HomeMy WebLinkAboutAgreement Transfer Station operationsAGREEMENT
FOR
OPERATION OF TRANSFER STATIONS
HAULING AND DISPOSAL OF MUNICIPAL SOLID WASTE
HAULING OF INERT, DEMOLITION DEBRIS WASTE
HAULING, PROCESSING, AND MARKETING OF RECYCLABLES
1. PURPOSE. This agreement is made and entered into between KITTITAS COUNTY, a municipal
corporation in the State of Washington (here after referred to as "Counfr"), and Waste Management of
Washington, Inc., on behalf of itself and its affiliates, (hereafter referred to as the o'Company"). This
agreement provides for the operation of the Upper County Transfer Station; the operation ofthe Ellensburg
Transfer Station; the hauling of municipal solid waste; the hauling of yard waste from the Upper County
Transfer Station to the Ellensburg Compost Facility; and the hauling, processing and marketing of
recyclables materials collected at the Upper County Transfer Station and the Ellensburg Transfer Station,
all in accordance with local, state and federal laws. This Agreement excludes the operations of the scale
houses at the transfer stations and the Ellensburg Compost Facility, which are the sole responsibility of
the County
2. AGREEMENT AS IN G ENTIRE AGREEMENT. This instrument embodies the whole
agreement of the parties hereto. There are no promises terms, conditions, or obligations other tharl those
contained herein. This Agreement shall supersede all previous communications, representations,
negotiations, or agreements, either verbal or written, between the parties hereto.
3. RESCISSION OF PRIOR AGREEMENTS. The Parties hereto, in consideration of entering into
this Agreement, mutually agree that all prior agreements, in writing or verbally, are rescindqd, terminated
and canceled as of the signing of this Agreement. This includes any and all preliminary or other written
or verbal agreements entered into during the negotiation discussion, development and drafting of this
Agreement.
4. DEFINITIONS
a) Apple Maggot Quarantine Area: The majority of Kittitas County (83%) is within an Apple
Maggot Quarantine area. Both municipal green waste (MGW) and municipal solid waste
(MSW) are currently listed as regulated commodities under the apple maggot quarantine rule.
RCW 70.95 was amendedin20l6 to prevent the spread of agricultural plant pathogens and
pests.
b) Asbestos Waste: Asbestos waste is any material containing more than one percent (l%) ot
asbestos by weight. The National Emissions Standards forHazardous Air Pollutants
(I{ESHAPS), 40 CFR Part 61, are the regulations governing the handling, transportation and
disposal of asbestos and asbestos containing materials. The Washington State Department of
Ecology Air Quality division also regulates issues regarding asbestos, and the Washington
State Department of Labor and Industry regulates worker related concerns.
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c) Compost Facility: The County-operated Compost Facility for the delivery and receipt of
Yard Waste under this Agreement is located at the Ellensburg Transfer Station and will be
relocated to the new facility.
d) Construction Debris: Construction Debris consists of concrete, brick masonry, bitumius
concrete, plastic (PVC), reinforcing steel, dimensional wood plaster (sheet rock), fiberglass
insulation, Appliances (without CFC or freon), composition roofing, roofing paper, metal
roofing, metal fencing, copper, and similar non-hazardous construction, non-paper or textile
materials.
e) Ellensburg Transfer Station: The "Ellensburg Transfer Station" (ETS) is located at 1001
Industrial Way in the southem end of the town of Ellensburg.
0 Inert Demolition Debris Waste (IDDW): "Inert, Demolition, Debris Waste" (IDDW)
means solid and predominantly inert waste resulting from the demolition or razing of
buildings, roads, and other constructed structures. IDDW consist of, but is not limited to,
concrete, brick, bituminous concrete, wood and masonry, composition roofing and roofing
paper, steel and minor amounts of other types of metal, such as copper and iron. Materials
that are tikely to produce gasses or a leachate during the decomposition process, and
Asbestos Waste as defined above, are not considered to be demolition waste for the purpose
of this Agreement.
g) Inert Waste: "Inert Waste" means non-combustible, non-dangerous solid wastes that arc
likely to retain their physical and chemical attributes and structures under expected
conditions of disposal, including resistance to biological attack and chemical attack from
acidic rain water. WAC 173-304 ar:,d 173-351.
h) Medical Waste: "Medical Waste" means unregulated wastes of the following types: (1)
Infectious animal waste, infectious microbiological cultures, and highly communicable
disease waste from cert6in viruses; and (2) pathological waste (human tissue), and sharps
waste (needles, syringes, blades, and lancets).
D Minimum Functional Standards (MFS) for Solid Waste Handling: The term sets the
minimum functional performance standards for the proper handling of all solid waste
materials originating from residences, commercial establishments, or agricultural or
industrial operation or other sources. WAC 173-304.
j) Moderate Risk Waste (MRW): Moderate Risk Waste means wastes that are hazardous
wastes produced by households, businesses, and institutions, in small quantities. There are
moderate risk waste collection areas at both transfer stations that are operated by the County
k) Municipal Green Waste (MGW): "Municipal Green Waste" includes yard debris, organic
feedstock, organic materials, and agricultural wastes, but does not include any form of food
waste.
D Municipal Solid Waste (MSW): "Municipal Solid Waste" means all putrescible and non -
putrescible solid and semisolid wastes and discarded commodities generated by public,
private, industrial, commercial, mining, and agricultural operations.
m) New Ellensburg Transfer Station: The'New Ellensburg Transfer Station" means the
replacement facility to be located on US 97 to the north-west of Ellensburg, approximately
one mile north of the intersection (traffic circle) of,US 97 andUniversity Way, on the east
side of US 97.
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n) Operations Plan: ooOperations Plan" means the operations plan approved by the County for
the combined operations of the Ellensburg Transfer Station, Upper County Transfer Station,
MSW Transportation, MSW Disposal, Construction Debris Transportation, and recycling
drop boxes transportation, processing and marketing. The Operations Plan includes hauling
of Yard waste received from the Upper County Transfer. Station to the compost facility. The
Operations Plan shall be reviewed by the County and the Company on an annual basis and
any revisions or amendments thereto must be approved by the County.
o) Recyclable Materials: "Recyclable Materials" means those solid wastes that are separated
for recycling or reuse, including but not limited to papers and metals, which are identified as
recyclable materials pursuant to a local comprehensive solid waste plan.
p) Recycling: "Recycling" means the recapture of waste materials from the waste stream, for
reuse as a resource.
q) Ryegrass Landfill: o'Ryegrass Landfill" means the County-operated Limited Purpose
Landfill located at 29500 Old Vantage Highway, I 8 miles east of Ellensburg on the Old
Vantage Highway.
r) Ton: ooTon" means 2,000 pounds.
s) Tires: ooTires" means passenger vehicle tires, truck tires, implement or tractor tires, heavy
equipment tires and the like.
t) Transition Date. The date that Company operations will transition from the Ellensburg
Transfer Station to the New Ellensburg Transfer Station.
u) Unacceptable Waste: "Unacceptable Waste" means all waste not authorizedfor disposal at
the MSW Landfill by those governmental entities having jurisdiction or any waste the
disposal of which would constitute a violation of any governmental requirements pertaining
to the environment, health or safety. Unacceptable Waste includes any waste that is now or
hereafter defined by Federal, State or local law or by the disposaljurisdiction as radioactive,
dangerous, hazardous, or extremely hazardous waste.
v) Upper County Transfer Station: The "Upper County Transfer Station" (UCTS) is located
between the towns of Cle Elum and Roslyn off State Highway 903 at 50 #5 Mine Road.
w) White Goods: "White Goods" shall include all major appliances, such as washers, dryers,
refrigerators, freezers, stoves, dishwashers and trash compactors and other items as agreed by
the parties.
x) Yard Waste: "Yard Waste" is defined as vegetative waste falling into two basic categories:
(1) wood waste - woody stems, branches, limbs, trunks, stumps not greater than 12" in
diameter, and the like; and (2) soft organics- leaves, grass clippings, garden wastes, and the
like.
