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HomeMy WebLinkAbout2019-11-12-minutes-solid-waste-and-maintenanceKITTITAS COUNTY SOLID WASTE AND MAINTENANCE MINUTES BOCC CONFERENCE ROOM, 205 WEST 5TH ROOM 108 - ELLENSBURG Regular Meeting TUESDAY 1 2:00 PM I November 12, 2019 Board members present: Chairman Cory Wright, Vice Chairman Brett Wachsmith, Excused Commissioner Osiadacz Others: Patti Johnson, Lisa Lawrence, Ryan Lynski and Hunter Slyfield Meeting Called to order at 2:00 pm. Solid Waste Updates: Patti informed the Board that the position of HHW Supervisor had been filled. Discuss Waste Management Contract Extension: Patti informed the Board that she received a letter from Waste Management requesting to extend the Contract for three years. Discussion was held on the significant changes including a 20% increase in the cost of the hauls for recycling boxes and an added processing fee in the amount of $100.99 per ton. Patti informed the Board that based on last year's recycling numbers it would be a budget impact of $180,000.00. Discussion was held on options that included raising the tip fee, the fact that Yakima County has Landfill capacity, but currently does not accept out of County Waste. Discussion was held on what materials Michelson Recycling accepts, going out to bid and the lengthy timeframe involved. Further discussion was held on taking the Transfer Station back and the high startup costs that would be involved. Discuss Future Recycling Options: Patti informed the Board that with the new numbers for the cost of recycling that we need to start looking at our current commodities list. Patti informed the Board that she was looking at sending out a survey on recycling tolerance to get community input. Request Board Approval to add Wheels to Wishes contact link to the Website: This item was tabled. Request Board Approval and Signature on Professional Service Agreement with Parametrix: Patti informed the Board this agreement was for the Limited Purpose Landfill Expansion stating that she received and interviewed three consultant proposals and that Parametrix was the most responsive and had the most knowledge of the site. Discussion was held that the price of $237,242.00 included drilling two new wells and that the document had been reviewed by legal. Vice Chairman Brett Wachsmith moved to approve Professional Service Agreement; Chairman Cory Wright seconded the motion. Motion passed 2-0. 2019-11-12 MINUTES Request Board Approval and Chair's signature on the Revised Call to Recycle Addendum: Patti informed the Board this was an updated addendum from the one signed last week reflecting lowered prices and a 10% discount for our battery recycling program. Vice Chairman Brett Wachsmith moved to approve Addendum; Chairman Cory Wright seconded the motion. Motion passed 2-0. Request Board Approval for Patti Johnson to sign Purchase Contract for a 1968 Mobile Home: Patti informed the Board the amount of $6,000.00 was for Unit #21 in Shady Brook. Discussion was held that the monies were coming out of the rent fund and that she is working with Neil and Sue on the lost title. Vice Chairman Brett Wachsmith moved to approve Contract; Chairman Cory Wright seconded the motion. Motion passed 2-0. Project Updates: Patti informed the Board that the paperwork for the Parking Lot Project at the Fairgrounds is completed and that the next step is to look into if it is feasible. Patti informed the Board that Kady had submitted the paperwork for the Bloom addition and that the project has been pushed back for now. Patti informed the Board that there weren't any updates for the Courthouse Project and asked the Board for direction. The Board directed Patti to bring the project back for discussion in 2020. Patti informed the Board that the letter of intent for the bowling alley is at the Prosecutors and that they are working on a Memorandum of Understanding (MOU) and that it is still in the works. Maintenance Updates: Patti informed the Board with Tim being out that she was assigning work orders to keep projects moving. Discussion was held on the sinking trench in Upper District Court parking lot. OTHER BUSINESS: None Meeting adjourned at 2:40 pm KITTITAS COUNTY COMMISSIONERS KITTITAS COUNTY, WASHINGTON 1 Com_ Lisa awrence Cory Wright, Chairman 2019-11-12 MINUTES 2 KITTITAS COUNTY COMMISSIONERS Solid Waste and Maintenance Regular Meeting Tuesday November 12, 2019 - 2:00 PM BOCC Conference Room 205 West 5th Room 108 - Ellensburg 1. Call to Order 2. Solid Waste Updates 3. Discuss Waste Management Contract Extension 4. Discuss Future Recycling Options 5. Request Board Approval to add Wheels to Wishes contact link to Website 6. Request Board Approval and Signature on Professional Service Agreement with Parametrix 7. Request Board Approval and Chair's Signature on the Revised Call to Recycle Addendum 8. Request Board Approval for Patti Johnson to sign Purchase Contract for 1968 Mobile Home 9. Project Updates 10. Maintenance Updates 11. Other business 12. Adjourn Created on 11/8/2019 10:47:33 AM August 19, 2019 IV-X'ittitas County Solid Waste Programs 925 Industrial Way, Ellensburg, WA 98926 Telephone: (509) 962-7542 Fax: (509) 962-7087 Tami Yager Waste Management of Ellensburg 607 Railroad Ellensburg, WA 98926 RE: Contract Extension As you are almost certainly aware, the contract between us for the hauling and handling of Solid Waste materials, including operation of our transfer stations, is approaching the time at which we must start the renewal process. As the County started its process for the renewal in order to comply with the timelines in our existing contract, I perceived a problem that was not anticipated in our prior negotiations. The County is in the process of moving the Lower County Transfer Station, currently located in Ellensburg, to a new location. The nature of the resulting change in operations, including new technology and demands on both parties, make it highly likely that we would need to make some significant changes to our contract to reflect this new reality. I am aware that the County has exercised its right to extend the original contract to the maximum period contemplated at the time. As far as the County is concerned, specifying that right to extend did not preclude an amendment to the existing contract if that is mutually agreed upon between us. The new Transfer Station is anticipated to be operational during the 2023 calendar year. I am concerned that the crossing time lines of a new contract and the eventual need to amend it, possibly substantially, with the new Transfer Station may be a significant and unpleasant burden on both of us. The County would like to discuss the possibility of a mutually beneficial extension of the existing agreement to a time consistent with the likely opening of the new Transfer Station so that our net burden is reduced. We would likely have to make a more intense effort to complete the negotiation process at that time, but we would also have a far clearer picture of what would need to be done to ensure a contract that is workable for both parties. I would like to have the amendment agreed upon by December 1, 2019, which would take effect on July 1, 2020. Sincerely, Kittitas County Solid Waste Patti Johnson Director WASTE MANAGEMENT WASTE MANAGEMENT 607 N. Railroad Ave. P.O. Box 940 Ellensburg, WA 98926 November 8, 2019 Patti Johnson, Director Kittitas County Solid Waste 925 Industrial Way Ellensburg, WA 98926 Subject: Extension of Agreement for Operations of Transfer Stations, Hauling and Disposal of Municipal Solid Waste, Hauling of Inert, Demolition Waste, Hauling Processing and Marketing of Recyclables Dear Patti, Thank you for talking with us to discuss extending our contract under mutually beneficial terms. Waste Management welcomes the opportunity to continue our partnership with Kittitas County. We understand the County's desire to extend the contract term to provide leeway for the construction of the new transfer station. The current contract's annual CPI escalator has not kept pace with the cost of providing service to Kittitas County. From recycling, to transportation, to labor, our costs have increased in excess of the annual price adjustment. With appropriate rate changes, we can continue to provide the services desired. Specifically: • Increase the Municipal Solid Waste Fee by 3%; • Increase yard debris and CDL per ton rates by 20%; and • Adjust recycling -related services to address the unprecedented changes in the market, including the need for more expensive processing coupled with the continued downward trend in commodity prices and market availability. o Increase Transfer Station Recycle Drop Box Haul Fees by 20%. o Establish a per ton recycling processing charge, based on the net difference between the cost of processing and the commodity value, based on our filings for SMaRT with the Washington Utilities and Transportation Commission (WUTC) for third party validation. $147.22 Processing Cost (base date: May 2019) 46.23 Q3 2019 Average Commodity Value 100.99 Per Ton Processing Charge (to be adjusted quarterly) These changes will bring the contract to an appropriate compensation level for the services provided. Moving forward, to avoid having the financial problems we face today, happen in the future, we propose an annual flat rate adjustment of 3.5% for predictability. If you'd WM Letter to Kittitas County, 11/8/2019 Page 2 of 2 prefer, we are amenable to using the Water, Sewer, Trash Index. We will work with you to ensure the contract language meets state law and our mutual notification timing needs. We want to continue our partnership with Kittitas County and be there for you as you build the new transfer station and continue to lead one of the best solid waste systems in Washington State. 