HomeMy WebLinkAboutRegional Disposal Company - Contract CONTRACT
REGARDING SOLID WASTE
EXPORT SERVICES
FOR
MASON COUNTY
F
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TABLE OF CONTENTS
PAGE
ARTICLE1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 2 . GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2 . 1 Law Applicable . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2 . 2 Law Incorporated by Reference . . . . . . . . . . . . 9
Section 2 . 3 Entire and Complete Agreement . . . . . . . . . . . . 9
Section 2 . 4 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2 . 5 Time of the Essence . . . . . . . . . . . . . . . . . . . . . . 9
Section 2 . 6 Waiver of Provisions . . . . . . . . . . . . . . . . . . . 9
Section2 . 7 Access . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2 . 8 No Third Party Beneficiaries . . . . . . . . . . . . . 10
Section 2 . 9 Personal Liability . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2 . 10 Comprehensive Contract . . . . . . . . . . . . . . . . . . . 10
Section 2 . 11 Subsidiary Contracts . . . . . . . . . . . . . . . . . . . . . 10
Section 2 . 12 Notices . . . . 10
Section 2 . 13 Article, Section and Subsection
References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2 . 14 Amendment or Waiver . . . . . . . . . . . . . . . . . . . . . . 11
Section 2 . 15 Contract Execution . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE 3 . INDEPENDENT CONTRACTOR . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 3 . 1 Contractor as Independent Contractor . . . . . 11
Section 3 . 2 Contractor's Control of Project . . . . . . . . . . 12
ARTICLE 4 . SUBCONTRACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 4 . 1 Rejection of Subcontractors . . . . . . . . . . . . . . 12
Section 4 . 2 Assignment of Subcontracts . . . . . . . . . . . . . . . 13
ARTICLE 5 . CONTRACTOR AND COUNTY REPRESENTATIVES . . . . . . . . . 13
Section 5'. 1 Representatives . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 5 . 2 Contractor Representative . . . . . . . . . . . . . . . . 13
Section 5 . 3 County Representative . . . . . . . . . . . . . . . . . . . . 13
ARTICLE 6. CONTRACTOR RESPONSIBILITIES,
REPRESENTATIONS AND WARRANTIES 13
Section 6 . 1 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 6 . 2 Commencement of Service 14
Section 6 . 3 Facilities; Replacement or Repair . . . . . . . . 14
Section 6 . 4 Financial Guarantee of Contract
Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 6 . 5 Alternate Transportation and Disposal
Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 6 . 6 Permits, Licenses, Royalties . . . . . . . . . . . . . 18
Section 6 . 7 Taxes and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 6 . 8 Closure and Post-Closure Fund . . . . . . . . . . . . 19
Section 6 . 9 Compliance With Law; Documentation;
Confidential Business Records 20
Section 6 . 10 Records; Monthly Report . . . . . . . . . . . . . . . . . . 21
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Section 6 . 11 Accidents; Complaints . . . . . . . . . . . . . . . . . . . . 22
Section 6 . 12 Payment of Subcontractors and Laborers . . . 22
Section 6 . 13 Employment Discrimination . . . . . . . . . . . . . . . . 22
Section 6 .14 Scheduling; Management; Quality
ofPerformance . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 6 . 15 Subsidiary Use of Facilities . . . . . . . . . . . . . 23
Section 6 . 16 Representations and Warranties of
theContractor . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 6 . 17 Alternate Operations Plan 25
Section 6 . 18 Emergency Operations Plan . . . . . . . . . . . . . . . . 25
ARTICLE 7 . COUNTY RESPONSIBILITIES, REPRESENTATIONS
AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section7 . 1 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 7 . 2 Waste Flow; Flow Control 27
Section 7 . 3 Payment; Estimates . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7 . 4 Cooperation with Contractor . . . . . . . . . . . . . . 27
Section 7 . 5 Disputes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 7 . 6 Access to Transfer Station; Days and
Hours of Operation . . . . . . . . . . . . . . . . . . . . . . . 28
Section 7 . 7 Location of Transfer Station 28
Section 7 . 8' Delay of Services . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 7 . 9 Representations and Warranties
of County . . . 28
ARTICLE 8 . SERVICE FEES AND CONTRACTOR COMPENSATION . . . . . . 29
Section 8 . 1 Calculation of Service Fee . . . . . . . . . . . . . . . 29
Section 8 . 2 Service Fee Increases . . . . . . . . . . . . . . . . . . . . 31
Section 8 . 3 Service Fee Decreases . . . . . . . . . . . . . . . . . . . . . 32
Section 8 . 4 Other Service Fee Adjustments
or Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section8 . 5 Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
ARTICLE 9 . ALLOCATION OF RISK; UNCONTROLLABLE
CIRCUMSTANCES . . 34
Section 9 . 1 Contractor Reliance . . . . . . . . . . . . . . . . . . . . . . 34
Section 9 . 2 County Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 9. 3 Uncontrollable Circumstances . . . . . . . . . . . . . 35
Section 9 . 4 Insurable Uncontrollable Circumstances . . . 37
ARTICLE 10 . OWNERSHIP; INSPECTION OF WASTE;
UNACCEPTABLE WASTE . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 10 . 1 Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 10 . 2 Transfer Station Inspection Program . . . . . . 37
Section 10 . 3 Waste Inspection at Disposal Site;
Handling of Suspected Unacceptable
Waste . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 10 . 4 Liability for Testing, Inspecting,
Handling and/or Disposing of
Unacceptable Waste . . . . . . . . . . . . . . . . . . . . . . 39
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Section 10 . 5 Notice of Change in Law--Unacceptable
Waste . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
ARTICLE 11. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 11. 1 Contractor's Indemnification of County . . . 40
Section 11. 2 County's Indemnification of Contractor . . . 41
Section 11. 3 No Indemnification for Negligent Acts . . . . 42
Section 11. 4 Contribution for Joint or Concurrent
Negligence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 11. 5 Notice of Claims; Defenses; Settlement . . . 42
Section 11. 6 Beneficiaries of Indemnification
Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 11. 7 Unacceptable Waste Liability. . . . . . . . . . . . . . 43
Section 11. 8 Applicability of RCW 4 . 24 . 115 . . . . . . . . . . . . 44
Section 11. 9 Waiver of Industrial Insurance Immunity . . 44
Section 11. 10 Royalties; License Fees; Patents 44
Section 11. 11 No Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
ARTICLE 12 . CONTRACTOR AND COUNTY LIABILITY
INSURANCE . . . . . . 44
Section12 . 1 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 12 . 2 Replacement Insurance . . . . . . . . . . . . . . . . . . . . 45
Section 12 . 3 Required Coverage . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 12 . 4 Required Coverage for Marine Operations . . 47
Section 12 . 5 Workers Compensation . . . . . . . . . . . . . . . . . . . . . 48
Section 12 . 6 Minimum Insurance . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 12 . 7 Change in Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 12 . 8 Failure to Provide Insurance . . . . . . . . . . . . . 48
Section 12 . 9 Unavailability 48
Section 12 . 10 Collection of Insurance Proceeds . . . . . . . . . 48
ARTICLE 13 . WASHINGTON DISPOSAL SITES AND OTHER
ALTERNATE FACILITIES . . . . O . . . . 48
Section 13 . 1 Washington Disposal Site; Service Fee
Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 13 . 2 Other Alternate Facilities; Service
Fee Adjustments' . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 13 . 3 Disputes . . . . . . 49
ARTICLE 14 . COORDINATION MEETINGS 49
Section 14 . 1 Initial Coordination Meeting . . . . . . . . . . . . . 49
Section 14 . 2 Periodic Coordination Meetings
and Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
ARTICLE 15 . ADDITIONAL OR DELETED WORK 49
Section 15 . 1 Payment or Credit for Additional
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 15 . 2 Additional Work . . . . . . . . . . . . . . . . . . . . . . . . . . 50
ARTICLE 16 . DEFAULTS IN PERFORMANCE OF THE CONTRACT . . . . . . . 50
Section 16 . 1 Contractor Default . . . . . . . . . . . . . . . . . . . . . . . 50
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Section 16 . 2 Consequences of Contractor Defaults . . . . . . 52
Section 16 . 3 Default Procedure . . . . . . . . . . . . . . . . 53
Section 16 . 4 County Default 54
Section 16. 5 Contractor's Bankruptcy/Receivership . . . . . 55
Section 16 . 6 No Waiver by County . . . . . . . . . . . . . . . . . . . . . . 56
ARTICLE 17 . DISPUTE RESOLUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 17 . 1 Good-Faith Negotiation; Arbitration . . . . . . 56
Section 17 . 2 Initiation of Arbitration . . . . . . . . . . . . . . . . 56
Section 17 . 3 Selection and Qualification of
Arbitrators . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 17 . 4 Powers of Arbitrator . . . . . . . . . . . . . . . . . . . . . 57
Section 17 . 5 Conduct of Proceedings . . . . . . . . . . . . . . . . . . . 58
Section 17 . 6 Decision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 17 . 7 Provisional Remedies . . . . . . . . . . . . . . . . . . . . . 58
Section 17 . 8 Final Remedies; Arbitrator's Fees 59
Section 17 . 9 No Consolidation 59
Section 17 . 10 Expedited Procedures . . . . . . . . . . . . . . . . . . . . . 59
Section 17 . 11 Venue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 17 . 12 Attorney Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 17 . 13 Standing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
ARTICLE 18. SUCCESSORS; ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 18 . 1 Contractor Delegation . . . . . . . . . . . . . . . . . . . . 59
Section 18 . 2 Assignment 60
Section 18 . 3 Change in Control or Ownership . . . . . . . . . . . 60
Section 18 . 4 Binding Effect 60
ARTICLE 19 . RESERVED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
ARTICLE 20. DISSOLUTION OF THE COUNTY AND SUCCESSOR
TO THE COUNTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
ARTICLE 21. TERM; OPTION TO RENEW 61
EXHIBITS
A Contractor Resolution Authorizing Execution
of Contract
B Technical Specifications
C Forms of Contract Performance Bond and Letter of Credit
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CONTRACT
This Contract is made and entered into by and between Mason
County, a political subdivision of the State of Washington (the
"County") and Regional Disposal Company, a Washington joint venture
comprised of Rabanco Regional Landfill Company, a Washington
corporation, Resource Assets, Inc. , a Washington corporation, WJR
Environmental, Inc. , a Washington corporation, Waste Associates, a
Washington corporation, and MJS Associates, a Washington
corporation (the "Contractor") .
R E C I T A L S
(a) Through a competitive bidding process connducted by Lewis
County and Grays harbor county on ,behalf of those counties and
additional counties including Mason County, the Contractor has been
selected to own, provide, and operate for the Term of the Contract,
Facilities to accept Acceptable Waste in loaded Trailers at the
Transfer. Station and to Transport to and Dispose of that Acceptable
Waste at the Disposal Site for the County.
(b) The County's authorization to enter into this Contract is
evidenced by the a proval of the Board of Mason County
Commissioners on , 1993 .