5. COMPENSATION. In consideration for Company's performance in the compliance with the
terms of this Agreement, the Company shall be paid by the County on a monthly basis. Payment to the
Company will be made by the 25th of each month following said performance. Payments may be
adjusted in accordance with the terms of this Agreement. All costs incurred by the Company in the
performance of its responsibilities set forth herein will be borne by the Company unless specifically
indicated otherwise in this Agreement. Each vehicle shall be weighed as they enter the Transfer Station
to pick up any given load.
a) Comprehensive Operations Fee: includes Transfer Station Operation, Transportation, and
Disposal. The Company will be paid by the County arate of $ 75JQ per Ton for MSW for
operating the transfer stations, including the transportation and disposal of MSW, in
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accordance with the terms of this Agreement. Any host or other fees imposed by a state or
county hosting a landfill shall be included in the aforementioned rate. This fee shall be based
on the net weight of MSW in Company vehicles as weighed at the Greater Wenatchee.
Regional Landfill scales upon arrival. Upon completion of the New Ellensburg Transfer
Station, MSW may be weighed by the County operated scales after both parties agree the
scales can adequately accommodate the equipment used in the operations
Labor and equipment outlined in Appendix A are incorporated in the Comprehensive
Operations Fee.
b) Yard Waste and Tire Transportation Fee: The Company shall be paid by the County a
rate of @![ per Ton for Yard Waste and tires hauled from the Upper County Transfer
Station to the Compost Facility. The Yard Waste Fee shall be based on the net weight of
source separated Yard Waste delivered to the Upper County operated transfer station scales
and processed according to the Operation Plan.
c) Inert, Demolitiono and Construction Debris Transportation Fee: The Company shall be
paid by the County at the rate of @!! per Ton for Inert, Demolition, and Construction
Debris loaded and removed from the Ellensburg Transfer Station and hauled to the Ryegrass
Landfill for disposal by the County. The Company shall be paid atthe rate of $38.96 per Ton
for Inert, Demolition, and Construction Debris removed from the Upper County Transfer
Station and hauled to the Ryegrass Landfill for disposal by the County. The Inert,
Demolition, and Construction Debris Fee shall be based on the net weight in Company
vehicles as weighed at the County operated transfer station scales as the vehicles leave the
transfer station. The County shall not assess a disposal fee for the Inert, Demolition, and
Construction Debris received at the transfer station and hauled by the Company to the
Ryegrass Landfill.
d) Recycling Drop Box Hauling Fee: The Company shall be paid by the County the rate
shown in the table below for each recycling drop box hauled from the transfer stations and
returned empty. Recycling drop box hauls shall be performed by the Company to maintain
the site in a clean and orderly fashion. Each load shall be weighed at the County operated
transfer station scales as the loaded vehicle leaves the transfer station.
Origin Destination Rate per Ton
Ellensburg Transfer Station Processing and Sale
By the Company $123.s4
Upper County Transfer
Station
Processing and Sale
By the Company $159.93
In addition, the Company shall weigh at the Transfer Station scales all recycling received by
curbside collection within the County
e) Adjustment of Fees. The ooBase Rates" i.e., the per Ton fees listed in A through E above
apply for the period from commencement of services under this Agreement through the end
of the Agreement Term. Fees paid to the Company shall be adjusted up or down annually on
October 1, beginning on October 1,2021, and each subsequent year utilizing the following
formula:
AR = BR x (1 + ((CPIp I CPlzozo) -1) x Z))n where:
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AR = Adjusted Rate effective October 1
BR = Base Rate shown in A through E above
CPIp = CPI as of June of the year of adjustment
CPIzozo = CPI as of June 2020
Z = percent amount proposed by Company in its Bid response
CPI means the Consumer Price Index for All Urban Consumers for the West Region (Series
CUUR0400SA0, CUUS400SA), for all items, not seasonally adjusted,1982-1984 : 100
basis, as published from time to time by the United States Department of Labor, Bureau of
Labor Statistics, or any other appropriate index as may be mutually agreed upon by the
parties hereto.
For example, if BR is $50.00, CPI for June 2021 is 184.3, CPI for June 2020 is 177 .0, and if
Z is 80o/o, AR for the year starting October 1,202I would be calculated as follows:
AR: $s0.00 X (1 + (((184.31177.0) X .80)): $s1.6s
0 Recyclable Material Credit. Company shall pay the County, or if such number is negative,
County shall pay the Company, a recyclable material credit each year due and payable on the
lst of October 2020 and each succeeding year for the term of this Agreement as full payment
for the value of the Recyclables hauled from the County's transfer stations.
On July I , 2020 and each succeeding month for the term of this Agreement, the recyclable
material credit will be calculated by the Company and reported to the County.
In accordance with the Kittitas County Solid Waste Management Plan, the Company and
County reserve the right, upon notice, to discontinue acceptance ofany category of
Recyclables set forth above as a result of market conditions related to such materials and
makes no representations as to the recyclability of the materials. Collected Recyclables for
which no commercially reasonable market exists may be landfilled at County's cost.
The recyclable material credit will apply to any additional material the County elects to
include in the drop-off recycling containers located at County transfer stations, provided
however that Company shall have the right to approve the addition, which approval shall not
be unreasonably withheld and further provided that the Parties agree upon a mutually
acceptable pricing mechanism
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Commodity Published Index
Price as of
December 31,2019 (for
information only)
Newspaper Secondary Fiber Pricing
(www.necyctineMarke
for Pacific Northwest,
Regional Average Price for
Sorted Residential Papers
(PS s6)
$7.5O/ton
Magazines Secondary Fiber Pricing
(wnnv.necyctingMarke
for Pacific Northwest,
Regional Average Price for
Sorted Residential Papers
GS 56)
$7.50iton
Cardboard Secondary Fiber Pricing
(www. Rec)'clineMarkets.net)
for Pacific Northwest,
Regional Average Price for
Comrgated Containers (PS
l1)
$12.50/ton
Aluminum Secondary Materials
Pricing.com
www cl
for Pacific Northwest,
Regional Average Price for
Metals Aluminum Cans,
Sorted, Baled
$0.515ipound
Tin Secondary Materials
Pricing.com
(www. RecyclineMarkets. net)
for Pacific Northwest,
Regional Average Price for
Metals Steel Cans, Sorted,
Baled
$97.50iton
Pop Bottles
(PEr)
Secondary Materials
Pricing.com
(www. RecyclingMar kets.net)
for Pacific Northwest,
Regional Average Price for
Plastics PET. Baled
$0.07/pound
Milk Jugs
(HDPE)
Secondary Materials
Pricing.com
(www. Recy c lin gMarkets. net)
for Pacific Northwest,
Regional Average Price for
Plastics Natural HDPE,
Baled
$0.485/pound
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g) Change of Law Cost Increase. All wage increases, benefits or added costs resulting from
changes in technology, labor practices, availability of equipment, and other business risks,
except for changes in law, that may affect the performance of this Agreement shall be to the
Company's advantage or expense respectively. The term "change in law" means any new or
revised law statute, rule, regulation and ordinance enacted by an international, federal, state
or local govemment affecting the transfer, disposal or transportation of solid waste or other
services provided by the Company hereunder, but not affecting or directed to businesses
generally, which becomes effective after the execution of this Agreement. Subject to the
County's good faith review and approval, the County shall pay one hundred percent of the
Company's reasonable, actual, substantial increased costs of performing this Agreement
whe.n such increased costs are directly attributable to changes in law by the federal, state, or
local government. To qualify for a substantial increase in costs under this section, Company
must demonstrate to the satisfaction of the County that the change in law has resulted in an
increase of more than ten percent over the actual costs incurred by the Company for the same
services provided under this Agreement, provided that all such increased costs shall be
eligible for adjustment hereunder. If the Company decides to request an adjustment under
this section, the Company shall file wjth the County an adjustment request setting forth the
Company's calculation of its increase in costs and documenting liow the increase qualifies as
a substantial increase in costs under this section. The burden of demonstrating that the
Company has suffered a substantial increase in costs under this section rests with the
Company. The Company shall provide the County with any and all documentation and data
reasonably necessary to evaluate the request. The County shall act within 45 days of receipt
of a properly filed request and may grant, grant in part, or deny the request, which shall not
be unreasonably denied.