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Read More https://www.wheeisforwishes.org/washington/ 13/13 Lisa Lawrence From: Lindsey Hutchinson <lindsey@nfmdonations.com> Sent: Wednesday, October 30, 2019 9:53 AM To: Kittitas County Solid Waste Subject: RE: Website Question Good Morning, I emailed you a few times about our vehicle donation program Vehicles For Veterans. I was wondering if you could add our link to your website. Please let me know! Sincerely, Lindsey Schultz National Fundraising Management From: Lindsey Hutchinson Sent: Wednesday, October 2, 2019 1:22 PM To:'solidwaste@co.kittitas.wa.us' <solidwasteC@co.kittitas.wa.us> Subject: RE: Website Question Good Afternoon, emailed you a few weeks ago about our vehicle donation program https://www.wheelsforwishes.org/washington/. was wondering if you would be able to add our like to your website. Please let me know. Sincerely, Lindsey Schultz National Fundraising Management From: Lindsey Hutchinson Sent: Wednesday, February 6, 2019 1:04 PM To: 'solidwaste@co.kittitas.wa.us' <solidwaste@co.kittitas.wa.us> Subject: Website Question Good Morning, My name is Lindsey and I work for a vehicle donation program call Wheels For Wishes. Our mission believes that every child, no matter his or her health, deserves a chance to have a happy and fulfilling childhood. By donating your vehicle, we are able to raise funds to support Make -A -Wish chapters in locations throughout the country, helping grant wishes to children with life-threatening medical conditions. A wish is an opportunity for a child to focus on something other than their medical routines, and be a kid again. I am reaching out to see if you would be able to add our link to your website. https://www.wheelsforwishes.org/washington/ If you are unable to add our link please let me know so I don't keep following up. Thank You Sincerely, Lindsey Schultz National Fundraising Management PROFESSIONAL SERVICES AGREEMENT This Agreement is made by and between Kittitas County (hereinafter "the County") and Parametrix, Inc. (hereinafter "Contractor"). The County and Contractor agree as follows: General Conditions; Exhibit A (Scope of Work); Exhibit B (Compensation); Exhibit C (Proof of Insurance). copies of which are attached hereto and incorporated herein by this reference as fully as if set forth herein. The term of this Agreement shall commence on November 5, 2019 and continue until completion of the project. Any party may terminate this Agreement by giving thirty (30) days' notice in writing either personally delivered or mailed postage -prepaid by certified mail, return receipt requested, to the party's last known address for the purposes of giving notice under this paragraph. Contractor acknowledges and by signing this Agreement agrees that the Indemnification provisions set forth in Paragraphs 7 (Independent Contractor), 9 (Taxes), 15 (Defense and Indemnity Agreement), 21 (Patent/Copyright Infringement) and 24 (Confidentiality), are totally and fully part of this Agreement and have been mutually negotiated by the parties. Professional Services Agreement (rev. 09/24/2018) Page 1 of 23 IN WITNESS WHEREOF, the parties have executed this Agreement this of , 2019. Parametrix, Inc. COMMISSIONERS o� et'L-- Sidnatur o Signatory (Date / C Print Name of Signatory Contractor Address: Parametrix Inc. 106 W. Mission Ave Spokane, WA 99201 Project Contact: Ian Sutton Professional Services Agreement (rev. 09/24/2018) Page 2 of 23 APPROVED: BOARD OF COUNTY KITTITAS COUNTY, WASHINGTON Chairman Vice -Chairman Commissioner Attest: Clerk of the Board Approved as to Form: By: Deputy Prosecuting Attorney County's Address: Kittitas County Solid Waste 925 Industrial Way' Ellensburg, WA 98926 Project Contact: Patti Johnson day GENERAL CONDITIONS 1. Scope of Contractor's Services: Contractor agrees to provide to the County services and any materials set forth in the project narrative identified in Exhibit "A" during the Agreement period. No material, labor, or facilities will be furnished by the County, unless otherwise provided for in the Agreement. 2. Performance of Work: Contractor shall perform work in accordance with, and shall comply with, all of the provisions of this Agreement. All work shall comply with applicable codes and ordinances. 3. Schedule of Performance: Unless directed otherwise by the County, Contractor shall perform the work in accordance with any schedules made a part of this Agreement. 4. Definitions: 4.1 "Additional Insureds" means the County, its successors and assigns, and the respective directors, officers, employees, agents and representatives of the County and its successors and assigns. 4.2 "Support" means the following: Contractor's directors, officers, employees, agents and representatives; and sub -Contractors of any tier; the respective directors, officers, employees, agents and representatives of these sub - Contractors of any tier; and any other person or entity acting under the direction or control of, or on behalf of, Contractor or any Contractor's sub - Contractors of any tier in connection with or incident to the performance of the Work or this Agreement. 4.3 The "Work" means all of the duties listed in Exhibit A and the performance of all other obligations, under this Agreement by Contractor or its Support. 5. Accounting and Payment for Contractor Services: Payment to the Contractor for services rendered under this Agreement shall be as set forth in Exhibit "B". Where Exhibit "B" requires payments by the County, payment shall be based upon billings, supported unless otherwise provided in Exhibit "B", by documentation of units of work actually performed and amounts earned, including where appropriate, the actual number of days worked each month, total number of hours for the month, and the total dollar payment requested. Unless specifically stated in Exhibit "B" or approved in writing in advance by the Kittitas County Board of Commissioners, the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in performance of this Agreement. Where required, the County shall, upon receipt of appropriate documentation, compensate the Contractor, no more often than monthly, through the County voucher system, for the Contractor's service pursuant to the fee schedule set forth in Exhibit "B". Professional Services Agreement (rev. 09/24/2018) Page 3 of 23 6. Assignment and Subcontracting: No portion of this Agreement may be assigned or subcontracted to any other individual, firm or entity without the express and prior written approval of the County. 7. Independent Contractor: The Contractor's services shall be furnished by the Contractor as an independent Contractor and nothing herein contained shall be construed to create a relationship of employer-employee or master -servant, but all payments made hereunder and all services performed shall be made and performed pursuant to this Agreement by the Contractor as an independent Contractor. The Contractor acknowledges that the entire compensation for this Agreement is specified in Exhibit "B" and the Contractor is not entitled to any County benefits including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to Kittitas County employees. Contractor will defend, indemnify and hold harmless the County, its Additional Insureds, officers, agents or employees from any loss or expense, including but not limited to settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph. 8. No Guarantee of Employment: The performance of all or part of this Agreement by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of the Contractor or any employee of the Contractor or any sub -Contractor or any employee of any sub -Contractor by the County at the present time or in the future. 9. Taxes: The Contractor understands and acknowledges that the County will not withhold Federal or State income taxes. Where required by State or Federal law, the Contractor authorizes the County to make withholding for any taxes other than income taxes (i.e. Medicare). All compensation received by the Contractor will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. It is the responsibility of the Contractor to make the necessary estimated tax payments throughout the year, if any, and the Contractor is solely liable for any tax obligation arising from the Contractor's performance of this Agreement. The Contractor hereby agrees to indemnify the County against any demand to pay taxes arising from the Contractor's failure to pay taxes on compensation earned pursuant to this Agreement. The County will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. The Contractor must pay all other taxes including, but not limited to: Business and Occupation Tax, taxes based on the Contractor's gross or net Professional Services Agreement (rev. 09/24/2018) Page 4 of 23 income, or personal property to which the County does not hold title. The County is exempt from Federal Excise Tax. 10. Regulations and Requirement: This Agreement shall be subject to all laws, rules and regulations of the United States of America, and State of Washington, and political subdivisions of the State of Washington, and to any other provisions set forth herein or in the attached exhibits. 11. Right to Review: This contract is subject to review by any Federal or State auditor. The County or its designee shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the County. Such review may occur with or without notice, and may include, but is not limited to, on-site inspection by County agents or employees, inspection of all records or other materials which the County deems pertinent to the Agreement and its performance, and any and all communications with or evaluation by service recipients under this Agreement. The Contractor shall preserve and maintain all financial records and records relating to the performance of work under this Agreement for 6 years after contract termination, and shall make them available for such review, within Kittitas County, State of Washington, upon request. 12. Modifications: 12.1 Either party may request changes in the Agreement. Any and all agreed modifications shall be in writing, signed by each of the parties. 12.2 The County may, at any tim ("Change Notice") makes chan this Agreement, including, but substitutions for, additions to schedule; and (c) acceleration, of any Work. e, by written notice thereof to Contractor ges in the Work within the general scope of not limited to: (a) changes in, revisions to, or deletions of any Work; (b) changes in deceleration or suspension of performance 12.3 If any change in the Work causes an increase or decrease on Contractor's cost of, or the time required for, performance of the Work, an equitable adjustment in the compensation to Contractor and in the schedule for the performance of the Work shall be made to reflect such an increase or decrease. 