Loading...
24-220.00SunshineRecyclersSolidWasteTransferTransportDisposalServices AGREEMENT FOR COMPREHENSIVE SOLID WASTE TRANSFER, TRANSPORT,AND DISPOSAL SERVICES SUNSHINE RECYCLERS, INC. THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and Sunshine Recyclers, Inc., dba Sunshine Disposal & Recycling, hereinafter"Contractor,"jointly referred to as"Parties." RECITALS WHEREAS,pursuant to chapter 70A.205 RCW,a local government is responsible for the management of solid waste within its jurisdictional boundaries;and WHEREAS, since 2014, the City has managed solid waste transfer, transport, and disposal services pursuant to an agreement with Contractor, Sunshine Disposal&Recycling; and WHEREAS,the City's current Solid Waste Transfer,Transport, and Disposal Services agreement expires on December 31,2024; and WHEREAS,the City Council received information from Contractor, Sunshine Disposal&Recycling,and Spokane County,which operates the Spokane County Valley Transfer Station as part of the Spokane County Regional Solid Waste System; and WHEREAS,after due consideration of the options available and the needs of the City and its citizens,the City Council of the City has determined it is in the best interests of its citizens and for the public health, safety, and welfare for the City to continue providing solid waste transfer,transport, and disposal services through a contract with a private provider; and WHEREAS,the Contractor, Sunshine Disposal&Recycling will be able to continue to provide solid waste transfer,transport,and disposal services pursuant to this new Agreement beginning upon the Effective Date of this Agreement; and WHEREAS, the Parties have, in good faith, negotiated this new Agreement and commit to attempting to resolve any future contract disputes, if any should occur, in good faith. NOW,THEREFORE,IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: ARTICLE 1 DEFINITIONS 1.1 Defined Terms. All capitalized terms utilized in this Agreement are intended to have the meaning defined in this Article 1 whether or not the term is defined prior to its use in this Agreement. The following definitions shall apply to the entirety of this Agreement unless it is clear from the context that another definition applies. 1.2 Definitions. "Acceptable Waste" means all Solid Waste excluding Recyclables, Organics, C&D Waste, and Unacceptable Waste. Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 1 of 47 "Agreement" means this Agreement between the City and Contractor and all mutually adopted amendments thereto. "Business Days"means Monday through Friday, excluding designated holidays listed on Exhibit "C&D Waste" refers to "construction and demolition waste" and means Solid Waste generated in the course of construction, demolition, and remodeling, which includes, but is not limited to concrete,brick,masonry,bituminous concrete,plastic(PVC),reinforcing steel,dimensional wood, plaster(sheet rock),fiberglass insulation,composition roofing,roofing paper,metal roofing,metal fencing, copper,white goods and appliances(without CFC and Freon),and similar non-hazardous construction, non-paper or textile materials. "Change in law" means any of the following that are related to and required for the provision of Solid Waste Services hereunder, and which become effective at any time after the Effective Date: (1) any new, changed, or revised law, statute, rule, code, regulation, ordinance, or decision, order, decree, or judgment; (2) implementation or delayed effective date of an existing law, statute, rule, code,regulation,ordinance,or decision,order,decree,or judgment(regardless of the date enacted) of regulations or other requirements for Contractor to use Zero Emission Vehicles,electric vehicles, and/or other alternative fuel vehicles, in part or in total; or (3) the imposition of any material conditions or requirements on the continuation, issuance, or renewal of any permit, license or approval. "City"means the City of Spokane Valley, Washington. "City Representative"means the representative of the City identified in Section 16.3. "Consumer Price Index"or"CPI"means the Consumer Price Index for All Urban Consumers(CPI- U), West Region, 1982-84=100, published by the United States Department of Labor, Bureau of Labor Statistics ("BLS"). The Parties may refer to the BLS Internet Site or other BLS source to determine the applicable CPI Index. "Contractor" means Sunshine Recyclers, Inc., dba Sunshine Disposal & Recycling and all successors and assigns. "Customer Service Plan"means the plan established by the Contractor to direct customer service standards,goals,and plans for implementing new procedures in response to customer service issues and complaints, as provided in Section 3.11. "Days"means calendar days unless the time period called for is five days or less, in which case it shall mean the standard Business Days of Monday through Friday, and excluding designated holidays listed on Exhibit"A". "Designated Haulers"means commercially operated Solid Waste haulers with which the City has a Solid Waste contract. "Disposal Facility" means the facility or facilities to dispose of all Acceptable Waste, and any disposal facilities, recycling facilities, or composting facilities for disposal, recycling, or composting of Recyclables,Organics, C&D Waste,MRW, and Special Waste. Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 2 of 47 "Disposal Services" means those services provided by the Contractor under this Agreement to finally dispose of, recycle, or compost the Acceptable Waste, Recyclables, Organics, C&D Waste, MRW,and Special Waste. "Effective Date"means January 1,2025. "Food Scraps"means all compostable pre-and post-consumer food waste, such as whole or partial pieces of produce, meats, bones, cheese, bread, cereals, coffee grounds, or eggshells, and food- soiled paper,such as paper napkins,paper towels,paper plates,coffee filters,paper take-out boxes, pizza boxes, or other paper products accepted by the Contractor's selected composting site. Food Scraps shall not include dead animals,plastics,diapers,kitty litter,liquid wastes,ashes,pet wastes, or other materials the selected composting facility is not permitted to compost or that are identified in the future by the selected composting facility with advance written notice provided to the City of such identification by Contractor after Contractor receives such notice. "MRW" means moderate risk Solid Waste that is hazardous and produced by households, businesses,and institutions,but is exempt from regulation under chapter 70A.300 RCW because it is generated in quantities below the thresholds set forth in chapter 70A.300 RCW and associated regulations as currently adopted and as hereafter amended. MRW refers to both "hazardous household waste"and"conditionally exempt small quantity generator waste". "Organics"means all Source-Separated Yard Waste and Food Scraps separately or combined. "Recyclables"means those Solid Wastes that are Source-Separated for recycling or reuse, such as papers,plastics,metals and glass,which are identified as recyclable material pursuant to the City's comprehensive solid waste plan. Upon written agreement from the Parties, it shall also include co- mingled Solid Wastes that are collected for recycling or reuse, which are identified as recyclable material pursuant to the City's comprehensive solid waste plan. "Self Haulers" means all citizens and entities located or operating within the City other than Designated Haulers that dispose of Solid Waste with the Contractor. "Solid Waste"means all putrescible and non-putrescible solid and semisolid wastes including, but not limited to, garbage, rubbish, ashes, demolition and construction wastes, yard wastes, and recyclable materials generated by public, private, industrial, commercial, mining,and agricultural operations. "Solid Waste Services" means the Transfer Services, Transport Services, and Disposal Services provided by the Contractor pursuant to this Agreement. "Source-Separate" means certain recyclables, food, organic and reclaimable materials that are separated from Acceptable Waste by the generator for recycling, reuse, or composting, including but not limited to Recyclables, Organics, and other materials. "Special Waste" means Solid Waste that is otherwise considered Acceptable Waste, but by virtue of its unique properties, size, weight, composition, type, applicable legal requirements, or other characteristics, requires special handling or extraordinary management for transfer, transport, and disposal distinct from the level of handling and management required for Acceptable Waste,and is thereby subject to special compensation. Examples include,but are not limited to,tires,fluff,white goods, appliances, large quantities of ash, asbestos, and concrete, rocks or stumps over three feet in diameter. Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 3 of 47 "Surety"means the surety required pursuant to Section 3.18 to guarantee performance of the Solid Waste Services under this Agreement. "Transfer Facility"means the total of all facilities at one or more locations located within the City's boundaries that are operated by the Contractor to accept and process Solid Waste under this Agreement. "Transfer Services" means those services provided by the Contractor under this Agreement to collect and process Acceptable Waste,Recyclables,Organics,C&D Waste,and Special Waste from Designated Haulers and Self Haulers at a Transfer Facility so that such Acceptable Waste, Recyclables, Organics, C&D Waste, MRW, and Special Waste may be transported to a Disposal Facility and processed or finally disposed. "Transport Services" means those services provided by the Contractor under this Agreement to transport processed Acceptable Waste, Recyclables, Organics, C&D Waste, MRW, and Special Waste from the Transfer Facility to the Disposal Facility. "Unacceptable Waste" means all Solid Waste not authorized for disposal at the Transfer Facility and/or Disposal Facility by those governmental entities having jurisdiction over such facilities, or any waste, the disposal of which would constitute a violation of any governmental requirements pertaining to the environment, public health, or safety, or which, in the Contractor's reasonable opinion, would be considered Unacceptable Waste and/or would not be accepted for disposal by the operator of the Disposal Facility. Unacceptable Waste includes any waste that is now or hereafter defined by federal, state or local law or by the disposal jurisdiction as radioactive, dangerous, hazardous, or extremely hazardous waste. Unacceptable Waste includes Solid Waste that is or contains any infectious waste, radioactive, volatile, corrosive, flammable, explosive, biomedical,bio-hazardous or toxic material.Unacceptable Waste may also include ashes,asbestos, swill, sewage sludge,other biosolids, and industrial wastes. "Uncontrollable Circumstances" means events and circumstances commonly known as "force majeure", acts of God, or other circumstances reasonably beyond the control of either Party. The term includes riots,wars,civil disturbances,insurrections,acts of terrorism,epidemics,pandemics, natural disasters, severe weather conditions, explosions, fires, global or national supply chain disruptions, severe floods, strikes reasonably beyond the control of either Party, or other similar events that directly affect the ability of either Party to provide the Solid Waste Services as contemplated herein. Typical snow, ice, and flooding conditions that affect road conditions, rail conditions, or the operations of the Transfer Facility or Disposal Facility shall not be considered Uncontrollable Circumstances, provided that such conditions do not make the roads and rail impassable or the Transfer Facility or Disposal Facility inaccessible. Maintenance, construction, improvements to,and repairs of the Transfer Facility and Transfer Services equipment shall not be considered Uncontrollable Circumstances, unless arising out of any other item included in the definition of Uncontrollable Circumstances. "Yard Waste" means plant and vegetative waste commonly created in the course of maintaining yards and gardens,and through horticulture,gardening,landscaping,or similar activities that is free from chlopyralid or other similar substances that are identified in the future by the Disposal Facility with advance written notice provided to the City of such identification by Contractor after Contractor receives such notice, and which cause the Disposal Facility not to accept such Yard Waste for composting. Yard Waste includes but is not limited to grass clippings, leaves, branches, brush,weeds,flowers,roots,windfall fruit,vegetable garden debris,holiday trees,and tree pruning debris. Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 4 of 47 ARTICLE 2 REPRESENTATIONS AND WARRANTIES 2.1 Representations, Warranties, and Covenants of the Contractor. The Contractor covenants, represents and warrants to and for the benefit of the City,unless otherwise expressly specified,that as of the date of this Agreement and throughout its term: A. Organization of the Contractor. The Contractor is a duly organized and validly existing corporation under the laws of the State of Washington and Contractor is in good standing under the laws of the State of Washington and prior to the commencement of services under this Agreement will be in good standing with and duly licensed to do business in the State of Washington and the states in which any Transfer Facility and any Disposal Facility are located. B. Subcontractors Duly Licensed. The Contractor hereby agrees and covenants that it shall not hire,employ,or contract with any subcontractor for the provision of any part of the Solid Waste Services under this Agreement unless such subcontractor is duly organized and validly existing under the laws of the state in which it is incorporated or created, and it is duly licensed to do business in the State of Washington and in the states in which it is providing the Solid Waste Services on behalf of Contractor. C. The Contractor's Power to Execute. The Contractor has full legal right, power and authority to execute, deliver, and perform its obligations under this Agreement, and has duly authorized the execution and delivery of this Agreement. This Agreement has been duly executed and delivered by the Contractor and constitutes a legal, valid and binding obligation of the Contractor enforceable against the Contractor in accordance with its terms except as such may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws affecting creditors' rights generally, the exercise of judicial discretion in granting or denying equitable relief, the principles of commercial reasonableness, good faith and fair dealing,waiver, estoppels and unconscionability and by general equitable principles. D. No Violations or Conflicts. To the best of the Contractor's knowledge, neither the execution nor delivery by the Contractor of this Agreement, the performance by the Contractor of its obligations hereunder,nor the fulfillment by the Contractor of the terms and conditions hereof: 1. Conflicts with, violates or results in a breach of any applicable law, ordinance, permit, approval,governmental approval or regulation; or 2. Conflicts with, violates or results in a breach of any term or condition of any judgment, order or decree of any court,administrative agency or other governmental authority,or any agreement or instrument to which the Contractor is a party or by which the Contractor or any of its properties or assets are bound, or constitutes a default thereunder. E. Unethical Conduct. The Contractor has not engaged in any type of unethical conduct including, without limitation, collusion, the rigging of proposals, offers or other responses or the submission of a proposal,offer or other response which is intentionally high or noncompetitive for the purpose of giving the appearance of competition. F. No Conditions Precedent to Execution. No approval, authorization, license, permit, order or consent of, or declaration, registration or filing with any governmental or administrative authority,commission,board,agency or instrumentality is required for the valid execution and delivery of this Agreement by the Contractor. Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 5 of 47 G. Appropriate Approvals. The Contractor holds,or is expressly licensed to use,all patents,rights, licenses,approvals and franchises necessary or appropriate to operate and maintain the Transfer Facility and to provide the Solid Waste Services pursuant to the terms of this Agreement. H. Right to Use Facilities and Equipment. 1. As of January 1, 2025, the date of commencement of Solid Waste Services under this Agreement,the Contractor owns, leases or has binding and enforceable contractual rights to use all facilities and equipment necessary or appropriate for the Contractor to fulfill its duties and responsibilities under this Agreement, and the Contractor shall deliver to the City,upon its request,proof satisfactory to the City of such ownership,lease or contractual rights. 2. During the term of this Agreement, Contractor shall own, lease, or maintain ongoing binding and enforceable contractual rights to use all facilities and equipment necessary or appropriate for the Contractor to fulfill its duties and responsibilities under this Agreement, and the Contractor shall deliver to the City, upon its request, proof satisfactory to the City of such ownership, lease or contractual rights. I. Truth and Accuracy. The information the Contractor supplied to the City as part of the process to enter into this Agreement was true and accurate when made and,except for information that speaks as of a particular date,as of the date of this Agreement,remains true and accurate. J. No Change in Financial Condition. There has been no material adverse change in the Contractor's financial condition since the issuance date of the bank commitment letter submitted by the Contractor to the City. K. Contractor is Experienced. The Contractor is fully experienced in each of the areas under which it will have duties and obligations under this Agreement and has adequate personnel and experience to fully, properly and satisfactorily discharge its duties and obligations under this Agreement. The City is specifically relying on representations from the Contractor that it has the skill,experience and means to provide the services set forth in this Agreement. L. Proceedings Against the Contractor. As of the date of this Agreement there is not and shall not be any action, suit, proceeding or, to the best of the Contractor's knowledge, investigation, at law or in equity,before or by any court or governmental authority,commission,board,agency or instrumentality pending or,to the best of the Contractor's knowledge,threatened,against the Contractor, wherein an unfavorable decision, ruling or finding, in any single case or in the aggregate, would materially or adversely affect the performance by the Contractor of its obligations hereunder or which, in any way, would adversely affect the validity or enforceability of this Agreement or any other agreement or instrument entered into by the Contractor in connection with this Agreement. M. Provision of Solid Waste Services. The Contractor has the ability to and will inspect, accept, process,transfer,transport,dispose of,recycle,and compost all Acceptable Waste,Recyclables, Organics, C&D Waste, MRW, and Special Waste received by Contractor in accordance with the terms and conditions of this Agreement. The Contractor has approved and executed all necessary contracts with any third-party providers, including any providers of Transport Services and Disposal Services. Subject to Section 3.1(E) and Section 3.5, the Contractor's Transfer Facility and fixtures, Transfer Services equipment, and Transport equipment are currently and will continue to be,either through maintenance or improvements as necessary,of Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 6 of 47 sufficient size,capacity,and number for the purposes of providing all Services required by and for the duration of this Agreement. 