(c) The Contractor's authorization to enter. into this
Contract is evidenced by resolutions of the Contractor duly adopted
by the joint venture partners of the Contractor, a copy of which is
set forth as Exhibit A to this Agreement.
i ARTICLE 1
Definitions
1. 1 For the purposes of this Contract, the following terms
shall have the following meanings :
!'Acceptable Waste" means all putrescible and nonputrescible
waste including but not limited to garbage, rubbish, refuse, ashes,
paper and cardboard; plant and grass clippings and leaves;
commercial, industrial, demolition and construction wastes; wood
waste; discarded or abandoned vehicles or parts thereof; septage
screenings; discarded home and industrial appliances; manure,
vegetable or animal solid and semisolid wastes and dead animals;
Household Hazardous Waste; and Medical Waste. The term includes
other materials and substances that may in the future be included
in the definition of "solid waste" , or any successor term, in
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Chapter 70. 95 RCW and regulations promulgated thereunder, but the
term does not include Asbestos or Unacceptable Waste as defined in
this Contract.
"Alternate Disposal Site1° means the disposal site the
Contractor will use in the event the primary Disposal Site becomes
unavailable.
"Alternate Disposal Site Agreement" means a legally binding
contract between the Contractor and the owner or operator of a
landfill or other disposal site the Contractor proposes to use in
the event of unavailability of the primary Disposal Site, which
contract assures the Contractor the right to use the landfill or
other disposal site for Disposal of all waste Contractor is
obligated to accept under this Contract.
"Applicable Law" means all applicable federal, state or local
statutes, rules, codes, regulations, permits and ordinances that
apply to the Facilities or any of Contractor's operations or
obligations under this Contract.
"Asbestos" means asbestos or asbestos-containing waste
materials as defined under, and that have been packaged in
accordance with standards set forth in, regulations promulgated by
the United States Environmental Protection Agency at 40 CFR Part
61. 141, or any other Applicable Law.
"Bid" means a bidder's offer or proposal as submitted on the
Bid forms.
"Bid Forms" means the bid forms provided by Lewis County and
Grays Harbor County and submitted by the Contractor in its response
to their request for bids to provide services under this Contract.
"Change in Law" means:
(a) any of the following that occurs after April 27 ,
1992 :
(i) The enactment, adoption, promulgation,
modification, repeal or change in interpretation of any federal,
state, city, county or other local law, ordinance, code, rule,
requirement, regulation or similar legislation;
( ii) The issuance of an order, decree or judgment of
any federal, state or local court, administrative agency or
governmental officer or body, to the extent that order, decree or
judgment is not also the result of negligent or willful action or
failure to act of the party relying thereon, provided that
contesting in good faith any order, decree or judgment shall not
constitute or be construed as a willful or negligent action of that
party; or
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(iii) The imposition of any material conditions on
the renewal of any official permit, license or approval which
establishes requirements making the construction or operation costs
of the Facilities financially more burdensome than the most
stringent requirements in effect on April 27, 1992 . For purposes
of this clause (iii) , an increase in Contractor's cost shall not
include any impairment of the tax position of the Contractor or any
lessor of the Facilities under federal, state, local or any other
tax law.
(b) Notwithstanding the foregoing, the following shall
not constitute a Change of Law for purposes of this Contract:
(i) the adoption of, or change, amendment or
modification to, any federal, State, local or any other law which
imposes or increases a tax, fee or charge upon business activities
generally, or certain classes of businesses activities generally,
and which is not specifically directed at solid waste Disposal
and/or solid waste Transportation business activities to the
exclusion of other businesses activities not directly related to
solid waste;
(ii). any application of or change in interpretation
of the provisions of RCW 36 . 58 . 090 (8) , or its successor or the
statutes referred to therein (i. e. chapters 39 . 12 , 39 . 19 and 39 . 25
RCW) ;
(iii) the adoption of or change, amendment or
modification .to any law, ordinance, code, rule, regulation or
similar requirement by a local governmental body or agency with
jurisdiction over the Disposal Facility;
(iv) any imposition of, or increase in, fees or
charges under Applicable Law, for the importation into, or disposal
of imported waste within, any jurisdiction that is not similarly
imposed on, or increased , for, waste originating in that
jurisdiction.
"City" or "Cities" means (1) one or more of the incorporated.
cities or towns in Mason County that participate in the
Comprehensive Solid Waste Management Plan and authorize Mason
County to designate disposal sites for Acceptable Waste originating
in those cities or towns.
"Comprehensive Solid Waste Management Plan" means Mason
County's Comprehensive Solid Waste Management Plan adopted in
accordance with Chapter 70 . 95 RCW, as amended.
"Consumer Price Index" or 11CPI" means the Consumer Price
Index for All Urban Consumers - West Region, Size C, standard
reference base period 1982-1984 = 100, as prepared by the United
States Department of Labor, Bureau of Labor Statistics or such
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other appropriate index as may be mutually agreed upon by the
parties .
"Contract" means this Contract Regarding Solid Waste Export
Services for Mason County and the bond, letters of credit or other
performance guarantees required under Section 6 . 4, the Bid Forms,
Specifications, and any and all appendices, attachments, exhibits,
amendments, change orders or modifications of the foregoing
documents agreed to by the parties in writing.
"Contractor1° means Regional Disposal Company, a Washington
joint venture comprised of Rabanco Regional Landfill Company, a
Washington corporation, Resource Assets, Inc. , a Washington
corporation, WJR Environmental, Inc. , a Washington corporation,
Waste Associates, a Washington corporation, and MJS Associates, a
Washington corporation; selected to provide solid waste
Transportation and Disposal services in accordance with this
Contract, its successors or assigns and, as applicable, the
Contractor' s officers, employees, agents and subcontractors.
"County" means Mason County, a political subdivision of the
State of Washington.
"Disposal Site" means the landfill or other disposal site or
Facility used by the Contractor for the final treatment,
utilization, processing and/or deposit of any Acceptable Waste
received under this Contract including all personal property used
at that site for purposes of this Contract.
"Dispose" or "Disposal" means all work, services or operations
performed by the Contractor pursuant to this Contract after
Acceptable Waste enters the boundaries of a Disposal Site pursuant
to this Contract.
"Facility" or "Facilities" means any real or personal property
provided in accordance with the Specifications and owned, leased,
furnished, operated or *dsed by the Contractor to carry out the
provisions of this Contract, including, but not limited to, any
such property used in connection with the primary and/or alternate
Transportation and/or Disposal sites.
"Hazardous Waste" means any waste, material or substance
(other than Asbestos and Household Hazardous Waste) which is:
(a) defined as hazardous by 40 CFR Part 261, and
regulated as hazardous waste by the United States Environmental
Protection Agency under Subtitle C of the Resource Conservation and
Recovery Act of 1976 , 42 U. S . C. Section 2601 et seq. ; the
Comprehensive Environmental response, Compensation and Liability
Act, 42 U. S . C. Section 9601 et sea. , as amended by the Superfund
Amendments and Reauthorization Act ("SARA" ) of 1986 ; or any other
federal statute or regulation governing the treatment, storage,
handling, or disposal of waste, materials or substances, which
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imposes special handling or disposal requirements similar to those
required by Subtitle C of RCRA; or
(b) defined as dangerous or extremely hazardous by
Chapter 173-303 or 173-340 WAC and regulated as dangerous waste or
extremely hazardous waste by the Washington Department of Ecology
under the State Hazardous Waste Management Act, Chapter 70 . 105 RCW,
the Model Toxic Control Act, Chapter 70 . 105D RCW, or any other
Washington State Statute or regulation governing the treatment,
storage, handling or disposal of wastes, materials or substances,
which imposes special handling requirements similar to those
required by Chapter 70 . 105 RCW.
Certain waste that is not as of the effective date of this
Contract included in this definition may after that date come
within its scope as determined by a government entity with
jurisdiction; certain other waste that is within the definition may
cease to be so included. Accordingly, any waste, material or
substance shall be deemed Hazardous Waste at the time, but only so
long as and to the extent that it is included in the definition of
Hazardous Waste set forth above.
"Household Hazardous Waste" means "moderate-risk waste" as
defined in RCW 70. 105 . 010 (17) , as amended, or "household hazardous
waste" as defined in WAC 173-303-071 (3) (c) , as amended.
"Instructions to Bidders" means the instructions issued by
Lewis County and Grays Harbor County as part of their bid documents
for services under this Contract.
"Maximum Payload" means the maximum weight of waste (in tons)
that may be loaded into a Trailer without exceeding the maximum
legal gross vehicle weight and axle loading requirements under the
loading conditions defined in Bid Form No. 14 which is incorporated
herein for the tractor/Trailer combination.
"Medical Waste" means noninfectious and/or noninjurious waste
or treated and properly packaged infectious and/or injurious waste
originating in a medical, veterinary or intermediate care facility
which is generated in the diagnosis, treatment, or immunization of
human beings or animals, in research pertaining thereto, or in the
production or testing of biologicals and that may be deposited in
the general solid waste stream under federal, state and Mason
County laws and regulations including, but not limited to, the
regulations of the Mason County' s Health District or Department;
the term does not include infectious waste originating in a
medical,, veterinary or intermediate care facility that has not been
treated and may not be deposited in the general solid waste stream
under applicable federal, state or Mason County laws or
regulations, including but not limited to, the Mason County's
Health District regulations . As used above, the term
"biologicals" means preparations made from living organisms, and "
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their products, such as vaccines and cultures , treating or
immunizing humans or animals or in research pertaining thereto.
"Minimum Functional Standards" .means the Washington State
Minimum Functional Standards for Solid Waste Handling set forth in
Chapter 173-304 WAC, as amended.
"Person" or "Persons" means , without limitation, any
individual, firm, corporation, association, partnership,
consortium, joint venture, entity, government agency or unit of
government.
"Project" means any and all services, matters and things that
the Contract requires to be done, kept, performed and furnished by
the Contractor and by the County, respectively.
"RCW" means Revised Code of Washington.
"Representative" means, depending on the context, the
authorized representative of the County or the Contractor
designated in accordance with Article S .
"Service Fee" means the amount paid by the County to the
Contractor for performance of its obligations under this Contract
and adjusted, as set forth in Article 8 .
"Specifications" means the technical specifications issued by
Lewis County and Grays Harbor County as part of their bid documents
for services under this Contract which are attached to this
Contract as Exhibit B and incorporated herein by this reference.
"State/Local Solid Waste Handling Fee" means a fee, tax,
surcharge or similar charge on solid waste handling services,
including but not limited to Transportation and Disposal services,
imposed by any state, regional or local government or government
agency; the term does not include federally-imposed fees, taxes,
surcharges or other charges levied equally on solid waste handling
in all states.
"Surety" means the Person providing a bond or letter of
credit required under Section 6 . 4 guaranteeing or providing the
funds to guarantee performance of the Contractor' s obligations
under this Contract. The qualifications required of a Surety are
set forth in Section 6 . 4 .
"Term" or "Term of Contract" means the term of this Contract
set forth in Article 21, including any extensions thereof .
"Transfer Station" means the site designated pursuant to
Section 7 . 7 at which waste is received and loaded into Trailers .
"Trailer" means a transfer trailer or intermodal shipping
container on a chassis . A double trailer or other multiple box
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trailer shall be considered one Trailer for purposes of this
Contract.
"Transport" or "Transportation" means but is not limited to
the transportation of Trailers to and from the Transfer Station and
the Disposal Site and includes but is not limited to the storage
and handling of Trailers at any transfer facility or other
Facilities used by the Contractor to deliver waste to the Disposal
Site.
"Transport Facilities" means tractors, Trailers and all other
property owned, leased used or furnished by Contractor in providing
Transport of waste under this Contract.