12.4 Notwithstanding any dispute or delay in arriving at a mutually acceptable equitable adjustment, Contractor shall proceed in accordance with all Change Notices. Contractor must, within thirty (30) days after receipt of any Change Notice that does not set forth any acceptable adjustment, submit to the County a written statement setting forth any adjustment claimed. Professional Services Agreement (rev. 09/24/2018) Page 5 of 23 12.5 If any change results in a decrease in the Work performed, Contractor shall be entitled to compensation associated with changing the Work, such as revising design already completed, revising calculations already performed, and revising documents. 13. Termination for Default: If the Contractor defaults by failing to perform any of the obligations of the Agreement or becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, the County may, by depositing written notice to the Contractor in the U.S. mail, postage prepaid, terminate the Agreement, and at the County's option, obtain performance of the work elsewhere. If the Agreement is terminated for default, the Contractor shall not be entitled to receive any further payments under the Agreement until all work called for has been fully performed. Any extra cost or damage to the County resulting from such default(s) shall be deducted from any money due or coming due to the Contractor. The Contractor shall bear any extra expenses incurred by the County in completing the work, and all damage sustained, or which may be sustained by the County by reason of such default. If a notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. 14. Termination for Public Convenience: The County may terminate the Agreement in whole or in part whenever the County determines, in its sole discretion that such termination is in the best interests of the County. Whenever the Agreement is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at unit contract prices for completed items of work. In the event of such termination, an equitable adjustment shall be made in the compensation payable to Contractor. An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this Agreement by the County at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the County. 15. Defense & Indemnity Agreement: The Contractor agrees to and shall fully cooperate in the defense of, and indemnify and hold harmless the County, its Additional Insureds, appointed and elective officers, agents and employees, from and against all loss or expense, including but not limited to judgments, settlements, attorney's fees and costs by reason of any and all claims and demands upon the County, its Additional Insureds, its elected or appointed officials, agents, or employees for damages because of personal or bodily injury, including death at Professional Services Agreement (rev. 09/24/2018) Page 6 of 23 any time resulting therefrom, sustained by any person or persons and on account of damage to property including loss of use thereof, whether such injury to persons or damage to property is due to the negligence of the Contractor, its sub -Contractors, its elected officers, employees or their agents, to the extent of fault allocated pursuant to RCW 4.22. It is further provided that no liability shall attach to the County by reason of entering into this contract, except as expressly provided herein. 16. Industrial Insurance Waiver: With respect to the performance of this Agreement and as to claims against the County, its Additional Insureds, officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this agreement extend to any claim brought by or on behalf of any employee of the Contractor. This waiver is mutually negotiated by the parties to this Agreement. 17. Venue and Choice of Law: In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action of litigation shall be in the Superior Court of the State of Washington in and for the County of Kittitas. This Agreement shall be governed by the law of the State of Washington. 18. Withholding Payment: In the event the Contractor has failed to perform any obligation to be performed by the Contractor under this Agreement within the time set forth in this Agreement, then the County may, upon written notice, withhold all monies due and payable to Contractor, without penalty, until such failure to perform is cured or otherwise adjudicated. 19. Future Non -Allocation of Funds: If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the County will not be obligated to make payments for services or amounts incurred after the end of the current fiscal period. No penalty or expense shall accrue to the County in the event this provision applies. 20. Contractor Commitments, Warranties and Representations: The Contractor represents and warrants to the County as follows: 20.1 The Contractor is duly incorporated, validly existing and in good standing under the laws of the State of Washington, and has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement. 20.2 The Contractor has the authority to execute this Agreement, to make the representations and warranties set forth in it and to perform the obligations of the Contractor under this Agreement in accordance with its terms. Professional Services Agreement (rev. 09/24/2018) Page 7 of 23 20.3 This Agreement has been validly executed by an authorized representative of the Contractor and constitutes a valid and legally binding and enforceable obligation of Contractor. 20.4 The Contractor has or will obtain prior to the commencement date such licenses, permits and other authorizations from federal, state and other governmental authorities, as are necessary for the performance of its obligations under this Agreement. 20.5 The Contractor is not in violation of any applicable law, ordinance or regulation the consequence of which will or may materially affect Contractor's ability to perform its obligations under this Agreement. The Contractor is not subject to any order or judgment of any court, tribunal or governmental agency which materially and adversely affects its operations or assets in the State of Washington, or its ability to perform its obligations under this Agreement. 20.6 None of the representations or warranties in this Agreement, and none of the documents, statements, certificates or schedules furnished or to be furnished by Contractor pursuant hereto or in connection with the performance of the obligations contemplated under this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements of fact contained therein not misleading. 21. Patent/Copyright Infringement: Contractor will defend and indemnify the County from any claimed action, cause or demand brought against the County; to the extent such action is based on the claim that information supplied by the Contractor infringes any patent or copyright. The Contractor will pay those costs and damages attributable to any such claims that are finally awarded against the County in any action. Such defense and payments are conditioned upon the following: 21.1 Contractor shall be notified promptly in writing by County of any notice of such claim. 21.2 Contractor shall have the right, hereunder, at its option and expense, to obtain for the County the right to continue using the information, in the event such claim of infringement is made, provided no reduction in performance or loss results to the County. 22. Disputes: 22.1 General Differences between the Contractor and the County, arising under and by virtue of the Agreement Documents shall be brought to the attention of the County at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. Except for such objections as are made of record in the manner hereinafter specified and within the time limits Professional Services Agreement (rev. 09/24/2018) Page 8 of 23 stated, the records, orders, instructions, and decisions of the Kittitas County Commissioners shall be final and conclusive. 22.2 Notice of Potential Claims The Contractor shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for (1) any act or failure to act by the County, or (2) the happening of any event or occurrence, unless the Contractor has given the County a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by the County. The written Notice of Potential Claim shall set forth the reasons for which the Contractor believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. Contractor shall keep full and complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional. 22.3. Detailed Claim The Contractor shall not be entitled to claim any such additional compensation, or extension of time, unless within thirty (30) days of the completion of the portion of the work from which the claim arose, and before final payment by the County, the Contractor has given the County a detailed written statement of each element of cost or other compensation requested and of all elements of additional time required, and copies of any supporting documents evidencing the amount or extension of time claimed to be due. 23. Ownership of Items Produced: All writings, programs, data, public records or other materials prepared by the Contractor and/or its consultants or sub -Contractors, in connection with performance of this Agreement shall be the sole and absolute property of the County. 