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17-188.00 Sunshine Disposal: Drop-Box Container Collection
( 7- l$$ Comprehensive Drop-box Container Collection Contract City of Spokane Valley And Sunshine Disposal Inc. (dba Sunshine Disposal & Recycling) April 1, 2018—March 31, 2028 Comprehensive Drop-box Container Collection Contract Table of Contents RECITALS 1 AGREEMENT 2 DEFINITIONS 1 2 2.CONTRACTOR REPRESENTATIONS AND WARRANTIES 5 3.SCOPE OF WORK 6 3.1 GENERAL COLLECTION SYSTEM REQUIREMENTS 6 3.1.1 City Service Area 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 3.1.7 Inclement 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 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 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 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 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 18 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...a 19 3.2.1.1 Subject Materials 19 3.2.1.2 Containers 19 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 i December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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 21 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 3.3.2.2 City Customer Service 22 3.3.2.3 Service Recipient Complaints and Requests 22 3.3.2.4 Handling of Customer Calls 22 • 3.3.2.5 Corrective Measures 23 3.3.2.6 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 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 27 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 30 4.3.3 Other Modifications 31 4.3.3.1 New or Changes in Existing Taxes 1 31 4.3.3.2 Changes in Service Provision 31 4.4 CHANGE IN LAW 31 5. FAILURE TO PERFORM,REMEDIES,TERMINATION 32 5.1 PERFORMANCE FEES 32 5.2 CONTRACT DEFAULT 34 6.NOTICES 35 7.GENERAL TERMS 35 7.1 COLLECTION RIGHT 35 7.2 ACCESS TO RECORDS 36 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 7.3.7ACORD Form 38 City of Spokane Valley ii December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 7.4 PERFORMANCE BOND 38 7.5 INDEMNIFICATION 39 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 41 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 43 7.14 RIGHT TO RENEGOTIATE/AMEND 43 7.15 FORCE MAJEURE 43 7.16 ILLEGAL PROVISIONS 44 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 45 7.21 INTERPRETATION OF TIME 45 7.22 ENTIRETY 45 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 iii December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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 Disposal 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, 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 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: City of Spokane Valley 1 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. AGREEMENT This Comprehe sive Drop-box Container Collection Contract(hereafter, "Contract") is made and entered into this /l day of pa ,20 Y1(hereafter the"Date of Execution"),by and between the City of Spokane Valley,a co ration co e city of the State of Washington(hereafter,the"City"),and Sunshine Disposal 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 Recyclables. 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, City of Spokane Valley 2 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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 Sunshine Disposal 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. City of Spokane Valley 3 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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 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. City of Spokane Valley 4 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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. 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 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. 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 City of Spokane Valley 5 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. • 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. 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 City of Spokane Valley 6 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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 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 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. 3.1.4 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. City of Spokane Valley 7 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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 employees 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. 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 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. City of Spokane Valley 8 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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 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. City of Spokane Valley 9 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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. 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 10 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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 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 11 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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 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 12 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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 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. City of Spokane Valley 13 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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 fmal.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. City of Spokane Valley 14 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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 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 City of Spokane Valley 15 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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. Regardless of whether Contractor's employees are covered by an organized labor agreement, 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. In the event of a labor disruption, regardless of whether Contractor's employees are covered by an organized labor agreement,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 s`day to the 7th 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 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. 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 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 City of Spokane Valley 16 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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. 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 City of Spokane Valley 17 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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 may, 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 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 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 City of Spokane Valley 18 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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 riot 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 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 to 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. 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. City of Spokane Valley 19 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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. 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 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. City of Spokane Valley 20 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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. 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 interne 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 staffmg 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. City of Spokane Valley 21 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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 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. 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 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. City of Spokane Valley 22 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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. 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. 3.3.2.6 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 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 emails 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 City of Spokane Valley 23 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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 representatives. 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. 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 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 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; City of Spokane Valley 24 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. • 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. 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 fmancial 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. City of Spokane Valley 25 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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. 