TERM AND DATE
a) The term of this Agreement shall run from July I,2020, through June 30, 2025, unless
extended pursuant to subsection B below. Operations conducted under this Agreement shall
begin on July 1,2020.
b) The Parties shall have the right to extend the Agreement, under the same terms and
conditions, for two additional thirty-month periods or an additional five-year period upon
mutual consent. Either party must give the other 180 days or more written notice of its intent
to exercise this option to extend the Agreement with the other party having no more than 30
days to respond. In the event the County elects to extend the Agreement, the Company must
respond within 30 days and must also provide to the County at least 90 days before the
expiration of the then current contract a new letter of credit or other financial guarantee
acceptable to the County. Nothing in this provision precludes the parties from agreeing to
further extensions of this agreement under the same terms if they so agree.
c) The Company shall remove any accumulated MSW, Yard Waste, IDDW (Inert, Demolition,
Debris Waste) and Recyclable Materials from the transfer station upon termination of this
Agreement.
OPERATION OF THE SYSTEM.
a) Scope. The scope of the Company's operations includes
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. Primary Functions. The Company shall perform primary functions including but not
limited to directing customers, assisting customers, supervising unloading of material,
consolidating material, loading material, and hauling material off-site in accordance
with contract and applicable law.
o Operating and maintaining the Upper County Transfer Station, including the hauling
of leachate from the transfer station to the Ryegrass landfill site on an as needed
basis.
. Operating and maintaining the Ellensburg Transfer Station, including the hauling of
leachate from the transfer station to the Ryegrass landfill site on an as needed basis.
. Loading Company vehicles and hauling Municipal Solid Waste from the Transfer
Station to a permitted disposal site.
. Disposal of the hauled Municipal Solid Waste at the permiued disposal site.
. Loading Company vehicles and hauling of Yard Waste from the Upper County
Transfer Station to the Compost Facility at the Ellensburg Transfer Station.
o Loading of Company vehicles and hauling of IDDW from the Transfer Stations to the
Ryegrass Landfill for disposal by the County.
o Hauling recyclables in drop boxes for processing, or, if material are non-marketable
and inert as determined by the County, for disposal or beneficial use at the Ryegrass
Landfill.
o Processing recyclables for reuse in commerce.
The Company shall prcivide and pay for all labor, benefits, taxes, fees, utilities, mobile
equipment, and vehicles associated with its operations. The Company shall pay transfer station
maintenance employees a minimum prevailing wage of $41.09 per hour ("General Laborer") as
published by the Washington State Department of Labor and Industries. The Company shall be
responsible for any landfill tipping fees including applicable taxes and host fees associated with
the disposal of Municipal Solid Waste pursuant to this Agreement, except for fees incurred as a
result of an unforeseen event, as defined in Section 16.8.
b) Administration. The State of Washington has delegated the management of Municipal
Solid Waste (MSW) to local government. The incorporated cities in Kittitas County have by
agreement combined those responsibilities, and Kittitas County is the lead agency. The
County's most recent Solid Waste Management Plan was adopted in 2010, and a new update
is scheduled to be complete in2020. The County has the responsibility and authority to
administer the provisions of this Agreement. During the initial term of this Agreement, or
any extended term approved by the County, the County will to the extent permitted by law
maintain the requirement in its Solid Waste Management Plan that all MSW generated within
the County or within the cities and towns in the County be delivered to one of the County
Transfer Stations for handling and disposal in accordance with the terms of this Agreement.
c) Transfer Station Operation. The Company agrees to operate the Upper County and
Ellensburg Transfer Stations in compliance with local, state and federal regulations including
compliance with permitting requirements, and according to the following:
Direct Customers. The Company shall direct customers to the proper locations once
they are past the scale house. The County will only offer directions from the scale
house.
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Assist Customers. As may be dictated by circumstances, such as unsafe conditions,
risk to customers, or other reasons, the Company shall assist customers.
Waste Acceptance. The County shall ask questions from the scale house about
material to be left at the transfer stations and shall reject materials not acceptable if
disclosed by the customer. The Company shall be responsible for waste acceptance
through inquiry or observation. If unacceptable waste is discovered, the Company
shall make every effort to determine the customer responsible for delivery and require
that customer to remove said unacceptable waste.
The following waste shall be prohibited at the transfer stations
Unacceptable Waste
Asbestos Wastes
Liquid Waste (Acceptable Materials must pass paint filter test)
Sewage Sludge
Medical Wastes
Radioactive Wastes
Smoldering or burning waste
Any waste that poses a reasonable likelihood of damaging the facilities,
equipment or endangering the health of staff.
Materials for Diversion. The County's goal is to increase recycling and
minimize what must go to landfill. The County will, from the scale house, direct
customers to recycle what they can. The Company shall divert Recyclable Waste
materials from the waste stream as practically and reasonably as possible. The
County currently has drop boxes for residents at each of its transfer stations for
the collection of aluminum cans, tin cans, newspapers,magazines, comrgated
cardboard, HDPE plastic milk jugs, and PETE soda bottles. These boxes shall be
monitored and serviced by the Company. Additionally, ferrous and nonferrous
metals, tires, and appliances are accepted for a fee. This list is subject to change in
accordance with the Solid Waste Management Plan and consultation with the
Company.
Yard Waste. The Company shall direct contaminant-free loads of yard waste to the
compost facility at the Ellensburg transfer station. The Company shall receive and
separately handle oopure" loads of Yard Waste received from customers at the Upper
County Transfer Station. The Company shall also segregate as much Yard Waste as
is practical from other wastes found in mixed loads to increase the amount of yard
waste diverted from disposal in the MSW Landfill. The Company shall not be
responsible for any leaching from the Yard waste storage area as long as the
Company is operating within the approved Operations Plan.
fnert, Demolitiono Debris Waste (IDDW) The Company shall receive and
separately handle "pure" loads of IDDW received from customers. The Company
shall also segregate as much IDDW as is practical from other wastes found in
"mixedl'loads to increase the amount of IDDW diverted from disposal in the MSW
landfill.
IDDW materials received at the Transfer Stations shall be removed daily for
transportation and disposal to the County's landfill.
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responsible for maintaining tires in a neat and orderly fashion. The Company shall
accept tires, as defined herein, at transfer station from the public commercial and
agricultural sources and shall segregate tires from MSW and other wastes. The
Company shall load tires into top load containers provided by the County. The
County may arrange tires in containers to maximize loading. The County will
alrange for supplying the removal of full containers of tires. The Company shall be
compensated for the transportation of tires from the UCTS to ETS at the same rate as
yard waste transportation between the two sites. All non-transportation related costs
incurred by the Company in regard to tires shall be considered incidental to the
operation of the transfer stations.
Appliances. The Company shall receive from and assist the public with unloading of
appliances/white goods as is necessary to provide the safe and efficient receipt thereof
at each transfer station. The Company shall place all appliances/white goods in one
pre-determined location at each transfer station. The County will arrange for removal
of CFCs and other contaminants. The County will arrange for removal of stored
appliances/white goods from the transfer stations. All cost incurred by the Company
in regard to appliances/white goods shall be considered incidental to the operation of
the transfer stations. Accepted appliances include clothes washers and dryers,
dishwashers, ranges, refrigerators, freezers, and other similar large household
appliances.
Currently, the County processes refrigerators, freezers, and air conditioners.
Refrigerant is recovered for recycling and compressor oil is recovered for secure
disposal and/or treatment. The appliances are then processed with other non-
refrigerant containing white goods into bales and sold as scrap. As noted in the Cost
Proposal Form, the County may wish to have the Company anange for removal of
CFCs and other contaminants. The County will provide no less than six months'
notice of a change in how appliances are managed and will negotiate payment for that
service with the Company.
Recyclable Materials. The County will advise private and commercial customers at
the scale house as to the location of the Recyclable Material containers and encourage
recycling. The Company shall also advise and encourage customers in this regard.