24. Confidentiality: The Contractor, its employees, sub -Contractors, and their employees shall maintain the confidentiality of all information provided by the County or acquired by the Contractor in performance of this Agreement, except upon the prior written consent of the Kittitas County Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the County. Contractor shall immediately give to the County notice of any judicial proceedings seeking disclosure of such information. Contractor shall indemnify and hold harmless the County, its Additional Insureds, officials, agents or employees from all loss or expense, including, but not limited to settlements, judgments, setoffs, attorneys' fees and costs resulting from Contractor's breach of this provision. To the extent that any information obtained by the Contractor is required to be shared with or provided to others by the terms of the Statement of the Work, this provision is not breached by such acts. Professional Services Agreement (rev. 09/24/2018) Page 9 of 23 25. Notice: Except as set forth elsewhere in the Agreement, for all purposes under this Agreement, except service of process, notice shall be given by the Contractor to the department head of the department for whom services are rendered, and to the Kittitas County Commissioners, 205 W 5th Ave, Suite 108, Ellensburg, WA 98926. Notice to the Contractor for all purposes under this Agreement shall be given to the address reflected on the signature page. Notice may be given by delivery or by depositing in the U.S. Mail, first class, postage prepaid. 26. Severability: If any term or condition of this Agreement or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this Agreement are declared severable. 27. Miscellaneous: 27.1 The County's failure or delay to insist upon strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement shall not be construed as a waiver or relinquishment to any extent of its right to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather the same shall be and remain in full force and effect. 27.2 This Agreement embodies the entire Agreement between the County and Contractor, and supersedes any and all prior agreements, regarding the Work. No change, amendment or modification of any provisions of this Agreement shall be valid unless set forth in a written instrument signed by the party to be bound thereby. 27.3 The rights and remedies of the County set forth in any provision of this Agreement are in addition to and do not in any way limit any other rights of remedies afforded to the County by any other provisions of this Agreement, by any of Contractor's Support or by law. 27.4 The headings of sections and paragraphs of this Agreement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs. 28. Waiver: Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any prior or subsequent breach. No terms or conditions of this Agreement shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto. 29. Survival: Professional Services Agreement (rev. 09/24/2018) Page 10 of 23 The provisions of paragraphs 7, 9, 11, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 28, 30, 31, and 32 shall survive, notwithstanding the termination or invalidity of this Agreement for any reason. 30. Nondiscrimination: 30.1 The County is an equal opportunity employer. 30.2 Nondiscrimination in Employment In the performance of this Agreement, the Contractor will not discriminate against any employee or applicant for employment on the grounds of race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap; provided that the prohibition against discrimination in employment because of handicap shall not apply if the particular disability prevents the proper performance of the particular worker involved. The Contractor shall ensure that applicants are employed, and that employees are treated during employment without discrimination because of their race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap. Such action shall include, but not be limited to: employment, upgrading, demotion or transfers, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and programs for training including apprenticeships. The Contractor shall take such action with respect to this Agreement as may be required to ensure full compliance with local, state and federal laws prohibiting discrimination in employment. 30.3 Nondiscrimination in Services The Contractor will not discriminate against any recipient of any services or benefits provided for in this Agreement on the grounds of race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap. 30.4 If any assignment and/or subcontracting has been authorized by the County, said assignment or subcontract shall include appropriate safeguards against discrimination. The Contractor shall take such action as may be required to ensure full compliance with the provisions in the immediately preceding paragraphs herein. 31. Prevailing Wage: Professional Services Agreement (rev. 09/24/2018) Page 11 of 23 Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics employed in the performance of any part of the Work in accordance with RCW 39.12 and the rules and regulations of the Department of Labor and Industries. The schedule of prevailing wages rates for the locality or localities of the Work is determined by the Industrial Statistician of the Department of Labor and Industries. It is the Contractor's responsibility to verify the applicable prevailing wage rate. It is understood that the Contractor is responsible for obtaining and completing all required government forms and submitting same to the proper authorities. Disputes regarding prevailing wage rates shall be referred for arbitration to the Director of the Department of Labor and Industries. The arbitration decision shall be final and conclusive and binding on all parties involved in the dispute as provided for by RCW 39.12.060. 32. Debarment Certification: The Contractor certifies that it: 32.1 Is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency. 32.2 Has not within a three-year period preceding the execution of this contract with Kittitas County, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice. 32.3 Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph 32.2 of this section. 32.4 Has not within a three-year period preceding the preceding the execution of this contract with Kittitas County had one or more public transactions (Federal, State, or local) terminated for cause of default. Professional Services Agreement (rev. 09/24/2018) Page 12 of 23 EXHIBIT "A" SCOPE OF WORK In addition to providing all material and labor, the Contractor shall perform the following: SCOPE OF WORK Kittitas County Solid Waste Programs Ryegrass Limited Purpose Landfill Permit Update INTRODUCTION Kittitas County Solid Waste Programs (County) owns and operates the Ryegrass Limited Purpose Landfill (LPL) located in Kittitas County, Washington. The site is currently permitted under Washington Administrative Code (WAC) 173-350-400, Limited Purpose Landfills. The current facility was reclassified as an LPL in 2004 with a planned capacity of approximately 550,000 cubic yards, including cover soil. The LPL had a projected closure in 2021. As the facility nears capacity, the County will apply to expand the permitted LPL footprint within the current property boundary to extend the life of the facility and maximize available airspace. Parametrix, Inc. (Consultant) will assist the County in updating the Ryegrass LPL Plan and financial assurance documentation and apply for the expanded LPL permits. Parametrix services will be provided in accordance with the following tasks. TASK 1: DATA COLLECTION AND REVIEW This task includes initial review of the current Ryegrass LPL documentation, including the 2004 permit application with any updates, current site permits, groundwater monitoring results, annual facility reports, Kittitas County Public Health Department (KCPHD) inspections, and other documents made available by the County. A site review meeting will be held to review current site conditions, operations, the proposed expansion area, and make observations related to the permitting approach. The options for proposed LPL expansion will be discussed along with any facility changes, physical or operational, desired by the County. The Consultant will develop a current site survey, using unmanned aerial vehicle (UAV) technologies and will provide a composite georeferenced aerial of the property along with mapping of improved areas, and contours showing general topography of the entire parcel. The assessment will include the following activities: • Site control to constrain aerial mapping activities • Ground survey to tie to previous survey work performed by others • UAV data collection Professional Services Agreement (rev. 09/24/2018) Page 13 of 23 • AutoCAD mapping of visible site features based on the aerial flight • Integration of the most recent LiDAR data for contour coverage in obscured areas • Production of a topographic map of the parcel The consultant will use the data collected to develop a preliminary expanded LPL concept figure. The figure will take into account the existing LPL, location requirements and facility design standards and maximize the available footprint for waste disposal. The figure will be developed in draft and final, with the final incorporating County review comments. The preliminary expanded LPL concept figure will be used to facilitate discussions with regulators and other stakeholders. A pre -application meeting will be held with KCPHD staff and other officials such as the Washington State Department of Ecology (Ecology) and Kittitas County Community Development Services (KCCDS), to discuss the project, site conditions, and the approach to permitting. The preliminary expanded LPL concept figure will be reviewed along with any operational changes proposed by the County. Task 1 Deliverables: • Site Survey (AutoCAD and PDF) • Preliminary Expanded LPL Concept Figure (AutoCAD and PDF) • Meeting Notes (PDF) TASK 2: PERMIT DEVELOPMENT SERVICES This task, which follows on the outcome of Task 1, will include preparation of engineering drawings, calculations, and reports in support of submitting the updated LPL permit application, as well as other planning and environmental permit applications required to operate the LPL. These permits are expected to include: • LPL Permit: The LPL permit will be prepared in accordance with WAC 173-350-400. The application will be submitted to KCPHD and Ecology. • Kittitas County Project Permit: It is expected that a Project Permit application will be required for the siting and operation of the expanded waste footprint. The application will be prepared for KCCDS and is expected to require a public hearing and comment period. • State Environment Policy Act (SEPA) Environmental Checklist: It is expected that KCCDS will require the completion of a SEPA environment checklist. KCCDS