2.2 Representations, Warranties. and Covenants of the City. The City covenants, represents and warrants to and for the benefit of the Contractor,unless otherwise expressly specified,that as of the date of this Agreement and throughout its term: A. Organization of City. The City is a non-charter code city duly organized and validly existing under the Constitution and laws of the State of Washington, with full legal right, power, and authority to enter into, execute, and deliver this Agreement, and perform its obligations under this Agreement. B. City's Authority to Execute. The City has duly authorized the execution and delivery of this Agreement and this Agreement has been duly executed and delivered by it and constitutes a legal,valid and binding obligation of the City enforceable against the City in accordance with its terms except as such may be limited by bankruptcy,insolvency,reorganization,moratorium, fraudulent transfer or other laws affecting creditors' rights generally, the exercise of judicial discretion in granting or denying equitable relief,the principles of commercial reasonableness, good faith and fair dealing, waiver, estoppels and unconscionability and by general equitable principles. C. No Violations or Conflicts. To the best of the City's knowledge, neither the execution nor delivery by the City of this Agreement,the performance by the City of its obligations hereunder, nor the fulfillment by the City of the terms and conditions hereof: 1. Conflicts with, violates or results in a breach of any applicable law, ordinance, permit, approval,governmental approval or regulation; or 2. Conflicts with, violates or results in a breach of any term or condition of any judgment, order or decree of any court,administrative agency or other governmental authority,or any agreement or instrument to which the City is a party or by which the City or any of its properties or assets are bound, or constitutes a default thereunder. D. No Conditions Precedent to Execution. No approval, authorization, license, permit, order or consent of, process, procedure, or declaration, registration or filing with any governmental or administrative authority,commission,board,agency or instrumentality is required for the valid execution and delivery of this Agreement by the City,except: approval and authorization from the City Council is necessary to execute this Agreement. E. Proceedings Against the City. As of the date of this Agreement, there is not and shall not be any action, suit, proceeding or,to the best of the City's knowledge, investigation, at law or in equity, before or by any court or governmental authority, commission, board, agency or instrumentality pending or, to the best of the City's knowledge, threatened, against the City, wherein an unfavorable decision,ruling or finding,in any single case or in the aggregate,would materially or adversely affect the performance by the City of its obligations hereunder or which, in any way,would adversely affect the validity or enforceability of this Agreement or any other agreement or instrument entered into by the City in connection with this Agreement. F. Contractor as Sole Provider. Except as provided for in Article 11 "Defaults" during the term of this Agreement, City shall not contract with any other entity to provide the Solid Waste Services provided by Contractor herein. City shall not be precluded from undertaking a procurement process and entering into a contract with another entity prior to the completion of Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 7 of 47 the term of this Agreement in order to ensure there is no interruption of services after the completion of the term of this Agreement; provided that any such entity shall not commence providing services until the term of this Agreement is completed and this Agreement is terminated as provided herein. Nothing herein shall modify the City's rights of termination or remedies in the event of a default under Article 11. 2.3 Independent Representations and Warranties. The covenants, representations and warranties described in this Article are not exclusive and shall not be construed to exclude or limit those required elsewhere in this Agreement or to modify,limit or lessen in any way,any rights or remedies that either Party may have against the other or the Surety provider. ARTICLE 3 CONTRACTOR RESPONSIBILITIES 3.1 Provide Transfer Services. During the term of this Agreement,the Contractor shall be responsible for and shall provide Transfer Services for Self Haulers and the Designated Haulers at the Transfer Facility. The Transfer Facility shall be identified on Exhibit"A". Transfer Services shall include, but are not limited to the following facilities, services,requirements,and conditions: A. Acceptable Waste. The Transfer Facility shall be at all times during the term of this Agreement in such location and of such size and capacity so as to process all Acceptable Waste generated in the City,currently estimated at 90,000 tons annually. Further,the Transfer Facility shall be at such location and of such size and capacity so as to allow Self Haulers and Designated Haulers to deliver Acceptable Waste during the times and days specified in Exhibit"A"without unreasonable delay,conflict or interruption to the Designated Haulers'collection service. The Contractor shall ensure that during peak operations there is no obstruction of traffic on any streets surrounding the Transfer Facility other than obstructions arising from Uncontrollable Circumstances. The amount of tonnage is strictly an estimate agreed to by the Parties to determine the current size and capacity needed for the Transfer Facility at the time this Agreement is executed and no specific tonnage of Acceptable Waste is guaranteed by such statement. B. Recyclables, Organics, C&D Waste, and MRW. The Contractor shall provide, as part of the Transfer Facility, programs and means for accepting and processing Recyclables, Organics, C&D Waste, and MRW, as appropriate, so as to allow Self Haulers and Designated Haulers to deliver such wastes and Recyclables at the times and days specified in Exhibit "A" without unreasonable delay or interruption to the Designated Haulers'collection service except to the extent such interruption or delay arises from Uncontrollable Circumstances. Contractor shall be entitled to separate and commercially use Acceptable Waste and C&D Waste delivered to the Transfer Facility; provided any separation activities shall not cause unreasonable delay or disruption of delivery and acceptance of Solid Waste at the Transfer Facility. C. Special Waste. Contractor shall make all reasonable efforts to accept and process Special Waste;provided,Contractor may make additional charges for,or fix new or additional rates for the handling or disposal of Special Waste. In the event that applicable legal requirements or excessive cost of processing would preclude Contractor from reasonably processing Special Waste,Contractor may reject such Special Waste. D. No Delay of Services. The Contractor, at its sole direction and expense, shall keep or shall ensure that the Transfer Facility and Transfer Services equipment are in good working order and repair so as to provide Transfer Services without interruption or unreasonable delay of Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 8 of 47 services except to the extent such interruption or delay arises from Uncontrollable Circumstances. E. Transfer Facility. 1. Subject to Section 3.1(E)(2) and Section 3.5 below, the Contractor certifies that the Contractor's Transfer Facility and Transfer Services equipment are currently and will continue to be,either through maintenance or improvements as necessary,of sufficient size, capacity,and number for the purposes of providing all services required by this Agreement. 2. The Contractor has identified that improvements to the Transfer Facility and additional Transfer Services equipment are necessary within the first three years of the Agreement to allow the Transfer Facility to provide all services required for the entire term of the Agreement (the "Improvements"). Such Improvements have been determined by the Contractor based upon the growth of the City over the last four years. The Contractor, in its sole discretion, has determined to design, develop, install, and construct the Improvements beginning in 2025. Contractor shall be solely responsible for any permits for such Improvements. City shall follow its standard City permit processing procedures for any permits applied for from the City. Prior to starting such Improvements,Contractor shall provide a written plan demonstrating how the Improvements will occur, any impacts to the provision of Solid Waste Services, and the mitigation plan therefore. The Parties agree that the rates established in Section 5.2 include all necessary costs for design, development,installation,and construction of the Improvements and that no additional rate increases will be necessary or allowed solely for such Improvements. The Parties agree that if the Improvements are not started by June 30, 2025, or completed by December 31, 2027, or such other time as agreed to by the Parties, the rates in Section 5.2 shall be equitably adjusted by mutual agreement of the Parties to reflect the reduction in benefit paid for and received by users of the Transfer Facility over the term of the Agreement. Factors that shall be considered in equitably adjusting the rates include,but are not limited to, cause of the delay, actual expense incurred by the Contractor, including costs incurred in constructing the Improvements,the nature of the delay,length of the delay,and available partial use while Improvements were being completed. Completion of the Improvements shall be evidenced by the issuance of a certificate of occupancy or completion letter with regard to the Improvements. 3. Neither maintenance nor improvements of the Transfer Facility nor Transfer Services equipment or purchase thereof shall result in any interruption of Transfer Services provided during the term of this Agreement except to the extent such interruption or delay arises from Uncontrollable Circumstances. F. Right to Refuse Service. Contractor reserves the right to refuse to any business patron the right of access to the Transfer Facility or Disposal Facility when the customer has violated the facility's rules and policies and/or rules and regulations prescribed by law or the customer is delinquent more than 30 days on account of any money due the Contractor for Solid Waste Services. 3.2 Screening for Unacceptable Waste. A. Screening. The Contractor shall not be required to receive,handle,transport,or dispose of any Unacceptable Waste. The Contractor shall establish and maintain appropriate equipment and a program of operating, monitoring, inspecting, and screening procedures for the Transfer Facility to prevent the receipt, handling, shipping or disposal of Unacceptable Waste. The Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 9 of 47 Contractor shall inspect and screen all Solid Waste delivered to the Transfer Facility for all Unacceptable Waste prior to transport and disposal at the Disposal Facility. The Contractor may decline any Unacceptable Waste and may require the hauler attempting to dispose of such Unacceptable Waste to remove the Unacceptable Waste in accordance with federal, state and local law. B. Training. Transfer Facility staff shall be properly instructed and trained on screening for Unacceptable Waste in accordance with applicable federal, state,and local laws. C. Liability for Unacceptable Waste. The Contractor shall be financially and otherwise liable for the handling and disposal of any Unacceptable Waste that is accepted by it. The City shall in no event be fmancially or otherwise liable for any Unacceptable Waste accepted, processed, transported, or disposed of by the Contractor. 3.3 Provide Transport Services. The Contractor shall be responsible for and shall provide Transport Services for all Acceptable Waste,C&D Waste,Recyclables,Organics,MRW,and accepted Special Waste from the Transfer Facility to the Disposal Facility to which the applicable waste is delivered for processing or disposal. The Contractor may utilize any lawful means for providing Transport Services, including contracting with third-party transport service providers. The Contractor, at its sole direction and expense, shall ensure that Transport Services are provided at all times without interruption or unreasonable delay of services except to the extent such interruption or delay arises from Uncontrollable Circumstances. 3.4 Provide Disposal Services. A. Acceptable Waste and Special Waste. The Contractor shall be responsible for and shall provide Disposal Services for all Acceptable Waste and accepted Special Waste at a Disposal Facility permitted to accept such waste in compliance with all federal, state,and local regulations. The Contractor may utilize any lawful means for providing Disposal Services,including contracting for use of a third-party Disposal Facility. The Disposal Facility or facilities shall be initially identified on Exhibit"A". The Contractor, at its sole direction and expense, shall ensure that Disposal Services are provided without interruption or unreasonable delay except to the extent such interruption or delay arises from Uncontrollable Circumstances. B. Recyclables, Organics, C&D Waste, and MRW. As part of its provision of Disposal Services, Contractor shall recycle all Recyclables,compost all Organics,and dispose all C&D Waste and MRW in accordance with applicable federal,state,and local laws. The Contractor shall ensure that all Source-Separated and co-mingled Recyclables delivered to and accepted at the Transfer Facility are recycled and all Source-Separated Organics delivered to and accepted at the Transfer Facility are composted and are not disposed of as Acceptable Waste,unless otherwise approved by the City in writing, which approval shall not be unreasonably withheld, conditioned or delayed unless such approval were to contradict relevant laws and regulations. The Contractor shall identify to the City in writing all facilities used to recycle Recyclables, compost Organics,and dispose of C&D Waste, and MRW. C. Contamination. In the event that Recyclables are contaminated at such a level that they would not be accepted as Recyclables by the facility identified by Contractor, or in the event that Organics are contaminated at such a level that they would not be accepted by the facility identified by Contractor, then Contractor shall make reasonable efforts to separate contaminated materials from such Recyclables or Organics. If Contractor cannot reasonably remove contamination, it may process such contaminated Recyclables or Organics as Acceptable Waste and charge the Designated Hauler or Self-Hauler the applicable Acceptable Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 10 of 47 Waste rate. Contractor shall have signage at the entrance and information clearly identified on its website and other informational materials that clearly describes the general acceptable level of contamination and that materials with greater contamination will be processed and charged as Acceptable Waste. 3.5 Addressing Population and Solid Waste Growth. The Parties agree that moderate growth in population and/or Solid Waste will occur over the term of this Agreement, with the parties acknowledging that prior historical Solid Waste tonnage grew an average of 4%. While growth is expected, there are instances where there may be dramatic or unanticipated levels of growth or change in either population within the City or Solid Waste generated within the City. For example, if the City annexes a large residential area, such annexation may materially increase the amount of Solid Waste coming to the Transfer Facility. The Parties agree that such unanticipated population or Solid Waste growth within the City may require changes in operations, equipment, and/or facilities to allow Contractor to continue to meet the terms of this Agreement. In the event any substantial change in population or Solid Waste occurs from within the City,either Party may send written notice to the other of the change and anticipated or identified impacts in Services. In the event the change is due to an annexation by the City, the City shall send Contractor notice of the proposed annexation at such time an annexation petition is received by the City. The Parties agree to meet to discuss potential impacts, agree upon such impacts, and to identify in writing a plan for necessary operational, equipment, and/or facility modifications to allow Contractor to meet its obligations under this Agreement, the timing for such plan, and any agreed-upon allowances for anticipated delays or interruptions in Services that may occur prior to and while such plan is being implemented. Any changes to accommodate growth within the City that result in additional costs in ongoing operations, equipment, and/or facility modifications by the Contractor shall allow Contractor to seek an adjustment in Service Fees pursuant in the same manner as Section 5.3(C). Unanticipated growth in population or Solid Waste from areas outside of the City shall be addressed pursuant to the provisions of Section 3.6. 3.6 Primary Services. The Contractor shall provide Transfer, Transport and Disposal Services to the City in accordance with the terms and conditions of this Agreement. The Contractor may accept and process legally acceptable Solid Waste from sources other than the City that is not otherwise prohibited to be delivered to the Transfer Facility,but at no time shall any acceptance or processing of Solid Waste from sources other than the City limit the Contractor's ability to provide Solid Waste Services to the City and its Designated Haulers and Self Haulers in accordance with the terms and conditions of this Agreement. Should the ability of the Contractor to process Solid Waste generated within the City and other Solid Waste become limited,whether due to decreases in capacity at the Transfer Facility or Disposal Facility or otherwise, the Contractor shall first limit the receipt and processing of Solid Waste from sources other than the City to allow as much Solid Waste generated within the City to be handled as is required under this Agreement. 3.7 Education Services. The Contractor shall assist the City in providing solid waste education, including but not limited to,public outreach to educate City residents and businesses regarding the use of the Contractor's Transfer Facility, education regarding options for recycling, Organics, and MRW, and other educational outreach efforts identified by either Party as set forth in Exhibit`B". The Contractor shall bear the costs of Contractor's staff time utilized for Education Services, and the City shall bear the costs of City's staff time utilized for Education Services. The Parties shall meet in February of each year or such other periodic time as agreed by the Parties during the term of this Agreement to develop an annual outreach and education program regarding the items listed in Exhibit `B", which may include but is not limited to printed and online publications and any costs associated with the Contractor maintaining and updating a website presence for the purpose of education. Costs of printed materials shall be the responsibility of the City, except to the extent that such materials are created at Contractor's cost as part of the Contractor's normal operations. Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 11 of 47 The City may request additional education services outside the scope of Exhibit`B"for which the Parties shall negotiate in good faith any necessary changes to Service Fees, or establish reimbursement from the City to Contractor, to cover actual costs or expenses for the additional education. Contractor shall provide a report at least once per year at one of the quarterly meetings that outlines its education efforts. The education efforts shall also be summarized in the annual report. In addition, Contractor shall not be required to take any actions(including the provision of time or materials) under this Section 3.7 that would adversely impact its provision of the Transfer Services or Transport Services under this Agreement. The Parties agree that the Contractor shall not be responsible for Educational Services that are otherwise covered by City's contracts with Designated Haulers. 3.8 Grant Opportunities. A. The Parties agree to work together to identify and apply for local, state, and federal grant opportunities that may benefit either or both of the Parties or the users of the Transfer Facility. For the purposes of this section 3.8,grant opportunities are those which(a)may have the effect of decreasing costs for third parties that utilize Contractor's facilities, (b)provide funds to the City for Solid Waste planning, management,administration, or education, (c)provide funds to the Contractor or the City for the purposes of complying with state or federal laws and/or regulations related to solid waste, or(d)any combination of the above. B. Staff from both Contractor and the City may identify potential opportunities and provide notice to the other Party of such grant opportunity. The Parties shall schedule and attend a meeting to discuss potential opportunities as they arise. The City shall have sole discretion in determining whether to apply to any grant, which determination shall only be made giving reasonable consideration to availability of Contractor and City staff, grant application and reporting requirements,and benefits from the grant;provided that Contractor shall not be required to take any actions (including the provision of time or materials) under this Section 3.8 that would adversely impact its provision of the Transfer Services or Transport Services under this Agreement, C. The City's participation in any grant application or grant program may be subject to the approval of the City Council. If applying for or participation in any grant opportunity is authorized by the City(with City Council approval as may be required by ordinance, rule, or resolution)then the Parties shall work together in good faith to apply for or participate in the grant opportunity. Contractor and City shall provide any and all information reasonably necessary to complete any application, or otherwise participate in any duly authorized grant; provided that neither Party shall be required to commit staff time or resources that materially impact the ability of that staff to carry out their regular duties. Further, Contractor and City shall work together to fill out all necessary documents and provide all necessary signatures for any such authorized grant. To the extent any grant allows the City and the Contractor to mutually agree on the allocation of the benefits of the grant as between themselves,the Parties shall mutually agree on an equitable allocation of such benefits. D. The Parties shall use the grant proceeds for the purposes identified with the application and scope of grant. Unless otherwise agreed by the Parties or specified by the terms of a grant,the City shall be the recipient of grant proceeds and be responsible for the distribution, use, and reporting of such grants; provided that City may distribute funds to Contractor for services provided as identified within the grant application. Contractor shall provide such information and assistance as reasonably necessary to allow City to meet reporting requirements. The Parties may agree to other arrangements for receipt,distribution, use, and reporting as may be Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 12 of 47 reasonably necessary, beneficial, or appropriate for any particular grant, including the use or involvement of a third party. 3.9 Cooperation. Contractor shall cooperate with the City, Designated Haulers, all third-party providers of Transfer Services,Transport Services and Disposal Services,and the Disposal Facility provider to ensure that Acceptable Waste,Recyclables, Organics, C&D Waste, MRW, and Special Waste is legally, safely efficiently, promptly, and without unreasonable delay or interruption of service accepted,transferred,transported,disposed of,recycled and composted in accordance with the terms of this Agreement, except to the extent such interruption or delay arises from Uncontrollable Circumstances. 3.10 Performance Standards. The Contractor shall provide all Solid Waste Services in compliance with the performance standards provided in Exhibit"C". 3.11 Customer Service. A. The Contractor shall comply in all respects with the customer service standards contained herein. B. The Contractor, its employees,agents and subcontractors shall conduct themselves in a manner to create a positive image of the Contractor and City. The Contractor shall provide a customer service telephone line, website, and representative to handle any customer service complaints or questions during the normal business hours of the Transfer Facility. 1. The Contractor shall maintain a toll-free or collect call telephone access line which will be available to customers twenty-four hours per day,seven days per week. A customer service representative shall be available to respond to customer inquiries by such telephone line during the normal business hours of the Transfer Facility. After normal business hours,the access line shall be answered by a service or automated response system, including an answer machine. Inquiries received after hours shall be responded to on the following Business Day. 2. The Contractor shall maintain a website which will be available to customers twenty-four hours per day, seven days per week. The website shall contain current Service Fee and Organics Fee rates,as well as any pending changes to such rates. The website shall contain contact information for the telephone access line. The website shall contain waste acceptance standards and educational materials as provided herein. The website shall contain timely news about events that impact the function of the Transfer Facility such as those due to Uncontrollable Circumstances and Natural Disasters and other Community Emergencies. 3. Nothing herein shall prevent Contractor from establishing and maintaining other forms of customer service interaction or communication,such as text messages,mobile device apps, social media,or"chatbots"via the website. In the event Contractor establishes such forms, they shall notify the City and to the extent feasible, allow the City to link or connect any similar form of City communication. For example,the City maintains several social media platforms,including"Facebook". In the event Contractor utilizes"Facebook"for customer service communications, it shall allow the City to link to Contractor's"Facebook". C. Customers shall have the right to speak to a supervisor in the event the customer is not satisfied with the response from the customer service representative. The City shall direct any customer inquiry to the customer service representative or supervisor if the customer has not already Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 13 of 47 done so. In the event the customer is not satisfied with the response after speaking with the supervisor and contacts the City, a Contractor liaison shall promptly meet with the City to attempt to resolve the issue. D. The Contractor shall develop a Customer Service Plan,to be approved by the City,which shall identify and outline customer service standards, customer service goals, and strategies and plans for implementing new procedures in response to customer service issues or complaints. The Customer Service Plan shall include reasonable times for responses to complaints. The City shall approve the Customer Service Plan and any updates thereto, which is included as Exhibit"D". The Contractor shall review the Customer Service Plan periodically,but not less than once per year,and update as necessary. E. All customer service complaints or concerns shall be documented and provided as part of the Contractor's annual report and to the City within seven Business Days after request by the City. F. The Contractor shall ensure that all contracts between it and the Designated Haulers are commercially reasonable and comply with all terms contained herein, including the Performance Standards and Customer Service Plan. The Contractor may include any terms that are commercially reasonable, including penalties, interest fees, late charges and service limitations and restrictions for late or non-payment or violation of rules;provided,however,all Designated Haulers, including Designated Haulers that may be owned, operated, or are subsidiaries of Contractor shall be charged the same rates,penalties,and fees and be subject to the same service limitations and restrictions. 3.12 Notice of Disruption of Service. The Contractor shall notify the City Representative of any construction, maintenance, or other activity or occurrence which could disrupt, slow or otherwise impact the provision of Solid Waste Services immediately after Contractor becomes aware of such activity or occurrence. Contractor shall also provide any such information on its website for the general public,and notify Designated Haulers of such information. 3.13 Notice of Future Plans. Other than emergencies,which shall be covered pursuant to Article 6 and none of the provisions of this Section 3.13, the Contractor shall notify the City in writing in the event that the Contractor obtains access to alternative transfer or disposal facilities or desires to use other methods of waste disposal which could be utilized in carrying out this Agreement in any material respect. This includes any purchase of equipment that will materially modify how the Contractor provides services hereunder, and any capital improvements to the existing Transfer Facility. The transition to an alternative transfer facility,use of alternative disposal facilities,desire to use other methods of waste disposal, any purchase of equipment that will modify how the Contractor provides services hereunder, or any capital improvements to the existing Transfer Facility shall be at all times subject to Contractor's obligations in section 3.1(D). In the event Contractor desires to use alternative transfer or disposal facilities or disposal methods, or any purchase of equipment that will materially modify how the Contractor provides services hereunder, or complete capital improvements to the existing Facility, Contractor shall provide a written transition plan demonstrating how the transition would occur,any impacts to the provision of Solid Waste Services, and the mitigation plan therefore. The transition to and use of any alternative facility or equipment, or the construction of any improvements at the Transfer Facility shall not result in any cost to the City nor any increase in Service Fee or Organics Fee rates,unless approved by the City. Capital improvements for the Transfer Facility, and any purchase of equipment that will modify how the Contractor provides services hereunder, shall be within the discretion of the Contractor as long as,prior to such improvements or purchases,the Contractor provides notice and the transition plan to the City, and as along as City provides written approval of the transition plan prior to the improvements or purchases. Subject to the other provisions of this Agreement,the City Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 14 of 47 shall have authority, in its sole discretion, to approve the use of alternative transfer or disposal facilities. 3.14 Ongoing Maintenance of Financial Condition. The Parties have agreed that Contractor's ongoing financial health and stability are vital to the continued provision of Solid Waste Services for the term of this Agreement. Solely to demonstrate financial health as it relates to the provision of Solid Waste Services hereunder, within 30 days of the end of the calendar year, the Contractor shall provide a letter or other formal statement from the Contractor's designated bank to the City demonstrating that Contractor has met all financial covenants, including the debt service coverage ratio and financial reporting,and made all prior payments timely,required by the bank for financing related to the provision of Solid Waste Services herein. 3.15 Necessary Contracts. The Contractor shall provide for City review, but not approval, of all third- party service contracts necessary for Contractor to provide Solid Waste Services, including but not limited to third-party contracts for Transport Services and Disposal Services and with any Disposal Facilities. Contractor may redact any cost or fee schedules, special terms not applicable to this Agreement and other proprietary,trade secret or confidential information from such contracts prior to providing to the City,provided that the Contractor shall not redact the names of the parties to the contract, the term of the contract, insurance requirements, and indemnity provisions. Draft contracts shall be initially provided prior to execution of this Agreement, and final executed contracts shall be provided prior to the Effective Date of this Agreement. The Contractor shall provide any amendments or new contracts within 30 days of their execution. 3.16 Business Registration. The Contractor shall register with the City as a business prior to the Effective Date of this Agreement and shall remain registered for the term of this Agreement. 3.17 Commencement of Service. The Contractor shall begin accepting Solid Waste generated within the City pursuant to this Agreement on January 1,2025. 3.18 Surety. Prior to the Effective Date of this Agreement, the Contractor shall provide to the City a contract performance Surety in the form of a performance bond or letter of credit for the term of this Agreement. The amount of the Surety shall be$1,000,000. The Surety shall be consistent with the terms of this Agreement and be substantially in the form set forth in Exhibit "E" to this Agreement,or such other form customary in the industry which the City approves in writing,which approval shall not be unreasonably withheld,conditioned or delayed. 3.19 Public Records: Confidentiality. A. The Parties agree that all records of the Contractor and of the City which are related to this Agreement and the Solid Waste Services provided hereunder and which are prepared, owned, used, or retained by the City are public records under the Public Records Act (chapter 42.56 RCW)and may be subject to disclosure unless a statutory exemption applies. The City agrees to not intentionally waive any statutory exemptions from disclosure available for such records under the Public Record Act. The City shall, if possible, notify the Contractor before any disclosure,and provide the Contractor with an opportunity to intervene through judicial process to resist release of such records. The City agrees not to object to the Contractor's intervention in any judicial proceeding in which the City resists the release of the records in question so long as the Contractor's request to intervene is limited to resisting the release of the records. The City shall have no duty to resist release of any Contractor records,except to provide notice to Contractor of the request for and disclosure of such records as previously described. Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 15 of 47 B. All reports, educational materials, and other records prepared by the Contractor and provided to the City pursuant to this Agreement are and shall be the property of the City and shall be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public records laws. The written, graphic, mapped, photographic, or visual documents prepared by the Contractor under this Agreement and provided to the City shall,unless otherwise provided,be deemed the property of the City. The City shall be permitted to retain these documents, including reproducible camera-ready originals of reports, reproduction quality mylars of maps, and copies in the form of computer files, for the City's use. The City shall have unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any reports, data, drawings, images or other material prepared under this Agreement that Contractor provides to the City pursuant to this Agreement; provided City shall not publish, disclose, or distribute any fmancial information provided under Section 3.14 without prior notice to Contractor of its intent to do so or without providing the Contractor an opportunity to intervene through judicial process to resist release of such records; and provided further that Contractor shall have no liability for the use of Contractor's work product outside of the scope of its intended purpose. City shall provide Contractor with notice of any public records requests under Section 3.19(A). C. The City, or as requested and authorized by state law, State Auditor, or any of their representatives shall have full access to and the right to examine during normal business hours all of Contractor's records with respect to all matters that are directly related to and covered in this Agreement and are required to be provided by Contractor to the City under Section 3.24 or to support fee adjustments under Section 5.3, including tonnages received and revenues received by Contractor from Solid Waste generated within the City. Such representatives shall be permitted to audit,examine and make excerpts or transcripts from such records for a period of six years from the final date of this Agreement,provided that such representatives shall hold such matters in strictest confidence and not disclose them except in accordance with the limitations on disclosure set forth in this Section 3.19. The Contractor may request an independent third-party accountant or other professional to review any document that it believes is not directly related to this Agreement. In the event the independent third-party determines a document is not directly related to this Agreement, such document shall not be subject to review by the City or State Auditor. D. The Contractor may, from time to time, receive information which the City designates in writing to be confidential. The Contractor shall not disclose such information without the prior express written consent of City or upon order of a Court of competent jurisdiction. 3.20 Compliance with Laws and Regulations. The Contractor agrees that in providing the Solid Waste Services and the performance of its duties and obligations under this Agreement, the Contractor will qualify under, and comply with, any and all federal, state and local laws, requirements, regulations, licenses, certificates, approvals and permits now in force and which may hereafter be enacted and become effective, which are applicable to the Contractor, its employees, agents or subcontractors. 