The Company shall segregate, and place Recyclable Material in pre-determined
locations specified by the County. All cost incurred by the Company with regard to
advising customers and segregating Recyclable Materials shall be considered
incidental to the operation of the transfer stations.
The Company shall monitor containers and transport them for recycling before they
filIto the point that it is difficult for customers to place materials into the containers.
Under no circumstances shall containers be full to the extent that material spills out of
the container onto the ground, or to the extent that customers cannot readily place
materials into the containers.
Dead Animals. Dead stock animals shall not be received at the transfer stations. The
County will advise those customers disclosing dead stock in their loads that they are
not acceptable at the transfer stations. The Company shall monitor loads and advise
customers that stock animals are not accepted at the transfer stations. Small animals
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(household pets, pets from veterinary clinics and sheep and or similarly sized
animals) shall be accepted if not infectious and securely double bagged. The
Company shall place double bagged carcasses in with the MSW. All costs incurred
by the Company with regard to dead animals shall be considered incidental to the cost
of operating the transfer stations.
Household Hazardous Waste. The Company shall continuously monitor each load
for Unacceptable Wastes. The Company shall exercise caution to see that customers
are not unloading hazardous wastes at the transfer stations. If customers are found to
be unloading such wastes, the Company shall stop the customer and explain they
must take back the wastes and schedule an appointment with the County to dispose of
their Household Hazardous Waste. The Company shall distribute County provided
flyers describing the appropriate disposal of Household hazardous wastes to
customers attempting to deliver household hazardous wastes and PCB wastes.
Should Unacceptable Waste or suspected Unacceptable Wastes be left by a customer,
the Company shall remove the waste and place it in containers provided by the
County. The following information regarding such wastes shall be recorded by the
Company's employee on forms provided by the County:
Date and time
Description of waste and approximate amount of waste
The name of the generator or transporter (including vehicle license number) if
possible.
Employee's initials
The above paper work shall be turned into the County monthly
Business Hazardous Waste. The Company shall exercise caution to see that
businesses are not unloading Unacceptable Waste at the transfer stations. Should a
business attempt to unload such wastes, the Company shall return the waste to the
business prior to the business leaving the transfer station. If not successful, the
Company shall set the waste aside in containers provided by the County for County
follow up, and the following information shall be noted:
Date and time
Description of waste and approximate amount of waste
The name of the generator or transporter (business name) if possible.
Employee's initials
Upon completion of the above paperwork by the Company, the Company shall
contact the County Hazardous Waste Specialist for follow up.
Hazardous Waste Containers. The Company shall refuse to accept from businesses
containers that once contained hazardous wastes unless the container has been triple-
rinsed (at a minimum). If businesses attempt to unload such containers, the Company
shall have the depositor of the container(s) sign a Certification Form, furnished by the
County, which certifies the container is "clean" in accordance with federal and state
regulations.
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Waste Loadout. The Company shall be responsible for the loadout of waste material
from the tipping floor daily. All waste material received shall be loaded and removed
from the tipping floor by the end of the working day. The tipping floor shall be
cleaned daily.
Oil, Antifreeze and Automotive-Type Batteries. The Company shall segregate and
place in containers or at such locations as provided by the County all oil, antifreeze
and automotive-type batteries received at the transfer stations. The County shall be
responsible for the removal and final disposition of such items.
Litter and Weed Control. The Company shall be responsible for litter and weed
control at the transfer stations, including the recycle containers and other units. The
sites shall be maintained in a generally neat condition. The Company will be
responsible for all litter control, including areas adjacent to the scale houses, weigh
scale pits, the transfer station sites, within the transfer station site perimeter fences,
outside the transfer station site perimeter fences, and along approach roads. The
Company shall operate in such a manner as to control windblown litter to the best of
its ability and have a litter control plan included in the operations plan approved by
the County.
Vector Control. Vector control is the sole responsibility of the Company. The entire
grounds shall be maintained in such a manner to reduce the attraction of vectors, and
to keep vectors out. If vectors do appear, the Company shall be responsible for their
removal, clean-up, and the repairs occasioned thereby.
Landscaping. The Company shall be responsible for maintaining the landscaping,
including watering of lawns, trees, shrubs, and mowing of grass. Loss of landscaping
shall be replaced by the Company, at Company expense.
Damage to County Property. The Company shall perform all work so that no
damage to the building, grounds, or other County property results. The Company
shall repair damage to the satisfaction of the County at no cost to the County. If
finished materials are damaged, the Company shall repair and finish to match existing
material as approved by the County at the expense of the Company.
Other Maintenance and Operation Functions. The following operations and
maintenance functions shall be performed by the Company according to the indicated
frequency:
a) Daily
and scales (Snow removal on scales cannot be done with a snow plow or
backhoe)
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b) Weekly:
c) Monthly
d) Annually
F Verifu proper operation of all heat trace systems
boxes per year of the County's choice. Refurbishing shall include painting,
repairs and maintenance.
e) Other
>
on buildings on an as needed basis
13
The Company's obligation to perform maintenance does not extend to an obligation to replace
County equipment or structures that have reached the end of their designed lives. Further, the
Company shall not be liable for losses, expenses or environmental damages relating to poor design of
scales or poor design of the New Ellensburg Transfer Station.
Repair any surfaces, equipment or site features damaged due to Company's
negligence during operations within 60 days. Neither the Company nor the County
shall allow the deposit or storage of street sweepings, catch basin liquids, or any other
storm drainage liquids at the transfer stations. This provision shall not apply to the
County's use of the scale houses to weigh such material so long as they are not
deposited or stored at the transfer stations.
a
a) Haul. The Company shall be responsible for the loading and hauling of
MSW, IDDW and recyclable drop boxes. The Company shall own or lease all
equipment necessary for the loading and hauling of MSW, IDDW and
recyclables from the transfer stations, with the exception of the drop boxes
themselves, which are owned by the County. All equipment shall be
maintained by the Company in a safe condition and an aesthetically pleasing
appearance.
b) Disposal. The Company shall be responsible for the disposal of MSW in
compliance with local, state, and federal regulations. The Company shall pay
all costs, and charges for disposal of MSW. The disposal site shall be in
compliance with local, state, and federal regulations, including any practices
needed to comply with Apple Maggot Quarantine restrictions. Use of the
Greater Wenatchee Regional Landfill located at Douglas County is approved
by the County. The Company shall use the Columbia Ridge Landfill in the
event the Greater Wenatchee Regional Landfill is unavailable for any reason.
There shall be no additional cost to the County of any kind for the use of this
alternate facility. No change in these destinations shall be allowed without
prior written approval of the County.
c) Record Keeping and Reporting. The Company shall be responsible for
keeping records that verifu compliance with this Agreement and all local,
state, federal regulations. This contract is subject to public disclosure laws
and 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 Company 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. The Company shall provide the
County with the following reports:
t4
Operations Plan
the Operations Plan
Station
d) Independent Contractor. The Company shall perform all work under this
Agreement as an Independent Contractor. The Company is not and shall not
be considered an employee, agent or servant of the County.
8. HOURS AND DAYS OF OPERATIONS. The Ellensburg Transfer Station tipping area shall be
open to the general public to receive waste from 8:00 a.m. to 4:00 p.m., Monday through Saturday. In
addition, the Company shall be entitled to receive wastes from the waste hauling companies before or
after hours, provided that the card lock and video camera systems are in place and operational. The
Company shall be responsible, at its sole expense, for installing and maintaining additional cameras to
be hooked to the County's system to insure all traffic before or after hours is recorded. Additional hours
of operation may be approved by the County as long as the Company provides at least one transfer
station employee on-site.
The Upper County Transfer Station tipping area shall be open to receive waste from 8:00 a.m. to
1:00 p.m. and from 1:30 p.m. to 4:00 p.m., Tuesday through Saturday. In addition, the Company shall
be entitled to receive wastes from the waste hauling companies before or after hours, provided that the
card lock and video camera systems are in place and operational. The Company shall be responsible, at
its sole expense, for installing and maintaining additional cameras to be hooked to the County's system
to insure all traffic before or after'hours is recorded. Additional hours of operation may be approved by
the County as long as the Company provides at least one transfer station employee on-site.
