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HomeMy WebLinkAboutSC JohnsonLohnson Qil A fanny company n r work for v honor world December 15, 2021 Jeff Niten, City Manager City of Shelton, WA 525 W Cota St. Shelton, WA 98584 1C Con*nUr ,W 22- OO\ Re: Letter Agreement relating to Plastic Film Recycling Pilot Program Dear Jeff: This letter agreement ("Agreement') sets out the principal terms of a curbside plastic film recycling program being considered by S. C. Johnson & Son, Inc. ("Johnson"),the City of Shelton, Washington ("Shelton") and Mason County, Washington ("Mason"). The curbside plastic film recycling program is referred to as the "Pilot Program" and Johnson, Shelton and Mason are referred to collectively as the "Parties" and each, individually, as a "Party". 1. Pilot Program: The Pilot Program will be initiated upon mutual agreement, in writing and signed by all Parties, to a statement of duties, deliverables, cost, and timing sufficient to dearly set forth the expectations of the Parties with respect to the Pilot Program ("Pilot Program Project Description") , The initial draft Pilot Program Project Description is set forth on Exhibit A attached hereto Should the Pilot Program Project Description and this Agreement conflict in any way or should the Pilot Program Project Description contain additional terms not explicitly referred to in this Agreement as terms that may be in a Pilot Program Project Description, this Agreement will govern and any such additional terms will have no effect, unless the Pilot Program Project Description includes an explicit statement that the parties intend it to supersede this Agreement, specifically identifying this Agreement. Heather Berlinski of Johnson will act as the Johnson contact person for the purpose of coordinating activities under this Agreement. If Johnson designates some other person to act as its contact person, Shelton and Mason will be notified in writing. S.0.Joflnspn ison Inc;' 1626Hbwe street y]#tlClflstW15,3463 223t3 2. Term and Termination: This Agreement will commence on the date this agreement is signed by both parties and terminate on the date of completion of Shelton's and Mason's data reporting obligations set forth in Exhibit A, subject to early termination of this Agreement by any of the Parties. Any party may, by providing the other Parties thirty days' written notice, terminate this Agreement at any time. If Johnson so terminates or halts work, Johnson will be obligated to pay those fees and expenses that Johnson is to pay under Section 3, to the extent that they have been actually earned incurred, or irretrievably committed by the date of Johnson's notice to terminate or halt work, If Shelton or Mason so terminates this Agreement, Johnson shall have no obligation to pay or reimburserShelton and Mason, as applicable, for expenses incurred after the date of the termination notice. 3. Fees, Expenses, and Payments: For each Project, Johnson will pay for the services, expenses, equipment and materials ("Johnson Financial Commitments") specified in the Pilot Program Project Description. Unless otherwise provided in the Pilot Program Project Description undisputed invoices will be paid under the following payment terms, net sixty (60) days from receipt of the corresponding invoice. If this Agreement is terminated or work under a Pilot Program Project Description is halted for reasons other than for breach, Johnson shall pay for the portions of the Johnson Financial Commitments that is due up to the date of termination. Shelton and Mason will each pay any income, self-employment, or other taxes due on any of the Johnson Financial Commitments. No taxes will be withheld by Johnson. 4. Confidential Information: All information relating to the Pilot Program that is or has been disclosed to Shelton and/or Mason by Johnson or on Johnson's behalf which is expressly labeled as 'confidential" when disclosed to Shelton and/or Mason, will be "Confidential Information " subject to the limitations of this Agreement. A. Limitations on Disclosure and Use of Confidential Information. Neither Shelton nor Mason will use or reproduce Confidential Information for any purpose other than to carry out the Pilot Program, or disclose Johnson's Confidential Information to any third party, except as permitted by this Agreement or in response to a public records request under the Public Records Act, Chap. 42.56 RCW. B. Exclusions. Information will not be considered Confidential Information if it can be shown to have been: Rightfully in Shelton's or Mason's possession prior to the date of Johnson's disclosure to Shelton or Mason, ii. Available to the public prior to the date of Johnson's disclosure to Shelton or Mason or to have become available to the public after Johnson's disclosure without any unauthorized act or omission by Shelton or Mason, in. Disclosed to Shelton or Mason prior to or subsequent to the disclosure by Johnson without restriction by a third party who had a right to disclose and was not under an obligation of confidence to Johnson, or iv. Independently developed by Shelton or Mason by a person having no access to the Confidential Information as evidenced by written records or other tangible evidence. C. No Disclosure. Shelton and Mason each agree not to use any reference to Johnson or its products or trademarks, Including but not limited to its logos, in their advertising, web page, or other materials given or exposed to third parties without Johnson's express prior written permission granted by a Johnson officer. D. Term of Confidentiality and Non -Use Obligations. The obligations of confidentiality and non-use contained herein will continue for five years following the termination date of this Agreement. 