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 City of Spokane Valley 26 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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 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 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. City of Spokane Valley 27 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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 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. City of Spokane Valley 28 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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 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 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 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. City of Spokane Valley 29 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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 1St, 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 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 1St, the City shall calculate and unilaterally implement a rate adjustment based on the best available information as of September 1St 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 1" 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 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 of Spokane Valley 30 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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. 4.3.3.1 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 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 City of Spokane Valley 31 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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: 00000 ilv!i I.,,3 nig '`ji fax•is o. h7 r ?G Er 'ift6b eria its 1 Collection before or after the times specified in Section 3.1.4, $500 per incident (each vehicle except as expressly permitted in writing. on each route is a separate incident). 2 Repetition of complaints after notification,including,but not $50 per incident, not to exceed limited to, failure to replace Containers in designated $5,000 per vehicle per day. locations, spilling, not closing gates, not replacing lids, crossing planted areas, or similar violations. 3 Failure to promptly clean-up or collect leaked or spilled Twice the cost of cleanup to the materials after notification by the City. City,plus$500 per incident. 4 Repeated leakage or spillage from Contractor vehicles or of $500 per vehicle, per inspection, vehicle contents after City notification to the Contractor of plus clean-up costs. the problem. 5 Failure to replace a leaking Container within one business $250 per incident, and then$100 day of notification. per day that the Container is not replaced. 6 Failure to collect materials within the time periods specified $100 per incident to a maximum within the Contract. of$5,000 per vehicle per day. 8 Rejection of Garbage or Recyclables without providing $100 per incident. documentation to the Customer of the reason for rejection. City of Spokane Valley 32 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 9 Failure to deliver Containers within three days of request to $100 per incident. Customers requesting service after the Date of Commencement of Service. 10 Material misrepresentation by Contractors in records or $5,000 per incident. 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. 11 Failure to provide the required annual report on time. $500 per day past deadline. 12 Failure to maintain clean, sanitary and properly painted $50 per incident,up to maximum Containers,vehicles and facilities. of$1,000 per inspection. 13 Collection of Recyclables in a vehicle placarded for Garbage $2,000 per vehicle,per incident. collection without the express written permission of the City. 14 Failure to meet Customer service answer and on-hold time $100 per day. performance requirements. 15 Failure to meet the service and performance standards listed $250 per day until the service in Section 3.2 of this Contract for a period of two consecutive standards listed in Section 3.2 are months. met for 10 consecutive business days. 16 Failure to properly use an authorized switchable placard or $100 per placard per vehicle per nameplates as described in Section 3.1.13. day. 17 Inability to reach the Contractor's staff via the emergency $500 per incident. telephone number within one hour of the City becoming aware of the event giving rise to the call. 18 The use of outdated, or unauthorized stickers, or lack of $50 per Container. required stickers on Contractor-provided Containers. 19 Failure to have correct rates for all Customer sectors and $250 per day,with no maximum. service levels listed on the Contractor's website. 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 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. City of Spokane Valley 33 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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; 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. City of Spokane Valley 34 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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 Contractor's 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 10210 East Sprague Avenue Spokane Valley,WA 99206 To Contractor: Marc B.Torre,President Sunshine Disposal&Recycling P.O.Box 13369 Spokane Valley,WA 99213 7. GENERAL TERMS 7.1 Collection Right The Contractor shall be one of the two 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;provided that in the event of an official declaration of emergency by the City and where the existing Contractors cannot provide sufficient service to meet necessary immediate public health, safety, and welfare needs due to the emergency event,the City may acquire similar services solely to meet the immediate public health,safety and welfare needs of the community. 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. City of Spokane Valley 35 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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 10 business days of the request. The weight slips may be requested for any period during the term 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 City of Spokane Valley 36 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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. 5. 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. 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. City of Spokane Valley 37 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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. 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 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 City of Spokane Valley 38 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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, 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) 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 City of Spokane Valley 39 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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,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. City of Spokane Valley 40 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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 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. 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 City of Spokane Valley 41 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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. 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 City of Spokane Valley 42 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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 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 City of Spokane Valley 43 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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. 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 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 City of Spokane Valley 44 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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: Contractor: k(ailks_ Cazeatt,.. Mark Calhoun,City Manager By: Its: Authorized Representative ATTES <71LI /i- /lir_ Christine Bainbridge, City Clerk APPROVED AS TO FORM: tx_ Office of e City Attorney Attachments Attachment A: City Service Area Attachment B: Contractor Rates Attachment C: Recyclables List Attachment D: Rate Modification Example Attachment E: Insurance Certificates(provided by March 15,2018) City of Spokane Valley 45 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. SPOKANE VALLEY SOLID WASTE SERVICES AREA ATtACHMENTA F. xff ti , r.> i r.Ei�x. s alM �y ¢ w Y n ,wWkatry 1 1E $�a� , e. wA e.e �,wn +x rn, g : } a MV . f f , 02 e s svys xu @ x ,° Vi " mM AfI. : v z t 1.. A"a e,M4...r -- -q"Aokar - o - cayor ,� a k Valley1; a sAs^ pn '-: � ^ " + � :' " a' a w s� a. ,, 'cSpAw ,. ,.r ., , St+ ' w % Y „fwmA. iatez aY ' � � g '„95 e .,,y ,-,,,,,,,,7-E,040,,„" .. E A. u,. , . .gyp yc. 1w i . ; t z, 24Ttva-A.::''',?:-1." - • -' { , . I K $'� ' N pis • If a T-- Solid Waste Serr Ce Area } - " City of Spokane Valley December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. PattaiimeatB-laitialCoatractRates .,.T:lEMPRIMIll Mint lbmg* ' El AN Seder , 10 am'b0; = 0 35.02 NJA limp iaz i,: _ acted l5 adbit - ,.,. $ 429 $ 5740 WA $ 6331 C ffia 20 aobic 420 5220 N1A InEni $ 4.72 $ 63.10 WA $ 71.43 30 ao0lt Mall $ 03.39 WA $ 71.43 t S 77.70 WA $ 7212 �•[... l0 aabic litcs@ Bir aatsiAr ammo WA $ 96.79 asesi&c mct 2IA $ 117.70 `r,., '!tvii�-' ";i►,,�',r amide mew WA $ 117.70 ; t?7 `*r";i►:^ '. aatsidemew N/A $ 117.70 ►.e,., ,.. 40ce3ic D Baa amide coseract NIA $ 14193 a. ets Per Dail - • Free r - cable . ,ODE 2 -- $ 1.10 �,,, �,. ,.,;• --- $ 2500 , ►z j� "'—;t7= —_ 1_60 $ 10.00 3.00 Delivery Daily ]Nealy Fee Aeffat Real retePoraty o,..,. 10 tabic. ► $ 42-04 $ 2.42 $ 72.70 $ $933 Cambium rte^:^r.DT. " :1'"1+ $ 42.04 $ 420 $ 26.05 29 3 ____ ••;••• j _____1 "-' 11=1111 $ 4204 $ 4.72 $ 141.65 $ 99.92 1 ,,� .:.' , ,.1►:^"� $ 4204 5 526 $ 157.37 $ 99.92 HsarlyEs1e 1,1- Truck+darter - IMOD - r. --� $ 5.00 Eike Ceelessieeeed avian aestedelpickCperloom cabicysilof 'celleciedj $ 10.00 •Tlathysdisposal Reasitexists eado*es s[mad=erastbr aoodited sikel beiaesaiad sepersely sinvites.Ile Coeeranersbeiidoge Co the weed&speedtest edemaatatbep- 'Clamedceirepeaffsstde uy flayempty ands gimes MI charged HelClerpt. 