3.21 Permits, Licenses, etc. The Contractor and any subcontractors shall obtain and maintain, at their sole expense, all permits, licenses, certificates and approvals required by federal, state and local law for its operations and activities under this Agreement. The Contractor shall file with the City a list of all such permits, licenses, certificates and approvals designating the issuing authority, the dates of issuance,the expiration of those permits, licenses,certificates and approvals and shall file a copy of all current permits, licenses, certificates and approvals with the City. The Contractor shall be solely liable for all fines or penalties that may be imposed by any regulatory agency or other governmental authority for violations of permits, laws, approvals, certificates or regulations; Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 16 of 47 the City shall not be liable for and shall not reimburse the Contractor for payment of any fines or penalties. 3.22 Tariffs. Surcharges,Taxes and Fees. Except under the limited circumstances expressly set forth in this Agreement,the Contractor shall be responsible and liable for payment of all federal, state and local taxes and fees, tariffs and surcharges of every form and description including, without limitation,those that apply to any and all persons,property,income,equipment,materials,supplies, structures or activities that are involved in the performance of this Agreement. 3.23 Notification of Violations-Full Disclosure. This Section shall not apply to notification and reports of customer service complaints that occur in the normal course of business,which shall be handled in accordance with Section 3.11. Within 10 days of receiving notice of any other complaint, accident, appeal, claim or notice of violation, or other judicial or administrative action, formal or informal relating in any way to the provision of services under this Agreement, filed against the Contractor,the Transfer Facility, or any subcontractor or third-party service provider, or within 10 days of filing,receiving or otherwise learning of any bankruptcy proceeding filed by or against the Contractor,any of its owners or any entity related to the Contractor,the Contractor shall notify the City of the same in writing. The Contractor shall notify the City of the existence,filing,or receipt of any reports or other documents in any manner related to groundwater, without limitation, including the sampling or the testing thereof. The Contractor shall provide copies of any complaints, accidents, appeals, claims or notices of violation, or other judicial or administrative action,formal or informal,responses thereto,and any reports or documents related to groundwater, as requested by the City within seven days of the City's request,or if the request is made prior to a response, within seven days of such response. The Contractor shall provide notice of final resolution of any such complaint, accident claim, appeal, claims or notices of violation, or other judicial or administrative action to the City within 10 days of such resolution. This Section 3.23 contemplates full and forthright disclosure by the Parties. 3.24 Reports. The Contractor shall keep accurate records of all transactions connected with this Agreement including,but not limited to,all correspondence and invoices,transaction/weight tickets and receipts issued to or at the Transfer Facility and Disposal Facility for Solid Waste generated in the City.Notwithstanding anything to the contrary in this Agreement,the City shall have the right to review and audit the Contractor's records to which the City has access under Section 3.19(C), above. The Contractor shall provide, in a form acceptable to the City, a quarterly report for the preceding reporting period summarizing routine and extraordinary activities relating to Solid Waste generated in the City during the prior reporting period and plans and schedules for future activities. The quarterly reports shall provide data by monthly increments. Prior to January 31 of a given year,an annual report shall be prepared and submitted for the entirety of the previous calendar year, with the data provide in monthly increments. The reports shall include: A. Tonnage. The tonnage by type of waste (total Solid Waste,Acceptable Waste, Recyclables, Organics, C&D Waste, MRW, Special Waste, and Unacceptable Waste) or other material generated within the City and accepted at the Transfer Facility and the tonnage processed as part of the Contractor's Transport and Disposal Services. Tonnages shall be based upon actual tonnages as measured by a scale system legally calibrated and certified to be accurate by the appropriate governmental entity or agency, or if no such agency is conducting calibrations or certifications, an independent contractor,to certify such scales. B. Trips. The number of trip visits to the Transport Facility by: (1)Designated Haulers, and(2) Self Haulers. Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 17 of 47 C. Customer Service Inquiries. The number of customer service inquiries handled by customer service representatives from Designated Haulers or Self Haulers by month and by the following categories: (1)fee issues;(2) issues with interactions with Contractor staff; and(3)provisions of services(e.g.,wait times, acceptance of waste,etc.). D. Extraordinary Occurrences. Any extraordinary occurrences affecting the Contractor's performance of this Agreement including, but not limited to, incidents of inadvertent acceptance of Unacceptable Waste generated within the City known to Contractor, and occurrences affecting or caused by the Transfer Facility, any subcontractor or third-party service provider. E. A discussion of education and outreach efforts, and of grants pursued and results. 3.25 Changes in Law. The Parties agree that periodically there may be a Change in law that may impact the methods or delivery of Transfer, Transport, and Disposal Services and/or the operations of the Transfer Facility under this Agreement. In the event there is a Change in law that materially impacts Transfer,Transport,or Disposal Services,materially impacts the operations of the Transfer Facility, or that will cause material delays, interruptions, or disruptions to such Services or Facility under this Agreement, Contractor shall notify the City of such Change in law as soon as reasonably possible. The Parties shall mutually agree on necessary modifications to Transfer, Transport, or Disposal Services, or modifications to the Transfer Facility, to minimize impacts, delays, interruptions, or disruptions. Such modifications may include modifications to operations, equipment, and/or the Transfer Facility. Contractor shall develop a transition plan to address Services prior to and during any such modifications. In the event such modification(s) that is necessary as a result of the Change in law will result in actual increased cost to Contractor, including,but not limited to,whether such increased costs are due to net loss or reallocation of one or more streams of waste,Contractor may seek adjustments to Service Fees in the manner set forth in Section 5.3(C). Any fee change under this provision shall not be duplicative above and beyond any other increase in fees allowed by any other Section of this Agreement. For example, if the Organics tonnage increases above the limit set in Section 5.2(B) as a result of a Change in law, Section 5.2(B)controls exclusively as stated therein,and Contractor may not seek increases under both this Section and Section 5.2(B)for that increase. 3.26 Community Cleanup events. The City may from time-to-time request, and Contractor agrees to cooperate,in providing one or more community clean-up events or programs. Such events shall be in such forms and manner as agreed to by the parties through letter agreements executed by the City Manager or designee for the City and President for Contractor. The City agrees to pay for such programs either through direct payments for actual costs or by authorizing adjustments to annual rates for actual costs of such program or programs. Parties agree to cooperate and work together in good faith in developing, implementing, and promoting any community clean-up programs. Examples of clean-up programs could include distribution of vouchers allowing drop- off of a free solid waste load at the Transfer Facility, or distribution of disposal vouchers to non- profits for clean-up events throughout the City. Contractor shall provide estimated costs for any community clean-up program prior to implementation of such program and provide such services after the approval of the City of the costs. ARTICLE 4 CITY'S RESPONSIBILITIES 4.1 Delivery of Acceptable Waste. No minimum amount of Acceptable Waste tonnage is guaranteed under this Agreement. However,the City shall, in its contracts with Designated Haulers, obligate, to the maximum extent allowed by law,the Designated Haulers to haul and deliver all Acceptable Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 18 of 47 Waste collected pursuant to such contracts to the Contractor's Transfer Facility for processing. The City shall diligently enforce,to the maximum extent allowed by law,all obligations in its contracts with Designated Haulers, including,without limitation,those related to the collection,hauling and delivery of Acceptable Waste to the Transfer Facility. The provisions of the City's contracts with the Designated Haulers shall not restrict Contractor's right to enforce the terms of its agreements with the Designated Haulers described in Section 3.11(F). In the event the City chooses to provide for Acceptable Waste collection through the use of City staff and resources,the City shall haul and deliver all such Acceptable Waste collected to the Contractor's Transfer Facility for processing. The City's obligation to contractually obligate and enforce its collection, hauling, and delivery obligations with its Designated Haulers as outlined above does not create any obligation or requirement for the City to impose mandatory collection from all of its residents and commercial businesses. 4.2 Cooperation with Contractor. The City shall use its best efforts to cooperate with the Contractor and to respond to the Contractor's reasonable requests for information and assistance, consistent with the provisions of this Agreement.As part of its cooperation,the City shall provide all necessary information to assist with educational components. 4.3 Comprehensive Solid Waste Management Plan. The City shall maintain and update as required by law a Comprehensive Solid Waste Management Plan in accordance with chapter 70A.205 RCW, as now adopted or hereafter amended. Subject to the requirements of applicable law, the Comprehensive Solid Waste Management Plan adopted by the City and any amendments thereto shall be consistent with the terms of this Agreement. The City shall include the Contractor in public discussions and development of the City's Comprehensive Solid Waste Management Plan to the extent permitted by law during the term of this Agreement. In the event any inconsistency is determined between the Comprehensive Solid Waste Management Plan and this Agreement, the City shall notify the Contractor and the Parties shall in good faith negotiate an amendment to this Agreement, which shall include adjustments to the Fees payable to Contractor to fairly reflect additional or reduced services, costs and expenses or reductions or increases in waste arising from such amendments, so that the provision of Solid Waste Services under this Agreement does not violate the City's Comprehensive Solid Waste Management Plan. In the event the Parties cannot come to agreement on modified fees,the Parties shall resolve such fee dispute in accordance with the provisions of Article 12-Disputes. 4.4 Compliance with Laws and Regulations. City agrees that in the performance of its duties and obligations under this Agreement, the City shall comply with any and all federal, state and local laws, requirements, regulations, licenses, certificates, approvals and permits now in force and which may hereafter be enacted and become effective, which are applicable to the City or its officers, employees or agents and which are related to the provision of Solid Waste Services as provided herein. ARTICLE 5 FEES 5.1 Load Limits. There shall be no per load minimum or maximum tonnage of Acceptable Waste, Recyclables, Organics, or C&D Waste required for acceptance of such wastes and Recyclables at the Transfer Facility. 5.2 Fees. For the Contractor's performance of its obligations under this Agreement it shall be entitled to the sum of the Service Fee, Organics Fee,and Special Waste Fees as follows: A. Service Fee. Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 19 of 47 1. $126.23 per ton of Acceptable Waste and C&D Waste. The Contractor may impose a minimum charge for Acceptable Waste and C&D Waste of up to $19.81 for 300 pounds of waste. 2. Customers may deliver up to four non-Class 8 truck tires in a single load of Acceptable Waste without a separate charge. 3. Customers may deliver up to one tree stump in a single load of Acceptable Waste without a separate charge. B. Organics Fee. 1. $71 per ton of Organics,. The Contractor may impose a minimum charge for Organics of up to$13.40 for up to 390 pounds of Organics. The Organics Fee shall only apply to routes and loads consisting of Organics derived from within the City with no more than a small amount of Organics derived from outside the City. The Organics Fee shall not apply to routes and loads delivered from Self Haulers and Designated Haulers with more than a small amount of commercially derived Food Scraps. 2. The Parties acknowledge that Organics Waste fluctuates year-to-year, but historically has averaged 5,080 tons per year from 2014 through 2024. To accommodate extreme fluctuations in Organics and the impact it will have on Transfer, Transport, and Disposal services,to the extent the quantity of Organics received by Contractor exceeds 7,000 tons of Organics delivered per year, Contractor shall be entitled to request an equitable adjustment of the Organics Fee to address actual reasonable costs incurred by Contractor as a result of such extreme increase in tonnage of Organics. Contractor may make such request based upon an annual estimate from actual Organics Waste tonnage collected for at least a six-month time period. The 7,000 tons of Organics referred to in this Section 5.2(B)(2) shall automatically be adjusted annually to account for the average growth or decreases in the total Acceptable Waste collected over the prior calendar year. For example, if the Acceptable Waste grows 1.7% in 2025, the 7,000-ton limit shall be automatically increased 1.7%for any fee increase requested in 2026. 3. The Contractor shall provide notice to the City at least 60 days prior to increasing the Organics Fee. The notice shall include documentation showing the actual and estimated increase in Organics tonnage, changes in other Solid Waste tonnages, the cost increases incurred by the Contractor to justify the requested increase in Organics Fee, and other relevant information. Upon receipt of the notice, the City may request such other information to evaluate the request and may request corresponding decreases in the Service Fee. Any such increase shall be subject to the approval of the City which approval shall not be unreasonably withheld, conditioned or delayed. The Parties agree that these Sections 5.2(B)(2)&(3)shall be utilized in lieu of Section 3.25, Section 5.3, or any other section of this Agreement when Organics tonnage exceeds the limits set forth herein, regardless of the reason for the increase in Organics tonnage. C. Special Waste Fees. Except as otherwise provided in Subsection A above with respect to tires and stumps,the Contractor shall have sole discretion to set the rates for handling and disposal of Special Waste, provided, however, such rates shall be reasonable based upon costs for acceptance, processing, transport and disposal of such Special Waste. The Contractor is obligated to provide for the handling and disposal of Special Waste as provided herein. Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 20 of 47 The Parties agree that the Service Fee is comprised of and includes any and all costs associated with acceptance,processing,transport,disposal,and recycling of Recyclables,MRW,and, if it is accepted by Contractor,Unacceptable Waste, and costs associated with maintenance,repair, improvements (as provided herein), and purchase of equipment for the Transfer Facility and Transfer Services. The Contractor shall not charge any fee to Designated Haulers or Self Haulers for acceptance, processing, transport, disposal, and recycling of Recyclables and MRW. The Contractor shall retain any revenues received from recycling of all Source- Separated Recyclables, composting of Source-Separated Organics, and salvage of commercially usable Acceptable Waste and C&D Waste. All Service Fees,Organics Fees,and Special Waste Fees shall be charged to Designated Haulers and Self Haulers and collected by Contractor at the time such waste is accepted at the Transfer Facility, or by invoice to the Designated Haulers in the event the Contractor has separate agreements with the Designated Haulers. Except as provided below, the Contractor shall not be entitled to and the City shall not be required to make any payments to Contractor for any reason under this Agreement, except as otherwise provided in Article 8 (Indemnification) and Article 11 (Default). In the event City provides for collection and delivery of Solid Waste generated by the City with its own staff and delivers it to the Transfer Facility, the City shall be charged and pay the same rates as all other customers as set forth herein unless otherwise agreed to in writing by the Parties. 5.3 Adjustment of Fees. A. Annual Adjustment. Effective on January 1, 2026 and on January 1st of each year thereafter during the term of this Agreement,the then current Service Fee and Organics Fee,as previously adjusted under this Section 5.3(A), shall be automatically increased by 95% of the percentage change in the average CPI for the 12 month period July 1 through June 30 of the calendar year before the adjustment becomes effective as compared to the average CPI for the 12 month period July 1 through June 30 in the year before that and multiplying the result by the then applicable Service Fee and Organics Fee. The Annual Adjustment shall be set no later than October 1 of each year,to become effective as outlined in this section. Contractor shall provide an estimate of the Annual Adjustment to the City by September 1 of each year to allow the City to accommodate its determination of the City's Administrative and Maintenance Fee. B. Adjustment for Government Taxes. The Contractor may increase the fees payable under Section 5.2 for reasonable actual increased costs resulting from changes in government,health district and/or department, or other agency taxes, fees, and surcharges that are assessed upon Contractor for its operations and Solid Waste Services hereunder that occur or are increased after the Effective Date of this Agreement. Such changes shall include solid waste utility taxes and other taxes, fees, surcharges and impositions relating to solid waste or solid waste processing, handling and disposal. Such changes do not include real estate taxes, ad valorem taxes,telecommunications taxes,water and sewer connection fees or water and sewer user fees, sales or income taxes,host fees,other utility taxes,and any other similar fees,taxes,surcharges, and assessments. The Contractor shall provide notice to the City at least 30 days prior to increasing such fees and the City may request documentation of the reasonable actual increased costs resulting from such changes. If the City requests documentation and the Contractor does not or cannot provide such documentation, the Contractor may not increase fees until Contractor provides such documentation. After-enacted government taxes,fees,and surcharge increases or decreases are not subject to the annual adjustment contained in Section 5.3(A). Any dispute regarding the appropriateness of increases shall be resolved pursuant to Article 12 (Disputes). Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 21 of 47 C. Adjustment for Changes in Federal, State and Local Law. The Contractor may increase the fees payable under Section 5.2 for reasonable actual increased costs resulting from changes in federal, state,or local law. For purposes of this Section,"Change in law"excludes any change in tax,fee,or surcharge as provided for in Section 5.3(B). The Contractor shall provide notice to the City at least 30 days prior to increasing such fees and the City may request documentation of the reasonable actual increased costs resulting from such changes. If the City requests documentation and Contractor does not or cannot provide such documentation,the Contractor shall not increase fees until Contractor provides such documentation. Any dispute regarding the appropriateness of increases shall be resolved pursuant to Article 12 (Disputes). Any fee change under this provision shall not be duplicative above and beyond any other increase in fees allowed by any other Section of this Agreement. For example, if the Organics tonnage increases above the limit set in Section 5.2(B) as a result of a Change in law, Section 5.2(B) controls exclusively as stated therein, and Contractor may not seek increases under both this Section and Section 5.2(B)for that increase. D. Adjustment for Uncontrollable Circumstances. Upon reasonable agreement of the Parties,the Contractor may increase the fees payable under Section 5.2 for reasonable actual increased costs resulting from Uncontrollable Circumstances. The Contractor shall provide immediate notice of such Uncontrollable Circumstances to the City. The City may request documentation of such reasonable actual increased costs resulting from Uncontrollable Circumstances. The Parties shall work diligently and reasonably towards agreement and shall not unreasonably withhold or delay agreement on any fee increase. The agreed upon fees shall include all actual reasonable increased costs incurred from the date of the Uncontrollable Circumstances. Any dispute regarding the appropriateness of increases shall be resolved pursuant to Article 12 (Disputes). E. Reduced Fees for"Most Favored Customer." Notwithstanding any provision to the contrary herein,the Contractor may use the Transfer Facility to process Solid Waste of any governmental or private entity or person other than the City, Designated Haulers, and Self Haulers. In the event the Contractor enters into an agreement with any governmental entity other than the City to process Solid Waste that requires the Contractor to perform one or more of the same material Solid Waste Services the Contractor is required to perform under this Agreement in the same manner and to the same extent as required under this Agreement, the Contractor shall reduce the applicable Service Fee or Organics Fee under this Agreement to the lower amount provided to the other governmental entity.If there is a difference in the manner, quantity or extent in the Solid Waste Services that results in lower rates to other governmental entities, the City may request information and the Parties may negotiate such amendments or adjustments to the manner or extent of such Solid Waste Services under this Agreement to allow for application of the lower rates. F. Services Under Emergency Operations Plan. In the event the Contractor implements the emergency operations plan under Article 6 (Emergencies), the Service Fee and Organics Fee shall not increase above the rate in effect immediately prior to the date and time of such implementation. G. No Payment for Services Not Performed. The Contractor shall receive no payment for services required under this Agreement which are not provided by the Contractor or its subcontractors, even if such failure is caused by events or occurrences of a nature commonly known as"force majeure"or acts of God or strikes beyond the Contractor's control. H. Reduced Fees for Changes in Law, Taxes, and Other Systemwide Changes. If there are any changes in taxes,Changes in law,systemwide changes to the provision of Solid Waste Services Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 22 of 47 affecting the City or regional or state solid waste systems, or other changes that occur as identified in Section 5.3 only that result in decreases in reasonable actual costs, fees, rates, or taxes, in each case as previously referenced in this Section 5.3, the City may request information,analysis,and implementation of decreased rates. Contractor shall work with City to provide such information and implement adjusted rates where actual costs decrease as a result of such change. Such changes include, but are not limited to, mandated curbside collection by the City, state or other agency with jurisdiction, decreased liability of the Contractor for taxes under Section 5.3(C), or other systemwide changes to the provision of Solid Waste Services affecting the City or regional or state solid waste systems, including but not limited to the selection of different Designated Haulers. 5.4 Fees and Taxes Payable to the City. A. The Contractor shall pay an annual administrative and maintenance fee on Acceptable Waste and Organics generated within the City to the City to compensate the City for costs associated with administration of this Agreement, management of Solid Waste within the City, and the impacts of transport operations on City streets to and from the Transfer Facility at such amount as described in this Section 5.4. Such fee shall be paid in quarterly installments at amounts calculated as outlined in Section 5.4(C), due within 30 days of the completion of the first calendar quarter of 2025 and within 30 days of the completion of each calendar quarter thereafter throughout the term of the Agreement. The City may alter the fee once each year upon authorization from the City Council and shall notify the Contractor of such alteration by September 22 of each calendar year. Any alteration shall not take effect before January 1 of the subsequent calendar year. For purposes of calendar year 2025 the administrative and maintenance fee shall be $0 per ton of Acceptable Waste and Organics received from Solid Waste generated within the City and delivered to the Contractor. The City shall use the administrative and maintenance fee for administration of this Agreement, any and all costs related to management of its solid waste program, including community clean-up programs, and/or a portion of its street preservation,maintenance,and operation programs. B. The City shall have the right to request review and/or audit of all records related to the tonnages of Acceptable Waste and Organics received from Solid Waste generated within the City and delivered to the Contractor and amounts payable and due under Section 5.4(A)at any time. C. The administrative and maintenance fee payable to the City shall be calculated on a per ton basis for tonnage of Acceptable Waste and Organics received from Solid Waste generated within the City and delivered to the Contractor. A worksheet showing the calculation of the administrative and maintenance fee shall be included with payments of that fee to the City. The administrative and maintenance fee may be added,as applicable,to the fees set forth in Section 5.2,as adjusted,to make up the total tipping fees that Contractor charges to Designated Haulers and Self Haulers. The Contractor shall have the right to direct any questions regarding the administrative and maintenance fee to the City and the City shall be responsible for handling all complaints and inquiries about such administrative and maintenance fee. The Contractor shall be responsible for the collection and delivery of the administrative and maintenance fee to City to the extent of the amount owed based on tonnage of Acceptable Waste and Organics received from Solid Waste generated within the City and delivered to the Contractor. The Contractor shall collect the City's administrative and maintenance fee as agent for the City and shall deliver the amount collected to the City as provided in Section 5.4(A). For purposes of calculating taxes on the collection and delivery of the administrative and maintenance fee,the City's administrative and maintenance fee is not the income or asset of Contractor for any reason and is paid to and received by the City exclusively because of the exercise of its governmental functions. The Contractor shall not have any personal liability to the City for the Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 23 of 47 administrative and maintenance fee other than the obligation to collect and deliver the administrative and maintenance fee to the City as set forth in Section 5.4(A). The Contractor shall maintain books and records showing that Contractor is acting as agent for the City and that the City is the actual owner of the City administrative and maintenance fee funds collected by Contractor. D. In the event the City imposes a solid waste utility tax or other business and occupation tax on the provision of Solid Waste Services by the Contractor or the Contractor's operation of its solid waste business, the Parties agree that such tax is an after-enacted government tax under Section 5.3(B) and Contractor shall be entitled to increase the fees payable under Section 5.2 for the actual increased costs resulting from such tax. Such tax shall be paid to the City at such time and in such manner as specified in the ordinance imposing such tax. ARTICLE 6 EMERGENCIES 6.1 Notification. Any Party with knowledge of circumstances or potential circumstances which could impact the availability of Acceptable Waste, the ability of the Transfer Facility to process Acceptable Waste, Recyclables, Organics, MRW and C&D Waste, and Special Waste, the ability of the Contractor to provide Transfer Services, Transport Services, or Disposal Services, or the ability of the Disposal Facility to dispose of,recycle, or compost Acceptable Waste, Recyclables, Organics,and C&D Waste shall promptly notify the other Party. Said notification shall in no case take more than 24 hours after the discovery of the information. Notification shall initially be oral and shall be followed by prompt written notification. 6.2 Emergency Operations Plan. Prior to the execution of this Agreement,the Contractor shall provide to the City a written comprehensive emergency operations plan designed to provide an alternate means of providing Transfer Services, Transport Services, and Disposal Services, to process, transfer, transport and dispose of, recycle, and compost Solid Waste under this Agreement should the Contractor not be able to do so with the originally designated Transfer Facility,Disposal Facility or in the manner originally contemplated. Examples of emergencies which would give rise to use of the emergency operations plan include,but are not limited to,Uncontrollable Circumstances that render the Transfer or Disposal Facility inoperable, or government regulatory action that renders the Transfer or Disposal Facility inoperable. Lack of capacity to process Solid Waste at either the Transfer or Disposal Facility due to increased Solid Waste from sources other than the City shall not constitute a valid emergency. The emergency operations plan shall be consistent with the terms of this Agreement and shall be reviewed annually and updated as necessary. A copy of the emergency operations plan is attached hereto as Exhibit"F." 6.3 Implementation of the Emergency Operations Plan. In the event that the Contractor fails or is unable to provide the Solid Waste Services which it has agreed to perform under this Agreement, or is unable to process, transfer, transport to and legally dispose of, recycle, or compost all Acceptable Waste, Recyclables, Organics, and C&D Waste at the Disposal Facility,the Contractor shall immediately implement the emergency operations plan and thereafter immediately notify the City and the Designated Haulers orally,followed by a written notification to the City at the earliest practicable time,which shall not exceed 24 hours from the time the emergency operations plan was put into effect. 6.4 Natural Disasters and other Community Emergencies. In the event of a widespread natural disaster, such as a major windstorm, snowstorm, ice storm, wildfire caused by weather impacts, or other weather-related event, the City may request the Contractor assist with debris disposal above and beyond standard operational practices for a defined and limited period. Generally such requests Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 24 of 47 will be triggered by a formal declaration of an emergency by City Council or City Manager,though the City may make a request for any natural event or community emergency that materially impacts the need for immediate solid waste services for community members as determined by the City. Within three months of executing this Agreement, the contractor shall submit a plan that includes, at a minimum, the following terms, which may be adjusted based on the actual disaster or emergency: A. City staff will communicate a defined number of days of acceptance of disaster-related debris to the Contractor. B. Contractor will track and accept debris from Self-Haulers and those contracted with the City to collect and manage the debris, under the same size and condition constraints under normal operation as outlined in the contract, except as may otherwise be agreed by the Parties. Such tracking shall include tonnage of materials received specifically related to the emergency event. C. The Parties agree to work together and utilize their respective websites and social media to communicate to the public the logistics of emergency-generated debris disposal by self-haulers and those contracted with the City to collect and manage the debris, including process,size and volume restrictions specific to the incident, and time and date parameters. D. The Contractor shall make available as the primary preferred short-term emergency debris disposal site a facility within a reasonable distance of the Transfer Station, or a mutually agreeable alternate site upon request of the City via the process outlined above. E. The Contractor shall define areas for short-term collection and staging of debris from self- haulers and those contracted with the City to collect and manage the debris in piles and/or via collection boxes located on the primary preferred site. F. The Contractor will exclude from its emergency-related cost calculations any materials received and transacted as a normal course of business during the defined emergency disposal timeframe. G. Contractor shall be entitled to reimbursement for actual costs incurred for disaster or emergency related waste services covered under this Section above and beyond normal Transfer,Transport, and Disposal Services. Contractor shall provide receipts, data, and other supporting documentation to demonstrate tonnage of waste handled and actual costs incurred specific to the emergency event, if reasonably practicable in light of such emergency. The City shall provide reimbursement either through (1) adjustment of rates for a period of 12 calendar months beginning at the same time as the next regularly scheduled periodic rate adjustment,or (2)through a payment from the City, selected in the City's sole discretion.If the City exercises the rate adjustment option,any emergency-related rate adjustment would end after 12 months, would reimburse 100%of the amounts,and not factor into subsequent annual CPI calculations. ARTICLE 7 OWNERSHIP OF WASTE 7.1 Ownership. Title to Solid Waste delivered to the Contractor under this Agreement is in the person or entity which arranged for said delivery and provided the Solid Waste. The Contractor may obtain ownership of Solid Waste delivered to the Transfer Facility to the extent provided by law,but only to the extent that Contractor accepts and processes such Solid Waste. Notwithstanding anything to the contrary in this Agreement,title to Solid Waste shall not vest in the City. Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 25 of 47 ARTICLE 8 INDEMNIFICATION 8.1 Indemnification and Hold Harmless Non-Environmental. Contractor shall, at its sole expense, defend, indemnify and hold harmless City and its officers,agents,and employees,from any and all claims,actions, suits, liability, loss,costs,attorney's fees and costs of litigation,expenses, injuries, and damages of any nature whatsoever relating to or arising out of the breach by the Contractor of any of its representations, warranties or covenants under this Agreement or the intentionally wrongful or negligent acts,errors,or omissions in the services provided by Contractor,Contractor's agents,subcontractors,subconsultants and employees to the fullest extent permitted by law,subject only to the limitations provided below. Such duty to defend,indemnify,and hold harmless the City and its officers, agents, and employees shall survive the term of this Agreement. 8.2 Indemnification and Hold Harmless-Environmental. Contractor shall,at its sole expense,defend, indemnify, and hold harmless the City, its officers, agents,and employees,from any and all claims of pollution or other environmental liabilities arising out of the Transfer Services, Transport Services, and Disposal Services provided by Contractor, Contractor's agents, subcontractors, subconsultants, and employees, including any third-party service providers providing Transport Services and Disposal Services or owning any Disposal Facility(s) utilized by the Contractor, for disposal of Solid Waste under this Agreement. Such duty to defend, indemnify, and hold harmless the City and its officers, agents, and employees shall survive the term of this Agreement until the statute of limitations on any such claims expires which may last through operation, closure, and post-closure of any Transfer Facility or Disposal Facility utilized by the Contractor to provide Transfer and Disposal Services under this Agreement. 8.3 General Provisions. The following provisions are applicable to indemnification under Sections 8.1 and 8.2: A. Contractor's duty to defend, indemnify and hold harmless City shall not apply to liability for damages arising out of such services caused by or resulting from the intentional wrongful acts or sole negligence of City or City's agents or employees. B. Contractor's duty to defend, indemnify and hold harmless City against liability for damages arising out of such services caused by the concurrent negligence of(1)City or City's agents or employees, and (2) Contractor's agents, subcontractors, subconsultants and employees, shall apply only to the extent of the negligence of Contractor, Contractor's agents, subcontractors, subconsultants and employees. C. Contractor's duty to defend, indemnify and hold City harmless shall include, as to all claims, demands, losses and liability to which it applies, City's personnel-related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the City Attorney, outside consultant costs, court costs, fees for collection, and all other claim- related costs and expenses. D. Contractor specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided, that Contractor's waiver of immunity under this provision extends only to claims against Contractor by City,and does not include,or extend to,any claims by Contractor's employees directly against Contractor. Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 26 of 47 The Parties hereby certify that this indemnification provision was mutually negotiated and agreed to. E. Contractor and the City agree to make and pursue claims against their applicable insurance coverage for all costs and expenses related to third party claims. Nothing in this Agreement shall constitute a waiver or relinquishment of any claims either Contractor or the City may have against their respective insurers,nor shall any provision of this Agreement waive or relinquish any subrogation or contribution rights that Contractor or the City's insurers may have against another insurer or other potentially responsible party. F. In no event shall the Contractor be liable for consequential, special, or incidental damages suffered by the City. ARTICLE 9 INSURANCE 9.1 Insurance Required. Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Contractor, its agents,representatives, employees or subcontractors. 9.2 Minimum Scope of Insurance. Contractor shall obtain or,as indicated below,arrange for insurance of the types described below: A. Automobile liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. B. Commercial general liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09 or an endorsement providing at least as broad coverage. There shall be no exclusion for liability arising from explosion,collapse or underground property damage. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured-Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. C. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. D. Commercial Umbrella Liability Insurance(not"excess only"Umbrella Liability Insurance). E. Pollution Liability Insurance covering bodily injury and property damage to third parties resulting from sudden or gradual pollution occurring during the course of providing any of the Solid Waste Services outlined herein. In the event Contractor utilizes a third-party service provider to provide Transport Services and Disposal Services,including any third-party owned Disposal Facility(s), Contractor shall provide or arrange for the owner of the Disposal Facility to provide the Pollution Liability Insurance required under this Agreement and shall provide evidence of or evidence that such owner has pollution liability insurance in at least the amount Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 27 of 47 provided in Section 9.3(D) for losses arising from the provision of such services and use of such facility(s)for the Solid Waste Services provided under this Agreement. 9.3 Minimum Amounts of Insurance.The required limits described in this Section 9.3 may be increased at the City's sole discretion, reasonably exercised based upon industry norms, after providing 180 days notice to the Contractor, but in no case may an increase be required prior to January 1,2032. Contractor may request modifications to the Service Fee for actual increases in costs as a result of any change in insurance limits under this Section. Contractor shall maintain or, as indicated in Section 9.2(E), arrange for the following insurance limits or equivalent or broader coverage that meets or exceeds these requirements: A. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. B. Commercial general liability insurance shall be written with limits no less than$1,000,000 per occurrence, $2,000,000 general aggregate. C. Commercial Umbrella Liability Insurance (not "excess only" Umbrella Liability Insurance) with limits of$3,000,000 for each occurrence, and $3,000,000 aggregate; and either further Commercial Umbrella Liability Insurance of an additional $2 million per occurrence and $2 million aggregate, or an excess liability policy of at least $2,000,000 that extends over Contractor's Umbrella Policy. D. Pollution Liability (Environmental Liability) with limits of$5,000,000 to be provided by the party required to provide such insurance under Section 9.2(E). The Parties acknowledge and agree that the Contractor has provided certificates of insurance to the City evidencing its existing insurance coverages, and the City has confirmed that such coverage meets the requirements of this Section 9.3. 9.4 Other Insurance Provisions. A. The insurance policies are to contain, or be endorsed to contain, the following provisions for all insurance except workers'compensation: 1. Contractor's insurance coverage shall be primary insurance with respect to City. Any insurance, self-insurance,or insurance pool coverage maintained by City shall be in excess of Contractor's insurance and shall not contribute with it. 2. Contractor shall fax or send electronically in .pdf format a copy of insurer's cancellation notice within two Business Days of receipt by Contractor. 3. City shall be named as an additional insured. 4. If Contractor maintains higher insurance limits than the minimums shown above,City shall be insured for the full available limits of commercial general, excess or umbrella, and pollution liability maintained by Contractor,irrespective of whether such limits maintained by Contractor are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Contractor. Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 28 of 47 B. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. C. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Contractor shall furnish acceptable insurance certificates to the City Clerk at the time Contractor returns the signed Agreement to the City. The certificate shall specify all of the parties who are additional insureds, and will include applicable policy endorsements, and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested,complete copies of insurance policies shall be provided to City. Contractor shall be financially responsible for all pertinent deductibles, self-insured retentions, and/or self- insurance. The Contractor shall obtain replacement insurance certificates meeting the requirements herein and furnish such replacement certificates to the City at least 30 days prior to the expiration of the insurance certificate being replaced. D. Insurance Required from Designated Haulers. The City shall, in its contracts with Designated Haulers, obligate them to obtain and keep insurance policies in force with companies and coverages as are customary in the industry. The City shall provide copies of all insurance certificates for the Designated Haulers to Contractor within two Business Days of Contractor's request. E. Failure on the part of Contractor to maintain the insurance as required shall constitute a major default, subject to the terms of Article 11. ARTICLE 10 COORDINATION MEETINGS 10.1 Initial Coordination Meeting. Prior to the commencement of services under this Agreement, the Contractor,City and others requested by either Party shall meet as necessary to discuss scheduling, processes and any other matters the Parties deem appropriate. 10.2 Periodic Coordination Meetings and Reports. The City and the Contractor shall hold periodic coordination meetings, no less than quarterly,to review the Solid Waste Services being provided, problems and/or complaints made by third parties. Either the City or the Contractor may organize, call and notify the other Party of that meeting. If requested, either Party shall submit a written report to the other Party at least seven days before any meeting regarding operations, problems, complaints or any other matter arising under this Agreement. ARTICLE 11 DEFAULTS 11.1 Contractor Default. There shall be two classes of defaults by the Contractor in its performance under this Agreement: A. Major Default. A Major Default includes: 1. The Contractor's failure to provide Transfer Services, Transport Services and Disposal Services for all Acceptable Waste, Recyclables, Organics, and C&D Waste at the Transfer Facility and Disposal Facility or an alternate facility under Section 3.13 for a period of two consecutive Days provided such failure is not due to Uncontrollable Circumstances; 2. A release or the threat of a release by the Contractor of a Hazardous Substance,as defined by the Comprehensive Environmental Response, Compensation, and Liability Act, 42 Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 29 of 47 U.S.C. 9601 et. seq. as amended("CERCLA"),or as defined by the Model Toxics Control Act,chapter 70A.305 RCW,as amended("MTCA"),which the City reasonably concludes, in its reasonable discretion, may constitute a release or threatened release of a hazardous substance of such a degree that the United States Environmental Protection Agency or Washington Department of Ecology would be reasonably likely to conduct a remedial action,require remedial action by the City or the generators of the Solid Waste,or impose liability on the City or generators of the Solid Waste; provided that a release or threat of release of a Hazardous Substance as described in this Section 11.1(A)(2) shall not constitute a Major Default or default by Contractor under this Agreement if Contractor: (1) has already begun and is diligently pursuing a response or remedial action as required by CERCLA or MTCA at the time of the City's determination; or(2) following notice from the City of a release or threatened release, Contractor implements a response or remedial action and diligently pursues it as required by CERCLA or MTCA; 3. The situation wherein the emergency operations plan is put into effect,whereupon,the City shall have the reasonable discretion, 10 days thereafter,to determine that Contractor is not implementing the emergency operations plan and is failing to provide Transfer Services, Transport Services,and Disposal Services for all Acceptable Waste,Recyclables,Organics, and C&D Waste in accordance with the terms of the emergency operations plan,provided such failure is not due to Uncontrollable Circumstances; 4. Except as otherwise permitted herein,the Contractor's assignment of any rights, duties or obligations under or arising from this Agreement without the prior written consent of the City,which consent shall not unreasonably be withheld, conditioned or delayed; 5. Except as otherwise permitted herein, the transfer, conveyance or assignment of a controlling ownership interest in the Contractor, without the prior written consent of the City,which consent shall not unreasonably be withheld, conditioned or delayed; or 6. The filing of any bankruptcy proceeding against or by the Contractor and subsequent proceedings thereafter whether voluntary or involuntary that prevent Contractor from providing the Solid Waste Services under this Agreement, and in the case of a bankruptcy filing against the Contractor or involuntary filing, the Contractor does not have such proceeding vacated or dismissed within 60 days after it is filed. 7. Failure on the part of Contractor to maintain the insurance as required pursuant to Article 9. B. Minor Default. A Minor Default includes any other failure by the Contractor to perform its obligations under this Agreement which does not constitute a Major Default. 11.2 Consequences of Contractor Defaults. A. Major Default. In the event of a Major Default, the City shall have the right, in its sole discretion,to immediately: 1. Seek and receive liquidated damages from the date of the Major Default in the amount of $5,200 per day up to a maximum of$936,000, to the date the Major Default is remedied by the Contractor or this Agreement is terminated,whichever comes first. Unless otherwise agreed by the Parties or there is ongoing litigation regarding such determination of Major Default, if, after 90 days from such determination, a Major Default does not appear to be able to be cured in a reasonable time, City shall consider and make reasonable good faith Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 30 of 47 efforts to terminate this Agreement in a timely manner as provided herein.These liquidated damages are not a penalty,but are fixed and agreed upon between the Contractor and City because of the impracticability and difficulty of fixing and ascertaining the actual damages that the City would sustain in the event of a Major Default; 2. Terminate this Agreement upon written notice and declare that it is released from its obligations under this Agreement and may use any other method, person or entity to provide the services required under this Agreement or substitutes therefore and may seek any legal or equitable relief permitted by law; 3. Use any other method, person or entity to perform the services required under this Agreement or substitutes therefore without the Contractor being released from its obligations under this Agreement; 4. Seek the judicial remedy of specific performance; 5. Foreclose on the Surety in accordance with this Agreement. The City shall reduce the amount received from foreclosure on the Surety by the amount of any liquidated damages received; or 6. Pursue any combination of the foregoing or any other remedy provided under this Agreement or by law. B. Minor Default. In the event of a Minor Default,the Contractor or Surety shall be permitted to remedy the Minor Default within 30 days of the City sending written notice and if Contractor does not remedy the Minor Default within such time period, or if such Minor Default is not susceptible to cure within such 30 day period, if Contractor shall fail to commence and diligently pursue such cure to completion within the period of time which is reasonably necessary to complete such cure,then the Contractor shall pay to the City liquidated damages in the amount of$1,300 per day from the date that is the last day of such 30 day or reasonable cure period to the date the Minor Default is remedied. These liquidated damages are not a penalty but are fixed and agreed upon between the Contractor and City because of the impracticability and difficulty of fixing and ascertaining the actual damages that the City would sustain in the event of a Minor Default. If the Minor Default is not remedied within 30 days after the expiration of the initial 30 day or reasonable cure period, the City may, at its sole discretion: 1. Terminate this Agreement and obtain alternative services; 2. Seek the judicial remedy of specific performance; 3. Foreclose on the Surety in accordance with this Agreement. The City shall reduce the amount received from foreclosure on the Surety by the amount of liquidated damages received; or 4. Pursue any combination of the foregoing or any other remedy provided under this Agreement or by law. If a Minor Default is not remedied within 90 days of its occurrence, the City may,at its sole option,exercise any of the remedies set forth for remedy of a Major Default under this Article. 11.3 Default Procedure.The default procedures described in this Section 11.3 shall control the resolution of disputes concerning defaults. Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 31 of 47 A. Notice of Default. The City's representative shall give written notice to the Contractor's representative and its Surety provider of the City's determination of default and intention to declare the Contractor in default. The Notice shall specify the factual basis for the determination of default, the effective date of the determination of default, any cure period in the case of a Minor Default as provided in this Agreement, and the remedy(s) selected by the City. B. Upon receipt of the notice of default described in 11.3(A)above,the Contractor may: 1. For notices alleging Major Defaults described in Section 11.1(A)(6), or material Major Defaults in Sections 11.1(A)(1) and/or(3) such as where the Contractor is not accepting, processing, transferring, transporting, disposing of, recycling, and/or composting Acceptable Waste, Recyclables, Organics, C&D Waste, MRW, and/or Special Waste required to be handled by this Agreement: request in writing to show cause why it should not be declared in default, which may be allowed in the sole discretion of the City. A request to show cause shall be made within three business days of the written notice by the City. The City shall respond within two business days of receipt of a request to show cause with its decision to allow or not allow for the show cause procedure. In the event the City allows the Contractor to show cause, the Contractor shall provide written explanation to the City Manager, City Representative, and a third member from the City selected by the City Manager and City Representative. Such written explanation shall be delivered to the City within three days of the City's determination to allow the show cause procedure. Within three business days, after considering the written explanation, the City Manager, City Representative and third City member shall confer and may uphold or reverse the original notice of default and notify the Contractor and Surety provider of such declaration. Any further dispute of Major Defaults described in this Section and dispute of remedies sought for such alleged defaults shall be resolved through litigation filed in the Superior Court of Spokane County, Washington unless otherwise required by federal or state law, regardless of whether the show cause procedure was invoked, denied,or otherwise. Upon the filing of litigation, the terms of Sections 12.4, and 12.5 of Article 12 "Disputes" shall apply. 2. For all notices alleging default other than those specified in Section 11.3(B)(1), invoke the dispute procedures and terms of Article 12. C. Cure and Appeal. The time period for curing defaults shall begin to run on the date the City gives initial notice of default. Absent a specific order from a superior court judge, the remedy(s) sought by the City and time period for cure as allowed under this Agreement shall not be stayed pending the default procedures outlined in this Section 11.3, Article 12 "Disputes", or any subsequent litigation. 11.4 City Default. A. General. For each and every event of default by the City,the City shall be permitted to remedy the default within 30 days of the Contractor sending written notice and if the City does not remedy the default within such time period, or if such default is not susceptible to cure within such 30 day period, if the City shall fail to commence and diligently pursue such cure to completion within the period of time which is reasonably necessary to complete such cure,the Contractor shall have available to it all remedies to the extent provided by law. B. Actual Damages. For each and every default by the City,the Contractor, in its discretion, shall be entitled to recover its actual reasonable damages. Except as otherwise set forth in this Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 32 of 47 Agreement, nothing herein shall create an obligation for the City to pay for any of the Solid Waste Services to be provided under this Agreement. C. If the City wishes to dispute the alleged default,the City may invoke the procedures and terms outlined in Article 12"Disputes". 11.5 No Waiver by City. Nothing in this Agreement, and no actions taken pursuant to this Agreement, shall constitute a waiver or surrender of any immunities, rights, remedies, claims, or causes of action the City may have against the Contractor or its Surety provider under any other provision of this Agreement or any provision of law, subject to the terms of this Agreement. ARTICLE 12 DISPUTES 12.1 Informal Negotiation. Should a dispute arise between the Parties, they shall initially attempt to resolve the dispute through informal discussion and negotiations.Each Party may designate one or more representatives for such discussions and negotiations. Each Party shall use good faith efforts to attempt to resolve the dispute through such discussions and negotiations. 