"Unacceptable Waste" means:
(a) Hazardous Waste;
(b) Radioactive waste or materials or explosive
materials;
(c) Sewage sludge, human waste, septic tank and
cesspool pumpings; and
(d) Any material, the transportation or handling of
which would constitute a violation of any
applicable state or federal law pertaining to
health, safety or the environment, whether enacted
prior to or subsequent to execution of the
Contract.
"Uncontrollable Circumstance" means:
(a) Any act or event that has had or may reasonably be
expected to have a material adverse effect on the rights or
obligations of a party to this Contract, or a material adverse
effect on any one or more of the Facilities or the acquisition,
construction, start-up, testing, operation, ownership or possession
of the Facilities, if that act or event is beyond the reasonable
control of the party rellying thereon as justification for not
performing an obligation or complying with any condition required
of that party under this Contract. Subjeot ' to Subsection (b)
below, those acts or events shall include, but are not limited to,
the following:
(i) an act of God (except normal weather conditions
for the geographic area of the Facilities) , hurricanes, tornadoes,
epidemic, landslide, lightning, earthquake, volcano eruption,
nuclear radiation, fire or explosion, flood or similar occurrence,
an act of public enemy, war, blockade, insurrection, riot, general
arrest, or restraint of government and people, civil disturbance or
similar occurrence, that directly affects the operation of a
Facility;
(ii) the failure of any appropriate federal, state
or local agency or public or private utility having operation
jurisdiction over, or responsibility to serve the any of the
85011012.01
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Facilities, to provide, maintain and assure the maintenance of any
necessary utility which failure is not caused by Contractor's
failure to pay for those utilities or Contractor's failure to
comply with Applicable Law;
( iii) for Contractor, a non-Contractor strike;
(iv) for the County, any strike or labor dispute; or
(v) a Change in Law.
(b) It is expressly understood and agreed that,
notwithstanding any other provision of this definition, the
following events or conditions, in and of themselves, shall not
constitute an Uncontrollable Circumstance:
(i) adverse changes in the financial ability of any
party to this Contract to perform its obligations under this
Contract;
(ii) the consequences of errors of design,
construction, start-up, operation or maintenance on the part of the
Contractor or any of its employees, agents or subcontractors;
(iii) the failure of the Contractor to secure patents
or licenses in connection with the technology necessary to design,
construct, operate or maintain the Facilities;
(iv) the lack of fitness for use, or the failure to
comply with the Specifications or the design of any materials,
equipment or parts constituting any part of the Facilities;
(v) the failure of any technology to perform;
(vi) as to the Contractor, any act or event the
occurrence against which the Contractor is obligated to carry
insurance under this Contract, to the extent the Contractor is
so obligated; and
(vii) any subsurface condition encountered during the
construction or expansion of any of the Facilities.
(viii) periodic flooding and freezing which
temporarily causes roads, bridges or other transportation
facilities to be unavailable for use by the Contractor, and which
is within the range of such unavailability which has been
experienced in the case of such transportation facilities during
two or more of the ten years preceding the year in which the
Contract is executed.
"USC" means United States Code .
"WAC" means Washington Administrative Code.
85011012.01
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8
1. 2 Construction of Terms. Unless otherwise specified in the
Contract, words describing material or work that have a well-known
technical or trade meaning shall be construed in accordance with
the well-known meaning generally recognized by solid waste
professionals, engineers and trades.
ARTICLE 2
General Provisions
2 . 1 Law Applicable. This Contract is made in and shall be
construed under the laws of the State of Washington.
2 . 2 Law Incorporated by Reference. Chapter 70 . 95 RCW, RCW
36 . 32 . 250 and 36 . 58. 040, as amended or superseded, including the
latest additions and revisions and including regulations
promulgated thereunder, and the applicable provisions of the Mason
County Code, as amended or superseded, are incorporated by
reference in the Contract.
2 . 3 Entire and Complete Agreement. This Contract constitutes
the entire and complete agreement and final expression of the
parties with respect to the subject matter it contains, and
supersedes all prior or contemporaneous agreements, understandings,
arrangements, commitments and representations, whether oral or
written. In the event of any conflict between the language set
forth in this Contract, any of the exhibits hereto or the
Specifications, the language in the Contract shall prevail and this
Contract shall be interpreted as if that conflicting language was
not a part of the agreement between the parties . The Contractor
immediately shall bring to the County's attention for decision and
mutual revision any observed conflicts between or duplications of
any Contract provisions or any material omissions from the
Contract. The Contractor shall obtain written instructions from
the County's Representative before proceeding with services
affected by omissions or discrepancies in the Contract. In the
event of a discrepancy in the provisions of the Contract, the most
stringent provision shall apply.
2 . 4 Severability. If any Contract provision is for any
reason determined to be invalid, illegal or unenforceable under any
Applicable Law, the remaining provisions of the Contract shall
remain in effect and bind the parties; however, the parties ,shall
negotiate in good faith to amend the Contract to effectuate the
intent of any invalid, illegal or unenforceable provision, if
permissible under Applicable Law.
2 . 5 Time of the Essence. Time is of the essence of this
Contract.
2 . 6 Waiver of Provisions . The County's or Contractor' s
failure to object to a breach of any Contract provision is not and
95011012.01
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9
shall not be construed as a waiver of that provision. The payment
or acceptance of compensation subsequent to any breach is not and
shall not be deemed an acceptance of that breach. Any waiver must
be in writing and supported by consideration.
2 . 7 Access. The County shall have the right and unlimited
access to inspect any or all of the Contractor's and
subcontractor's operations, Facilities or records related to this
Contract; however, the County's access to records under this
Section shall be subject to the confidentiality provisions of
Section 6 . 9 (b) . The County shall have access to operations and
Facilities under this Section at any and all times during normal
business hours of or when there is activity of any kind at those
operations or Facilities.
2 . 8 No Third Party Beneficiaries. This Contract is entered
into by the County in its governmental capacity and is not intended
to nor does it create any third party beneficiary or rights in any
public or private Person with the exception of those rights
accorded to Other Counties as stated herein.
2 . 9 Personal Liability. This Contract is not intended to
create or result in any personal liability for any public official
or County employee or agent, nor shall the Contract be construed to
create that liability.
2 . 10 Comprehensive Contract. All services that are necessary
to complete and carry out the Project as described in the Contract
shall be considered part of the Project and the Contractor shall
perform or provide for the services without extra compensation
unless otherwise expressly stated in the Contract.
2 . 11 Subsidiary Contracts . No contract between the Contractor
and its subcontractors, officers, employees or agents including all
contracts relating to the use, lease, operation or ownership of the
Disposal Site and other Facilities shall prevent, expressly or in
effect, the Contractor ftom performing its obligations under this
Contract.
2 . 12 Notices.
(a) Except as may otherwise be expressly provided, all
approvals, requests, reports, notices, communications or other
materials or information required or permitted to be made or given
by a party to the other party hereunder shall be deemed to have
been given or made only if the same is reduced to writing and
delivered, either personally or by means of the United States
Postal Service (registered or certified mail, postage prepaid) , to
the County Representative or the Contractor Representative, as the
case may be, at their respective addresses as set forth below.
(b) For all purposes of this Contract, any such
approval, request, report, notice, communication or other material
85011012.01
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10
or information which is delivered by means of the United States
Postal Service as aforesaid shall be deemed to have been delivered
as of the fifth business day next following the date of the
postmark thereof.
(c) All notices, requests and other communications to
either party hereunder shall be in writing and shall be given to
such party at the following address, or such other address as such
party may hereafter specify for the purpose by notice to the other
party:
If to the County:
Mason County
P. O. Box 578
Shelton, Washington 98584
Telephone: (206). 427-9670 (Business)
(206) 427-5313_ (24 hour contact)
Attention: Director of Community Development
If to the Contractor:
Regional Disposal Company
4730 32nd Avenue South
Seattle, Washington 98118
Telephone: (206) 723-9513
Attention: Mark Wolken
2 . 13 Article Section and Subsection References. Any
Articles, Sections or subsections mentioned in this Contract by
number only without reference to another document refer to those
Articles, Sections or subsections contained in this Contract.
2 . 14 Amendment or Waiver. Neither this Contract nor any
provision hereof may be changed, modified, amended or waived except
by written instrument signed by the parties.
2 . 15 Contract Execution. For purposes of this Contract,
Contract execution shall be the date the County executes the
Contract.
ARTICLE 3
Independent Contractor
3 . 1 Contractor as Independent Contractor. The Contractor
shall perform all work under this Contract as an independent
contractor . The Contractor is not and shall not be considered an
employee, agent, subagents or servant of the County for this
Contract or otherwise; the Contractor' s subcontractors , employees
85011012.01
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11
or agents are not and shall not be considered employees , agents,
subagent or servants of the County for this Contract or otherwise.
3 . 2 Contractor's Control of Protect. The Contractor shall
have the exclusive right to control the services and work performed
under this Contract and the Persons performing those services and
work. The Contractor shall be solely responsible for the acts and
omissions of its officers, agents, employees, contractors and
subcontractors . Nothing in the Contract shall be construed as
creating a partnership or joint venture between the County and the
Contractor or giving the County a duty to supervise or control the
acts or omissions of any Person performing services or work under
the Contract.
ARTICLE 4
Subcontractors
4 . 1 Rejection of Subcontractors.
(a) During the Term of this Contract the County shall
have the right to reject any or all subcontracts of all or part of
Contractor's obligations to perform the Project or provide any of
the Facilities if the County reasonably believes that the
subcontractors concerned either have not or will not adequately
perform the tasks assigned to them. Contractor shall inform the
County of all proposed subcontracts no later than ninety days prior
to the date on which the proposed subcontract is to take effect.
The County reserves the right in its sole discretion to reject any
subcontract no later than thirty days prior to the date on which
the proposed subcontract is to take effect, if the County
reasonably believes that the subcontractor concerned. either has not
or will not adequately perform the tasks to be assigned to it.
(b) In no event shall the Contractor' s subcontracting,
or the County's failure 'to reject Contractor's subcontracting of
its obligations to operate the Facilities, in any way relieve the
Contractor of its responsibilities under this Contract. The
Contractor shall have the exclusive right to control the services
and work performed under this Contract and the Persons performing
those services and work. The Contractor shall be solely
responsible for the acts and omissions of its officers, agents,
employees , suppliers, subcontractors and those subcontractors'
suppliers, employees, agents and officers. Nothing in the Contract
shall be construed as creating a partnership or joint venture
between the County and the Contractor or giving the County a duty
to supervise or control the acts or omissions of any Person
performing services or work under the Contract. Contractor' s
subcontracting or the County' s approval of that subcontracting of
the Contractor's obligation to perform under this Contract shall
not relieve the Contractor of its obligations under this Contract.
85011012.01
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12
4 . 2 Assignment of Subcontracts. All contracts between the
Contractor and its subcontractors for services and work under this
Contract executed after April 27, 1992 shall contain a clause that
if the Contractor defaults in performance of the Contract and the
County accepts assignment of the subcontract under Article 18 , the
subcontractor shall recognize the County or its assignee as the
Contractor and the County or its assignee shall have all the
rights, remedies and responsibilities of the Contractor under that
subcontract.