2Per bad_ °Mate.Ne 'fees e.dine. Seestane Reephrs.lee. City of Spokane Valley December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. Attachment C Recyclables List Recyclables shall be loose,empty,clean and dry,not bagged as follows: MATERIAL DESCRIPTION PREPARATION EXCLUSIONS TYPE INSTRUCTIONS Glass • Food or beverage Remove lids;empty of Leaded glass; light containers—brown, all food or liquids. bulbs;porcelain;auto clear,or green- Labels do not need to glass; windows,mirrors, empty be removed. baking dishes,storage dishes,ceramic,plates, glassware, storage/canning jars. Paper • Office paper, Remove plastic bags Shredded paper;paper printer/copy paper, (exterior or interior), envelopes with bubble construction paper plastic packaging, wrap liners,insulation • Newspaper and metal,electronics, liners or envelopes made paper inserts magnets,twine,straws, from plastic(Tyvek); • Magazines and paper lids and any food or laminated paper, inserts liquids.Must be dry. stickers,labels,photos, • Catalogs Plastic windows in carbon paper,paper • Cardboard paper envelopes okay. affixed to magnets;wax- • Telephone books coated cups;pet food • Mail and paper bags;mixed material inserts bags;wet or soiled paper;paper with large • Envelopes amounts of paint or glue; • Paper bags Frozen food boxes;Juice • Cereal,cookie and boxes;Milk,juice and cracker boxes ice cream cartons; • Detergent boxes Aseptic containers—e.g. • Paper towel tubes soup,broth,soy milk, • Toilet paper tubes almond milk. • Tissue boxes • Non-foil wrapping paper • Kraft paper bags or boxes Cardboard • Cardboard boxes Flatten all cardboard, Waxed cardboard; fiber • Cardboard packaging cut down to size to fit containing,or that has • Cardboard beverage in cart with lid closed. been in contact with `flats' or nursery Remove all interior food debris. `flats' packaging,block foam, packing peanuts and exterior plastic wrap. Do not bundle with tape or twine.External tape okay.Oversized City of Spokane Valley December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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, removed. phones; car snow chains; approx. 2')c2'x2',35 Metal appliances. lbs.). 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) screwed back on, materials; deli,bakery • HDPE bottles/jugs remove all other lids; 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, not need to be (outdoor furniture, cottage cheese removed. laundry baskets, • 5-gallon buckets 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 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. 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)/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°d half CPI average for the previous year(for the period July 1-December 31,2017,for example);and nCPI = The semiannual 1s1 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 December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. of how the Administrative Fee may be incorporated is as follows: Assuming an Administrative Fee corresponding to a 1.0% 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$50.00(rounded). In the event the City Administrative Fee is adjusted, the Administrative Fee portion of the Contractor's Customer rates shall be adjusted in a manner that retains the Contractor's underlying compensation to ensure that the Contractor remains whole. City of Spokane Valley December,2017 Comprehensive Drop-box Container Collection Contract Sunshine Disposal Inc. VA216 �r."1SUNSDIS 1 BHATCH , C...OREY CERTIFICATE OF LIABILITY INSURANCE `ATE( I � 8/23/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED '. REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. ' ' IMPORTANT: if the certificate holder Is an ADDITIONALINSURED,the policy(les)must be endorsed. N SUBROGATION IS WAIVED,subject to the terms end conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer Eights to the , certificate holder In lieu of such endorsement(s). PRODUCER ,��pp M r AMant insurance Services Inc- I o.EvD:(509)325-3024 I Mast818 W.Riverside Ave,Ste 800 Spokane,WA 89201 MESS: ERSUREI S)WORDING COVERAGE I+IAIC$ , INSURER A:Liberty Northwest insurance Corporation /41939 INSURED INSURER 5: Sunshine Recyclers Inc. INSURER C: 11320 W.McFarlane Rd INSURER D I J , Airway Heights,WA 99001 INSURER E s INSURER P COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY TWAT THE POUCIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF#UJY CONTRACT OR OTHER DOCUMENTIMTTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF$UCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. , LTR TYPE OP INSURANCE seD vrvaD� POLICY NUMBER 1 0 '^"•"' iA1M/DDIYYYY) � A X,courrERCIAL GENERAL LIAINUTYEACH 00CURRIDEE 8 1,000,000 )CLAM-MADE ®OCCUR X r 011170065 09/011017 09101/2018 .'' " - ;'� $ . 01-670012 Imo EP(Any ens 9 a 50,000 PERSONAL R ADV INJURY a tooth= AGGREGATE OMIT ::PM E• GENERA.AGGREGATE $ 2,000,E EIM El Loc2 PRODOCTs-COMMA AGO $ 2,000,004 OTHER._ e ADroMOaa tmm rry \ fra !WALE MIT $ 1,000.000 A ,X AInrAUTO C11170065 09/0112017 09/0912018 SODEN INJURY O•r$ers a , AALkm I— ' SOWNINJURY1i $ I AMAGE MED AUTOS H, AUTOS a ,X MARIA LrAB oc sa r UMPEACH oc s 10�, A EXCESS Lias ill c t is 011170065 409/01/2017 09/0112018 AGGReGATII $ 10,000,000 ' DBD [X 1 Arrecnorrs 10,000p e 'WORRIERS cOMPaNaATION i aaAIInE 1 fir AND EMPLOYER,LUIIMrtTY A ANYr' W TOUTNE Y0 N iA 'C11170065 09/0112017 09/01/2018 Et.EAcm A a 1,000,000OFFICER/MENDER EXCLUDE 1,00o 000 (MI� . ro,yner EJ.-ro -EA SOL•' 1a $ altIIPrIn�PI OP OPERATIONSlobw , , ILL DISEASE IT $E-POLICYLI 1,000,000 I r DESCRIPTION' Cc OPERATIONS I LOCATIONS f VEIUCLE1(Aboan NII,Addldanill Rambo SONS*,Nay be Matted Stas apace a CSI of Spokane Valley b addltlonal Insured(primary and non-contrlbutory)under General Liability with respect for ongoing operations performed for the City per forth 00861612/03 attached. • CERTIFICATE HOLDER CANCEL A1TON SHOULD ANY OF THE ABOVE maw=PPL IB$BE CANoELt.ED BEFORE k Ofly of(Spokane Valley THE IDOR CATION tan THEREOF, NOTICE WILL fSE DELIVERED IW ACCORDANCE-MTh THE POUCTFROVRIONIL 11107 E Sprague Ave,Sults 103 Spokane Valley.WA 99208Auto ola3EDIR AIM;(0. 0.100:0046.00. / r s 01988-2014 AMORE/CORPORATION. Alf rigftb reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD C11-17-00-65 COMMERCIAL GENERAL LIABILITY Ol/]7 S �E DISPOSAL INC OG 841612 03 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY MASTER PAK PLUS® FOR CONSTRUCTION . • This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART • IFEX • e t P • Blanket Additional Insured (Owners, Lessees or Contractors) • 2 • Fire. Lightning, Explosion end Sprinkler Leakage Damage to Premises You Rad 3 Non-owned Watercraft 4 Supplementary Payments(Ball Bonds) 4 Personal And Advertiskg injury-Elec trortio Publication Extension 5 Aggregate Limits (Per Location) 5 Aggregate Units(Per Project) 5 Voluntary Properly Damage Coverage 6 • Off premises Care. Custody or Control Coverage 6 Newly Formed or Aoqui ed Organizations 7 -Dugs in the Event of Occurrence, Owe, Claim or Suit 7 Bodily Injury (Mental Anguish) 8 Waiver of Transfer of Rights of Recovery Against Others 8 Medical Payments 8 Broad Named Insured 8 Broadened Mobile Equipment 8 Incidental Malpractice Linty 8 Non-Owned Akraft 9 Properly Die-Elevators 9 CO • • 641612 03 hicludes exprtedid=left at i30 Propidies, velm pin Page 1 of 6 • Nano 1. BLANKET ADDITIONAL INSURED (Owners, Lessees Or Contractors) (includes a Pr r y/Non-Contributory provision) Section I-Who is An Insured Is amended to Include as an insured any person or organization whom you are regdred to name as en additional insured on this poky in a mitten contract or written tet. The written corms Cr written agreement must be currently In effect or becoming effective during the term of this polcy and executed prior to the "bodily Injury,""property damage"or"personal and advertising injury." The Insurance provided die additional Insured is limited as follows: A. The person cr organization is only an additional Insured with respect to habtlity: t Arising out of real property, as described In a written contract a written agreement, that you own, rent, lease or occupy; or • 2. Caused by your ongoing operations performed for the additional insured The Insurance provided the additional insured !n 1.A.2. above does not apply to a. Coverage A-Bodily Injury and Property Damage Liabll lty, Coverage B-Personal and Advertising injury Liability or defense coverage under the Supplementary Payments arising out of an architect's, engineers or surveyor's rendering of or failure to render any • professional services including (1) The preparing,approving. or fang to prepffe or approve maps, shop drawings, opt reports, surveys, field orders, change orders or drawings end motions; end (2) Supervisory, Inspection, architecture! or engineering activities. b. "BoC y injury" a'property damage"occurring after: (1) Ail work, including materials, parts or equipment furnished In connection with such work, on the Reject(other than service, maintenance or repairs) that was performed ty or on behalf of the additional Insured(s)at the site where the covered operations have been c ompletec; or (2) 'That portion of"you'mars out cf which the Injury or damage awes has been put t7 its intended ruse bY any person or organization other than another contractor or • subcontractor engaged in performing operations for a principal as part ci the same project a The Inks of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated In the Declarations of this pricy and defined h Section tit-Limits Of insurance d this policy,whichever are less. These emits are Inclusive of and not in mon to the bilins of Insurance available tuner this policy. • C. The insurance provided the additional insured does not apply to the liability reg from the sole negligence of the additional Insured • CO 841612 08 cOPYrighted meted et ISO Propaaoo,►ter,vain Inopetmisslon. Page 2 of 9 t Id100 D. As respects the coverage provided to the additional insured under this endorsement, Section IV- Conditions Conditions is amended as Mows 1. The following Is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim, or Suit • An additional insured under this endorsement will as soon as practicable: a. Give written notice Cl an "occurrence"or an otiose, that may result in a claim or"soft" under this insurance to is b. Tender the defense and Indemnity of any claim or"suit"to all insurers whom also have Insurance available to the additional insured; and c. Agree to make available any other insurance which the additional Insured has for loss we cover under this Coverage Part 2. The following Is added to Condition & Legal Action Against us: We have no duty to defend or Indemnify an additional Insured under this endorsement until we receive written notice of a claim or"suit"from the additional insured • & The following Is added to Paragraph a., Primary Insurance of Condition 4 Other insurance: if the additional insured's policy has an Other Instance provision making ks policy excess, and a Named insured has agreed In a written contract or written agreement to provide the additional Insured coverage on a primary and noncontributory basis, this policy shall be primary and we will cot seek contribution frun the additional Insured's policy for damages we cover. 