12.2 Mediation. If the Parties cannot resolve the dispute through informal discussions and negotiations, either Party may submit a dispute notice to the other that they believe the negotiations cannot resolve the dispute and mediation is required. A dispute notice may not be submitted until at least 30 days have passed since informal discussion and negotiations began. Within 7 days from the dispute notice,the Parties shall by agreement select and designate a trained mediator,who shall be a licensed attorney in good standing with the Washington State Bar Association and who has at least five years of mediation experience, to serve as a mediator in the dispute. Selection shall be made by the City from a list of three trained mediators provided by the Contractor. The mediator so designated shall fix the time and place for the mediation, which date shall not be later than 14 days from the date the mediator was selected and shall give the Parties at least five Business Days written notice of the initial mediation session. The mediator shall meet with the Parties until either (A) the dispute is resolved, or (B) the mediator determines that further meetings will not likely result in a resolution by agreement. 12.3 Judicial Review. Any dispute that cannot be resolved under the informal negotiation or mediation process shall be resolved by litigation filed in the Superior Court for Spokane County,Washington, unless otherwise required by federal or state law. 12.4 Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Venue shall be Spokane County, State of Washington. 12.5 Cost and Attorney's Fees. The prevailing Party in any litigation arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees). Costs of mediation shall be born equally by both Parties. ARTICLE 13 CONTRACTOR 13.1 Contractor as Independent Contractor. The Contractor shall perform all work under this Agreement as an independent contractor. The Contractor is not and shall not be considered an employee,agent, sub-agent or servant of the City for this Agreement or otherwise; the Contractor's subcontractors, Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 33 of 47 employees or agents are not and shall not be considered employees, agents, sub-agents or servants of the City for this Agreement or otherwise. The Contractor shall have exclusive control of and the exclusive right to control the details of the Solid Waste Services and work performed under this Agreement and the City shall have no ability to control the day-to-day operation of the Transfer Facility,or the provision of Solid Waste Services. The City shall not be responsible for any injuries, accidents or other mishaps associated with the Transfer Facility's operations,the provision of Solid Waste Services, or the operations of any subcontractor or third-party service provider. The Contractor shall be solely responsible for the acts and omissions of its officers, agents, employees and subcontractors. Nothing in this Agreement shall be construed as creating a partnership or joint venture between the Contractor and the City or as giving the City a duty to supervise or control the acts or omissions of the Contractor or any other person performing services or work under the Agreement. 13.2 Use of Subcontractors or Third-Party Service Providers. The Parties have contemplated the Contractor's use of third-party service providers or subcontractors for the provision of some or all of the Solid Waste Services to be provided pursuant to this Agreement. The Contractor shall provide names and contact information for all third-party service providers or subcontractors to the City prior to such providers or subcontractors commencing any work. The use of third-party service providers or subcontractors shall not relieve the Contractor from any of its responsibilities under this Agreement and Contractor shall be liable for any failure of the third-party service provider or subcontractor to perform which causes a default under this Agreement. 13.3 Cooperative Services. This Agreement may be used by other government agencies. By entering into this Agreement, the Contractor agrees to make substantially the same Agreement services, terms,and fee rates available to other such governmental agencies if they so desire,subject to issues specific to the other governmental agencies, including but not limited to changes necessary due to greater or lesser tonnage amounts (e.g., modifications to the performance bond amount or liquidated damages)and the particular administrative fee that may be sought. The City shall in no way whatsoever incur any liability in relation to specifications, delivery, payment, or any other aspect of purchases or services received by such agencies. ARTICLE 14 SUCCESSORS;ASSIGNMENT 14.1 Contractor Delegation. The City executes this Agreement with the Contractor as a uniquely qualified party to provide the Solid Waste Services. The Contractor's delegation of any Agreement duties shall be subject to this Agreement. Any delegation of duties shall not relieve the Contractor or the Surety provider of any liability and/or obligation under this Agreement. 14.2 Assignment. Except as Solid Waste Services may be provided by subcontractors or third-party service providers in accordance with Sections 3.3, 3.4 or 13.2, this Agreement is not assignable voluntarily, involuntarily or by process of law,without the prior written consent of the City,which consent shall not be unreasonably withheld, conditioned or delayed. Unless specifically approved in writing by the City,any assignment shall not relieve the Contractor of its obligations,duties and liabilities hereunder. 14.3 Asset in Bankruptcy. In no event shall this Agreement be,or be treated as,an asset of the Contractor after adjudication of bankruptcy. The City shall not be bound to this Agreement by any trustee or receiver appointed to enter into or take possession of the Transfer Facility or otherwise. 14.4 Transfer of Ownership. Except as provided below, there shall be no transfer of a controlling ownership interest in the Contractor without the prior written approval of the City, which consent Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 34 of 47 shall not be unreasonably withheld,conditioned or delayed. For purposes of this section,"transfer of a controlling interest in the Contractor" shall mean the transfer or assignment of 49 percent or more of the beneficial ownership of the Contractor to or from a single entity;however,the following transfers or assignments shall not be construed as a "transfer of a controlling interest in the Contractor": transfers or assignments between individuals who own, in whole or in part, the Contractor or the parent company or any subsidiary of Contractor, including transfers or assignments between or to(1)the individuals who own,in whole or in part,the Contractor or such parent company or any subsidiary, (2) the spouses, surviving spouses and linear descendants (including adopted children) of the persons described in(1) above, (3) a trust, estate, corporation, partnership, or other entity owned by or for the persons described in (1) or (2) above, and (4) a corporate trustee designated to act in a fiduciary capacity for the estate or trust of any person described in(1)or(2)above. Notwithstanding the foregoing, the City may, in its discretion, determine that new ownership can adequately and faithfully render the Solid Waste Services called for in this Agreement for the remaining term of this Agreement, and the City may elect to execute a novation, allowing new ownership to assume the rights and duties of this Agreement and releasing the previous ownership from all obligations and liability. The new ownership would then be solely liable for any Solid Waste Services and/or claims related to this Agreement. 14.5 Binding Effect. This Agreement shall be binding on any and all successors or assignees unless and until terminated by the City in accordance with the terms of this Agreement. ARTICLE 15 TERM 15.1 Term of Agreement. This Agreement shall commence on the Effective Date, and,unless extended pursuant to the terms of this"Article 15 Term", shall automatically expire on December 31,2034. 15.2 Extension. This Agreement may be extended as provided in this Section. No later than March 1, 2034,Contractor shall notify the City if it wishes to extend the agreement for an additional 10-year term.In connection with such notification, Contractor shall provide a proposed fee schedule for its services during the extension term. The City shall notify Contractor of its decision to accept or reject the proposed fee schedule for any extension term by September 30, 2034 or such other date as agreed in writing by the Parties. If the City accepts the proposed fee schedule, then this Agreement shall be extended to expire on December 31, 2044, with the only change being the updated fees provided by Contractor. If the City rejects the proposed fee schedule, then this Agreement shall be automatically extended until December 31, 2036 on the same terms and conditions as provided herein. If the Contractor fails to notify the City of its desire to extend the Agreement by March 1, 2034, or the Contractor notifies the City of its desire to terminate the Agreement by March 1, 2034, the Agreement may, at the City's sole discretion: (a) be extended until December 31, 2036 on the same terms and conditions provided herein, or (b) expire on December 31, 2034 as contemplated in Section 15.1 above. 15.3 Meeting About Extension. Prior to December 31,2032,the Parties agree to meet and discuss future planning and a potential extension of the Agreement. Parties shall discuss and work to provide information to each other regarding (1) any necessary or desired improvements to the Transfer Facility and surrounding relevant transportation infrastructure required to continue providing services as required under this Agreement through the extension period, (2) potential rates and items impacting potential rates for the extension period, and(3) and other reasonable information requested by either Party to allow each Party to evaluate a potential extension. Potential rates or Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 35 of 47 rate ranges shall be provided to the City by January 1, 2034 or as early as practicable to allow the Parties sufficient time to evaluate a potential extension. 15.4 Termination. Except as provided in Article 11 (Defaults),this Agreement may be terminated with an effective date of termination prior to December 31, 2034 only upon written mutual agreement by the Parties. ARTICLE 16 CONTRACTOR AND CITY REPRESENTATIVES; NOTICES 16.1 Emergency Contact. The Contractor and the City shall each designate and provide,for the term of this Agreement,a 24-hour emergency contact telephone number. The emergency contact telephone number shall be provided in writing to the representatives of each Party prior to the Effective Date of this Agreement. 16.2 Contractor Representative; Notices. For purposes of receiving notices, the Contractor's representative is: Marc B.Tone,President Sunshine Recyclers, Inc., dba Sunshine Disposal&Recycling PO Box 13369 Spokane Valley,WA 99213 Email: marct@sunshinedisposal.com Telephone: 509 252-9060 And Michael B.Tone Sunshine Recyclers,Inc., dba Sunshine Disposal&Recycling PO Box 13369 Spokane Valley,WA 99213 Email: michaelt@sunshinedisposal.com Telephone: 509 252-9060 All notices, other than notifications of emergencies, shall be in writing to the Contractor's representative at the physical or electronic mail addresses provided above. 16.3 City Representative; Notices. All notices, other than notifications of emergencies, shall be in writing to the City at the following address: City of Spokane Valley,Attn: City Clerk 10210 East Sprague Avenue Spokane Valley,Washington 99206 The City Manager,or his or her designee,shall receive the notices and carry out the responsibilities of the City Representative provided herein. 16.4 Representatives for Notices Only. The representatives identified in Sections 16.2 and 16.3 shall not have the authority to alter this Agreement or bind either Party to any terms not contained in this Agreement. Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 36 of 47 16.5 Change in Representative. The Parties shall promptly notify each other in writing of any change in the person designated as the Contractor's or the City's representative or any change in address for receipt of notification. ARTICLE 17 MISCELLANEOUS 17.1 Applicable Law. This Agreement shall be administered,construed and enforced in accordance with the laws of the State of Washington. 17.2 Entire Agreement. This Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. 17.3 Anti-kickback. No officer or employee of City,having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited,accepted or granted a present or future gift,favor, service or other thing of any value from any person with an interest in this Agreement. 17.4 Time of Essence. Time limits stated in this Agreement are of the essence. No waiver of the Agreement time limits, or schedule dates is to be implied from either Party's failure to object to untimely performance under this Agreement. Any waiver of time limits or schedules shall not be construed as a waiver of future time limits or schedules. 17.5 No Third-Party Beneficiaries. This Agreement is entered into by the City in its governmental capacity and is not intended nor does it create any third-party beneficiary or other rights in any private person,company,entity,or other organization,nor does it create any third party beneficiary or other rights in any public municipality or other governmental entity except as otherwise provided herein. 17.6 Amendment. Except as otherwise provided herein,this Agreement may only be amended in writing by both Parties. 17.7 Waivers. No officer, employee, agent or other individual acting on behalf of either Party has the power,right or authority to waive any of the conditions or provisions of this Agreement. No waiver in one instance shall be held to be waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 17.8 Severability. If any section, sentence, clause or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause or phrase of this Agreement. 17.9 Exhibits. Exhibits attached and incorporated into this Agreement are: A. Transfer Facility,Disposal Facility,Times and Days B. Education and Public Outreach Programs C. Performance Standards Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 37 of 47 D. Customer Service Plan E. Form of Surety F. Emergency Operation Plan G. Insurance Certificates IN WITNESS WHEREOF, the Parties have executed this Agreement this a 7 day of De , 2024. SUNSHINE RECYCLERS,INC.,dba CITY OF SPOKANE VALLEY SUNSHINE DISPOSAL&RECYCLING • • John Hohman By: Marc orre Title: City Manager Title: President Approved as to Form: Kelly Konkright JJ Title: City Attorney Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 38 of 47 EXHIBIT A TRANSFER FACILITY, DISPOSAL FACILITY, TIMES AND DAYS Transfer Facility The Contractor has identified the following as the Transfer Facility: The Sunshine Transfer Station and Recycle and MRW Station located at 2405 North University Road, Spokane Valley,Washington 99206. Operation of Transfer Facility The Contractor shall provide Transfer Services at the Transfer Facility to allow Self Haulers and Designated Haulers to deliver Solid Waste during the following days and times: Monday through Sunday, 7:30 a.m. through 5:00 p.m., excluding the following designated holidays: New Years'Day,Memorial Day,Easter,Fourth of July,Labor Day,Thanksgiving Day,and Christmas Day. When the day before Christmas Day or New Years'Day falls on a weekend day,the hours of operation are 7:30 am through 12 pm. The Contractor will provide a container outside of the Transfer Station gate for after-hours disposal of Solid Waste by residential Self- Haulers, unless otherwise agreed by the Parties. Disposal Facility The Contractor has identified that Acceptable Waste, C&D Waste, and Special Waste shall be disposed of at one or more of the following sites: Wenatchee Landfill, 191 Webb Road, Wenatchee, Washington 98802 Roosevelt Regional Landfill, 500 Roosevelt Grade Road, Roosevelt,Washington 99356 Graham Road Landfill, South 1820 Graham Road, Medical Lake,Washington 99022 Adams County Regional Landfill,2660 East Syd Sullivan Lane,Washtucna,WA 99371 Recyclables, Organics, and MRW shall be recycled, composted, and disposed of at one of the sites listed above or other sites as determined by market rates and in accordance with applicable Federal, State, and local law. Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 39 of 47 EXHIBIT B EDUCATION AND PUBLIC OUTREACH PROGRAMS City is responsible pursuant to chapter 70A.205 RCW for management and provision of all solid waste services, including public outreach and education, within City limits. The Parties agree to develop, distribute,and provide education under this Exhibit B to meet all educational components required by law, the Washington Department of Ecology, and the City's adopted Solid Waste Management Plan. As part of such requirements, the Parties shall develop an educational campaign that includes but is not limited to the following in print and on the respective websites of the parties: - Location, hours of operation, services provided, and customer service hotline number for the Transfer Facility. - Proper methods of disposal for all types of solid waste including Organics, C&D Waste, Food Scraps, MRW,Recyclables, Special Waste,Yard Waste, and Unacceptable Waste. - Differences between Acceptable and Unacceptable Waste. - Supporting education to schools and the general public regarding the solid waste system from home to landfill or other disposal methods utilized. Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 40 of 47 EXHIBIT C PERFORMANCE STANDARDS In performing the services under this Agreement,Contractor agrees to the following: 1. All interior access drives,parking areas and vehicle maneuvering areas shall be paved. 2. The Transfer Facility shall be fenced to prevent unauthorized access during non-operating hours and to prevent off-site migration of litter. 3. Adequate commercial grade and professional-looking signage,traffic control devices(such as cones or jersey barriers) and Transfer Facility personnel shall be provided to safely direct Designated Haulers and Self Haulers to the appropriate tipping areas. 4. Sufficient equipment shall be provided at all times to handle Solid Waste and to efficiently and safely operate the Transfer Facility. 5. Contractor shall ensure a sufficient number of employees shall be provided,on hand and working at all times so as to handle all Solid Waste being directed to the Transfer Facility, including a sufficient number of employees to accept and process MRW and Recyclables, to efficiently and safely operate the Transfer Facility, and to assist Self Haulers with the proper unloading of Solid Waste. 6. Contractor shall meet the objectives and requirements of the Customer Service Plan on Exhibit D. 7. Acceptable Waste shall be removed continuously throughout the operating day to reduce potential for odors and to provide adequate tipping floor space for Designated Haulers and Self Haulers.Acceptable Waste shall be removed from the Transfer Facility tipping floor within 72 hours of its acceptance by the Contractor. 