ARTICLE 5
Contractor and County Representatives
5 . 1 Representatives. The Contractor and the County shall
each designate an agent to serve as a competent Representative for
the Term of this Contract. The County and Contractor,
respectively, shall keep each other informed of the identity of
their respective Representative and shall provide each other with
a telephone number and other means by which that Representative may
be reached twenty-four hours every day.
5 . 2 Contractor Representative. The Contractor's Represen-
tative shall be the Contractor's agent and shall represent the
Contractor for all purposes of this Contract. All written or oral
directions, instructions or notices given by the County to that
Representative and related to the subject matter of the Contract
shall bind the Contractor as if delivered to the Contractor
personally. The Contractor's Representative shall be in charge of
the Project at all times and shall have authority to act on behalf
of the Contractor; the Contractor's Representative's statements,
representations, actions and commitments shall fully bind . the
Contractor, subject to the requirements of Section 2 . 14 . The
Contractor's Representative shall be located within a reasonable
proximity of the County and be accessible at all times during the
Term of the Contract. `
5 . 3 County Representative. Unless the ' County notifies the
Contractor otherwise in writing, the County's Representative shall
be the County' s representative for all purposes of this Contract.
ARTICLE 6
Contractor Responsibilities , Representations and Warranties
6 . 1 General . The Contractor' s responsibilities under this
Contract include, but are not limited to:
(a) Acceptance, storage, handling, unloading,
Transportation and Disposal of Acceptable Waste, delivered to the
85011012.01
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13
Contractor at the Transfer Station in Trailers that conform to the
requirements of the Specifications;
(b) Ownership, operation and/or leasing of Facilities
necessary to perform its obligations under this Contract;
(c) Procurement and maintenance, as applicable, of the
letter of credit or other financial guarantee required under
Section 6 . 4 ;
(d) Compliance with all Applicable Laws in accordance
with Section 6 . 9 ; obtaining any permit, license, certificate or
governmental approval required for the Project in accordance with
Section 6 . 6 ; and the payment of all applicable taxes and 'fees in
accordance with Section 6 .7;
(e) Procurement and maintenance of insurance in
accordance with Article 12 ;
(f) Maintenance of a closure and post-closure trust fund
in accordance with Section 6 . 8 ;
(g) Maintenance of an alternate operations plan and an
emergency operations plan in accordance with sections 6 . 17 and
6. 18 of the Contract and alternate Facilities in accordance with
Section 6 . 5 of this Contract;
(h) Acceptance and Disposal of Asbestos upon delivery by
any County employee, subcontractor, or County resident to
Contractor' s Disposal Site during normal hours of operation.
(i) Performance of all other obligations required under
this Contract.
6. 2 Commencement of Service.
Commencement o� Service to County. Commencing ten (ten)
days after the Contractor receives from the County a notice to
proceed with operations or ser ice •iqn�der t . ' s Contract, but in any
yen rJ of e arlier than nor later than
(or such other date as may be mutually agreed
upon by the/ County and the Contractor) , the Contractor shall
accept, Transport and Dispose of all Acceptable Waste delivered by
the County to the Contractor in a Trailer at' the Transfer Station
in accordance with this Contract.
6 . 3 Facilities ; Replacement or Repair.
(a) Facilities . The Contractor shall construct, own,
lease or otherwise provide, maintain and operate in a quantity
sufficient to perform the services under this Contract in a timely
manner throughout the Term of the Contract in accordance with the
Specifications, Transport Facilities, Disposal Facilities and
85011012.01
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14
alternate facilities. Subject to Section 6 . 5 , the Contractor may
add to, delete, improve or replace Facilities during the term of
the Contract so long as such additions, deletions, improvements or
replacements are carried out and operate in accordance with
Applicable Law. All Facilities provided by the Contractor shall
meet or exceed the requirements in the Specifications and any and
all requirements of any Applicable Law.
(b) Replacement or Repair. The Contractor at its sole
expense shall keep all Facilities in good working order and repair.
The Contractor shall be liable for all costs reasonably incurred by
the County to repair or replace the, Facilities owned, operated
and/or used by the Contractor or provided to the County for its use
under this Contract, including, but not limited to, the Trailers,
tractors, Transport Facilities and Disposal Facilities. In the
event a Trailer is damaged due to failure of the County or its
agents to use reasonable care in loading or moving of the Trailer,
the Contractor shall repair or replace the Trailer if not
economically feasible .to repair. The County shall reimburse the
Contractor for the cost of repair and replacement if and only if:
(i) the repair or replacement is necessary to
remedy damage caused by the negligence of the County or its agent,
including a third party Transfer Station operator, and
(ii) the Contractor assigns to the County any and
all subrogation rights it has against such operator or any other
Person who may be liable for the damage; and
(iii) the costs incurred to repair or replace the
Trailer are the least costly means available under the
circumstances to repair or replace the Trailer; and
(iv) the Contractor fully documents the costs it
incurred to the County's reasonable satisfaction.
The County shall reimburse the Contractor only for property damage
to Trailers; nothing in this Section shall require or be construed
to require the County to reimburse the Contractor for any costs,
damages or liabilities for personal injuries for any costs, damages
or liabilities for personal injuries in any way related to the use
or operation of the Trailers.
(c) Rejection of Facilities. The County may require the
Contractor at its sole expense to replace or repair any Facility
including, but not limited to, tractors or Trailers used to provide
services under this Contract, when the County reasonably believes
they are not road-worthy or otherwise do not conform to the
Specifications.
(d) Change of Loading Technology and Trailer Type. In
the event the County elects to renew the Contract for a second or
subsequent five-year period pursuant to Section 21. 2 , the County
85011012.01
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15
shall have the right to change the type of loading technology used
at the Transfer Station and to require the Contractor to change
from open-top Trailers to use of rear-loading Trailers, or vice-
versa, in order to conform to the change in technology, upon giving
Contractor 120 days advance written notice of the Change. Unless
otherwise agreed, the change in trailer types shall be made as of
the first day of the additional five-year period and shall remain
in effect for the duration of such period.
6 . 4 Financial Guarantee of Contract Performance.
(a) Performance Bond. The Contractor shall provide and
maintain in force for the Term of the Contract a performance bond
or bonds in substantially the form attached hereto as Exhibit C.
(b) Alternate Contract Performance Guarantee. In its
sole discretion, the County may accept such other form of bond or
letter of credit that is approved by the County. For purposes of
this Subsection, the term "performance guarantee" shall mean any
bond, letter of credit or other financial guarantee referred to in
this Article and provided to guarantee or provide the funds to
guarantee the performance of the Contractor's obligations under
this Contract.
(c) Qualifications of Surety. The Surety must be
licensed to conduct business in Washington State and all other
states where the Project is located. A Surety which provides a bond
or other alternate form of performance guarantee in lieu of an
irrevocable standby letter of credit must:
(1) conform with all applicable Washington State
statutory requirements for sureties, including, but not limited to,
RCW Chapters 19 .72 and 48 . 28 ; and
(2) be included on the current list of Companies
Holding Certificates of Authority as Acceptable Sureties on Federal
Bonds and as Acceptable< Reinsuring Companies, as published in
Circular 570, as amended, by the Audit Staff Bureau of Accounts,
United States Treasury Department.
A Surety providing a letter of credit must be a financial
institution whose long-term debt is rated in one of the three
highest. categories by a nationally recognized rating agency (e.g.
Standard & Poor' s rating of AAA, AA or A) .
(d) Amount of Performance Guarantee. The amount of the
performance guarantee for the first year of operations under the
Contract shall be $400 , 000 . For the second and subsequent years
under the Contract the the Contractor shall maintain the
performance guarantee in an amount equal to forty-five percent of
the total revenues paid by the County to the Contractor under this
Contract for the previous year of operations . (Projected first
85011012.01
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16
year revenues shall be used in the case of the first renewal of the
performance guaranty. )
(e) Duration of Performance Guarantees . Except for the
initial performance guarantee which shall be for a duration of two
years, any successor performance guarantee shall be issued for a
term of not less than one year; the Contractor shall provide a new
performance guarantee or evidence satisfactory to the County of
the renewability of the current performance guarantee, at least 180
days before the expiration date of the performance guarantee then
in effect. Any performance guarantee provided under this Section
other than a letter of credit shall provide that notwithstanding
the termination or expiration of the Contract, at any time within
two years of the date the performance guarantee terminates or
expires, the County may make a claim against the performance
guarantee for Contractor's failure to perform its obligations under
the Contract. However, Contractor shall be liable for its
obligations under this Contract notwithstanding the termination of
the Surety's obligations under the performance guarantee.
(f) Authority of Agent. All performance guarantees
given under this Article that are signed by the Surety's agent must
be accompanied by a certified copy of that agent's authority to act
for the Surety at the time the bond is signed. The County must
approve in writing the Surety providing,. and the form and substance
of, all performance guarantees . The Contractor may satisfy the
obligations under this Article by providing performance guarantees
from one or more Sureties meeting the qualifications set forth in
this Article.
(g) Guarantee of Post-Closure Fund. The performance
guarantee shall guarantee performance of the Contractor's
obligations to contribute to a post-closure fund as set forth in
Section 6 . 8 , but may exclude guarantee of other closure and post-
closure obligations.
6 . 5 Alternate Transportation and Disposal Facilities.
(a) In the event the services required under this
Contract cannot for any reason be provided with the primary
Transportation and/or Disposal Facilities, or if the Contractor' s
Transportation and/or Disposal Facilities are inadequate or
unavailable to provide service under this Contract, the Contractor
shall provide in accordance with the alternate operations plan
required under Section 6 . 17 of the Contract alternate Facilities
that operate in compliance with the requirements of this Contract
and meet or exceed the requirements of all Applicable Laws. The
alternate Facilities required under this Section shall be
available for use on the day service is commenced under this
Contract. Except as otherwise expressly provided under this
Contract, the Contractor shall provide the alternate Facilities at
. no additional cost to the County .
85011012.01
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17
(b) The Contractor may, with prior written approval of
the County, use facilities, sites or processes different from the
primary or alternate Facilities to carry out the Contractor' s
obligations under this Contract. Except as expressly provided
otherwise in the Contract for the case of an Uncontrollable
Circumstance, the Contractor shall provide the alternate
Facilities at no additional cost to the County.
6 . 6 Permits Licenses , Royalties.
(a) The Contractor shall obtain, maintain and pay for,
at Contractor's sole expense, all permits required under any
Applicable Law for its acquisition, construction, installation and
operation of the Facilities and all other permits necessary to
fulfill all its obligations under this Contract. Without limiting
the generality of the foregoing, the Contractor shall, at its sole
expense, prepare any environmental impact statement required under
Applicable law. Within thirty days of receiving the notice of
award of the Contract from the County, the- Contractor shall, with
respect to the Facilities the Contractor then expects to use to
carry out its responsibilities under this Contract, provide to the
County a list of all permits required for the performance of its
obligations under this Contract designating the issuing agency and
the dates of issuance and expiration of those permits, a copy of
all current permits and the Contractor' s schedule for obtaining or
renewing all permits required during the Term of the Contract. As
Facilities are significantly changed, modified or replaced during
the term of this Contract, the Contractor shall provide copies of
new permits relevant to the acquisition, construction, installation
and operation of those facilities. To the extent permitted' by
Applicable Law, the County shall provide the Contractor with any
information or documents in its control that the Contractor
reasonably requests in order to obtain or maintain all required
permits. For purposes of this Section, the term "permits" means
any temporary and/or permanent . permits , approvals, licenses,
certificates, inspection fees, -surcharges and other approvals
required for the performance of the Project. -
(b) The Contractor shall be liable for all fines or
civil penalties that may be imposed by any regulatory agency for
Contractor-caused violations of permits, regulations or any other
Applicable Laws; the County shall not be liable for and shall not
reimburse Contractor for payment of those fines or civil penalties.