is assumed to serve as the lead agency. A draft SEPA environmental checklist will be prepared for public notice and distribution by KCCDS. • Air Permit: The existing LPL is assumed to have an air permit from Ecology's Central Regional Office (CRO). The current operational size and scope of the landfilling operation is not changing, so it is not anticipated that the air permit requirements will change. A modified air permit application will be prepared for submittal to CRO, based on the existing permit. Permit application services will include filling out permit applications and preparing required supporting documentation. Copies of drawings, supporting calculations, and Professional Services Agreement (rev. 09/24/2018) Page 14 of 23 other technical information will be provided in the format and quantities necessary to support each application. The County will review and approve all submittals prior to submission. In coordination with the County, services will include attendance at meetings, consultations with permitting agencies, responding to comments, and preparation of revisions to application information and documentation as requested by the agencies and authorities and as directed by the County. LPL Permit Based on regulatory feedback from Task 1 and approval from the County, the Consultant will progress the preliminary expanded LPL concept figure to the Site Plan which will be the basis for updating the LPL permit application. The Consultant will use the 2004 LPL permit application as a template for the application update, revising information where required based on the proposed expansion, County identified operational changes, and regulatory input. The updated LPL application will be prepared in accordance with the requirements of WAC 173-350- 400, and include engineering drawings, calculations, and reports. The Consultant will update the geotechnical and hydrogeologic elements and reports within the application to account for the expansion and support a proposed continuation of operation without an engineered liner. The expanded waste footprint is expected to require the installation of up to two new groundwater monitoring wells. Well locations will be discussed with regulators as part of Task 1, with installation as part of Task 2. Some key elements of the LPL permit update will include revisions to the following documents: • Engineering Report to maximize the available footprint of the waste disposal area and facility capacity, and continued operation without an engineered liner. • Plan of Operation to establish accepted waste types that will meet the County's needs. • Closure Plan to continue to utilize a facility -specific final cover consistent with that previously approved which will be installed incrementally as landfill areas achieve final fill configuration, thus reducing the financial assurance requirements that would otherwise pertain to the entire facility closure at one time. • Post -Closure Plan. Significant modifications to the LPL application materials are expected to include: • Site plan • Landfill life capacity and analysis, including financial assurance analysis • Site development plan • Site final fill plan • Site cross sections • Stormwater management design and calculations Professional Services Agreement (rev. 09/24/2018) Page 15 of 23 • Geotechnical and hydrogeologic investigation reports, including contaminant fate transport modeling and groundwater sampling and analysis plan. Kittitas County Project Permit The LPL expanded disposal area is expected to be a land use development activity requiring a land use permit. The requirements for this application will be established during a pre -application conference with KCCDS in Task 1. The Consultant will prepare the application, which is assumed to rely upon much of the content developed for the LPL permit application. The application is expected to require a public hearing with a final decision being provided by a Kittitas County Hearing Examiner. The Consultant will attend the public hearing and be available to respond to comments at the direction of the County. SEPA Environmental Checklist The SEPA process will be integrated within the Project Permit procedures from KCCDS. KCCDS is assumed to serve as the lead agency. The Consultant will prepare the draft SEPA checklist for public notice and distribution by KCCDS. This checklist will be based on the 2004 checklist with updates to reflect the expanded waste footprint. Air Permit The existing LPL is assumed to have a Notice of Construction Permit (air permit) with annual reporting to CRO. The Consultant will develop a new air permit application or a revision to the existing permit for submittal to CRO to account for the increased waste disposal area and possible additional waste types. Day to day operational air impacts are not anticipated to increase beyond those currently approved, for example site equipment and hauling will not increase due to the increased waste disposal capacity. There will be an increase in potential long-term site emissions associated with an extended facility life and the decomposition of a larger waste mass. The level of effort assumed for this permit does not include calculations or modeling beyond what has been required for the site previously. Task 2 Deliverables: • One draft and final submittal of the LPL permit application (PDF) • One draft and final submittal of the Project Permit application (PDF) • One draft and final submittal of the SEPA Environmental Checklist (PDF) • One draft and final submittal of the air permit application (PDF) • Engineering drawings (as included with the applications and in AutoCAD) TASK 3: SEPTAGE LAGOON OPERATIONS PLAN UPDATE The Consultant will review and update the current 2008 Operation and Maintenance Manual for the West Liquid Waste Evaporation Lagoon. The plan will be developed to comply with Washington Administrative Code (WAC) 173-350-330, Surface impoundments and tanks. The Professional Services Agreement (rev. 09/24/2018) Page 16 of 23 Consultant will use the 2008 plan as a basis, interview County operations staff for current practices and procedures to be incorporated into the plan, and develop a proposed inspection plan for leak testing. The Consultant will provide support services for discussion and negotiations with Ecology. The Consultant will attend one onsite meeting with the County and Ecology. The plan will be developed in draft with one round of revisions to incorporate County and Ecology comments for the final Operation and Maintenance Manual. No figures will be required for inclusion in the plan. Task 3 Deliverables: • One draft and final submittal of the Operation and Maintenance Manual (PDF) TASK 4: UNPLANNED CRITICAL WORK The Consultant will provide as needed engineering support at the request of the County for needs identified during the LPL permit update process. As services are requested, the Consultant will promptly develop a brief scope and budget. Upon County approval, the Consultant will proceed with the unplanned services. Considering the unknown nature and level of effort that may be required, an allowance of $10,000 has been established for use as directed by the County. The Consultant will only utilize this budget as approved by the County, and will not proceed with services beyond the amount established. TASK 5: PROJECT MANAGEMENT This task covers our day-to-day management of the work, including the work of our teaming partners, to make certain that the project progresses on schedule, within budget, and meets all of the County's expectations for content and quality. Project management activities will include: • Developing an internal work plan, or Project Management Plan (PMP), which will include an outline of project objectives, communication plan, project criteria, quality control plan, scheduling, deliverables, and the many other aspects required to execute, monitor, and control the project • Managing project activities • Schedule tracking • Preparing monthly invoices accompanied by a project status report • Administering subcontractor agreements • Coordinating, scheduling, and participating in project meetings, including preparation of meeting notes Along with project management, our quality assurance/quality control (QA/QC) program will be implemented. Project management is assumed to occur from November 2019 through December 2020, a project duration of 15 months. Professional Services Agreement (rev. 09/24/2018) Page 17 of 23 Task 5 Deliverables: • Monthly invoice and status reports (PDF) • Meeting Notes (PDF) • Periodic schedule updates (MS Project or PDF) Schedule We are prepared to begin this project upon written authorization to proceed. Assuming an October 2019 start, we anticipate the permit process will be completed by August 2020 depending on agency review and hearing schedule requirements. The project duration is proposed through December 2020 to allow for project closeout. Assumptions • The County will provide the current permits associated with the site, including LPL permit, land use permit, air permit, SEPA checklist and Determination of Non- significance, and any other current permits or approval documentation for the LPL. • The County will provide operational and financial records for the facility required to update the current permits. • The Hydrologic Evaluation of Landfill Performance (HELP) Model results will be applicable to the expanded facility. • Geotechnical and hydrogeologic updates will include the geotechnical and hydrogeologic investigation, groundwater monitoring plan, and stability analysis. A contaminant fate and transport update will not be required. • The LPL permit will require up to eight drawings including: Site Plan Development Plan Final Fill Plan Landfill Sections, Sheet 1 of 2 Landfill Section, Sheet 2 of 2 Details, Sheet 1 of 3 Details, Sheet 2 of 3 Details Sheet 3 of 3. • The Kittitas County Project Permit will require one drawing of the site plan identifying permit specific information. • All permitting fees will be paid directly by the County. • Permit applications will be substantially similar in scale to those already in-place. • There will be one round of review and response to