8. The tipping floor and public access areas shall be cleaned as necessary to prevent build-up of Solid Waste residues and to provide Designated Haulers and Self Haulers with a safe and orderly Transfer Facility. 9. The Transfer Facility and University and Oberlin Road in the vicinity of the Transfer Facility shall regularly be patrolled to collect litter. 10. Contractor shall use its good faith efforts to process Designated Haulers and Self Haulers in an efficient and timely manner so that processing times are reasonable given the then occurring volume of haulers. The Parties agree that in normal operating conditions, on-site processing times (including vehicle queuing) for Designated Haulers shall be no more than 30 minutes and for Self Haulers no more than 40 minutes. 11. Contractor shall ensure that no vehicles are queued into Montgomery Avenue except to the extent such queuing arises from Uncontrollable Circumstances. 12. Snow accumulations shall be promptly cleared and/or removed to permit Designated Haulers and Self Haulers reasonable access to and use of the Transfer Facility. 13. During times of high volume,the Transfer Station may designate one lane for commercial traffic only as circumstances allow. Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 41 of 47 14. Upon timely request by the Designated Hauler,the Transfer Station may accept loads from Designated Haulers arriving outside of posted hours as staffing and other operational considerations allow. 15. The Contractor will provide space for Designated Haulers to maintain appropriate spacing between trucks. 16. The Contractor will be reasonably available for joint operational meetings with the Designated Hauler upon request of the City or Designated Hauler at mutually agreeable times. Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 42 of 47 EXHIBIT D CUSTOMER SERVICE PLAN 920 N Argonne Rd Spokane Valley,WA 99206 (509)924-5678 Customer Service is essential when providing safe, efficient and economical recycling and disposal services. It is the Goal of Contractor to answer questions and resolve customer issues at the initial point of contact with our employees and/or managers. The following procedures will be utilized at the Spokane Valley University Road Transfer Station,which has been identified as the primary Transfer Facility. Customer Service Center Customer Service Center Location Contractor owns and operates a Customer Service Call Center located at 920 North Argonne in the Spokane Valley. The call center services only Contractor's customers and is the focal point for all questions and concerns regarding refuse collection and transfer station operations. The Call Center operates from 8:00 am to 5:00 pm Monday through Friday. The Call Center is closed on major holidays which include: New Year's Day,Memorial Day,Fourth of July, Labor Day,Thanksgiving and Christmas. Customer Service Structure Staffing levels at our Customer Service Center are determined by call volume. Contractor is committed to adjusting the staffing levels at our Customer Service Center to ensure timely response to all phone inquiries. All staffing is hired locally. The current staff level consists of(1) Chief Financial Officer, (1) supervisor, (4) customer service representatives and(3) scale house operators. Customer Service Operations Our locally hired Call Center Representatives (CSR's) bring with them a familiarity of how refuse is collected and disposed of within Spokane County. They also have a basic understanding of the road networks of the communities they serve. For this reason they are better equipped to connect with the customer they are assisting by answering their questions more quickly and accurately. Each CSR station is equipped with a networked computer to assist them with answering questions and documenting customer questions and complaints. This system allows for the documented questions and complaints to be sent to managers in the field or at the corporate level. Having this ability assists us in addressing the needs of the customer in real time. Performance by our CSR staff is measured by a regular review by the senior customer service specialist of all account changes made during the previous day. Calls are periodically monitored to ensure our staff is correctly trained to resolve customer inquiries. We utilize side-by-side monitoring to provide our staff immediate feedback. Calls are answered in approximately 20 seconds. During periods of heavier call volume, customers have the choice to receive a return phone call. They can simply input their phone number into our system and not lose their place in queue. Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 43 of 47 In the event a CSR is unable to answer a customer's question or resolve an issue the CSR has the ability to route the customer call to the senior customer service specialist or a manager. In the event the manager is not available he/or she will return the customer's call as soon as possible or by the end of the business day. Spokane Valley University Road Transfer Station Website To assist customers with answering questions and resolving issues, Contractor will have a website solely devoted to the Spokane Valley University Road Transfer Station. The website will explain how each component of the Transfer Station functions: its hours of operation, commonly asked questions, and how to contact us. In the section regarding on How to Contact Us there will be a Call Center phone number and listed e-mail address. The e-mail address will be routed to the Call Center for answering questions and concerns by the CSR's. The CSR's will check for e-mails from the website throughout the day and before the close of business. E-mails addressed to managers will go through the CSRs first before being routed on. In the event the manager is not available he/or she will return the customer's e-mail as soon as possible or by the end of the business day. Scale House Attendants It is the function of the Scale House Attendants to weigh vehicles entering and exiting the Transfer Station, answering customer questions, giving directions, coordinating traffic and receiving money. To assist the scale house attendants with moving customers through the facility all scale houses will be equipped with brochures that explain Transfer Station operations. In the event a scale house attendant cannot answer a customer's question or resolve an issue the scale house attendant will notify the onsite supervisor. The onsite supervisor will work with the customer to answer the question or resolve the issue. If there is a dispute over money between the Scale House Attendant and a customer,the internal scale house camera will be reviewed by the onsite manager for resolution. Spotter/Screener It is the function of the Spotter/Screener to make sure all customers are disposing of items that Contractor can legally accept. In the event that an item cannot be disposed, the onsite manager will be contacted to discuss this issue with the customer. The ultimate goal of the conversation is to fmd a solution to their disposal needs. It is also the responsibility of the spotter/screener to educate and assist customers with recycling, directing traffic and assuring that safety policies related to the public and commercial customers are being followed. Moderate Risk Waste Technician It is the function of the Moderate Risk Waste Technician to assist the public with handing their moderate risk waste. In the event we receive hazardous waste material that we cannot legally accept the onsite supervisor will be called to discuss this issue with the customer. The ultimate goal of the conversation is to find a solution to their disposal needs. Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 44 of 47 EXHIBIT E SURETY Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 45 of 47 f PERFORMANCE BOND Bond Number: 101354744 • Annual Form KNOW ALL BY THESE PRESENTS, That we Sunshine Recyclers,Inc.,dba Sunshine Disposal&Recycling , as Principal, and Merchants Bonding Company(Mutual) , of Iowa , authorized to do business in the State of WA , as Surety, are held and firmly bound unto The City of Spokane Valley as Obligee, in the maximum penal sum of One Million and 00/100 Dollars ($1,000,000.00 ), 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 Contract No.24-220 , (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 1,2025 to January 1,2026 . 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 1,2026 . 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 1,2026 , 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) P.O. Box 14498 Des Moines Iowa 50306-3498 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 20th day of December , 2024 Sunshine Recycl c. dba Sunshine Disposal&Recycling By: , Principal Merchants Bonding Company(Mutual) By: ��W/fr CON 0685(4/13) nnifer ODA artinez Ibarra ,Attorney-in-Fact MERCHANI74111k BON DING 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,d/b/a Merchants National Indemnity Company(in California only)(herein collectively called the 'Companies')do hereby make,constitute and appoint individually. Jennifer Martinez Ibarra Swat',Bend 101354744 Principal: Sunshine Recyclers, Inc., dba Sunshine Disposal & Recycling Obligee; City of Spokane Valley their true and lawful Attorney(s)en-Fact, to sign its name as surety(les) 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 teeir 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 sea!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 hardy 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 Slate 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 andfor 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 Attomey,n-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 stoned and sealed this 20th day of December 2024 ee 44444 tG **s C04:: MERCHANTS BONDING COMPANY(MUTUAL)tbl Til:4 .% • MERCHANTS NATIONAL BONDING,INC. lc* 4;1% 64.•fet P 0 10' * dlbla MERCHANTS NATIONAL INDEMNITY COMPANY 04, • :A• -0- # 0 "1' * -co- • 4.1.• •iig• 4frota • II awl, By 774, mow .."4.1. •n_.• tt• . . %. --#•• ..e;1;..***„•1"..;;31*/ •4i *e• ** ••.„. President **•*••• STATE OF IOWA eisiessie- COUNTY OF DALLAS ss. On this 20th day of December,2024 , 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 /elk PENNI MILLER Commission Number 787952 $4414 . My Commission Expires . , January 20,2027 Notary Pubfic (Expiration of notary's commission does not invalidate this instrument) I,William Warner,Jr.,Secretary of MERCHANTS BONDING COMPANY(MUTUAL)and MERCHANTS NATIONAL BONDING,INC,,do hereby certify that the above and foregoing is a true and correct copy of the POWER-OF-ATTORNEY executed by said Companies,which is still in full force and effect and has not been amended or revoked. In Witness Vvhereof. I have hereunto set my hand anti affeed thd.seal of the Companies on this 20th day of December .2024 ••• 0601":4e*. .'40411 tam,* 40+ It: 0°14 "4. ia:* -0- tioli -0- ott •Set is Secretary T•Z 1- 2003 '1,4; n •Q• 1..4)• 1 •.*$• ". 4,4 i• •0,,e. . ••,#4,• ..•' _ ••.`r4rip •;•.... •• ••• 44, * ••• POA 0018(1124) •••••.....00% EXHIBIT F EMERGENCY OPERATIONS PLAN Transfer Facility The Kootenai County Solid Waste Department has agreed to allow Sunshine Disposal & Recycling to direct refuse trucks to Prairie Transfer Station for loading of intermodal containers and/or transfer trailers on an emergency basis. The Prairie Transfer Facility is located at 15580 W Prairie Ave, Post Falls, ID 83854.The Prairie Station is an emergency back up to Sunshine's Spokane Valley University Road Transfer Station and will only be utilized if there are circumstances that prohibit the University Road Transfer Station from accepting waste from the designated hauler as provided in Article 6. The emergency operations plan anticipates that the public will be allowed to continue to utilize the Spokane Valley University Road Transfer Station.If the emergency plan has to be activated, Sunshine will provide Self-Haulers access to front load and roll off containers to fulfill the Self-Haul customers disposal needs. These containers will be serviced by Contractor's refuse trucks which will also be routed to the Prairie Transfer Station. The Parties shall work to identify an emergency Transfer Facility located within Spokane County by December 31, 2025. City acknowledges that such work may include an interlocal agreement with either the City of Spokane or Spokane County for use of one or more of their transfer facilities. The Parties shall memorialize the updated Emergency Operations Plan by letter agreement executed between the City Manager and designated representative of the Contractor and such letter agreement shall automatically be incorporated into this Agreement by this reference upon execution. Disposal Facility Contractor utilizes and has access to different regional landfills throughout the Northwest as its Disposal Facility, including the Greater Wenatchee Regional Landfill, Graham Road Regional Landfill, and Roosevelt Regional Landfill. If a regional landfill experiences an event that prohibits receipt of Acceptable Waste,pursuant to Article 6,the Emergency Operations Plan will to be activated and the Acceptable Waste will be diverted to an alternative landfill. Contractor will divert Acceptable Waste to the back-up landfill until the primary landfill re-opens for receipt of Acceptable Waste. Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 46 of 47 EXHIBIT G INSURANCE CERTIFICATES Agreement for Comprehensive Solid Waste Contract No. 24-220 Transfer,Transport,and Disposal Services Page 47 of 47 _____......1 SUNSDIS-01 LPARISOT ACOREP° CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) `..�� 12l20/2024 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). PRODUCER CONTACT NAME: Alliant Insurance Services,Inc. 818 W Riverside Ave Ste 800 ja"/c°°,No,E:t):(509)325 3024 (A/C No):(509)325-1803 Spokane,WA 99201 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Pioneer Specialty Insurance Company 40312 INSURED INSURER B:GUIdeOne National Insurance Company 14167 Sunshine Disposal,Inc;Sunshine Recyclers Inc. INSURER C: PO Box 13369 INSURERD: Spokane Valley,WA 99213-3369 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR CPP 1245956 9/1/2024 9/1/2025 DAMAGE TO RENTED 1,000,000 X PREMISES(Ea occurrence) $ MED EXP(Any one person) $ 5,000 PERSONAL R ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIESPER: GENERAL AGGREGATE $ 2,000,000 POLICY X FIN, X LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) _ $ X ANY AUTO CPP 1241445 9/1/2024 9/1/2025 BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY _ AUTOS BODILY INJURY(Per accident) $ AUTOS ONLY — NON-OWNEDUUT N PROPERTY DAMAGE (Per accident) $ $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 3,000,000 EXCESS LIAB CLAIMS-MADE UMB 1041609 9/1/2024 9/1/2025 AGGREGATE $ 3,000,000 DED X RETENTION$ 10,000 $ A WORKERS COMPENSATION PER H AND EMPLOYERS'LIABILITY STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE YIN CPP 1245956 9/1/2024 9/1/2025 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below _ E.L.DISEASE-POLICY LIMIT $ B Excess Liability 56000225404 9/1/2024 9/1/2025 Occurrence/Agg Limit 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Pollution Policy#:PPK2668003000,Term:3/15/2024 to 3/15/2025,Carrier:Tokio Marine Specialty Insurance Company/Philadelphia,Occurrence Limit: $5,000,000,Aggregate Limit:$5,000,000 Excess Policy is excess over underlying Pioneer Specialty Insurance Company Umbrella policy. 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 HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Spokane ValleyTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E.Sprague Ave Spokane Valley,WA 99206 AUTHORIZED REPRESENTATIVE I 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 1. Additional Insured—Operations (2) That portion of "your work" out of which A. Section II —Who Is An Insured is amended the injury or damage arises has been put to include as an additional insured: to its intended use by any person or or- 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 such person or organization be added as 2. Additional Insured—Completed Operations an additional insured on your policy; and A. Section ll —Who Is An Insured is amended (2) Any other person or organization you are to include as an additional insured: 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 Such person(s) or organization(s) is an add- in writing in a contract or agreement that tional insured only with respect to liability for such person or organization be added as "bodily injury", "property damage" or "per- an additional insured on your policy; and 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 a. Your acts or omissions; or under the contract or agreement de- b. The acts or omissions of those acting on scribed in Paragraph 1. above. your behalf; Such person(s) or organization(s) is an addi- 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 insurance does not apply to "bodily in- b. The acts or omissions of those acting on jury" or"property damage" occurring after: your behalf; (1) All work, including materials, parts or and included in the "products-completed op- equipment furnished in connection with erations hazard". 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 0618 Page 1 of 2 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. B. With respect to Additional Insured — Corn- 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) A person or organization's status as an in- 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 insured does not apply to "bodily injury", (2) The Limits of Insurance shown in the Dec- "property damage" or "personal and ad- larations; vertising injury" arising out of"your work" whichever is less. for which a consolidated (wrap-up) insur- ance program has been provided by the This endorsement shall not increase the ap- prime contractor-project manager or plicable Limits of Insurance shown in the Dec- owner of the construction project in which larations. you are involved. E. With respect to the insurance afforded to 3. Primary and Noncontributory these additional insureds, the following addi- The following is added to the Other Insurance tonal exclusion applies: Condition and supersedes any provision to the This insurance does not apply to: contrary: "Bodily injury", "property damage" or "per- Primary And Noncontributory Insurance sonal and advertising injury"arising out of the This insurance is primary to and will not seek con- rendering of, or the failure to render, any pro tribution from any other insurance available to an fessional architectural, engineering or survey additional insured under your policy provided that: ing services, including: (1) The additional insured is a Named Insured un- (1) The preparing, approving, or failing to der such other insurance; and prepare or approve, maps, shop draw- 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 insured. engineering activities. 4. Other Provisions Applicable to Additional In- This exclusion applies even if the claims sured — Operations and Additional Insured — against an additional insured allege negli Completed Operations gence or other wrongdoing in the supervision, hiring, employment, training or monitoring of A. The Amendment of Insured Contract Defini- others by that insured, if the "occurrence" tion (Endorsement CG 24 26) does not apply which caused the "bodily injury" or "property to an additional insured. damage", or the offense which caused the B. The coverage provided under Paragraph f. of "personal and advertising injury", involved the the definition of"insured contract" under 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.