The Contractor reserves the right to contest in good faith any fine
in an administrative proceeding or in court prior to its payment.
Notwithstanding the foregoing, the County shall reimburse the
Contractor for all fines and penalties imposed and paid as a result
of the Transportation of Unacceptable Waste loaded into a Trailer
except for fines and penalties (i) incurred due to the negligence
of the Contractor, or ( ii) , related to any Unacceptable Waste
discovered, transported and/or disposed of in accordance with
Section 10 . 4 , or (iii) other Transportation of Unacceptable Waste
by Contractor or Contractor' s agent, employee, assignee or
95011012.01
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subcontractor, done with knowledge that Unacceptable Waste is being
transported.
(c) The Contractor shall pay all royalties, fees and
license payments, shall defend all suits and hold the County
harmless from any loss resulting therefrom in accordance with
Article 11.
6 . 7 Taxes and Fees . The Contractor shall be responsible and
liable for payment of all federal, state and local taxes and fees,
and surcharges of every form, that apply to any and all Persons,
property, income, equipment, materials, supplies, structures or
activities that are involved in the performance of the Contract,
including but not limited to, any income .taxes, real property,
excise, sales and use taxes and fees that arise in -connection with
the Contract; however, the Contractor shall not be responsible or
liable for payment of any tax or fee for which the County is
ordinarily responsible without regard to the services provided by
the Contractor under this Contract. The extent to which the
Contractor is permitted to adjust the Service Fee (s) for cost
increases in the rates of taxes, fees or surcharges, if at all, is
set forth in Articles 8 and 9 .
6 . 8 Closure and Post-Closure Fund.
(a) The Contractor shall be responsible for all closure
and post-closure costs relating to the Facilities. The Contractor
shall establish and maintain at its sole expense, or in the case of
use by the Contractor of a Disposal Facility not owned by the
Contractor, cause to be established and maintained, any closure and
post-closure trust fund now or hereafter required under any
Applicable Law.
(b) The Contractor shall use the money in the closure
and post-closure trust fund, including interest earnings thereon,
to guarantee proper closure of the Facilities used in connection
with this Contract and to provide for the mitigation of adverse
environmental effects of the Facilities . Money in the trust fund
shall be spent in accordance with Applicable Law. Unless
Applicable Law provides otherwise, the County's proportional
contribution to the trust fund after the Facilities have been
closed and all adverse environmental effects of the Facilities
mitigated, shall be paid to the County. For purposes of this
Section, "the County' s proportional contribution to the trust fund"
shall mean the fractional portion of total remaining funds
available for distribution which is equal to the fraction which
results from dividing the amount of funds contributed due to
Acceptable Waste and Asbestos delivered to the Facilities under
this Contract by the total amount of contributions to the fund due
to delivery of all other waste to the Facilities, regardless of its
source.
85011012.01
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6 . 9 Compliance With Law; Documentation; Confidential Business
Records.
(a) Contractor Compliance With Law; County Verification.
The Contractor, its officers, employees, agents and subcontractors
shall comply with all Applicable Laws and the requirements of this
Contract in performing its obligations under this Contract. The
County shall have the right and be given access to inspect copies
of all correspondence or any other documents sent to or received
from the Contractor or its subcontractors related to the
Contractor's compliance with any Applicable Law or the requirements
of this Contract.
(b) Confidential Business 'Records .
(1) The Contractor may designate documents as
confidential business records; documents reasonably designated as
such shall remain the exclusive property of the Contractor. For
purposes of this Section, "confidential business records" means all
trade secrets, proprietary plans, financial data and the ideas and
information contained therein, that Contractor makes available to
the County for purposes of this Contract.
(2) If documents are designated as confidential
business records, they shall be inspected by an independent
accountant or other third party designated by the County and
approved by the Contractor (which approval shall not be
unreasonably withheld) ; the third party selected shall determine
whether the documents are relevant to the Contractor' s compliance
with Applicable Law. If the - third party determines that the
documents are relevant, then the County may inspect the documents .
For documents that contain both relevant and irrelevant
information, the third party may delete any irrelevant information.
(3) The County shall not disclose to others
information designated by the Contractor as confidential business
records unless the County, on advice of legal counsel, reasonably
determines that the information concerned or any portion thereof is
subject to " disclosure under, Chapter 42 . 17 RCW or any other
Applicable Law. ' The Contractor recognizes and agrees that even if
the County determines that the information is properly withheld
from public disclosure, a court may order the disclosure of that
information; in such an event of disclosure, the County shall have
no liability to the Contractor for any loss resulting therefrom.
Notwithstanding the foregoing, the County may disclose all
information to employees, consultants, attorneys or other agents of
the County examining those documents for purposes of this Contract.
If required by law or a court order to disclose documents
designated as confidential business records , the County shall, to
the extent possible, notify the Contractor before that disclosure
occurs .
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(c) Applicability. All agreements between the
Contractor and Persons employed for this Contract shall contain
this Section's requirements . The requirements of this Section
shall survive the termination or expiration of the Contract. All
unresolved disputes arising under this Section shall be resolved by
arbitration under Article 17 .
6 . 10 Records; Monthly Report.. The Contractor shall keep
accurate records of all transactions connected with this Contract
including, but not limited to, all correspondence and invoices,
weigh tickets or receipts issued at the Transfer Station or the
Disposal Site. The Contractor shall at all times maintain an
accounting system that uses generally accepted accounting
principles consistently applied for all services rendered and
materials supplied, including additional and deleted work, in
connection with this Contract.
The Contractor shall provide to the County by the fifteenth
day of each month a report for the preceding month summarizing
routine and extraordinary activities during the prior month and
plans and schedules for future activities. The report shall
include, but not be limited to:
(a) The tonnage accepted by the Contractor from the
County at the Transfer Station;
(b) The condition of the Facilities;
(c) A report of all complaints submitted to the
Contractor as required by Section 6 . 11 and the Contractor's
response, if any;
(d) A summary of any extraordinary occurrences affecting
the Contractor's performance including but not limited to
occurrences affecting the Facilities;
(e) . Copies of the weigh tickets, invoices and/or
receipts for the month;
(f) Changes in the status and readiness of alternate
Facilities and emergency Facilities and/or associated plans;
(g) Documentation regarding Unacceptable Waste, if any,
gathered, produced and/or retained as required in Article 10 ;
(h) Statements documenting the amount deposited in the
closure and post-closure trust fund required under Section 6 . 8 ;
(i) A summary of the tonnage of and identification by
type of recyclable materials recovered, if any, from the Acceptable
Waste delivered to the Contractor and the amount of each material
sold or marketed that month.
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In addition to the monthly report required under this Section
6 . 10, Contractor shall provide to the County within thirty days of
the end of any year of operations under the Contract an annual
report summarizing and consolidating the information contained in
the monthly reports provided for the preceding year.
All records required to be maintained by the Contractor under
this Section shall be available for inspection by the County and
Washington State Auditor.
6 . 11 Accidents; Complaints .
(a) Accidents; Reporting. The Contractor shall be
financially liable and otherwise responsible for all injuries,
accidents and other mishaps associated with its operations that are
not caused by the negligence of the County. The Contractor shall
report by telephone or messenger any accidents resulting from the
performance of this Contract to the County as soon as practicable.
For purposes of this Section, "accident" shall include the death
of any person, any personal injury resulting in inpatient
hospitalization or outpatient treatment by a physician or damage 'to
any real or personal property exceeding $5, 000 . The Contractor
shall report in writing to the County within seven days of that
accident complete details of the accident including witness
statements .
(b) Response to Complaints ; Report. The Contractor
shall respond in a reasonable and courteous manner to complaints.-
charges and allegations related to Contractor' s performance under
the Contract within thirty days of receipt of that complaint,
charge or allegation, including but not limited to those complaints
made or actions brought by citizens, citizen groups and public
agencies. The Contractor shall deliver to the County as part of
the monthly report required under Section 6. 10 a report of all
complaints submitted that shall include but not be limited to the
name and address of the complainant,. the, substance of the complaint
including the activity or" service. at issue, the action, if any, the
Contractor has taken- to investigate or remedy the problem or an
explanation of why no action has been taken.
6 . 12 Payment of Subcontractors and Laborers . Unless a
reasonable dispute exists concerning payment, the Contractor shall
promptly pay all subcontractors, materialmen, suppliers or laborers
engaged for purposes of this Contract in accordance with the
contract or agreement between that Person and the Contractor.
6 . 13 Employment Discrimination. The Contractor shall not
discriminate against any employee or applicant for employment
because of race, religion, creed, color, sex, marital status,
sexual orientation, political ideology, ancestry, national origin
or the presence of any sensory, mental or physical handicap, unless
based upon a bona fide occupational qualification. The Contractor
shall take affirmative action to ensure that applicants are
85011012.01
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employed, and that employees are treated during employment, without
regard to their creed, religion, race, color, sex, marital status,
sexual orientation, political ideology, ancestry, national origin
or the presence of any sensory, mental or physical handicap, unless
based on a bona fide occupational qualification. The Contractor's
action under this Section shall include, but not be limited to the
following: employment, upgrading, demotion or transfer,
recruitment or recruitment advertising, layoff or termination,
rates of pay or other forms of compensation and selection for
training, including apprenticeship. The Contractor agrees to post
in conspicuous places, available to employees and other applicants
for employment, notices setting forth the provisions of this
non-discrimination Section.
6 . 14 Scheduling; Management; Quality of Performance. The
Contractor shall coordinate, schedule in an orderly manner and
manage all work done by Contractor's officers, employees,
subcontractors and agents under this Contract. The Contractor and
subcontractors shall perform every act- or service under this
Contract in a skillful and competent manner in accordance with the
highest standards of the solid waste transportation and disposal
industries . The Contractor shall be financially liable and
otherwise responsible to the County for any errors, deficiencies or
failures to perform under this Contract. All workers and
subcontractors shall be skilled in their trades. All operators
shall be licensed or otherwise qualified as required by law. The
Contractor shall furnish evidence of the skill and licenses of its
officers, employees, subcontractors, agents and operators on the
request of the County. The Contractor shall at all times enforce
strict discipline and good order among its employees and all
subcontractors.
6 . 15 Subsidiary Use of Facilities. The Contractor may use the
Transportation Facilities for its own purposes during the
transportation of empty Trailers from the Disposal Site to the
Transfer Station if used in accordance with all Applicable Laws.
If the Facilities are so used, the Contractor shall be solely
responsible for all losses, damages, costs, charges, expenses,
judgments or any liabilities whatsoever resulting from that use and
shall indemnify the County for any liability it incurs as a result
of that use. No County property shall be in any way used during
Contractor' s use of any Transportation Facility for Contractor's
own purposes.
6 . 16 Representations and Warranties of the Contractor. The
Contractor hereby makes the following representations and
warranties to and for the benefit of the County:
(a) The Contractor is duly organized and validly
existing as a corporation in good standing under the laws of the
State of Washington and it is duly qualified to do business in the
State of Washington.