4 The following is added to Paragraph b., Excess Insurance of Condition 4. Other insurance: Except as providedh Paragraph 4.a Primary insurance as amended above, any coverage • provided hereunder shall be excess over any other valid and collectible insurance available to the additional insured whether primary, excess, contingent or bn any other bads. in the event an additional insured has other coverage available fax an "occurrence's by virtue of also being an additional insured on other policies, this insurance is excess over those other policies. 2. FIRE, LIGHTNING, EXPLOSION AM)SPRINKLER LEAKAGE DAMAGE TO PREMISES YOU RENT if Damage To Premises Rented To You under Coverage A Is not otherwise excluded from this poicy, the follower applies: • A The last paragraph Cl 2. Exclusions of Section I-Coverage A is replaced by the follow If Damage To Premises Rented To You is not otherwise excluded, Exclusions a through n.do not apply to damage by find lightning, "explosion"or sprinkler leakage to premises while rued to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described In Section In -Limits Of Insurance. B. Paragraph 6.of section til-limits Of Insurance is replaced by the fe�wkig: • 6. Subject to 6.above, the higher Cl$300,000 or the Damage To Premises Rented To You L.irnit shown in the summary cif Lirmits end Charges section of ties policy is the most we will pay under Coverage A fcr damages because Cl"property damage"to premises rented to you or tens omit/occupied by you with the permission of the owner arising pul ci any one tint, egolosii'orspdrider leakage Incident. • CO 841612 03 Ind:des coppighted mreirldd 150 Propernek Ina,wan Its permission Page 3 of 9 • • • • C. Paragraph b.(1 Kb) of Condition 4.Other insurance (Section N—Conditions)is replaced by the following (1) That is Fire, Llghtntng, Explosion or Gprknder Leakage insurance far premises rented to you or temporariy occupied by you with the permission of the owner; D. Paragraph 9.a:of the definition of Insured contract"In Section V-Definitions Is replaced by the • fofowing 9. 'bared contract"means: a A contract for the lease of premises.However, that portion of the contract for a lease of premises that indemnifies any person or organization for damages by fire, lightning, "expioslon"or sprinkler leakage to premises while rented to you or temporarily occupied by you with the permission of the owner is not an "insured contract"; E The following definition is added b Section V-Definitions 'Explosion"means a sudden release of expanding pressure accompanied by a noise, a bursting forth of material end evidence of the scattering of debris to locations fudher than would have resulted by gravity alone. • ecploslon"does not inckrde any of the followkrng 1. Arflficlaly generated electrical current Including electrical arcing that disturbs electrical devices, applances ar wires; a Rupture or bursting of water p . 3. Explosion of steam bolers,steam pipes,steam engines or steam turbines owned or leased by you, or operated under your contro$ ar 4. Rupture or bursting caused by centrifugal force. a NON-OWNED WATERCRAFT fob graph g,(2) of Paragraph 2., Exclusions of Section 1-Coverage A is replaced by the • (2) A watercraft you do not own that is: (a) Less than 51 feet long and (b) Not being used to carry persons or property for a charge; 4 SUPPLEMENTARY PAYMENTS in the SuPplementary Payments-Coverages A and 13 provlalon • The kat icr the axe of ball bonds In Paragraph 1.b. Is changed from $250 to$1000. CO • 941612 03 tickles c apyligN6ed mete d e„ ine,tat I permbston Page 4 of 9 200380 • 6. PERSONAL AM)ADVERTISING INJURY-ELECTRONIC PUBLICATION EXTENSION Paragraphs 14.b., d.and-e. of Section V-Definitions are replaced by the following: b. Malicious prosecution or abuse of process; d. Om written, televised, videotaped or electronic publication of material that sunders or libels a • person or organization or disparages a person's or organization's goods, products or services; e. Oral,written, televised, videotaped or electrode publication of material that violates a person's right of lacy The following is added to Paragraph 14. "Personal and Advertising injury"of Section V-Definitions: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, bid only if such discrimination or humiliation (1) Not done Intentionally by or Et the direction of (a) An Wiseror (b) Any"executive officer"director, stoc k rider, partner or member:of the Insured and (2) Not directly or Indirectly related to the employment, prospective employment or termination of employment of any person or persons by any Insured Subparagraphs b. and c. of 2., Exclusions of Section I-Coverage B-Personal And Advertising Injury Liability ere replaced by the follow b. Material Published VMIth Knowiedge Of Falsity "Personal and adverng injury"arising out of oral,written, televised, videotaped or electronic publication of material, If done by or at the direction of the Insured wen knowledge of as falsity; c. Material Published Prior To Policy Period Personal and advertising injury'arising out of oral, written, televised,videotaped or electronic publication of material whose first publication took place before the beginnkrg of the policy period; 6. AGGREGATE LONTS OF INSURANCE(PER LOCATION) The General Aggregate limit under Section II Limits Of insurance applies separately to each of your. *locations"owned by or rented to you or tampons r oocupled by you with the permission of the owner. "Location" means premises involving the same or connecting lots, or premises whose connection Is interrupted only by a street, roadway, waterway or rigit-ofaway of a ralroad. 7. AGGREGATE LIMITS OF INSURANCE(PER PROJECT) The General Amregate lama under Section IN Limits Of Insurance apples separately to each of your projects away from premises owned by or rented to you. • . CO 64461E 03 tr ee ooppighted Wade]IS ISO Pr pe km,vdh Is permission. Page$o!• 110100 . & VOLUNTARY PROPERTY DAMAGE COVERAGE At your request, ea Wil pay for"loss"b property of others caused by your business operations. The most we wI pay for this coverage is $500 each"occurrence." The"loss" must Occur during the poky period The"occurrence"must take place h the "coverage territory". "tis" means untended damage or destruction "Loss"does not mean disappearance, abstraction or theft This coverage does not apply to: 1. Damage arising out of the use of any"auto"; • 2. Property you own occupy, rent or lease from others; or 3. Property on your preMses for sale, service, repair or storage. None of the other policy exclusions apply to this coverage. if the policy to which this endorsement Is attached is written with a property damage lability deductible, the deductible shall apply to Voluntary Property Damage. The Iirrrit of coverage stated above shall not be reduced la/the amount of this deductible. a OFF PREMISES CARE, CUSTODY OR CONTROL COVERAGE A We WO pay those sums that you become lepudly obligated to pay as damages because Cl"properly damage"to personal property of others wile in your or your"employees" care, custody Cr control or real property of others over which you or your"employees"are exercising physical control If the "property damage"arises out of your business operations.This Coverage Is subject b sections B., C., D end E. below. B. Exclusions • This insurance shall net apply to 1. "Property damage" of property et premises owned, rented, leased, operated or used by you; 2. ',property damage"of property while in transit • 3. The cost of repairb® ar replacing (a) Any of your worts defectively or incorrectly done by you or by others on your behalf; or (b) Any product manufactured, sold Or supplied by you, unless the"property damage" is caused grectly by you after decry of the product or completion of the work and resulting from a subsequent Undertaking; or 4. "Proms+,damage" of property ceased by or arising out of the"products-completed operations hazard". C, Limits Of Insurance.The most we will pay for"property damage" under this Section 9. is$25,000 for each"occurrence. The most we will pay for the sum of all damages covered under this Section & because of"property damage"is an gyral aggregate limit of$25,000, • The Limits Of Insurance provided under this Section a are inclusive Cl and not in e ddtion to any other knits provided b the policy or endorsements attached to 9. Q Deductible-iNe Wit not pay for*property damage"in any ohe"occurrence'until the emote%of "pro ►Vie"exceeds$250. If the policy to which this endorsement is attached cont ra a 'property damage"deductible, that deductible shall apply If It is greater than$250. B. In the event Wiproperty damage"covered by this endue you Oat f requested by us, rice the property or ftrrnish the labor deld materials for repairs thereto et your actual cam, excluding ptoiit or overhead Marilee, • • CO 841612 03 botides copyttlited mated d ISO Una war,Irperrabslott Page 4 of INS W 10. NEWLY FORMED OR ACQUIRED ORGANIZATIONS A. Paragraph 4 of Section I-Who Is An Inured is deleted and replaced by the following 4. Any busing enity swotted by you or Incorporated or organized.by you under the laws of any individual state of the United States of America over which you maintain majority owrership Interest exceeding fifty percent Such acquired or newly formed organization wE qualify as a Named insured If there Is no similar Insurance available to that entity. However a. Coverage under this provision applies only until the expiration of the policy period in which the entity was aged or Incorporated or organized by you. b. Coverage A does not apply to "bodly Injury"or"property damage"that occurred before the entity was aogUired or Incorporated-or organized by you. c. Coverage 8 does not apply to "personal and advertising injury"arising out of en offense •comrmitted before the entity was acquired or incorporated or organized by you. d. Records and descriptions of operations must be maintained by the first Named Insured. a This Section 10.does not apply to newly formed or acqtked organizations if coverage Is excluded either by provisions of the Coverage Pat or by other endorsement(s) attached to IL • 11. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE,CLAiM OR SUiT A The regdlrenents in Section IV-Conditions, Paragraph 2.a., that you must see bit that we are notified of an*occurrence" apples oily when the"occurrence"is known to: 1. You, If you are an individual; 2. A partner, at you arse a partnership; a. 'A member or manager, If you are a limited liability company; 4. An executive officer or designee, V you are a Corporation; 5. A trustee, If you area trust or & A designee. If you are any other type of orgardzation. B. The requirements in Section IV-Conditions Paragraph Lb.that you must see to It that we receive written notice of a claim or"std"will not be considered breached gess the breath occurs after such claim or"stir b known to: 1. You, if you are an Individual; 2. A partner. if you are a partner & A member or manager if you ire a limited liability company; 4 An exeCu ive officer or designee, it you are a co poratiort 5 A ttusteer if you area trust or 4 A designee. if you are any other type of organization. =vineof en "oocUrrence," cinim or"atmlr by the age servant or'employee"of any insured :CI Itself constitute knowledge of the insured unless an officer or deregnee a have received notice from Its agent, servant or'en>p1oyee". 12. BODILY iNJURY Paragraph A of the definition o "body injury'kr the Section V-Detinitions Is d by the febteing 2. "Bodily Injury"means jury, tilckness or dense sustained by a person, inthelng mental angtdsh or death resift tom any of these at any CO e411112 03 urn cappteled material sr ISO Praperese,toe.,i ii Is pmt Page l of 0 BOOM 13.WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS Vifb haye the right to recover our payments from anyone liable for an injury covered by the policy. We will riot(Worm our right against any person or organization for whom you perform work under a written contract that regrkes•you b obtain this agreement from us. This agreement shall not operate drec tly or indirectly to benefit anyone not flamed in the agreement 14. MEDICAL PAYMENTS If Coverage C Medical Payments is not otherwise excluded, the Medical Expense Limit provided by this policy shall be the greater of: A. $10,000;or B. The amount shown in the Declarations. 13.BROAD NAMED INSURED Paracraph 2.a.(1}(d).of Section 11 -Who Is An Insured is replaced by the following: (d) AdsIng out of his or her providing or failing to provide professional health care services.However, this exclusion does not apply to ruses, emergency medical technicians or paramedics who are employed by you to provide medical cr paramedical services to your employees. 16. BROADEN®MOBILE EQUIPMENT Paragraph 12.1.(1)of Section V-Definitions is replaced by the following (1) Equipment designed primarily for. (a) snow removal; (b) Road maintenance, but not construction or resurfacing or (c) Street clearing provided that vehicles have a Gross Vehicle Weight of t000 pounds or greater, 17. INCIDENTAL MALPRACTICE UABUTY Paragraph & of Section V-Definitions is replaced by-the following 3. "Bodily in ry"means bodily Injury, sidmess` disease or incidental :radical malpractice"sustained by a person including mental anguish or death resulting from any cf these at any time. The following h added to Section V-Definitions: 23. mental medical malpractice"means Inlay arising out of the negligent rendering or failure to render medical or paramedical services to persons by any physidentist,nurse, emergency Mica!techr�fcl i n or pJrlimectlp alto la employed by You tg PSpy .. Benkef to your employees, rroVided you are not engaged In the business or • . .:: of providing Orly services referred b in this definition. 13. NON-OWNED AIRCRAFT The(olowing b added to Subparagraph g. of 2., Exclusions Of Section I-Coverage A Bodily Injury And Property Dante LIabIityr (6) An aircraft with a paid Grey,.that Is hired, Mastered or loaned treat Is not owned by any mitred; • • 00 841612 03 Mucks eepyrtdited e d SO Pry,he.Mb Its pelt Page 8 of 0 • • 10.PROPERTY DAMAGE-ELEVATORS The following Is added to Subparagraph } of 2., Exclusions of Section I-Coverage A Bodily Injuay And Property Damage Liability: Paragraphs(3)and(4)of this exch sion do not apply b damages that result from the use of elevators. Al other terms and conditions of your policy remain unchanged. • • • • • • • • • • • 03 1141612 03 t ,des apntitsd as WU ar 180 Properties.kir,with lEepanniesbn. Pie 9 a/ PERFORMANCE BOND Bond Number: WAC54292 Annual Form KNOW ALL BY THESE PRESENTS, That we Sunshine Disposal,Inc dba Sunshine Disposal&Recycling as Principal, end Merchants Bonding Company(Mutual) of Iowa , authorbred to do business in the Slate of Iowa ,as Surety, am held and firmly bound unto City of Spokane Valley as Obligee,In the maximum penal sum of Ten Thousand and 00/100ths Dollars ($10,0(10.00 ), lawful money of the United States of America,for which payment well and truly to be made we bind ourselves,our heirs,executors end assigns,Jointly and severally,firmly by this Bond. WHEREAS, the Principal has entered, or Is about to enter, Into a written agreement with the Obligee to perform in accordance with the terms and conditions of the ComomMmaive Drop-box Container Collection Contract , (hereinafter referred to as the Contract),said Contract is hereby referred to and made a part hereof; NOW,THEREFORE,the condition of this obligation la such that if the above named Principal,its successors and assigns, shell well and truly perform Its obligations as set forth In the above mentioned Contract, then this Bond shell be void; otherwise to remain in full force and effect pursuant to Its terms. Notwithstanding anything to the contrary In the Contract,the Bond Is subject to the following express conditions: 1. Whereas, the Obligee has agreed to accept this Bond, this Bond shall be effective for the definite period of Jimmy 1L 2020 to lining D,ems The Bond may be extended,at the sole option of the Surety, by continuation certificate for additional periods from the expiry date hereof. However, neither. (a) the Surety's decision not to Issue a continuation certificate,nor(b)the(allure or Inability of the Principal to We a replacement bond or other security in the event the Surety exercises its right to not renew this Bond,shall Itself constitute a loss to the Obligee recoverable under this Bond or any extension thereof. 2. The above referenced Contract has a term ending Wiley 11,2021 . Regardless of the number of years this Bond Is In force or the number of continuation certificates Issued, this Bond shell not be extended beyond Mcey11.1021 ,unless earlier nonrenewed pursuant to paragraph 1 above. a. No claim,action, suit or proceeding,except as hereinafter set forth,shall be had or maintained against the Surety on this InsirumeM unless such realm, action,suit or proceeding Is brought or Instituted upon the Surety within one year from termination or expiration of the bond term. 4. Regardless of the number of years this Bond Is In force or the number of continuation certificates issued,the liability of the Surety shall not be cumulative In amounts from period to period end shall in no event exceed the amount set forth above,or as amended by rider. 5. My notice,demand,certification or request for payment made under this Bond shall be made in writing to the Surety at the address specified below. Any demand or request for payment must be made prior to the expiry date of this Bond. Surety Address: Merchants Bonding Company(Mutual) 2100 Fleur Drive Des Moines,Iowa 50321-1158 Attn:Claims Deoatnment 8. If any confilot or Inconsistency exists between the Surety's obligations or undertakings as descited In this Bond and as described in the underlying Contract,then the temps of this Bond shell prevail. SIGNED,SEALED AND DATED this 25th day of November , 2019 . l By: Sunshine Dispos , Inc. db Sunshinehine Disposal ding, Principal Merchants Bonding Company (Mutuua �all) CON 0886(M79) Ca.!�� ._e By: er- ehia L. Heiney, Attorney-in-Fact 1 MERCHANTS BONDING COMPANY., POWER OF ATTORNEY Know All Persons By These Presents,that MERCHANTS BONDING COMPANY(MUTUAL)and MERCHANTS NATIONAL BONDING,INC, both being corporations of the State of Iowa(herein collectively called the"Companies")do hereby make,constitute and appoint,individually, Brenda J Smith,Cynthia L Heaney,Janet K Holthaus,Jon M Riche their true and lawful Attorney(s)-in-Fact to sign its name as surety(ies) and to execute, seal and acknowledge any and all bonds, undertakings, contracts and other wntten instruments in the nature thereof, on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contacts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law This Power-of-Attorney is granted and is signed and sealed by facsimile under and by authority of the following By-Laws adopted by the Board of Directors of Merchants Bonding Company(Mutual)on April 23. 