agency comments on each permit application. Professional Services Agreement (rev. 09/24/2018) Page 18 of 23 • Consultant staff will attend up to six local meetings, including the kick-off meeting, pre - application conferences, one permit review meeting, one pond review, one public hearing in Ellensburg. • Consultant will obtain the services of a driller for the installation of up to two new groundwater monitoring wells. • Test pit exploration performed in 2004 remains representative, and no additional test pits are required. • Site survey will require 2 days onsite by two Consultant staff, followed by an additional trip to locate the new groundwater monitoring wells. KCCDS will advertise and provide public notice for the SEPA Environmental Checklist. Professional Services Agreement (rev. 09/24/2018) Page 19 of 23 COMPENSATION As full compensation for satisfactory performance of the work, the County shall pay Contractor compensation not to exceed: $237,242.40 Professional Services Agreement (rev. 09/24/2018) Page 20 of 23 EXHIBIT "C" PROOF OF INSURANCE The Contractor shall secure and maintain in effect at all times during performance of the Work such insurance as will protect Contractor, its Support and the Additional Insureds from all claims, losses, harm, costs, liabilities, damages and expenses arising out of personal injury (including death) or property damage that may result from performance of the work or this Agreement, whether such performance is by Contractor or any of its Support. All insurance shall be issued by companies admitted to do business in the State of Washington and have a rating of A-, Class VII or better in the most recently published edition of Best's Reports unless otherwise approved by the County. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC. The Contractor shall provide proof of insurance for: ® Commercial General Liability Insurance Coverage limits not less than: • $5,000,000 per occurrence • $1,000,000 per occurrence liquor liability • $1,000,000 products & completed operations aggregate • $1,000,000 personal and advertising injury, each offense • Certificate Holder — Kittitas County • The Certificate must name the County as additional insured Sixty (60) days written notice to the County of cancellation of the insurance policy ❑ Commercial Automobile Liability Insurance (if ANY use of vehicle in performance) Automobile Liability for owned, non -owned, hired, and leased vehicles (MCS 90 endorsement and a CA 9946 endorsement must be attached if `pollutants' are to be transported) ■ Coverage limits not less than: • $1,000,000 combined single limit ■ Thirty (30) days written notice to the County of cancellation of the insurance policy. Additional Coverage May Be Required: ❑ Workers' Compensation Professional Services Agreement (rev. 09/24/2018) Page 21 of 23 Workers' Compensation in amounts required by law ❑ Stop Gap/Employers Liability Coverage limits not less than: • $1,000,000 each accident • $1,000,000 disease — policy limit • $1,000,000 disease — each employee ■ Thirty (30) days written notice to the County of cancellation of the insurance policy. ❑ Professional Liability The Contractor and/or its Subcontractor professional services shall provide evidence covering professional errors and omissions following minimum limits: ■ $1,000,000 per claim ■ $2,000,000 annual aggregate ■ If insurance is on a claims -made subsequent renewals, shall be Agreement. and/or its consultant providing of Professional Liability Insurance . Such policy must provide the form, its retroactive date, and that of all io later than the effective date of this ❑ Pollution Liability The Contractor shall provide a Pollution Liability policy, providing coverage for claims involving bodily injury, property damage (including loss of use of tangible property that has not been physically injured), cleanup costs, remediation, disposal or other handling of pollutants, including costs and expenses incurred in the investigation, defense, or settlement of claims arising out of: • Contractor's operations related to this project; and/or • Remediation, abatement, repair, maintenance or other work with lead-based paint or materials containing asbestos; and/or • Transportation of hazardous materials away from any site related to this project Such Pollution Liability policy shall provide the following minimum coverage: ■ $ per claim ■ $ annual aggregate ❑ Property Damage The Contractor shall provide a policy that covers damage to Kittitas County facilities, including buildings, equipment, grounds, etc. Such policy shall provide the following minimum coverage: $ per occurrence ❑ Umbrella Coverage Professional Services Agreement (rev. 09/24/2018) Page 22 of 23 Umbrella policies shall provide coverage at least as broad as specified for underlying coverages (CGL, Auto, Employer's Liability) and cover those insured in the underlying policies, including additional insured. Amount required for this Agreement: $ Contractor shall furnish the County a Certificate of Insurance to include the Policy Endorsements/Exclusions as evidence that policies providing insurance required by this Agreement are in full force and effect. Contractor hereby waives all rights of recourse, including any right to which another may be subrogated, against Kittitas County for personal injury, including death, and property damage. Contractor's insurance policies required above shall be primary insurance and shall be non-contributing with any other insurance maintained by Kittitas County. The Contractor shall assume full responsibility for all loss or damage from any cause whatsoever to any tools, Contractor's employee -owned tools, machinery, equipment, or motor vehicles owned or rented by the Contractor, or the Contractor's agents, suppliers or contractors as well as to any temporary structures, scaffolding and protective fences. The Contractor shall have sole responsibility for ensuring the insurance coverage and limits required are obtained by subcontractors. NOTE: No contract shall form until and unless a copy of the Certificate of Insurance with Endorsements/Exclusions, properly completed and in the amount required, is attached hereto. Failure of the Contractor to fully comply with the above insurance requirements during the term of the Agreement shall be considered a material breach of contract and cause for immediate termination of the Agreement at the County's discretion. Alternatively, the County may procure and maintain, at the Contractor's sole expense, insurance to the extent deemed proper up to the amount of the required coverage(s). The County may offset the cost of such insurance against payment due to the Contractor under this Agreement. Professional Services Agreement (rev. 09/24/2018) Page 23 of 23 AR�® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) `CC> `� 11/7/2019 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 Dealey, Renton & Associates PHONE FAX IC No): 510-452-2193 x : 510-465-3090 AIC. P. O. Box 12675(A/C.No ADDRESS: certificates@dealeyrenton.com Oakland, CA 94604-2675 INSURER(S) AFFORDING COVERAGE NAIC # License #0020739 INSURERA: National Fire Insurance Co of Hartford 20478 _7 CLAIMS -MADE M OCCUR INSURED PARAINC-01 INSURER B: Continental Insurance Company 35289 Parametrix, Inc. 1019 39th Ave. SE Suite 100 INSURER C: American Casualty Company of Reading PA 20427 INSURER D: XL Specialty Insurance Co. 37885 Puyallup, WA 98374 INSURER E: Valley Fore Insurance Company 20508 (253) 604-6600 INSURER F: COVERAGES CERTIFICATE NUMBER: 1848748938 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER IMMM) FF MMIDDYEXP IYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 6050531366 11/1/2019 11/1/2020 EACH OCCURRENCE $1,000,000 _7 CLAIMS -MADE M OCCUR DAMATE TO PREMISES Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 10,000 X Contractual Liab X XCU Included PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 52,000,000 POLICY M PRO- JECT LOC PRODUCTS -COMP/OP AGG $2,000,000 WA Slop Gap $ 1,000,000 X OTHER: WA Stop Ga /EL E AUTOMOBILE LIABILITY Y Y 6050531352 11/1/2019 11/1/2020 COMBINED SINGLE LIMIT $1,000,000 Ea accident BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS IX BODILY INJURY (Per accident) S PROPERTY DAMAGE S Per accident X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY S B X UMBRELLALIAB X OCCUR 6050531433 11/1/2019 11/1/2020 EACH OCCURRENCE S15,000,000 AGGREGATE $ 15,000,000 EXCESS LIAB CLAIMS -MADE DEC) I X I RETENTIONS $ C C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR/PARTNER/EXECUTIVEE.L. Y 6050531383 6050531402 11/1/2019 11/1/2019 11/1/2020 11/1/2020 X STERATUTE ER WA STOP GAP EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) NIA L. DISEASE - EA EMPLOYEE $ 1,000,000 kEL.DISEASE - POLICY LIMIT $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below D Professional Liability DPR9932956 11/1/2019 11/1/2020 Per Claim $1,000,000 Claims Made Annual Aggregate $1,000,000 Pollution Liability Included Retroactive Date: 01/01/1969 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Umbrella Liability policy is a follow -form to underlying General Liability/Auto Liability/Employers Liability. Project Number/Name: #373-1763-822 / Ryegrass Limited Purpose Landfill Permit Update Kittitas County Solid Waste is named as Additional Insured on General Liability, per policy forms, with respect to the operations of the Named Insured as required by written contract or agreement. Liquor Liability is Included with General Liability Coverage Part. Sixty (60) days written notice of cancellation to the County. (;LK I II-IGAI t FIULUtK LAIN rLLA I IUN OU UdyS INULK;U UI Vdl lUtindtlUlI Kittitas County Solid Waste Attn: Patti Johnson 925 Industrial Way Ellensburg, WA 98926 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors -with Products -Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. The WHO IS AN INSURED section is amended to add as an Insured any person or organization whom the Named Insured is required by written contract to add as an additional insured on this coverage part, including any such person or organization, if any, specifically set forth on the Schedule attachment to this endorsement. However, such person or organization is an Insured only with respect to such person or organization's liability for: A. unless paragraph B. below applies, 1. bodily injury, property damage, or personal and advertising injury caused in whole or in part by the acts or omissions by or on behalf of the Named Insured and in the performance of such Named Insured's ongoing operations as specified in such written contract; or 2. bodily injury or property damage caused in whole or in part by your work and included in the products - completed operations hazard, and only if a. the written contract requires the Named Insured to provide the additional insured such coverage; and b. this coverage part provides such coverage. B. bodily injury, property damage, or personal and advertising injury arising out of your work described in such written contract, but only if: 1. this coverage part provides coverage for bodily injury or property damage included within the products completed operations hazard; and 2. the written contract specifically requires the Named Insured to provide additional insured coverage under the 11-85 or 10-01 edition of CG2010 or the 10-01 edition of CG2037. IL Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. III. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. IV. Notwithstanding anything to the contrary in the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance, this insurance is excess of all other insurance available to the additional insured whether on a primary, excess, contingent or any other basis. However, if this insurance is required by written CNA75079XX (1-15) Policy No: 6050531366 Page 1 of 2 Endorsement No: 5 Nat'l Fire Ins Co of Hartford Insured Name: PARAMETRIX, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors -with Products -Completed Operations Coverage Endorsement contract to be primary and non-contributory, this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. V. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. except as provided in Paragraph IV. of this endorsement, agree to make available any other insurance the additional insured has for any loss covered under this coverage part; 3. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 4. tender the defense and indemnity of any claim to any other insurer or self insurer whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph (4) does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires the Named Insured to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX (1-15) Page 2 of 2 Nat'l Fire Ins Co of Hartford Insured Name: PARAMETRIX, INC. Policy No: 6050531366 Endorsement No: 5 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Waiver of Transfer of Rights of Recovery Against Others to the Insurer Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART Information required to complete this Schedule, if not shown above, will be shown in the Declarations. It is understood and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To The Insurer is amended by the addition of the following: Solely with respect to the person or organization shown in the Schedule above, the Insurer waives any right of recovery the Insurer may have against such person or organization because of payments the Insurer makes for injury or damage arising out of the Named Insured's ongoing operations or your work done under a contract with that person or organization and included in the products -completed operations hazard. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75008XX (1 - 15) Page 1 of 1 Nat'l Fire Ins Co of Hartford Insured Name: PARAMETRIX, INC. Copyright CNA All Rights Reserved. Policy No: 6050531366 Endorsement No: 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. SCHEDULE Name Of Person Or Organization: ANY PERSON OR ORGANIZATION WHOM THE CONTRACT OR AGREEMENT TO WAIVE SUCH CONTRACT OR AGREEMENT: NAMED INSURED HAS AGREED IN WRITING IN A RIGHTS OF RECOVERY, BUT ONLY IF SUCH 1. IS IN EFFECT OR BECOMES EFFECTIVE DURING THE TERM OF THIS COVERAGE PART; AND 2. WAS EXECUTED PRIOR TO THE BODILY INJURY, PROPERTY DAMAGE OR PERSONAL AND ADVERTISING INJURY GIVING RISE TO THE CLAIM. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. It is understood and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To The Insurer is amended by the addition of the following: Solely with respect to the person or organization shown in the Schedule above, the Insurer waives any right of recovery the Insurer may have against such person or organization because of payments the Insurer makes for injury or damage arising out of the Named Insured's ongoing operations or your work done under a contract with that person or organization and included in the products -completed operations hazard. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75008XX (1 - 15) Page 1 of 1 Nat'l Fire Ins Co of Hartford Insured Name: PARAMETRIX, INC. Copyright CNA All Rights Reserved. Policy No: 6050531366 Endorsement No: 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA Business Auto Policy Policy Endorsement CONTRACTORS EXTENDED COVERAGE ENDORSEMENT - BUSINESS AUTO PLUS , . THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. LIABILITY COVERAGE A. Who Is An Insured The following is added to Section II, Paragraph A.1., Who Is An Insured: 1. a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b. The insurance afforded by this provision A.1. does not apply to any such entity that is an insured under any other liability "policy" providing auto coverage. 2. Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: a. Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier. b. Does not apply to: (1) Bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization; or (2) Any such organization that is an insured under any other liability "policy" providing auto coverage. 3. Any person or organization that you are required by a written contract to name as an additional insured is an insured but only with respect to their legal liability for acts or omissions of a person, who qualifies as an insured under SECTION 11 — WHO IS AN INSURED and for whom Liability Coverage is afforded under this policy. If required by written contract, this insurance will be primary and non-contributory to insurance on which the additional insured is a Named Insured. 4. An employee of yours is an insured while operating an auto hired or rented under a contract or agreement in that employee's name, with your permission, while performing duties related to the conduct of your business. "Policy", as used in this provision A. Who Is An Insured, includes those policies that were in force on the inception date of this Coverage Form but: 1. Which are no longer in force; or 2. Whose limits have been exhausted. B. Bail Bonds and Loss of Earnings Section II, Paragraphs A.2. (2) and A.2. (4) are revised as follows: 1. In a.(2), the limit for the cost of bail bonds is changed from $2,000 to $5,000; and 2. In a.(4), the limit for the loss of earnings is changed from $250 to $500 a day. Form No: CNA63359XX (04-2012) Policy No: 6050531352 Page: 1 of 4 Policy Effective Date: 11/01/2019 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. CNA Business Auto Policy Policy Endorsement C. Fellow Employee Section II, Paragraph B.5 does not apply. Such coverage as is afforded by this provision C. is excess over any other collectible insurance. 11. PHYSICAL DAMAGE COVERAGE A. Glass Breakage — Hitting A Bird Or Animal — Falling Objects Or Missiles The following is added to Section III, Paragraph A.3.: With respect to any covered auto, any deductible shown in the Declarations will not apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. B. Transportation Expenses Section III, Paragraph A.4.a. is revised, with respect to transportation expense incurred by you, to provide: a. $60 per day, in lieu of $20; subject to b. $1,800 maximum, in lieu of $600. C. Loss of Use Expenses Section III, Paragraph A.4.b. is revised, with respect to loss of use expenses incurred by you, to provide: a. $1,000 maximum, in lieu of $600. D. Hired "Autos" The following is added to Section III. Paragraph A.: 5. Hired "Autos" If Physical Damage coverage is provided under this policy, and such coverage does not extend to Hired Autos, then Physical Damage coverage is extended to: a. Any covered auto you lease, hire, rent or borrow without a driver; and b. Any covered auto hired or rented by your employee without a driver, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. c. The most we will pay for any one accident or loss is the actual cash value, cost of repair, cost of replacement or $75,000, whichever is less, minus a $500 deductible for each covered auto. No deductible applies to loss caused by fire or lightning. d. The physical damage coverage as is provided by this provision is equal to the physical damage coverage(s) provided on your owned autos. e. Such physical damage coverage for hired autos will: (1) Include loss of use, provided it is the consequence of an accident for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern. (2) Such coverage as is provided by this provision will be subject to a limit of $750 per accident. E. Airbag Coverage The following is added to Section III, Paragraph B.3.: The accidental discharge of an airbag shall not be considered mechanical breakdown. Form No: CNA63359XX (04-2012) Policy No: 6050531352 Page: 2 of 4 Policy Effective Date: 11/01/2019 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. F. Electronic Equipment Business Auto Policy Policy Endorsement Section III, Paragraphs B.4.c and B.4.d. are deleted and replaced by the following: c. Physical Damage Coverage on a covered auto also applies to loss to any permanently installed electronic equipment including its antennas and other accessories d. A $100 per occurrence deductible applies to the coverage provided by this provision. G. Diminution In Value The following is added to Section III, Paragraph B.6.: Subject to the following, the diminution in value exclusion does not apply to: a. Any covered auto of the private passenger type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while performing duties related to the conduct of your business; and b. Any covered auto of the private passenger type hired or rented by your employee without a driver for a period of 30 days or less, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. c. Such coverage as is provided by this provision is limited to a diminution in value loss arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts. d. The most we will pay for loss to a covered auto in any one accident is the lesser of: (1) $5,000; or (2) 20% of the auto's actual cash value (ACV). 