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(b) The Contractor has full legal right, power and
authority to execute and deliver, and perform its obligations under
this Contract, and has duly authorized the execution and delivery
of this Contract by proper action of its Board of Directors. This
Contract has been duly executed and delivered by the Contractor in
accordance with the authorization of its Board of Directors and
constitutes a legal , valid and binding obligation of the Contractor
enforceable against the Contractor in accordance with its terms.
(c) ' Neither the execution or delivery by the Contractor
of this Contract, the performance by the Contractor of its
obligations hereunder, nor the fulfillment by the Contractor of the
terms and conditions hereof: (i) conflicts with, violates or
results in a breach of any Applicable Law; or (ii) conflicts with,
violates or results in a breach of any term or condition of any
judgment, order or decree of any court, administrative agency or
other governmental authority, or to the best of Contractor's
knowledge, any agreement or instrument, to which the Contractor is
a party or by which the Contractor or any of its properties or
assets are bound, or constitutes a default thereunder.
(d) No approval, authorization, license, permit, order
or consent of, or declaration, registration or filing with, any
governmental or administrative authority, commission, board, agency
or instrumentality is required for the valid execution and delivery
of this Contract by the Contractor, except such as has been duly
obtained or made or such as the Contractor has given the County
adequate assurance, in the County' s sole discretion, that it will
be obtained or made before the commencement of services by the
Contractor under this Contract.
(e) Unless otherwise approved by the County in writing,
as of the date the Contractor provides Waste Transportation and
Disposal services under this Contract there shall not be any
action, suit, proceeding or, to the best of the Contractor's
knowledge, investigation, at law or in equity, before or by any
court or governmental authority, commission, board, agency or
instrumentality pending or, to the best of the Contractor's
knowledge, threatened, against the Contractor, wherein an
unfavorable decision, ruling or finding, in any single case or in
the aggregate, would materially adversely affect the performance by
the Contractor of its obligations hereunder or in connection with
the transactions contemplated hereby, or which, in any way, would
adversely affect the validity or enforceability of this Contract or
any other agreement or instrument entered into by the Contractor in
connection with the transactions contemplated hereby.
(f) The Contractor holds , or is expressly licensed to
use, all patent rights, licenses and franchises necessary or
appropriate to construct, operate and maintain the Facilities
pursuant to and in accordance with the terms of the Contract.
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(g) There has been no material adverse change in the
Contractor's financial condition since the date of the financial
statement submitted by the Contractor to the County in response to
the County's request for bids.
6. 17 Alternate Operations Plan. Within thirty days of
execution of this Contract the Contractor shall submit to the
County for review and approval a complete and detailed alternate
operations plan for performing Contractor's obligations under this
Contract in the event any primary Disposal Site and/or
Transportation facility for any reason becomes inadequate to
satisfy the requirements of the Contract and for operating the
alternate Facilities provided pursuant to the Contract. The
alternate operations plan shall be updated and submitted for County
approval on an annual basis. This plan shall be of sufficient
detail to satisfy the County that the Contractor is able to
maintain operations in the event that Uncontrollable Circumstances
prevent the use of the primary system or if for any other reason
the Contractor is unable to accept, Transport and Dispose of
Acceptable Waste using the primary Facilities pursuant to this
Contract. The plan shall include but not be limited to:
(a) An inventory of designated alternate transportation
and disposal Facilities;
(b) A list of personnel and financial and technical
resources to implement the plan;
(c) A mobilization plan for each component of the
alternate operations system;
(d) Copies of any current operating Permits for
alternate Facilities and a schedule for receiving pending Permits.
(e) A copy of the Alternate Disposal Site Agreement
for each alternate Disposal Site designated in the plan.
If no changes have occurred since the last plan was submitted that
affect any part of the alternate operations systems, a report
stating that fact and signed by the Contractor's Representative is
sufficient to satisfy the annual alternate operations plan update
required under this Section. The County' s failure to object to the
plan . is not and shall not be construed as a limitation on
Contractor' s obligation to accept, Transport and Dispose of
Acceptable Waste in accordance with all Applicable Laws and the
requirements of the Contract.
6 . 18 Emergency Operations Plan. Wihtin thirty days of
execution of this Contract the Contractor shall submit to the
County . for its approval a comprehensive emergency operations plan
designed to mitigate and correct hazards that may arise due to
accidents or disruption of the Transportation and Disposal of
Acceptable Waste under this Contract, including but not limited to:
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damage to property, the interruption of traffic along
Transportation routes, release of hazardous or dangerous materials
and the release of any Acceptable Waste. The emergency operations
plan shall be updated and submitted for county approval on an
annual basis.
The emergency plan shall include:
(a) Procedures and a schedule for notifying the County
and the appropriate federal, State or local authorities of
emergency conditions;
(b) The identity of a Representative of the Contractor,
telephone number and other means by which that Representative may
be reached twenty-four hours of every day;
(c) A description of the actions that the Contractor's
operating personnel shall take in response to the emergency
conditions; and
(d) Evidence acceptable to the County of the existence
of a plan setting forth the services that will be rendered by each
local emergency response agency in the event of an emergency.
If no changes have. occurred since the last plan was submitted
that affect any part of the emergency plan, a report stating that
fact and signed by the Contractor' s Representative is sufficient to
satisfy the annual emergency plan update required under this
Section. The emergency plan does not diminish the Contractor's
responsibility to comply with all Applicable Laws for Transporting,
Disposing and otherwise handling all waste in the event of an
emergency. The County' s failure to object to the plan is not and
shall not be construed as a limitation on Contractor' s obligation
to comply with all the requirements of this Contract including,
without limitation, the acceptance, Transportation and Disposal of
Acceptable Waste.
ARTICLE 7
County Responsibilities , Representations and
Warranties
7 : 1 General . The County's responsibilities under this
Contract include but are not limited to:
(a) Payment of a Service Fee to the Contractor in
accordance with Article 8 ;
(b) Ownership and/or operation of one or, in the
County' s sole discretion, more Transfer Stations;
95011012.01
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(c) Delivery of Acceptable Waste to the Contractor,
either top-loaded or preload compacted and ejected into Trailers in
accordance with the Specifications;
(d) Provide, operate and maintain all facilities
necessary for operation of the Transfer Station including scales,
compaction equipment and yard tractors.
7 . 2 Waste Flow; Flow Control . All Other Counties, if any,
shall, and the County shall:
(a) Enact and maintain in force and effect and use
reasonable efforts to enforce applicable ordinances to require all
Acceptable Waste (not including waste diverted by legal
self-disposal, reuse, recycling or composting, Household Hazardous
Waste, construction and demolition waste, wood waste, ) to be
delivered to the Transfer Station or other designated facilities.
(b) Use their best efforts to enter into, maintain and
enforce an agreement or agreements with the Cities under which the
Cities will grant the Other Counties and Mason County authority to
designate Disposal Sites for waste collected in those Cities and
will agree to enact and enforce appropriate laws to carry out the
requirements of this Section with regard to such Acceptable Waste
originating within the Cities .
7 . 3 Payment; Estimates . As long as the Contractor's
Facilities are operationally available to accept, Transport and
Dispose of Acceptable Waste in a quantity commensurate with the
amount of Acceptable Waste delivered to the Contractor pursuant to
this Contract during the Term of this Contract, the Contractor is
providing the Transportation and Disposal services in accordance
with the requirements of this Contract and the Contractor is
otherwise materially in compliance with the terms of this Contract,
the County shall pay .the Contractor a Service Fee in accordance
with Article 8 .
7 . 4 Cooperation with Contractor. The County shall use
reasonable efforts to cooperate with the Contractor and to respond
to the Contractor's reasonable requests for information and
assistance, consistent with the provisions of this Contract.
However, it is not the County' s responsibility to notify the
Contractor when to begin, cease or resume the Project, except for
notice to commence service as set out in paragraph 6 . 2 hereof, nor
to give early notice of rejection of faulty work, nor in any way to
supervise the Project so as to relieve the Contractor of any
liability, responsibility or consequence for neglect, negligence,
carelessness, substandard or defective work, or for the use of
substandard or defective materials or equipment, by the Contractor,
its officers, employees, subcontractors or agents . The County does
not assume any liability as a result of inspections conducted of
the Project and instructions , directions or suggestions given by
the inspector shall not relieve the Contractor of any
8501101101
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responsibility or liability associated with Contractor's
operations.
7 . 5 Disputes. All disputes under this Article shall be
resolved in accordance with Article 17 .
7 . 6 Access to Transfer Station; Days and Hours of Operation.
Except for the occurrence of an Uncontrollable Circumstance that
requires the closure of the Transfer Station, the Contractor shall
have access to the Transfer Station for purposes of this Contract
between 6 : 00 a.m. and 12 : 00 a.m. (midnight) , daily. The County in
its sole discretion may adjust the operating hours and days of
operation per year of the Transfer Station. If the County adjusts
the daily operating hours of any Transfer Station greater than one
hour, except for hour adjustments or day closures on general Mason
County holidays or on the occurrence of Uncontrollable
Circumstances, the County shall reimburse the Contractor for all
reasonable actual cost increases incurred by the Contractor (which
must be substantiated to the County's reasonable satisfaction) ,
excluding any increases in Transportation costs resulting from use
of alternative transportation routes.
7 . 7 Location of Transfer Station. The notice to proceed
provided to the Contractor pursuant to Section 6 . 2 shall specify
the location of the Transfer Station. Upon givking the Contractor
90 days notice, the County receiving waste Transport and Disposal
services may change the location of the Transfer Station. In the
event any designated Transfer Station is greater than ten miles
from the city limits of Shelton (as of 3-1-92) then the Contractor
shall be compensated per Section 8 . 2 for actual costs in excess of
those which would be incurred if the specified distance standard
had been met.
7 . 8 Delay of Services. If, after giving the Contractor
notice to proceed with services under this Contract, the County
delays the date the Contractor first accepts waste under this
Contract, the County sha13 pay liquidated damages to the Contractor
in the amount of $500 per working day.
7 . 9 Representations and Warranties of County. The County
hereby makes the following representations and warranties to and
for the benefit of the Contractor:
(a) The County is a political subdivision of the State
of Washington, with full legal right, power and authority to enter
into and perform its obligations under this Contract.
(b) The County has duly authorized the execution and
delivery of this Contract and this Contract has been duly executed
and delivered by it and constitutes a legal, valid and binding
obligation of the County enforceable against the County in
accordance with its terms.
95011012.01
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(c) Neither the execution and delivery by the County of
this Contract, the County's performance of its obligations
hereunder nor its fulfillment of the terms or conditions hereof:
(i) conflicts with, violates or results in a breach of any
Applicable Law; (ii) conflicts with, violates or results in a
breach of any term or condition of any judgment, order or decree of
any court, administrative agency or other governmental authority,
or to the best of the County's knowledge, any agreement or
instrument to which the County is a party or by which the County or
any of its properties or assets are bound, or constitutes a default
thereunder.
(d) No approval, authorization, license, permit, order
or consent of, or declaration, registration or filing with, any
governmental or administrative authority, commission, board, agency
or instrumentality is required for the valid execution and delivery
by the County of this Contract except those that have been duly
obtained or made.