5. Third Parties' Property; Shelton and Mason Warranties: Shelton and Mason each represent and warrant that its entering into this Agreement and performance for Johnson u nder this Agreement will not constitute a breach of any obligations that it has to any third party. Shelton and Mason each represent and warrant that it is authorized to fulfill its obligations as may be provided for in a Pilot Program Project Description without any additional consents or approvals. Neither Shelton nor Mason shall disclose to Johnson or u se for Johnson's benefit any information that it knows or believes is third party proprietary or confidential information. 6. Intellectual Property: "Intellectual Property" means any invention, whether patentable or n ot including but not limited to compositions, formulas, designs, products, and methods, together with any data, and any know-how, trade secret, and other Intellectual property, and any Intellectual Property that Shelton and/or Mason conceives or makes during and as a part of their performance under this Agreement will be "Pilot Program Intellectual Property". Pilot Program Intellectual Property will be the exclusive property of Johnson, and Shelton and Mason each hereby assign, transfer, and release to Johnson all of its respective rights in and to all Pilot Program Intellectual Property free and clear of any lien encumbrance or any other right or interest of any other person or entity. Shelton and Mason are each hereby granted a non-exclusive, non -transferable, perpetual license to use any and all Pilot Program Intellectual Property. 7. Independent Contractor: Shelton and Mason are each an independent contractor and will n ot be a Johnson employee or agent for any purpose Neither Shelton nor Mason will have any right nor will Shelton or Mason attempt to obligate Johnson to third parties in any way without Johnson's prior specific and express written approval. In communications with third parties, Shelton or Mason, as the case may be, will make it clear that it is working in the capacity of an independent contractor rather than as a Johnson employee or agent. 8. General Provisions: A. Sub -Contractors: Neither Shelton nor Mason will engage anyone other than its own employees to perform any services for Johnson under this Agreement. B. Assignment. This Agreement may not be assigned by Shelton or Mason without the prior written consent of Johnson. C. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Washington, United States of America, without giving effect to any choice of law, conflict of law or other rules or provisions (whether of such jurisdiction or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. D. No Third -Party Beneficiaries. Nothing herein is intended or shall be construed to confer upon any person or entity other than the Parties and their successors or assigns, any rights or remedies under or by reason of this Agreement. [Signature page immediately follows.] Please indicate Johnson and Shelton and Mason's acceptance of this Agreement by having the enclosed duplicate original signed.by a person who, by signing also personally warrants his or her authority to bind Johnson and Shelton and Mason. Then return one original to me. For convenience, we can exchange signatures electronically by fax or e-mailed .pdf files, thus putting the Agreement into effect. If we do so, any subsequent paper copies signed will serve only to confirm the Agreement established by the electronically -exchanged signatures. S incerely, S . C. Johnson & Son, Inc. Accepted: Shelton By: Name: Title: Mason By: Name: Mark Neary By: N ame: / ecx{iner (e- ed/Wickl.s Title: ree+DC GoCern men+ ge�0.E"ns C a V-. V'\ Q-,.aAcr Title: County Administrator Date: \. -J_, Date: //4 Approve as to Form: Tim ead; Cfi. DPA EXHIBIT A S.C. Johnson, City of Shelton, WA & Mason County, WA curbside plastic film recycling pilot program SC Johnson, the City of Shelton, and Mason County have come together to collaborate on instituting the City of Shelton and Mason County Curbside Recycling Collection of Plastic Film Pilot Program to last for six months beginning on February 16, 2022 (Pilot Start Date) and ending August 16, 2022 (Pilot End Date) SC Johnson, the City of Shelton, and Mason County reached an agreement on (Date of Signing) that as part of its curbside recycling program, the City of Shelton will collect bagged plastic film including, but not limited to, dry plastic grocery bags, Ziploc® brand food storage bags, dry-cleaning bags, and other flexible plastic wrap —as a recycling item once a month, Below are the terms each party will be responsible for: • Collection o The City of Shelton agrees to include plastic film as an accepted item within its existing curbside recycling program on a trial, pilot program basis beginning in February 16, 2022 ,for a six-month period for 2 residential pick-up routes (approximately 900 residential households) o The City of Shelton will coordinate with their hauler, Waste Connections, to facilitate a monthly Wednesday pick-up for households on their 1-16R and 3- 16R routes. Plastic film pick-up for 1-16 R will occur on the first Wednesday of the month and pick-up for 3-16R will occur on the third Wednesday of the month. o SC Johnson will reimburse the City of Shelton for expenses relating to labor and truck costs associated with 14 pick-ups at $720 per pickup in an amount not to exceed $10,080. • Pickup schedule as follows: • February 16, 2022 • March 2, 2022 • March 16, 2022 • March 30, 2022 • April 6, 2022 • April 20, 2022 • May 4, 2022 • May 18, 2022 • June 1, 2022 • June 15, 2022 • June 29, 2022 • July 13, 2022 • July 27, 2022 • August 10, 2022 • Storage Container and Transportation to Mt. Vernon, WA (Lautenbach facility —13084 Ball Rd. Mount Vernon, WA 98273) o Mason County agrees to purchase or lease a designated "plastic film" storage container(s) for usage at the transfer facility which will serve as a drop-off location for plastic film once it is collected from the curbside. o Mason County agrees to transport the pilot program material up to two times to Lautenbach facility —13084 Ball Rd. Mount Vernon, WA 98273)) in a county provided vehicle. o SC Johnson agrees to reimburse Mason County the costs for purchasing or leasing the storage container(s) and transporting material to Lautenbach facility —13084 Ball Rd. Mount Vernon, WA 98273)) for a value not to exceed $2,000. • Residential Collection Bins o SC Johnson agrees to provide City of Shelton with up to 900 21-gallon containers, starting with an initial purchase of 270 containers, fit for automated pick-up, imprinted with a recycling label approved by the City of Shelton. The containers will be stored by the City of Shelton and Mason County and provided to residents who opt -in to participate in the recycling program. The City of Shelton will coordinate with their hauler to distribute the bins to residents, • Marketing Materials o The City of Shelton agrees to display SC Johnson -provided "Recycling Announcement materials on the City of Shelton's main and waste management websites, Facebook page, and other necessary marketing outlets as well as on printed materials including a postcard. These materials will be designed and created by SC Johnson, subject to the approval of the City of Shelton and Mason County. o SC Johnson will draft a press release announcing the program and share with the City of Shelton and Mason County for approval. o Digital Materials ■ Announcement — The City of Shelton agrees to post "Recycling Announcement" on main or designated waste management website detailing the pilot program using promotional materials provided by SC Johnson, The City of Shelton also agrees to educate residents of the updates to the recycling program, and update list of accepted/non- accepted recyclables on designated waste management website. o Print Marketing • SC Johnson will design, create, and fund up to $1 300 for a postcard and/or other flyers announcing the pilot program. This will include the printing and mailing of 2 waves of postcards to 900 households in the City of Shelton. The first phase of post cards will be sent one month prior to the first pickup, and the second phase of post cards will follow up two weeks after. ■ SC Johnson will provide printer -ready versions of the postcards and/or other flyers to the City of Shelton, who will submit the order to their local vendor and provide SC Johnson with a complete price quote prior to order fulfillment. • Data Sharing o After the first 3 months of collection the City of Shelton and Mason County agree to meet with SC Johnson and Waste Connections to assess the progress of the pilot and its future. o The City of Shelton agrees to collect and share the below sets of data with SC Johnson at the conclusion of the pilot program • The amount of plastic film that entered the recycling stream from the year prior to the pilot program, January 1,2021 to December 31, 2021 if available • The amount of plastic film being sent to the landfill from the year prior to the pilot program, January 1, 2021 to December 31, 2021, if available • The full amount of recycling materials collected from the year prior to the pilot program, January 1 2021 to December 31, 2021, if available • The amount of plastic film collected each month during the curbside recycling pilot program • The amount of plastic film that is collected for the entire duration of the pilot program • The dates the City of Shelton and Mason County sent loads of plastic film to Lautenbach facility —13084 Ball Rd. Mount Vernon, WA 98273, and the amount of plastic film sent to Lautenbach facility —13084 Ball Rd. Mount Vernon, WA 98273. ■ Cost analysis of the addition of plastic film to the City of Shelton's recycling curbside collection: • Total amount the City of Shelton spent on recycling the year prior to the pilot program, January 1 2021 to December 31, 2021 • Total cost the City of Shelton spent on landfilling the year prior to the pilot program, January 1, 2021 to December 31, 2021 • Total amount the City of Shelton spent on recycling during the pilot program from February 16, 2022 (Pilot Start Date) —August 16, 2022 (Pilot End Date)