2011 and amended August 14, 2015 and adopted by the Board of Directors of MerchantsNational Bonding,Inc,on October 16,2015 The President, Secretary, Treasurer, or any Assistant Treasurer or any Assistant Secretary or any Vice President shall have power and authority to appoint Attorneys-in-Fact, and to authorize them to execute on behalf of the Company, and attach the seal of the Company thereto, bonds and undertakings,recognizances,contracts of indemnity and other writings obligatory in the nature thereof The signature of any authorized officer and the seal of the Company may be affixed by facsimile or electronic transmission to any Power of Attorney or Certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship obligations of the Company,and such signature and seal when so used shall have the same force and effect as though manually fixed" In connection with obligations in favor of the Florida Department of Transportation only.it is agreed that the power and aut homy hereby given to the Attorney-in-Fact includes any and all consents for the release of retained percentages and/or final estimates on engineenng and construction contracts required by the State of Florida Department of Transportation )tis fully understood that consenting to the State of Florida Department of Transportation making payment of the final estimate to the Contractor and/or its assignee, shall not relieve this surety company of any of its obligations under its bond In connection with obligations in favor of the Kentucky Department of Highways only,it is agreed that the power and authonty hereby given to the Attorney-in-Fact cannot be modified or revoked unless prior written personal notice of such intent has been given to the Commissioner- Department of Highways of the Commonwealth of Kentucky at least thirty(30)days prior to the modification or revocation In Witness Whereof,the Companies have caused this instrument to be signed and sealed this 25th day of November , 2019 co.• .•03• e�. •:0k tPog9°Op=•• MERCHANTMERCHANTS NATIONAL COMPANY ANY(MCTUAL) • :air -d- 0'°t •.'�L-i= -0- e: • °Zv 2003 /0: •e'• 1933 rc: By 'b`D(y' •?�: •vbd '•S`• President STATE OF IOWA • ............. ' COUNTY OF DALLAS ss On this this 25th day of November 2019 , before me appeared Larry Taylor, to me personally known. who being by me duly sworn did say that he is President of MERCHANTS BONDING COMPANY (MUTUAL)end MERCHANTS NATIONAL BONDING, INC, and that the seals affixed to the foregoing instrument are the Corporate Seals of the Companies.and that the said instrument was signed and sealed in behalf of the Companies by authonty of their respective Boards of Directors ,pPpiAt AUCLA K.GRAM 0 Commission Number Expires My Commission Edea • - rw„p Agil 1,2020 Notary Public (Expiration of notary's commission does not invalidate this instrument) I,William Warner,Jr.Secretary of MERCHANTS BONDING COMPANY(MUTUAL)and MERCHANTS NATIONAL BONDING.INC,do hereby certify that the above and foregoing is a true and correct copy of the POWER-OF-ATTORNEY executed by said Companies,which is still in full force and effect and has not been amended or revoked In WMess Whereof, I have hereunto set my hand and affixed the seal of the Companies on this 25th day of November .2019 • :4.1�4P R',1 •. 0 'Om.y dr/IOS fY rf'>Pi*Us,. .S. 2003 A:Z' '••s*'y• 1933 ;'C Secretary •v-,. , . y ct'a POA 0018 (3/17) • " SUNSDIS-01LPARISOT DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 3/15/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER NAME: PHONEFAX Alliant Insurance Services, Inc. (509) 325-3024(509) 325-1803 (A/C, No, Ext):(A/C, No): 818 W Riverside Ave Ste 800 E-MAIL Spokane, WA 99201 ADDRESS: INSURER(S) AFFORDING COVERAGENAIC # Pioneer Specialty Insurance Company40312 INSURER A : INSURED Tokio Marine Specialty Insurance Company23850 INSURER B : INSURER C : Sunshine Disposal, Inc; Sunshine Recyclers Inc. PO Box 13369 INSURER D : Spokane Valley, WA 99213-3369 INSURER E : INSURER F : COVERAGESCERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRADDLSUBRPOLICY EFFPOLICY EXP TYPE OF INSURANCEPOLICY NUMBERLIMITS LTRINSDWVD(MM/DD/YYYY)(MM/DD/YYYY) 1,000,000 A COMMERCIAL GENERAL LIABILITY X EACH OCCURRENCE$ DAMAGE TO RENTED 1,000,000 CLAIMS-MADEOCCUR X CPP12459569/1/20209/1/2021 $ PREMISES (Ea occurrence) X 10,000 MED EXP (Any one person)$ 1,000,000 PERSONAL & ADV INJURY$ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$ PRO- 2,000,000 XX POLICYLOC PRODUCTS - COMP/OP AGG$ JECT OTHER:$ COMBINED SINGLE LIMIT 1,000,000 A AUTOMOBILE LIABILITY $ (Ea accident) X ANY AUTO CPP12414459/1/20209/1/2021 BODILY INJURY (Per person)$ OWNEDSCHEDULED AUTOS ONLYAUTOSBODILY INJURY (Per accident)$ PROPERTY DAMAGE HIREDNON-OWNED (Per accident)$ AUTOS ONLYAUTOS ONLY $ 3,000,000 A XX UMBRELLA LIABOCCUR EACH OCCURRENCE$ UMB10416099/1/20209/1/2021 3,000,000 EXCESS LIABCLAIMS-MADE AGGREGATE$ 10,000 X DEDRETENTION$ $ PEROTH- WORKERS COMPENSATION A STATUTEER AND EMPLOYERS' LIABILITY Y / N CPP12459569/1/20209/1/2021 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT$ N / A OFFICER/MEMBER EXCLUDED? 1,000,000 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE$ If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS belowE.L. DISEASE - POLICY LIMIT$ Pollution Liability144706133/15/20213/15/2022 Occurrence5,000,000 B Pollution Liability144706133/15/20213/15/2022 Aggregate5,000,000 B DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Excess Policy #: EXL2056978, Term: 9/1/2020 to 9/1/2021, Carrier: Endurance American Specialty Insurance Co, Limits: $2,000,000 XS $3,000,000 City of Spokane Valley is additional insured (primary and non-contributory) under General Liability with respect for ongoing operations performed for the City per form attached. CERTIFICATE HOLDERCANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Spokane Valley ACCORDANCE WITH THE POLICY PROVISIONS. 11707 E Sprague Ave, Suite 103 Spokane Valley, WA 99206 AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03)© 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY WN GL 139 06 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED CONTRACTORS OPERATIONS AND COMPLETED OPERATIONS WITH ADDITIONAL INSURED REQUIREMENT IN CONSTRUCTION CONTRACT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART (2) 1. Additional Insured Operations the injury or damage arises has been put A. Section II Who Is An Insured is amended to its intended use by any person or or- to include as an additional insured: ganization other than another contractor (1) Any person or organization for whom you or subcontractor engaged in performing are performing operations when you and operations for a principal as a part of the such person or organization have agreed same project. in writing in a contract or agreement that 2. Additional Insured Completed Operations such person or organization be added as an additional insured on your policy; and A. Section II Who Is An Insured is amended to include as an additional insured: (2) Any other person or organization you are required to add as an additional insured (1) Any person or organization for whom you under the contract or agreement de- are performing operations when you and scribed in Paragraph 1. above. such person or organization have agreed in writing in a contract or agreement that Such person(s) or organization(s) is an add- such person or organization be added as tional insured only with respect to liability for an additional insured on your policy; and "bodily injury", "property damage" or "per- sonal and advertising injury" caused, in (2) Any other person or organization you are whole or in part, by: required to add as an additional insured under the contract or agreement de- a. Your acts or omissions; or scribed in Paragraph 1. above. b. The acts or omissions of those acting on Such person(s) or organization(s) is an addi- your behalf; tional insured only with respect to liability for in the performance of your ongoing opera- "bodily injury", "property damage" or "per- tions for the additional insured. sonal and advertising injury" caused, in whole B. With respect to Additional Insured - Opera- or in part, by: tions, coverage is limited as follows: a. Your acts or omissions; or This insuranbodily in- b. The acts or omissions of those acting on j your behalf; (1) All work, including materials, parts or and included -completed op- equipment furnished in connection with such work, on the project (other than ser- vice, maintenance or repairs) to be per- formed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or WN GL 139 06 18 Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. B. With respect to Additional Insured Com-D. With respect to the insurance afforded to pleted Operations, coverage is limited as fol-these additional insureds, the following is lows: added to Section III Limits Of Insurance: (1) If coverage provided to the additional insured sured under Additional Insured Com-is required by a contract or agreement, the pleted Operations continues only for the most we will pay on behalf of the additional period of time required by any written con-insured is: tract or agreement. (1) The minimum amount required by the (2) The insurance provided to the additional contract or agreement; or (2) The Limits of Insurance shown in the Dec- larations; whichever is less. for which a consolidated (wrap-up) insur- This endorsement shall not increase the ap- ance program has been provided by the plicable Limits of Insurance shown in the Dec- prime contractor-project manager or larations. owner of the construction project in which you are involved. E. With respect to the insurance afforded to these additional insureds, the following addi- 3. Primary and Noncontributory tional exclusion applies: The following is added to the Other Insurance This insurance does not apply to: Condition and supersedes any provision to the contrary: "Bodily injury", "property damage" or "per- sonal and advertising injury" arising out of the Primary And Noncontributory Insurance rendering of, or the failure to render, any pro- This insurance is primary to and will not seek con- fessional architectural, engineering or survey- tribution