(e) There is no action, suit, proceeding or, to the best
of the County's knowledge, investigation, at law or in equity,
before or by any court or governmental or administrative authority,
commission, board, agency or instrumentality pending or, to the
best of the County' s knowledge, threatened, against the County,
wherein an unfavorable decision, ruling or finding, in any single
case or in the aggregate, would materially adversely affect the
performance of the County's obligations hereunder or in connection
with the other transactions contemplated hereby or which, in any
way, would adversely affect the validity or enforceability of this
Contract or any agreement or instrument entered into by the County
in connection with the transactions contemplated herein.
ARTICLE 8
Service Fee and Contractor Compensation
8 . 1 Calculation of Service Fee.
(a) Service Fee. Subject to Section 7 . 3 and any
adjustments and offsets to which the County is entitled under the
Contract, the County shall pay to the Contractor for the
Contractor's performance of its obligations under this Contract, a
Service Fee calculated by:
(i) adjusting the base unit prices specified in
Section 8 . 1 (c) for changes in the CPI , as outlined in
Sections 8 . 1 (b) and (d) to arrive at the per Trailer price for
Transport and the applicable per ton prices for Disposal;
(ii) multiplying the number of Trailers delivered
to the Contractor under this Contract at the Transfer Station
during the billing period by the applicable per Trailer price and
29
(iii) multiplying the tonnage of Acceptable Waste
Disposed of by the Contractor under this Contract during the
billing period by the applicable per ton price;
(iv) multiplying the tonnage of Asbestos delivered
by County employees or subcontractors to . the Disposal site which
were Disposed of during the billing period by the applicable per
ton (or minimum) price;
(v) adding the sums calculated under (ii) , (iii)
and (iv) above; and
(vi) adding or subtracting any other increases or
decreases in the Service Fee as provided in Sections 8 . 2 , 8 . 3 , and
8 . 4 .
(b) Applicable Unit Prices. For Transportation and
Disposal Service provided prior to January 1, 1994 , the base unit
prices stated in Section 8 . 1 (c) shall be used to calculate the
Service Fee. For Transportation and Disposal Services provided on
or after January 1, 1994, the base unit prices shall be adjusted
for changes in the CPI as provided in Section 8 . 1 (d) and the
adjusted base unit prices shall be used in calculating the Service
Fee.
(c) Base Unit Prices. The Base Unit Price for Disposal
is $18 . 21 per ton. The Base Unit Prices for Transportation shall
be as set forth in Bid Form 2 , Bid Option 3 (BUP Schedule) , which
is attached hereto as Exhibit D, and incorporated herein by this
reference as if set forth in full. For Transportion, the
applicable section of the BUP Schedule shall be determined
according to the Trailer type used during the billing period. For
example, if the County uses open-top Trailers Trailers, section
II (1) of the BUP Schedule would be used to determine the Base Unit
Price for Transportation.
CPI Adjustment to Base Unit Prices.
(1) Annual CPI Adjustment of Base Unit Prices . Base
unit prices shall be adjusted annually on January ist of each year
commencing January 1, 1994 , based on the percentage change in the
Consumer Price Index in accordance with the following formula:
'AUP = BUP x (1 +( ( (CPIy/CPIo) -1) x Zx) )
AUP = adjusted unit price
BUP = base unit price
CPIy = first half CPI for year y where y = the year
preceding the year in which the adjustment will first take
effect, e.g. , y = 1993 for the first annual CPI adjustment to
become effective January 1 , 1994
CPIo = first half CPI for 1992
30
Zx = price escalation adjustment for base unit price in
percent which shall be as follows:
Transport 50%
Disposal 85%
(2) Corrections/Revisions to CPI . In the event of
a correction to a CPIy by the United States Department of Labor,
Bureau of Labor Statistics, the adjusted unit prices shall be
recalculated using the corrected CPIy; however, there will be no
recalculation of adjusted unit prices for corrections to CPIy that
occur after the period during which the adjusted component charge
is in effect. The difference between the payments calculated on
the basis of CPIy and the payments calculated on the basis of the
corrected CPIy shall be reimbursed to the appropriate party as
follows:
1. If CPIy is increased, the County shall pay the Contractor
the difference in twelve equal monthly installments; or
2 . If CPIy is decreased, the County shall deduct the
difference in equal monthly amounts from Payments made to
the Contractor during the next twelve months .
In the event the standard reference base period of the CPI is
changed, the annual adjustment shall reflect the new base period in
the first calendar year the new base period is available. Any
unresolved dispute regarding any other change in the definition or
calculation of the CPI that materially affects the Service Fee
under this Article shall be resolved by arbitration in accordance
with Article 17 of the Contract.
8.. 2 Service Fee Increases.
(a) Acceptable Increases . After receiving a request
from Contractor to do so (which request shall be substantiated to
the County' s reasonable satisfaction in accordance with this
Section) the County shall increase the Service Fee by one hundred
percent of the Contractor' s reasonable actual increased costs of
performing the Project due to the events described below:
(1) Uncontrollable Circumstances . The Service Fee
shall be increased to remedy Uncontrollable Circumstances only to
the extent permitted under Article 9 .
(2) Change in Certain Laws . The Service Fee shall
be increased to reflect the reasonable actual cost of Contractor' s
compliance with a Change in Law.
(3) Additional Work. The Service Fee may be
increased for additional work performed in accordance with
Article 15 .
31
(4) Transfer Station Location. The Service Fee
shall be increased pursuant to Section 7 . 7 in the event the
Transfer Station is located outside of the area specified in that
Section.
(b) General Conditions and Limitations on Service Fee
Increases. The County shall increase the Service Fee under Section
8 . 2 (a) (1) and (2) only for costs incurred that are the least costly
means of remedying the effects of an Uncontrollable Circumstance in
accordance with Article 9 or for ensuring full compliance with a
relevant Change in Law including changes in fees or surcharges and,
in accordance with Article 15, for additional work. No Service Fee
increase shall be allowed for any cost increases that are in any
way attributable to conditions, structures, operations or
activities at the Facilities caused by the Contractor or ' its
subcontractors, employees, agents , or servants or are otherwise
within Contractor's control. The Contractor must fully
demonstrate, document and substantiate the need for the requested
Service Fee increase to the County' s satisfaction and approval as
a condition precedent to the Contractor's right to the Service Fee
increase under this Section.
(c) Cancellation of Service Fee Increases . On the
County' s request, Contractor shall immediately provide the County
with all documents, information or other evidence in the
Contractor's possession or control that the County requests to
determine whether there is a continuing need for the Service Fee
increase. In the event the County determines that a Service Fee
increase under this Section is no longer necessary, the County may
cancel that Service Fee increase upon thirty days' notice to the
Contractor. If the Contractor objects to that cancellation within
that thirty-day period, the matter shall be resolved by arbitration
in accordance with Article 17 . Until that resolution, the Service
Fee shall not be reduced; however, the Contractor shall deposit the
disputed portion of the Service Fee into an interest bearing
account acceptable to the County until the matter is resolved and
the amount on deposit isfawarded or allocated to the parties. The
Contractor shall at all times' keep . the County informed as to
whether any Service Fee ,increase remains necessary.
8 . 3 Service Fee Decreases.
(a) Acceptable Reductions ; Notice. Subject to the
provisions of this Article, the County shall reduce the Service Fee
one hundred percent of the reduced costs of Contractor' s
performance under the Contract if the reduced costs are
attributable to a condition or event for which Contractor ' is
entitled to reimbursement of increased costs under this Article.
The County shall serve the Contractor with notice and explanation
of the County' s request that the Service Fee be reduced. Within
thirty days of service of that notice, the Contractor shall respond
in writing to the County. The written response shall state whether
or not the Contractor believes that any reduction in the Service
Fee is justified and shall itemize the reduction in cost of
performing the Contract. The Contractor shall fully document and
32
otherwise support its response to the County's notice under this
Section. In the event the County and Contractor are unable to
agree on whether a reduced Service Fee is appropriate, the matter
shall be resolved by arbitration in accordance with Article 17 .
During that resolution the Service Fee shall not be reduced;
however, the Contractor shall deposit the disputed portion of the
Service Fee into an interest-bearing account acceptable to the
County until the matter is resolved and the amount on deposit is
awarded to or allocated to the parties .
Upon petition of the Contractor, the County may at any time
cancel reductions made under this Section if the County determines
that the need for the reduction has expired or that a reduction was
made in error. The Contractor shall at all times keep the County
informed as to when any reduction due to change in law is
appropriate and when any reduction is no longer appropriate.
8 . 4 Other Service Fee Adjustments or Charges .
(a) Alternate Facilities . The County may adjust the
applicable Service Fee to reflect the cost of handling waste at
alternate Facilities due to the occurrence of an Uncontrollable
Circumstance in accordance with Section 9 . 3 (c) of the Contract, or
at a Washington Disposal Site or alternate Facility in accordance
with Article 13 of the Contract. If the County chooses to require
that waste transported on behalf of Mason County be disposed of at
a Washington Disposal Site, the County shall adjust the Service Fee
to reflect reasonable adjustments in the Contractor' s costs of
Transportation to and Disposal at the Washington Disposal Site
(b) Liens. The County may deduct from the Service Fee
due the Contractor under Article 8 of this Contract the amount
necessary to pay any lien filed against any one or more of the
Facilities (including any real or personal property) required to
fully perform the Contract including without limitation any federal
or State tax lien, creditor's lien, mechanics or materialmens lien,
and the County may pay any such lien.
(c) Unacceptable Waste. The County shall reimburse the
Contractor in accordance with Section 10 . 4 for the cost of testing,
inspecting, handling and/or Disposing of Unacceptable Waste.
(d) Asbestos Delivered to Disposal Site. The Contractor
shall be compensated for all Asbestos delivered to Contractor's
Disposal Site by any County employee, subcontractor or resident
during normal operation hours. Such compensation shall be paid by
the County as a part of the Service Fee per Section 8 . 1 for
deliveries by its employees or subcontractors. Mason County
residents shall be charged the fee specified in this Article at the
time of delivery to Contractor' s Disposal Site.
(e) Mutually Agreed Adjustments . Nothing in this
Section prohibits nor shall it be construed to prohibit the
adjustment of the Service Fee or any other payment or fee at any
time by mutual consent of the Parties, to reflect changes in load
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weights, equipment, routes or for any other reason mutually agreed
upon.
(f) Insurance. The Contractor shall reduce the Service
Fee by an amount sufficient to reimburse the County for any
insurance obtained by the County in accordance with Section 12 . 2 of
the Contract.
(g) Additional Work. The Service Fee may, subject to
the County's prior written approval, be increased for additional
work or services performed in accordance with Article 15 of the
Contract by an amount equal to the Contractor's actual reasonable
cost of performing that work or services plus ten percent of those
costs.
8 . 5 Payment.
(a) Invoice. : The Contractor shall provide to the County
by the fifteenth day of each . month an invoice in a format
acceptable to the County and accompanied by supporting
documentation as required by the County for services performed by
the Contractor under this Contract in the preceding month. The
County shall pay the Contractor by check, draft or warrant for the
previous month's service within forty-five days of receiving the
invoice. If any amount is disputed, the County may withhold
payment .of that disputed amount until the dispute is settled in
accordance with Section 8 .5 (b) and Article 17 .