The transfer stations shall be closed to the general public on the following legal holidays: New
Year's Day, Martin Luther King Day, Presidents Day, Memorial Day, Independence Day, Labor Day,
Veterans Day, Thanksgiving Day and the day after, and one-half day (closing time is noon) before
Christmas and all day Christmas Day.
The transfer stations shall be closed to waste hauling companies on the following legal holidays:
New Year's Day, Thanksgiving Day, and Christmas Day. If the County card lock system is inoperable
for any reason, the hauling company will not be allowed access to the transfer stations.
15
At all times the site is closed and unattended, the Company shall be responsible for assuring that
the gates and building facilities are closed and locked.
For any closure to the general public or to waste hauling companies, the Company shall post a
Notice of Closure at the entrance to each transfer station 14 calendar days prior to the closure. The
Company shall also cause a notice of closure to be published a minimum of two times each in the
Northern Kittitas County Tribune and the Daily Record during the same l4-day period.
9 _UPS AND CHRI Permits issued by the cities
of Ellensburg and Cle Elum for the collection of waste include the requirement for the collection
company to provide free collection times. Collections are required at given intervals stated in the Cities
collection contracts. The County also allows waste from the "Yakima River Cleanup" event. The
Company is aware of these events and agrees to have staff available to handle increased waste deliveries
and traffic on these days.
The County accepts Christmas trees at the transfer station at no cost several weeks after
Christmas. The Company shall haul the trees from the Upper County transfer station as Yard Waste at
no added cost to the County (the Christmas trees are not counted as yard waste or any other type of
waste when computing compensation. All costs incurred by the Company in regard to Christmas Trees
shall be considered incidental to the operations of the transfer station.
10. SAFETY AND TRAINING.
Health and Safety Program. The Company shall develop, implement and maintain a written
Injury and Illness Prevention Program (IIPP) plan for all of its operations under this Agreement, as
required by OSHA and other applicable laws. A written copy and an electronic copy of the IIPP plan
shall be provided to the County. The Company shall comply with its IIPP plan at all times.Any
changes to the IIPP plan must be provided to the County.
The Company shall be responsible for providing workers and the public protection from safety
hazards arising from Company's operations through its health and safety programs. The Company
shall conduct regular safety inspections of the workplace, maintain a well-trained staff, and enforce
safety programs and policies.
The Company shall ensure that it has the proper written workplace safety compliance program in
place for all of its operations; such programs shall also be applicable to all of its subcontractors and
contracted employees.
The Company shall be responsible for abiding by applicable laws regarding workplace health and
safety. Any incident involving the Company thatresults in a fatality, major injury, or collision
involving a private citizen's vehicle, major property damage, or major spill must be immediately
reported to the appropriate authorities and the County's Solid Waste Director.
Within 30 days of award of contract, the Company shall provide the County printed and electronic
records of such health and safety programs and records, including but not limited to the following:
t6
. General Safety
o Alcohol and Drug Free Workplace
o Confined Space Program
o Contingency Plan
o Controlled Substance Use
o Emergency Action
. Fall Protection
o Fire Safety and Prevention
. Hazard Communication
o Hazardous Energy Control (Lock Out Tag Out)
c Hazardous Material Handling
o Heat Illness and Prevention
o IIPP
o Material Safety Data Sheets (MSDS) / Product Safety Data Sheets (PSDS)
o Protection from Blood-bome Pathogens
o Personal Protection Equipment (PPE)
o Eye and Face Protection
o Footwear Protection
o Head Protection
o Hearing Conservation
o RespiratoryProtection
o Seatbelt Policy
o Driver Training
. Transfer Station Equipment Operator Training
. Vehicle Pre and Post Inspections
t7
o Driver Safety, Vehicle Operations, and Accident Prevention
o Post Collection and Facility Training
o Reporting and Record Keeping Policy
o Unsafe Condition Reporting
o Work Area and Traffic Control Safety
o Workplace Sexual Harassment
. Workplace Violence
Training Program. The Company shall provide safety training to its employees specific to their
roles in compliance with OSHA and all applicable laws. The Company shall provide refresher
courses and supplemental trainings as needed. New staff shall attend multi-week training programs
specific to their roles with a focus on customer service; Company systems, policies, and procedures.
Documentation of the Company's training programs, training schedules and successful training of
each employee shall be maintained on file and shall be provided to the County upon request.
The Company shall develop and submit a written annual Safety and Training Plan to the County.
The County maintains the right to audit training programs, training materials, training records, and to
make recommendations to the training programs for all staff. This plan shall include standard
operating procedures (SOP's) for transfer station operations, the safety of truck driver staff, including
a driver training program, and for those working at the Company's facilities utilized for activities
pertaining to this Agreement.
The Company shall demonstrate that its Safety and Training Plan, and the plans of its subcontractors
are in full compliance with local, State, and Federal laws. The Company's Safety and Training Plan
shall also include training for transfer station operating personnel, drivers, field response staff, and
subcontracted employees.
The Company shall hold monthly "Tool Box" safety meetings in accordance with WAC 296-62for
all employees.
I1. PUBLIC RELATIONS.
a) Image. The Company and its personnel shall conduct themselves in a manner to create a
positive image on the Company and the County in the eyes of the public. The Company shall
perform its responsibilities hereunder in a neat and orderly manner at all times. The employees
of the Company shall present aneat and clean appearance. In case of dispute, courtesy must be
maintained. Final determination of conflict between a customer and a Company employee rests
with the County. The Company shall not refuse access or service to anyone other than on the
18
basis of depositing prohibited materials, or when that person is violation the rules, hours, and
other regulations prescribed by law.
b) Safety. The Company shall give safety and convenience to the public high priority. The
Company is responsible for the safety of its operations. If the Company feels that operations are
unsafe for the customers, the Company shall notiff the County in writing. Such responsibility
includes but is not limited to effective measures to reduce the hazards of snow and ice on transfer
station facilities, such as shoveling, chipping and or sanding during the entire year. To the best
of the Company's ability, the Company will notifu the County of excessive accumulations of
snow. The Company will be responsible for removal of excessive snow from the roofs. The
Company is responsible for keeping safety barriers and other installed safety devices (i.e.
halogen lights, fire suppression equipment, back up alarms) operational and tested regularly.
Proof of such testing shall be forwarded to the County monthly. The Company shall maintain
the transfer stations and operate the facilities to provide a safe work area for employees,
customers, and the County.
c) Equipment and Grounds. The Company shall maintain the equipment and grounds in a neat
and orderly manner at all times. The Company shall not allow nuisances to exist. The Company
shall also maintain the recyclin g area, and other facilities at the transfer stations.
12. USE OF PREMISES. The Company shall use the County's equipment and facilities only for the
purpose of solid waste disposal, recycling activities, andhazardous waste segregation, and for no other
pu{poses, unless specifically authorized in writing by the County. The Company specifically
understands that it shall not stockpile or store equipment or other items not essential to its perfofinance
of this Agreement, including by way of example curbside collection trucks, drop boxes or port a lbts.
13. NEW ELLENSBURG TRANSFER STATION. The County is developing aNew Ellensburg
Transfer Station (NETS) that is intended to replace the existing Ellensburg Transfer Station. The
Company shall plan for and execute the transition of its operations to the new transfer station: The
County will provide engineering drawings of the new transfer station to the Company and shall
accommodate up to three guided Company visits to the station during construction. The County and
Company shall consult and cooperate to the greatest extent possible in the design and specifications of
this new transfer station.
The County shall provide 120 days of notice to the Company of the Transition Date.
In determining the amounts charged pursuant to this Agreement, the Coinpany has assumed that
the New Ellensburg Transfer Station shall require the staff and equipment as set forth in the attached
Appendix A. Ninety (90) days prior to the Transition Date, the Company shall provide any proposed
change in its Comprehensive Operations Fee that is related directly to an increase or decrease in its
operating costs at the new transfer station resulting from a deviation in the assumptions set forth in
Appendix A. Any proposed change shall be accompanied by detailed documentation of the basis for any
operating cost change. The County shall review the proposed changes and adjust the Comprehensive
Operations Fee for any reasonable and documented changes in Company operating costs. Any change
to the Comprehensive Operations Fee granted by the County shall go into effect on the Transition Date.
t9
t4 The County may elect to make
other arrangements for the processing and sale of recyclable materials. The Company will be provided
no less than 90 days' notice ofany such change.