from any other insurance available to an ing services, including: additional insured under your policy provided that: (1) The preparing, approving, or failing to (1) The additional insured is a Named Insured un- prepare or approve, maps, shop draw- der such other insurance; and ings, opinions, reports, surveys, field or- (2) You have agreed in writing in a contract or ders, change orders or drawings and agreement that this insurance would be pri- specifications; or mary and would not seek contribution from (2) Supervisory, inspection, architectural or any other insurance available to the additional engineering activities. insured. This exclusion applies even if the claims 4. Other Provisions Applicable to Additional In- against an additional insured allege negli- sured Operations and Additional Insured gence or other wrongdoing in the supervision, Completed Operations hiring, employment, training or monitoring of A. The Amendment of Insured Contract Defini- tion (Endorsement CG 24 26) does not apply to an additional insured. B. The coverage provided under Paragraph f. of Sec-rendering of or failure to render any profes- tion V Definitions does not apply to an ad-sional services by you with respect to your ditional insured under this endorsement un-providing engineering, architectural or survey- less required by a written contract or ing services in your capacity as an engineer, agreement. architect or surveyor. C. The insurance afforded to such additional in- sured only applies to the extent permitted by law; and If coverage provided to the additional insured is required by a contract or agreement, the in- surance afforded to such additional insured will not be broader than that which you are re- quired by the contract or agreement to provide for such additional insured. WN GL 139 06 18 Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CONTINUATION CERTIFICATE Premium Amount: $121 The Merchants Bonding Company (Mutual) (hereinafter called the Surety) hereby continues in force its Bond No. WAC54892 in the sum of Ten Thousand Dollars and 00/100 ($10,000.00) Dollars, on behalf of Sunshine Disposal, Inc dba Sunshine Disposal & Recycling in favor of City of Spokane Valley subject to all the conditions and terms thereof from January 11, 2021 through January 11,2022 at location of risk. This Continuation is executed upon the express condition that the Surety's liability shall not be cumulative and shall be limited at all times by the amount of the penalty stated in the bond. IN WITNESS WHEREOF, the Surety has caused this instrument to be signed by its duly authorized Attorney-in-Fact and its corporate seal to be hereto affixed this 16th day of February, 2021. Merchants Bonding Company (Mutual) Surety By: 9,WJ K Holt u Attorney-in-Fact MERCHANT`S,4 BONDING COMPANY.. POWER OF ATTORNEY Know All Persons By These Presents,that MERCHANTS BONDING COMPANY(MUTUAL)and MERCHANTS NATIONAL BONDING,INC., both being corporations of the State of Iowa(herein collectively called the"Companies")do hereby make,constitute and appoint.individually, Brenda J Smith;Cynthia L Heiney;Janet K Holthaus;Jon M Riche their true and lawful Attomey(s)-in-Fact, to sign its name as surety(ies) and to execute, seal and acknowledge any and all bonds, undertakings, contracts and other written instruments in the nature thereof, on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. This Power-of-Attorney is granted and is signed and sealed by facsimile under and by authority of the following By-Laws adopted by the Board of Directors of Merchants Bonding Company(Mutual)on April 23, 2011 and amended August 14, 2015 and adopted by the Board of Directors of Merchants National Bonding,Inc.,on October 16,2015. "The President, Secretary, Treasurer, or any Assistant Treasurer or any Assistant Secretary or any Vice President shall have power and authority to appoint Attorneys-in-Fact, and to authorize them to execute on behalf of the Company, and attach the seal of the Company thereto, bonds and undertakings,rocegnizences,contracts of indemnity and other writings obligatory in the nature thereof." "The signature of any authorized officer and the seal of the Company may be affixed by facsimile or electronic transmission to any Power of Attorney or Certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship obligations of the Company,and such signature and seal when so used shall have the same force and effect as though manually fixed." In connection with obligations in favor of the Florida Department of Transportation only,it is agreed that the power and aut hority hereby given to the Attorney-in-Fact includes any and all consents for the release of retained percentages and/or final estimates on engineering and construction contracts required by the State of Florida Department of Transportation. It is fully understood that consenting to the State of Florida Department of Transportation making payment of the final estimate to the Contractor and/or its assignee, shall not relieve this surety company of any of its obligations under its bond. In connection with obligations in favor of the Kentucky Department of Highways only,it is agreed that the power and authority hereby given to the Attorney-in-Fact cannot be modified or revoked unless prior written personal notice of such intent has been given to the Commissioner- Department of Highways of the Commonwealth of Kentucky at least thirty(30)days prior to the modification or revocation. In Witness Whereof,the Companies have caused this instrument to be signed and sealed this 11th day of February , 2020 . •�� .ti Vpl•�.0''.: �. �•,O• P O/4y �*4* ' POq.< MERCHANTS BONDING COMPANY(MUTUAL) • MERCHANTS NATIONAL BONDING,INC. F' . : v=.• 2003 • s7" .� 1933 �: By c/(1017 • �•• ••1 President . .. • •. STATE OF IOWA •".... • ....'" • •• COUNTY OF DALLAS ss. On this 11th day of February 2020 , before me appeared Larry Taylor, to me personally known, who being by me duly sworn did say that he is President of MERCHANTS BONDING COMPANY (MUTUAL)and MERCHANTS NATIONAL BONDING, INC.; and that the seals affixed to the foregoing instrument are the Corporate Seals of the Companies;and that the said instrument was signed and sealed in behalf of the Companies by authority of their respective Boards of Directors. RIAt POLLY MASON • O y Commission Number 750576 ? 4°°° r. My Commission Expires LL kW January 07, 2023 Notary Public (Expiration of notary's commission does not invalidate this instrument) I,William Warner,Jr.,Secretary of MERCHANTS BONDING COMPANY(MUTUAL)and MERCHANTS NA I IONAL BONDING,INC.,do hereby certify that the above and foregoing is a true and correct copy of the POWER-OF-ATTORNEY executed by said Companies,which is still In full force and effect and has not been amended or revoked. In Witness Whereof, I have hereunto set my hand and affixed the seal of the Companies on this day of F�.bruc&r , pah{ P(I...... .•--•.Cp �. ��•pRPOg4r�o: �'a0••pRPO,9,i •. t: 2003 :i 1933 c. Secretary :� :yam • am. POA 0018 (1/20) "`� CONTINUATION CERTIFICATE Premium Amount: $10,000.00 The Merchants Bonding Company (hereinafter called the Surety) hereby continues in force its Bond No. WAC48217 in the sum of One Million and 00/100 Dollars ($1,000,000.00), on behalf of Sunshine Recyclers, Inc. in favor of City of Spokane Valley subject to all the conditions and terms thereof through June 15, 2022 at location of risk. This Continuation is executed upon the express condition that the Surety's liability shall not be cumulative and shall be limited at all times by the amount of the penalty stated in the bond. IN WITNESS WHEREOF, the Surety has caused this instrument to be signed by its duly authorized Attorney-in-Fact and its corporate seal to be hereto affixed this 27th day of May , 2021 . Merchants Bonding Company Surety C nthia L. Heiney, Attorney-in-Face • MERCHANT'S BONDING COMPANY ., POWER OF ATTORNEY Know All Persons By These Presents,that MERCHANTS BONDING COMPANY(MUTUAL)and MERCHANTS NATIONAL BONDING, INC., both being corporations of the State of Iowa(herein collectively called the"Companies")do hereby make,constitute and appoint,individually, Brenda J Smith;Cynthia L Heiney;Janet K Holthaus;Jon M Riche their true and lawful Attorney(s)-in-Fact, to sign its name as surety(ies) and to execute, seal and acknowledge any and all bonds, undertakings, contracts and other written instruments in the nature thereof, on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. This Power-of-Attorney is granted and is signed and sealed by facsimile under and by authority of the following By-Laws adopted by the Board of Directors of Merchants Bonding Company (Mutual) on April 23, 2011 and amended August 14, 2015 and adopted by the Board of Directors of Merchants National Bonding, Inc.,on October 16,2015. "The President, Secretary, Treasurer, or any Assistant Treasurer or any Assistant Secretary or any Vice President shall have power and authority to appoint Attorneys-in-Fact, and to authorize them to execute on behalf of the Company, and attach the seal of the Company thereto, bonds and undertakings,recognizances,contracts of indemnity and other writings obligatory in the nature thereof." "The signature of any authorized officer and the seal of the Company may be affixed by facsimile or electronic transmission to any Power of Attorney or Certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship obligations of the Company,and such signature and seal when so used shall have the same force and effect as though manually fixed." In connection with obligations in favor of the Florida Department of Transportation only, it is agreed that the power and aut hority hereby given to the Attorney-in-Fact includes any and all consents for the release of retained percentages and/or final estimates on engineering and construction contracts required by the State of Florida Department of Transportation. It is fully understood that consenting to the State of Florida Department of Transportation making payment of the final estimate to the Contractor and/or its assignee, shall not relieve this surety company of any of its obligations under its bond. In connection with obligations in favor of the Kentucky Department of Highways only,it is agreed that the power and authority hereby given to the Attorney-in-Fact cannot be modified or revoked unless prior written personal notice of such intent has been given to the Commissioner- Department of Highways of the Commonwealth of Kentucky at least thirty(30)days prior to the modification or revocation. In Witness Whereof,the Companies have caused this instrument to be signed and sealed this 11th day of February , 2020 • • PPOR. 6'p: •.cP' �P0 •'. MERCHANTS BONDING COMPANY(MUTUAL) :cj 4��•2: •VO 4�.y • MERCHANT NATIONAL BONDING, INC. r • 2003 0: :a•• 1933 c: By • .