111. Drive Other Car Coverage — Executive Officers The following is added to Sections II and III: 1. Any auto you don't own, hire or borrow is a covered auto for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your "executive officers", except: a. An auto owned by that "executive officer" or a member of that person's household; or b. An auto used by that "executive officer" while working in a business of selling, servicing, repairing or parking autos. Such Liability and/or Physical Damage Coverage as is afforded by this provision. (1) Equal to the greatest of those coverages afforded any covered auto; and (2) Excess over any other collectible insurance. 2. For purposes of this provision, "executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document, and, while a resident of the same household, includes that person's spouse. Such "executive officers" are insureds while using a covered auto described in this provision. IV. BUSINESS AUTO CONDITIONS A. Duties In The Event Of Accident, Claim, Suit Or Loss The following is added to Section IV, Paragraph A.2.a.: Form No: CNA63359XX (04-2012) Policy No: 6050531352 Page: 3 of 4 Policy Effective Date: 11/01/2019 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Business Auto Policy Policy Endorsement (4) Your employees may know of an accident or loss. This will not mean that you have such knowledge, unless such accident or loss is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. The following is added to Section IV, Paragraph A.2.b.: (6) Your employees may know of documents received concerning a claim or suit. This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. B. Transfer Of Rights Of Recovery Against Others To Us The following is added to Section IV, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an accident or loss. C. Concealment, Misrepresentation or Fraud The following is added to Section IV, Paragraph B.2.: Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional. D. Other Insurance The following is added to Section IV, Paragraph B.5.: Regardless of the provisions of Paragraphs 5.a. and 5.d. above, the coverage provided by this policy shall be on a primary non-contributory basis. This provision is applicable only when required by a written contract. That written contract must have been entered into prior to Accident or Loss. E. Policy Period, Coverage Territory Section IV, Paragraph B. 7.(5).(a). is revised to provide: a. 45 days of coverage in lieu of 30 days. V. DEFINITIONS Section V. paragraph C. is deleted and replaced by the following: Bodily injury means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury or death resulting from any of these. Form No: CNA63359XX (04-2012) Policy No: 6050531352 Page: 4 of 4 Policy Effective Date: 11/01/2019 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. CNA Workers Compensation And Employers Liability Insurance Policy Endorsement WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 00 03 13 (04-1984) Policy No: 6 50531402 Endorsement No: 3; Page: 1 of 1 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 333 S Wabash Ave, Chicago, IL 60604 Copyright 1983 National Council on Compensation Insurance. Call2ftcycle,inc. Changing habits. Inspiring action: CaRRecyde's GreenVantage Program Addendum to Kittitas County Solid Waste Agreement This document is in reference to the GreenVantage agreement dated 4/5/2015, between Ca11211ecycle, Inc., and Kittitas County Solid Waste. Overview: Call2Recycle's GreenVantage Plus battery recycling offering provides an incentive to help municipalities offset the handling and operating costs of collecting rechargeable batteries, while primary batteries are accepted at a cost. The undersigned parties hereby agree to accept the following GreenVantage Plus modifications that are outlined below. This reimbursement structure supersedes the previous schedule included in the original stated GreenVantage agreement. Coverage: Call2Recycle will offset costs associated with the collection of rechargeable batteries, while Kittitas County Solid Waste pays Call2Recycle for the services outlined below. Includes transportation, sorting, processing, and containerization. Battery Recycling Rates: Battery Recycling Rates Alkaline Lithium IRechargeable Includes recycling, sorting, handling and freight fees for shipments less than 5K lbs. $0.70 $4.05 No Cost Under its fee-based program, Call2Recycle also offers a complete range of battery protection, storage, shipping and recycling services and solutions, including fire suppression pillows and blankets, hazardous material drums, damaged/defective/recalled lithium -based battery kits, using Cellblock'rm Technology. Kittitas County qualifies for a 10% discount off list prices for these services, which will be automatically applied to each invoice. Reimbursement Structure: Rebates & Incentives Rechargeable offset (to help offset labor, containers and program administration) $0.40 / Ib. Applies to bulk shipments only Recycling incentive - Increase total battery collections (primary & rechargeable) 1% - 5% Increase $0.05 / Ib. annually and receive bonus rebate on rechargeable batteries collected. Incentive 6% - 10% Increase $0.10 / Ib. paid annually in January. Incentive applies to both box and bulk shipments. I >10% Increase $0.15 / Ib. Payment Terms: Call2Recycle will invoice Kittitas County Solid Waste on a monthly basis, within two weeks of the end of each month, and Kittitas County Solid Waste shall pay invoices within thirty calendar days. Should Kittitas County Solid Waste dispute any charge or rebate on the invoice by Call2Recycle, it shall promptly notify Call2Recycle and the parties shall try to reach a resolution of the dispute. In the meantime, all undisputed charges shall promptly be paid. Any transaction with Call2Recycle and its subsidiaries may be subject to sales tax. 1000 Parkmod Circle Suite 200 Atlanta, GA 30339 T. 678.419.9990 F. 678.419.9986 www.call2recycle.org CaRRecycle,inc. Changing habits. Inspiring action: Confidentiality: Both parties recognize that terms of this agreement are proprietary and confidential, including pricing structure. For Call2Recycle, Inc. by: Signature Eric Dennis Name Sr. Director. Marketing & Account Management Title Date For Kittitas County Solid Waste by: Signature Name Title I \ 112— 1 Date 1000 Parkwood Circle Suite 200 Atianta, GA 30339 T. 678.419.9990 F. 678.419.9986 www.cal[2recycle.org PURCHASE CONTRACT No. AGREEMENT made the day of , 2019, between KITTITAS COUNTY, a subdivision of the State of Washington (hereinafter referred to as "COUNTY"), and Belisario Medina, (herein after referred to as "SELLER"). SELLER is hereby selling and COUNTY is hereby purchasing the following goods from SELLER subject to the price, terms, and conditions herein after set forth. I. GOODS No. of Units Goods Unit Price Total 1 1968 Champion mobile home serial # 1699650318 $6,000.00 $6,000.00 Parcel # 684536 II. DELIVERY DATE Forty five (45) days from contract date. III. TERMS 1. This Agreement is a legal, valid and binding obligation of the SELLER. 2. All of the goods being sold to COUNTY by SELLER are and shall be delivered free and clear of any and all liens and encumbrances and in as is condition. 3. All of the warranties and representations of SELLER shall survive closing of this contract. 4. The COUNTY shall not be obliged to make payment until the goods, and any documents of title thereto (with all necessary endorsements thereon) shall have been delivered to COUNTY at the Department of Solid Waste, 925 Industrial Way, Ellensburg, WA, 98926. Not withstanding the terms of any document of title to the goods, COUNTY shall be entitled to inspect all goods before making payment therefore. 5. This writing is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in this agreement. Whenever a term defined by the Uniform Commercial Code is used in this Agreement, the definition contained in the code is to control. 6. This Agreement can be modified or rescinded only by a writing signed by both parties or their duly sworn authorized agents. 7. No Claim or right arising out of the breech of this agreement can be discharged in whole or in part by a waiver or renunciation of such claim or right unless the waiver or renunciation is in writing signed by the aggrieved party. 8. This Agreement has been and shall be construed as having been made and delivered within the State of Washington, and it is agreed by each party hereto that this Agreement shall be governed by the laws of the State of Washington, both as to interpretation and performance. Any action of law, suit in equity, or judicial proceeding for the enforcement of this Agreement or any provision thereof shall be instituted and maintained only in any of the courts of competent jurisdiction in Kittitas County, Washington. 9. The invalidity or unenforceability of any particular provision of this Agreement shall not affect other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions where omitted. 10. This Agreement shall inure to the benefit of and be binding upon the parties named herein as the SELLER and COUNTY and, except as heretofore provided, to their respective successors, assigns, heirs, executors, legal representatives and administrators. 11. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 12. All notices hereunder shall be sent by certified mail, return receipt requested, as follows: COUNTY'S Address: Kittitas County 925 Industrial Way Ellensburg, WA 98926 SELLER: Belisario Medina 1200 #21 E. University Way Ellensburg, WA 98926 COUNTY: KITTITAS COUNTY, A SUBDIVISION OF THE STATE OF WASHINGTON Patti Johnson, Director Kittitas County Solid Waste SELLER: APPROVED AS TO FORM: Neil A. Caulkins, WSBA 31759 Kittitas County Deputy Prosecuting Attorney