No later than 30 days after notice of such change, the Company shall provide a proposed reload
andlor hauling fee to transport materials to the County's selected recyclables processor. Alternatively,
the County may elect to handle the transportation of recyclables. If the County makes other
arrangements for the processing and sale of recyclable materials, the Recyclable Material Credit will no
longer be in effect.
15. WARRANTIES. The Company represents and warrants to the County as follows:
a) the Company 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.
b) The Company has the authority to execute this Agreement, to make the representations and
warranties set forth in it and to perform the obligations of the Company under this Agreement
in accordance with its terms.
c) This Agreement has been validly executed by an authorized representative of the Company
and constitutes a valid and legally binding and enforceable obligation of Company.
d) The Company has or will obtain prior to the commencement date such licenses, permits and
other authorizations from federal, state and other govemmental authorities, as are necessary
for the performance of its obligations under this Agreement.
e) The Company is not in violation of any applicable law, ordinance or regulation the
consequence of which will or may materially affect Company's ability to perform its
obligations under this Agreement. The Company is not subject to any order or judgment of
any court, tribunal or govemmental 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.
f) To the best of Company's knowledge, none of the representations or warranties in this
Agreement, and none of the documents, statements, certificates or schedules furnished or to
be furnished by Company 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.
16. REPAIRS AND MAINTENANCE. Except for losses insured against by the County, the Company
shall be responsible for making routine repairs to the equipment, machinery, buildings, facilities, and sites
as is necessary to maintain the same in the condition they were at the beginning of the term of this
Agreement, reasonable wear and tear excepted, this does not however include County equipment that has
reached the end of its designed life It shall be the Company's responsibilrty to ensure the continued
20
operation of the transfer stations, hauling operations, and MSW landfill in an environmentally sound
manner
The Company shall provide all maintenance for the scales at the transfer station, in order to
maintain all certifications required by law.
Maintenance shall be scheduled and performed as directed by the equipment manufacturers and
the County. The Company shall also provide documentation on the kind of maintenance performed, the
part or parts repaired, duration or maintenance, and date and name of the person performing thb
maintenance. This information shall be submitted to the County on a monthly basis.
All repairs shall be completed within 60 days of documented occurrence or written
documentation must be submitted to the County with a schedule showing when the repairs are to be
completed and by whom, or payment will be withheld as per Section 28 until repairs are made or proper
documentation is provided.
17. ALTERATIONS. Subject to prior written consents of the County, the Company may have the
right to make alterations, changes and improvements to the facilities or buildings; provided the same is
done at no expense to the County and further that the work shall be accomplished in a professional
manner, aesthetically compatible with existing facilities, and in conformity to all applicable building
codes and regulations of the State and County, including but not limited to, bidding laws and prevailing
wage; and further provided, that any such alterations approved by the County shall be, if so directed by
the County, removed or restored to the facility's original condition at the Company's expense.
18. INSURANCE AND WORKER'S COMPENSATION. The Company shall secure and maintain,
throughout the duration of the Agreement insurance of such type and not less than amounts hereinafter
listed. 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 and284-15 WAC.
The Company shall not cofllmence work under the Agreement until it has obtained all insurance
required and until such insurance has been approved by the County. Nor shall the Company allow any
subcontractor to commence work on this subcontract until similar insurance required of the Company
has been obtained and approved. Said insurance shall provide coverage to the Company, any
subcontractor performing work provided by this Agreement, and the County. The County of Kittitas
shall be named as an additional insured on said policy insofar as the work and obligations performed
under the Agreement are concerned. A Certificate of Insurance naming the County as additional insured
shall be furnished, for approval by the County on each policy.
a) Workman's Compensation. The Company shall carry Workman's Compensation Insurance
authorized under the laws of the State of Washington and in the amounts as required in the
Washington Workman's Compensation Act and Washington Occupational Disease Disability
Law.
b) Vehicle Liability Insurance. The Company shall carry, in its own name, a policy under a
comprehensive form to insure the entire vehicle liability for its operation. The policy shall
name Kittitas County as an additional insured with respect to the operation of vehicles owned
21
or operated by the Company while performing work under the terms of this Agreement. All
policies or certificates shall contain a provision that written notice of cancellation be delivered
to the County thirty days in advance of the effective date thereof.
c) General Liability. The Company shall file with the County and maintain on file through the
term of this Agreement a comprehensive liability insurance policy issued by a Company duly
authorized to do business in the State of Washington, insuring the Company with respect to
the work performed by the Company under the terms of this Agreement. The Policies shall
name Kittitas County as additional insured. All policies or certificates shall contain a
provision that written notice of cancellation or of any material change in said policy by the
insurer shall be delivered to County thirty days in advance of the effective date thereof.
For the purpose of this Agreement, the Company shall carry the following types of insurance in at
least the limits specified below:
Coverage Limits of Liability
Workers Compensation
Bodily Injury
Except Automobile
Property Damage
Except Automobile
Required State of Washington Statutory Limits
$5,000,000 Each Occurrence
$10,000,000 Aggregate
$5,000,000 Each Occurence
$10,000,000 Aggregate
Automobile Bodily Injury
Liability
Automobile Property Damage
Liability
$5,000,000 Each Occurrence
$5,000,000 Each Occurrence
Liability insurance limits scheduled above can be accomplished with one insurance policy or a
primary insurance program of lower limits and an excess liability or umbrella liability program
increasing the total limits available to the limits scheduled above.
The certificate shall show that the automobile and general liability insurance programs are
endorsed to cover:
Kittitas County, its elected officials, appointed officials, employees and volunteers while acting
within their official capacity on this project.
The County shall maintain adequate insurance to cover any damage to County facility for fire,
theft, earthquake, flood, vandalism, etc.
The certificate shall show that the policy does extend to cover the Indemnity Agreement, which
is scheduled in this Agreement in Section 19.
22
Regardless of such approval by the County, it shall be the responsibility of the Company to
maintain adequate insurance coverage at all times, and its failure to do so shall not relieve it of any
contractual obligations or responsibility. Failure on the part of the Company to maintain this
insurance in full effect will be considered as failure in agreed upon perfonnance and will be treated
as such by the County. When the County deems it necessary, other means to assure financial
liability will be considered if coverage is not reasonably available.
19. COMPANY TO INDEMNIFY COUNTY. The Company shall indemnify, defend and save
harmless the County, its elected officials, officers, employees and agents from all claims, suits, or
actions of every kind and character made upon or brought against the County, its elected officials,
offrcers, employees and agents for, and on account of, any injuries or damage received or sustained by
any party or parties by or from the acts of said Company or its employees, officials, agents and
subcontractors in doing the work and rendering the service herein contracted for, andlor by or in
consequence of any negligence in operation of services under this Agreement, and/or from all claims of
damage for infringement on any patent in fulfilling this Agreement. The Company also agrees to hold
the County, its officers, employees and agents, harmless from any and all claims of pollution or other
environmental liabilities arising out of the disposal of MSW under. this Agreement at landfill facilities
owned or operated by the Company or its affiliates, or other claims related to the operation of said
landfill facilities. The indemnity shall include attorney's fees and all other expenses incurred by the
County in the defense of any suit or the investigation thereof. It is further provided that no liability shall
attach to the County by reason of entering into this contract, except as expressly provided herein.
20. COLINTY TO INDEMNIFY COMPANY.
The County agrees as additional consideration of this Agreement, to indemnifu and hold
harmless the Company from any and all claims of pollution arising in any way out of the operation of
the Ryegrass Limited Purpose Landfill or any other County-operated facilities; provided however, that
the County's obligation to indemniff the Company applies only to acceptable IDDW, whether hauled
from the Transfer Station or hauled directly, and to leachate hauled from the transfer stations.