• ."4 .• •cam. • dG e '••......••:;v.. • ••. \1a•• Presiden '‘ t •��.. . STATE OF IOWA """"' COUNTY OF DALLAS ss. On this 11th day of February 2020 , before me appeared Larry Taylor, to me personalty known, who being by me duly sworn did say that he is President of MERCHANTS BONDING COMPANY (MUTUAL)and MERCHANTS NATIONAL BONDING, INC.; and that the seals affixed to the foregoing instrument are the Corporate Seals of the Companies;and that the said instrument was signed and sealed in behalf of the Companies by authority of their respective Boards of Directors. �ptttAt s POLLY MASON O ° v Commission Number 750576 z 44�� : My Commission Expires tmP January 07, 2023 Notary Public (Expiration of notary's commission does not invalidate this instrument) I,William Warner,Jr.,Secretary of MERCHANTS BONDING COMPANY(MUTUAL)and MERCHANTS NATIONAL BONDING,INC.,do hereby certify that the above and foregoing is a true and correct copy of the POWER-OF-ATTORNEY executed by said Companies,which is still in full force and effect and has not been amended or revoked. In Witness Whereof, I have hereunto set my hand and affixed the seal of the Companies on this 27th day of May ,2021 . Z�yoR Rqj�Q. :• vOR '9 •,.y• s=s�.�,-�.�t�� -o v��' : 'a' 1933 0•3. Secretary :0. 2003 . : : v 2. • • ti: POA 0018 (1/20) """ , PERFORMANCE BOND Bond Number: WAc54892 Annual Form • KNOW ALL. BY THESE PRESENTS, That we Sunshine Disposal,Inc dba Sunshine Disposal&Recycling , as Principal, and Merchants Bonding Company(Mutual) , of Iowa , authorized to do business in the State of Iowa , as Surety, are held and firmly bound unto City of Spokane Valley , as Obligee, in the maximum penal sum of Ten Thousand and 00/100ths Dollars ($10,000.00 ), lawful money of the United States of America, for which payment well and truly to be made we bind ourselves, our heirs, executors and assigns,jointly and severally, firmly by this Bond. WHEREAS, the Principal has entered, or is about to enter, into a written agreement with the Obligee to perform in accordance with the terms and conditions of the Comprehensive Drop-box Container Collection Contract , (hereinafter referred to as the Contract), said Contract is hereby referred to and made a part hereof; NOW, THEREFORE, the condition of this obligation is such that if the above named Principal, its successors and assigns, shall well and truly perform its obligations as set forth in the above mentioned Contract, then this Bond shall be void; otherwise to remain in full force and effect pursuant to its terms. Notwithstanding anything to the contrary in the Contract, the Bond is subject to the following express conditions: 1. Whereas, the Obligee has agreed to accept this Bond, this Bond shall be effective for the definite period of January 11, 2022 to January 11, 2023 . The Bond may be extended, at the sole option of the Surety, by continuation certificate for additional periods from the expiry date hereof. However, neither: (a) the Surety's decision not to issue a continuation certificate, nor(b) the failure or inability of the Principal to file a replacement bond or other security in the event the Surety exercises its right to not renew this Bond, shall itself constitute a loss to the Obligee recoverable under this Bond or any extension thereof. 2. The above referenced Contract has a term ending January 11, 2023 . Regardless of the number of years this Bond is in force or the number of continuation certificates issued, this Bond shall not be extended beyond January 11, 2023 , unless earlier nonrenewed pursuant to paragraph 1 above. 3. No claim, action, suit or proceeding, except as hereinafter set forth, shall be had or maintained against the Surety on this instrument unless such claim, action, suit or proceeding is brought or instituted upon the Surety within one year from termination or expiration of the bond term. 4. Regardless of the number of years this Bond is in force or the number of continuation certificates issued, the liability of the Surety shall not be cumulative in amounts from period to period and shall in no event exceed the amount set forth above, or as amended by rider. 5. Any notice, demand, certification or request for payment, made under this Bond shall be made in writing to the Surety at the address specified below. Any demand or request for payment must be made prior to the expiry date of this Bond. Surety Address: Merchants Bonding Company(Mutual) 2I 00 Fleur Drive Des Moines,Iowa 50321-1158 _ Attn: Claims Department 6. If any conflict or inconsistency exists between the Surety's obligations or undertakings as described in this Bond and as described in the underlying Contract, then the terms of this Bond shall prevail. SIGNED, SEALED AND DATED this 10th day of January ,2022 Su�huje-Di ,Inc dba Sunshine Disposal&Recycling . By: , Principal Merch onding Compan_4y(Mutual) By: _ __ _ '— --- _ CON 0685 (4/13) Th as VA Davis ,Attorney-in-Fact • MERCHANTS BONDING COMPANY,. POWER OF ATTORNEY Know All Persons By These Presents,that MERCHANTS BONDING COMPANY(MUTUAL)and MERCHANTS NATIONAL BONDING, INC., both being corporations of the State of Iowa(herein collectively called the"Companies")do hereby make,constitute and appoint, individually, AiLi Palmer;Jaclyn R Kruse;John R Mostoller;Marla J Davenport;Melissa Wolf;Michael Button;Thomas VA Davis their true and lawful Attorney(s)-in-Fact, to sign its name as surety(ies) and to execute, seal and acknowledge any and all bonds, undertakings, contracts and other written instruments in the nature thereof, on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. This Power-of-Attorney is granted and is signed and sealed by facsimile under and by authority of the following By-Laws adopted by the Board of Directors of Merchants Bonding Company (Mutual) on April 23, 2011 and amended August 14, 2015 and adopted by the Board of Directors of Merchants National Bonding,Inc.,on October 16,2015. "The President, Secretary, Treasurer, or any Assistant Treasurer or any Assistant Secretary or any Vice President shall have power and authority to appoint Attorneys-in-Fact, and to authorize them to execute on behalf of the Company, and attach the seal of the Company thereto, bonds and undertakings,recognizances,contracts of indemnity and other writings obligatory in the nature thereof." "The signature of any authorized officer and the seal of the Company may be affixed by facsimile or electronic transmission to any Power of Attorney or Certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship obligations of the Company,and such signature and seal when so used shall have the same force and effect as though manually fixed." In connection with obligations in favor of the Florida Department of Transportation only, it is agreed that the power and aut hority hereby given to the Attorney-in-Fact includes any and all consents for the release of retained percentages and/or final estimates on engineering and construction contracts required by the State of Florida Department of Transportation. It is fully understood that consenting to the State of Florida Department of Transportation making payment of the final estimate to the Contractor and/or its assignee, shall not relieve this surety company of any of its obligations under its bond. In connection with obligations in favor of the Kentucky Department of Highways only,it is agreed that the power and authority hereby given to the Attorney-in-Fact cannot be modified or revoked unless prior written personal notice of such intent has been given to the Commissioner- Department of Highways of the Commonwealth of Kentucky at least thirty(30)days prior to the modification or revocation. In Witness Whereof,the Companies have caused this instrument to be signed and sealed this 20th day of January , 2021 . ...... ••.•• 10Ng4 06 CQ'•. 4''RPO/Q' e�. ."'4�• �yi•• MERCHANTS BONDING COMPANY(MUTUAL) 'l . .Vco ° 4J '•ZL . 'c© �•9',;.�•• MERCHANT NATIONAL BONDING,INC. v'. •a• 77 2003 `0• ;•4*. 1933 By '•0 '' ''• '• ' �� *. President *• ' .• • . STATE OF IOWA ......"......%• • COUNTY OF DALLAS ss. On this 20th day of January 2021 , before me appeared Larry Taylor, to me personally known, who being by me duly sworn did say that he is President of MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING, INC.; and that the seals affixed to the foregoing instrument are the Corporate Seals of the Companies; and that the said instrument was signed and sealed in behalf of the Companies by authority of their respective Boards of Directors. i.Q•RIA(s+ POLLY MASON O Commission Number 750576 pAta • da • t� My Commission Expires imp- January 07, 2023 Notary Public (Expiration of notary's commission does not invalidate this instrument) I,William Warner,Jr.,Secretary of MERCHANTS BONDING COMPANY(MUTUAL)and MERCHANTS NATIONAL BONDING,INC.,do hereby certify that the above and foregoing is a true and correct copy of the POWER-OF-ATTORNEY executed by said Companies,which is still in full force and effect and has not been amended or revoked. 4_ In Witness Whereof, I have hereunto set my hand and affixed the seal of the Companies on this I It day of Imam Zozl. .•.--•. •••••Pt10Nq� •••4NAG CQ A• 4.`' :OAPOR,q� oit,': •Q?yQ '9;,; �,c* .%�, 'y�' 4144.<104.446.70.0a' 2003 v y0` .111 _ 1933 b'c: Secretary POA 0018 (1/20) ""'