2l BY COTINTY
The Company agrees to allow and provide access by the County to all of the premises covered
by this Agreement, including but not limited to the physical properties and records, subject to the
County honoring any contractual confidentiality obligations of the Company.
22. ROAD MAINTENANCE.
Roads and other traveled areas inside the transfe? station sites shall be reasonably maintained by
the Company, except in instances of damages relating to poor design.
23. ASSIGNMENTAND SUBCONTRACTING.
Neither this Agreement, nor any of the payments to become due hereunder, shall be assigned in
whole or in part by the Company, nor shall any part of the performance called for herein on the part of
the Company be subcontracted by the Company, without the prior written consent of the County, and
such consent shall not relieve the Company from full responsibility and liability for the performance
23
agreed hereunder, and due performance of all the terms and conditions stated herein. The County's
consent to any subcontracting of work shall not be granted in any event until the Company has furnished
the County with satisfactory evidence that the proposed subcontractor is licensed and bonded as required
by law, and is carrying ample insurance to the same extent and in the same manner as is provided in this
Agreement to be fumished by the Company. The County's consent shall not be unreasonably withheld.
It this Agreement is assigned or any part of the Agreement is sublet, the Company shall indemni$ the
County against any and all loss or expense caused thereby.
24. PERFORMANCE GUARANTEE.
Before this Agreement shall be binding or enforceable, the Company shall furnish the County a
surety bond approved by the County, conditioned on the Company's faithful performance of all terms,
covenants and conditions of this Agreement, and the Company's payment of all laborers, mechanics,
subcontractors, material suppliers, and all persons who supply the Company with provisions and
supplies for the carrying on of the work under this Agreement and upon the return to the County of all
County property in good condition, not including County equipment that has reached its designed life,
reasonable wear and tear excepted. The surety.bond shall be in the amount of $100,000. The surety
bond shall remain in full force and effect during the term of this Agreement and shall be released until
all conditions of this Agreement have been satisfied.
25. DEFAULTS AND REMEDIES.
The Parties agree that the operations hereunder are of prime concern to the public health and that
the full and prompt performance of all of the terms and conditions of this Agreement and time are of the
essence of this Agreement.
FORCE MAJEURE. A Force Majeure Event is an external event that is beyond the control of
the party or its agents and that renders the party severely compromised in its ability to perform all its
obligations under the Agreement. Such events may include a natural or man-made disaster or an action
or decree of a superior governmental body, which completely prevents the party from performing all its
obligations under the Agreement. Should either party suffer from a Force Majeure Event, such party
shall provide the other party with notice as soon as practical and shall act with speed and diligence to
mitigate any potential damage that may result from the event and resume performance of all its
obligations under the Agreement as soon as possible. When notice has been properly provided, the
obligations of both parties shall be suspended for the period of time the Force Majeure Event prevents
the party from resuming performance of all its obligations under the Agreement
The Company shall be excused from perfonnance herein only if the facilities or other Company
operations be rendered unusable by Force Majeure or other cause which the Company could not
reasonable foresee, and upon occurrence of such event the Company and the County, having in mind the
public health, shall.cooperate to restore services as soon as practical. Payment to be made by the County
to the Company may be suspended upon occurrence of such an event during such time that performance
hereunder is impossible or, by the written agreement of the parties here to, impracticable.
24
However, when not so excused, in the event the Company shall fail to operate the system for
more than three consecutive days (Sundays and holidays excluded), or shall abandon the site or if the
Company or any of its creditors shall petition a court for Bankruptcy, the County may declare the
Company to be in default of this Agreement and, in the event of an alleged default other than
abandonment or a petition for bankruptcy, give ten days written notice to the Company to cure or take
reasonable steps to commence cure of the alleged defaults. If the Company shall fail to undertake such
cure, the County may notifr the Company to discontinue any service pursuant to the Agreement. A
copy of the "Notice of Termination" shall be sent to the Company. Upon receipt of any "Notice of
Termination," the Company shall immediately discontinue work under this Agreement. The County
shall be entitled to recover from the Company damages and all expenses incurred, including reasonable
attorneys' fees, together with such additional sum as may be necessary to complete the work and any
other further damage sustained or incurred by the County.
a) Effect of Waiver on Subsequent Breach. A waiver of a breach of any of the terms or
conditions of this Agreement shall not be construed as a waiver of any subsequent breach.
Any consent to delay in the performance of the Company of any obligation hereunder shall
be applicable only to the particular transaction to which it relates, and it shall not be
applicable to any other obligation or transaction. Delay in the enforcement of any remedy in
.the event of a breach of any term or condition of this agreement, or in the exercise by either
party of any right under or pursuant to this Agreement, shall not be constructed as a waiver.
b) Termination by Damage or Destruction of Premises. In the event any of the premises in
or on which the perfofinance hereunder is to be pursued is or are totally or partially
destroyed, by any cause, and operation ofthe facility is prevented thereby for a period of
more than 60 days, then, at the option of the County, this Agreement may be terminated by
written notice. The County and Company agree to use their best efforts to promptly restore
operations of any facilities destroyed in whole or in part, provided that Company shall not
have any duty to re-build or replace the Transfer Stations. Upon such notice of termination
. to the Company, the County shall be obligated only to pay the Company for the proportionate
amount of work that may have been properly performed to the date of such damage or
destruction. If the Agreement is terminated under this section, the Country agrees to make
good faith efforts to include the Company in alternate emergency operations.
In the event that the performance of any of the responsibilities set forth herein shall be in any
manner prevented by any responsible govemmental agency, by either:
Order or resolution
regulation,
law, or
act of the State or Federal Legislature.
This Agreement may be terminated on notice of such termination to the Company, in which
event the County shall be obligated only to pay the Company for the proportionate amount of work
that may have been properly performed up to the date of the governmental action.
25
a
a
a
a
The Company shall be compensated for all work performed until terminated in the event of
insufficient fund appropriation. No penalty or expense shall accrue to the County in the event this
provision applies.
26. REJECTION AND STOPPAGE OF WORK. The County shall have the authority to reject work
performed hereunder by the Company, if in its reasonable opinion that performance does not
conform to obligations contained herein, or contained in any Operations Plan(s), or any applicable
statute, regulation, ordinance or other legal authority, and in this connection to stop the Company's
performance and suspend payment for said performance during work stoppage, when necessary, except
where such nonconformance is due in whole or in part of conditions beyond the control of the Company.
27. CORRECTING WORK. When it appears to either the Company or the County, during the
Company's performance of this Agreement, that any work performed does not conform to the provisions
of this Agreement, or any applicable statute, regulation, ordinance or other legal authority, the Company
shall make the necessary corrections so that such performance will so conform, and in addition will
correct any defects caused by faulty materials, equipment, or quality of labor performed, at the
Company's expense.
28. WORK CHANGES. The County reserves the right to order performance modifications in the
nature of additions, deletions, or adjustments, without invalidating this Agreement, and agrees to make
corresponding adjustments in the contract price and time for performance, as justified.
a) All changes will be authorized by a written modification signed by the County. The written
modification will include conforming changes in the Agreement.
b) Any adjustment or modification in the Agreement price resulting in a credit or a charge to the
County shall be determined by mutual agreement of the parties, or by arbitration, before starting
the work involved in modification.
c) Any modification of this Agreement or additional obligation assumed by either party in
connection with this Agreement shall be binding only if evidenced in writing signed by each
party or an authorized representative ofeach party.
29. FACILITIES CONDITION UPON TERMINATION. Upon termination of this Agreement, it
shall be the responsibility of the Company to have all waste that they are responsible for removed from
the transfer station sites. All equipment and machinery owned by the County shall be left in good repair,
subject to reasonable wear and tear. All litter, weeds, debris, etc., shall be removed. The Company shall
not transfer liabilities to the County. The Company's responsibilities shall not cease until the County
accepts the conditions of the transfer stations.
30. WITHHOLDING PAYMENT. In the event the Company has failed to perform any obligation to
be performed by the Company 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 Company, without penalty, until
such failure to perform is cured or otherwise adjudicated.
31. DISPUTES.
26
a) General - Differences between the Company and the County, arising under and by virtue of the
Agreement shall be brought to the attention of the other partyat the barliest 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
stated, the records, orders, instructions, and decisions of the Kittitas County Commissioners shall be
final and conclusive, provided that nothing herein shall preclude either party from seeking judicial
review of any dispute under this Contract.
b) Notice of Potential Claims - The Company 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 occrurence, unless the Company 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 wrifien Notice of Potential
Claim shall set forth the reasons for which the Company believes additional compensation or
extension of time is due, the nature of the cost involved, and insofar as possible, the amorurt of the
potential claim. The Company shall keep full and complete daily records ofthe work performed,
labor and material used, and all costs and additional time claimed to be additional.
c) Detailed Claim - The Company 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 Company 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.
32. COSTS AND ATTORNEYS FEES. All costs incurred in the resolution of any dispute in
connection with this Agreement shall be paid to the prevailing party in that dispute. The prevailing
party shall also be entitled to reimbursement of reasonable attorney's fees incurred, as part of those
costs.
33. ruRISDICTION AND VENUE. The parties agree that this Agreement is governed by the laws
of the State of Washington. Venue for any action related to this Agreement shall be as provided in RCW
36.01.050.
34. SEVERABILITY. If any provision of this Agreement is declared void, invalid or unenforceable
under any applicable law, the remaining provisions of the Agreement shall remain in effect and bind the
parties; provided, however, that the parties shall negotiate in good faith to amend the Agreement to
effectuate the intent of any void, invalid or unenforceable provisions.
35. HEADINGS. 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 ofthe provisions ofsuch sections or paragraphs.
36. NON-DISCRIMINATION. The County is an equal opportunity employer.
a) Nondiscrimination in Employment.
27
In the performance of this Agreement, the Company will not discriminate against any
employee or applicant for employment on the grounds of race, creed, color, national
origin, sex, 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 Company shall ensure that applicants are employed, and
that employees are treated duringemployment without discrimination because of their race,
creed, color, national origin, sex, 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 Company 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.
b) Nondiscrimination in Services
The Company 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, marital status,
age or the presence of any sensory, mental or physical handicap.
c) If any assignment andlor subcontracting has been authorizedby the County, said assignment
or subcontract shall include appropriate safeguards against discrimination. The Company
shall take such action as may be required to ensure full compliance with the provisions in the
immediately preceding paragraphs herein.
37. TAXES. The Company understands and acknowledges that the County will not withhold Federal
or State income taxes. Where required by State or Federal law, the Company authorizes the County to
make withholding for any taxes other than income taxes (i.e. Medicare). All compensation received by the
Company 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 Company to make the necessary
estimated tax payments throughout the year, if any, and the Company is solely liable for any tax obligation
arising from the Company's performance of this Agreement. The Company hereby agrees to indemni$ the
County against any demand to pay taxes arising from the Company'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 such as
Business and Occupation Tax and Refuse Tax as required by law. The Company must pay all other taxes
including, but not limited to: Business and Occupation Tax, taxes based on the Company's gross or net
income, or personal property to which the County does not hold title. The County is exempt from Federal
Excise Tax.
38. LIOUIDATED DAMAGES. As a breach of the services provided by the Company under this
Agreement would cause serious and substantial damage to the County and its residents, and the nature of
this Agreement would render it impracticable or extremely difficult to fix the actual damage sustained
28
by County by such breach, it is agreed that in case of breach of service, County may elect to assess
liquidated damages for each such breach and the Company shall pay County as liquidated damages and
not as penalty, the amount set forth below, such sums being the amount which County will be damaged
by the breach of such services. An election to seek such remedy shall not be construed as a waiver of
any remedies County may have as to any subsequent breach of services under this Agreement. This
Section is independent of Section VII, XIV, and XXV. The acts or omissions in the left-hand column
are a breach of this Contract; the amounts in the right-hand column are set as Liquidated Damages.
Violation of Sections XI or XIV $ 50.00
$200.00Subsequent misfeasance or malfeasance after resolution of initial incident
Landfilling or buming uncontaminated Recyclable Material or Yard Debris without the express
written consent of the County...... ..... $ 50.00
Liquidated Damages will be reasonably applied and may be levied only if documented in an
incident report presented by the County to the Company. The Company shall be notified and provided
a copy of an incident report and shall be given 24 hours to cure the problem (if applicable) before
Liquidated Damages are invoiced to the Company, except in the case of incidents for which, due to
the nature of the event, a "cvre" is not possible. Such liquidated damages as County shall elect to
collect shall be billed to Company and be paid within thirty (30) days. Application of these damages
may be appealed within ten (10) days by Company to the County, whose decision shall be final.
Liquidated damages will riot be assessed for any performance failures beyond Company's
reasonable control.
39.NOTICE. For all purposes under this Agreement, except service of process, all notices, reports,
and correspondence to the respective parties of this Agreement shall be sent to the following:
County:Kittitas County Board of County Commissioners
Kittitas County Courthouse
205 W 5th Ave, Ste. 108
Ellensburg,WA 98926
Kittitas County Solid Waste Department
Atten: Patti Johnson
ADDRESS: 925 Industrial Way
Ellensburg,WA 98926
Area Director of Public Sector Solutions
Waste Management of Washington, Inc.
720.4th Avenue, Suite 400
Kirkland, WA 98033
Company:
29
Public Sector I\,lanager
Waste Management
?39 A North Wenatchee Avenus
Wenatchee. lVA 98801
Notice may be given by delivery or by depositing in the U.S. Mail, first class. posrags prepaid.
DATED this
Board of Co ry
Commissioner
Waste Mnnegement Wnshington,Inc.
lq#"' a*,ufufllqpazo
-* Kitfitas Coun ty ilffi
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Date 4 {.r I b-D
30
APPENDIX A
Transfer Station Staffing and Equipment
Staffing
Ellensburg Transfer Station
Upper County
Transfer Station
Job Title
Hours & Days
Worked
Number of
Employees
Hours & Days
Worked
Number of
Emnlovees
Lead Operator 9 Hours/Day
5 Days/Week I 9 Hours/Day
5 Days/Week 1
Operators 8 Hours/Day
5 Days/Week 2
8 Hours/Day
5 Days/Week 2
31
Ellensburg Transfer Station Equipment
Wheel Loader 2016, Volvo, L70H Yes
Excavator 2005, Hitachi, ZXl20 Yes
Yard Goat Yes199 4, International, 9600
Sweeper Use of a third party when needed No
Yard Waste Grinder County owned (compost site)Yes
utility vehicle/Pickup Chevy,2500,2017 When needed
Utility Vehicle/Pick up Chevy, 2500 fuel truck, 2008 When needed
utility shop truck Chevy, I ton shop truck, 2015 When needed
When neededSnow Dog Snow Plow 20t5
Salt Dog Deicer / Sander 2015 When needed
50 Yd IDDW Roll off
container 50 yard roll off containers Yes
Skid steer Case skid steer / bucket Yes
Roll off Truck Peterbilt, Am-rep, 201 8 When needed
Roll off Trailer Lincoln, self-tarping, 1997 When needed
1Z
Upper County Transfer Station Equipment
Any changes in equipment or staffing at the New Ellensburg Transfer Station must provide the
same level of service as negotiated at the implementation of this Agreement.
Backhoe/Loader 2010, Cat,420E Yes
Excavator 2009,Hitachi, ZXI20 Yes
Yard Goat 1989, Sisu, tractor Yes
Sweeper Use of a third party when needed.No
utility vehicle/Pickup Chevy,2500,2017 When needed
Utility Vehicle/Pick up Chevy, 2500 fuel truck, 2008 When needed
Utility Shop truck Chevy, 1 ton shop truck, 2015 When needed
Snow Dog Snowplow 2015 When needed
Salt Dog Deicer / Sander 20ts When needed
50 Yd IDDW Roll off
containers 50 Yd IDDW roll off container's x three Yes
50 Yard Green waste Roll off container Yes
Roll off Truck Peterbilt truck, Am-rep, 2018 When needed
Roll off trailer Lincoln, self-tarping, 1997 When needed
aaJJ