(b) Disputes. All unresolved disputes concerning the
calculation of or adjustment to payments based on Service Fees or
Service Fee components shall be resolved by arbitration in
accordance with Article 17 . However, the undisputed portion ..of the
adjustment shall be made effective promptly; further adjustment
shall be made effective on the resolution of the dispute under
Article 17 . In addition to any portion of the -disputed adjustment
ultimately awarded, the arbitrator (s) may also award to the
Contractor interest on ithe disputed amount from the date the
Service Fee component or payment adjustment was effective. The
interest rate shall be determined by the arbitrator(s) and interest
award paid within a period determined by the arbitrator (s) , but in
no event later than twelve months from the effective date of the
Service Fee component or payment adjustment. The interest award
may be made by means of a further increase or decrease in the
payment made to the Contractor.
ARTICLE 9
Allocation of Risk; Uncontrollable Circumstances
9 . 1 Contractor Reliance. The Contractor warrants that prior
to submitting its response to the request for bids, it has examined
carefully and acquainted itself with the Contract, the Project, the
Facilities , the difficulties that may be encountering in performing
the Project, including without limitation, local periodic frost,
34
flooding and other weather conditions, all Applicable Laws and any
and all other matters necessary to the performance of this
Contract.
9 . 2 County Disclaimer. The County does not warrant or admit
the correctness of any investigation, interpretation, deduction or
conclusion by the Contractor relative to the request for bids for
solid waste export services issued by Lewis and Grays Harbor
Counties in connection with this Contract or to the condition or
conditions of the Transfer Station or other Facilities. The
Contractor has made and shall make its own deductions and
conclusions as to any and all problems that may arise from facility
site conditions and shall accept full legal responsibility and
liability for those conditions.
9 . 3 Uncontrollable Circumstances.
(a) Uncontrollable Circumstances Limited. The
Contractor' s obligations to provide Transport and Disposal services
under this Contract and the County's obligation to pay Service Fees
under the Contract are subject to Uncontrollable Circumstances that
may necessarily and unavoidably prevent or substantially increase
the cost of Contractor's performance of the Project or County's
performance of its obligations hereunder. No other events shall
excuse nonperformance of the obligations of the parties.
(b) Notification; Reconstruction; Service Fee Increases.
As soon as possible after the occurrence of an Uncontrollable
Circumstance, but in no event later than forty-eight hours
following the time the .knowledgeable party becomes aware of the
Uncontrollable Circumstance, such party shall notify the other of
the event. If the occurrence of the Uncontrollable Circumstance
damages, destroys or otherwise incapacitates any of the Facilities,
the Contractor shall, at the earliest practicable time, activate
the alternate operation plan prepared in accordance with the
Contract for correcting, repairing or reconstructing the affected
Facilities . If the Uncontrollable Circumstance or the damage to
the Facilities is not provided for in that plan, the Contractor
shall submit to the County as soon as practicable a plan for
correcting, repairing, replacing or reconstructing the affected
Facilities . In either event, the County at its sole discretion may
require the Contractor to replace, repair or reconstruct the
Facilities. If the County directs the. Contractor in writing to so
act, the County shall increase Service Fees in accordance with
Section 8 . 2 (a) by one hundred percent of the Contractor' s
reasonable actual increased costs of correcting, repairing or
reconstructing the affected Facilities net of insurance proceeds or
any other recoveries obtained by the Contractor, which costs must
be documented and substantiated to the reasonable satisfaction of
the County.
(c) obligation to Provide Alternate Facilities . If the
Contractor on the occurrence of an Uncontrollable Circumstance,
cannot or fails to provide services under this Contract with the
primary Facilities, the Contractor shall make available to the
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County alternate Transport and/or Disposal Facilities as
applicable, and pursuant to the alternate operations plan
identified in Section 6 . 17 . The County shall increase the Service
Fee by one hundred percent of the Contractor's reasonable actual
increased costs of providing these Facilities (net of any insurance
proceeds or other recoveries received by the Contractor as a result
of the Uncontrollable Circumstance) , plus ten percent of those net
increased costs. The Contractor shall not receive a Service Fee
increase or any other additional compensation for the use of
alternative Facilities unless that use is necessitated by the
occurrence of an Uncontrollable Circumstance.
(d) Termination of Contract Due to Uncontrollable
Circumstances . Upon the occurrence of an Uncontrollable
Circumstance after the date the Contractor commences Transportation
and Disposal services under this Contract, the County shall
calculate any increase in the Service Fee as a result of that
event. The County shall compare the Service Fee as increased by a
result of that event to the Service Fee which would have been in
effect if that event had not occurred. The comparison shall be
computed on a per month basis after adjustment for other increases
provided for in Article 7 and in Article 8 . For purposes of this
Section the County shall take into account the aggregate of any
increases in the Service Fee - occurring after the date
Transportation and Disposal services commence under this Contract.
The County may, at its option, terminate this Contract
effective thirty days after the County gives the Contractor written
notice of termination upon the occurrence of any Uncontrollable
Circumstance which:
(1) Prevents the Contractor from Transporting and
Disposing of Acceptable Waste for a period of one hundred twenty
consecutive days or one hundred twenty days (whether or not
consecutive) out of any one hundred eighty-day period; or
(2) If the cumulative increase in the Service Fee
as a result of any and all Uncontrollable Circumstances is greater
than twenty-five percent (25%) , excluding all adjustments to the
Service Fee otherwise authorized by this Contract (including
without limitation CPI adjustments) ; or
(3) If the Uncontrollable Circumstance and its
expected effect on any one or more of the Facilities would prevent
operation of the Facilities at least at seventy-five percent of the
normal operational standard for eighteen months or more.
Notwithstanding anything to the contrary in this Section, if
the County provides the Contractor with written notice of its
intention to terminate this Contract pursuant to (d) (2) , above,
then, if the Contractor elects to forego that portion of the
increase that causes the Service Fee to increase more than
twenty-five percent, the County' s right of termination may not be
exercised .
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(e) Disputes. Unresolved disputes concerning the
calculation of the cost of remedying the effects of an
Uncontrollable Circumstance shall be resolved by arbitration in
accordance with Article 17 .
9 . 4 Insurable Uncontrollable Circumstances. If any of the
Facilities are damaged or destroyed due to explosion, floods, fire,
or other events for which the Contractor is obligated to carry
insurance, the Contractor shall act diligently to promptly collect
and apply insurance proceeds to the correction or reconstruction of
those Facilities.
ARTICLE 10
Ownership; Inspection of Waste; Unacceptable Waste
10 . 1 Ownership. Subject to the limitations and conditions of
this Article, title to waste that is loaded into a Trailer shall
pass to the Contractor in accordance with the Specifications at the
Transfer Station as soon as the Contractor accepts that waste but
in no event later than the moment the Trailer is removed from the
boundaries of the Transfer Station. The Contractor shall have the
right to recycle or reuse any waste to which it receives title
under this Contract and to retain any payments it receives for the
sale of recycled or reused materials.
10 . 2 Transfer Station Inspection Program. The County shall
establish and maintain a program of operating and monitoring
procedures for the Transfer Station reasonably calculated to
prevent the loading of Unacceptable Waste into Trailers. Transfer
Station operators shall be instructed and trained to implement the
program.
10 . 3 Waste Inspection at Disposal Site; Handling of Suspected
Unacceptable Waste
(a) The parties recognize that title to Unacceptable
Waste may pass to the Contractor in accordance with Section 10 . 1.
In that event, Contractor shall take immediate action to minimize
any environmental damage that may be caused by the delivery of
Unacceptable Waste to the Facilities and dispose of that
Unacceptable waste in accordance with all Applicable Laws.
Contractor shall be reimbursed by the County for handling and
disposing of Unacceptable Waste in accordance with Section 10 . 4 (b) .
(b) Contractor shall make reasonable efforts to reject
all Trailers that Contractor knows or has reason to know contain
Unacceptable Waste. If despite Contractor' s efforts, Unacceptable
Waste is delivered to the Disposal Site, Contractor shall
immediately notify the Washington State Department of Ecology
("Ecology") (or all agencies with equivalent authority when the
Disposal Site is located outside of Washington) and the County.
The Contractor shall take all steps possible to assist Ecology (or
equivalent agency) and the County in determining the source of the
37
Unacceptable Waste and the person or persons who delivered the
materials and any person or persons who caused, allowed or
facilitated that delivery. Subject to the approval of Ecology,
Contractor shall take all measures necessary to remove Unacceptable
Waste from the Facilities and dispose of Unacceptable Waste in a
manner consistent with Applicable Law. In the event Unacceptable
Waste is delivered to the Facilities despite Contractor's best
efforts to reject that waste in accordance with this Section 10 . 3 ,
Contractor shall pay all costs of any investigation, clean-up,
disposal and remediation of the Facilities, or any other property,
as necessary, and may seek reimbursement from the County for those
costs in accordance with Section 10 . 4 . Nothing in this Contract
shall create any liability of the County or Contractor to any third
party for the failure to detect Unacceptable Waste.
(c) The Contractor may inspect the contents of all
Trailers delivered to the Disposal Site under this Contract. The
County may be present to observe any inspection conducted under
this Article and may at its sole discretion and cost inspect any
waste delivered to the Disposal Site under this Contract. If the
Contractor discovers Unacceptable Waste or waste that the
Contractor suspects is Unacceptable Waste in a Trailer the
Contractor shall:
(1) orally notify the County of the discovery of
the suspected or actual Unacceptable Waste within one hour of that
discovery, unless that discovery occurs after 4 p.m. in which event
notification shall be given to the County the next business day.
(2) gather, preserve, maintain and make available
to the County all evidence demonstrating that the Unacceptable
Waste was delivered to the Contractor pursuant to this Contract
including without limitation the time the Trailer was accepted by
the -Contractor at the Transfer Station, the transportation route
and schedule of the transportation of the Trailer to the Disposal
Site, the time the Trailer was delivered to the Disposal Site, any
photographs of the Unacceptable Waste -or Trailer or otherwise that
might establish .that .the waste is Unacceptable Waste and/or was
delivered pursuant to this Contract, samples of Acceptable Waste
from the Trailer that may demonstrate that the Trailer was
delivered to the Disposal Site under this Contract and/or may
demonstrate the origin of the Unacceptable Waste, laboratory
results (if any) , any statements or documentation provided by
federal, state or local authorities regarding the character of the
waste and any other material or documentation the County reasonably
believes is relevant;
(3) test or arrange to have tested at the
Contractor' s own expense the waste to ascertain whether that waste
is Unacceptable Waste;
(4) permit the County to inspect that Unacceptable
Waste within seventy-two hours of notice by the Contractor to the
County of the existence of that Unacceptable Waste, test the
Unacceptable Waste within a reasonable period of time and examine
38
all other evidence gathered by the Contractor under Section 10 . 3
(b) , above, at any time after the discovery of that Unacceptable
Waste; for purposes of any inspection conducted pursuant to this
Section, the County shall have unrestricted access to the Disposal
Site and/or any other site or facility at which the Unacceptable
Waste is located; and
(5) dispose of the Unacceptable Waste and seek
reimbursement from the County for the actual reasonable cost of
that disposal in accordance with Section 10. 4 .
10. 4 Liability for Testing, Inspecting Handling and/or
.Disposing of Unacceptable Waste.
(a) Absence of Unacceptable Waste. If, after inspecting
and/or testing the waste the County discovers no Unacceptable
Waste, or discovers that the Unacceptable Waste was not delivered
to the Disposal Site under this Contract, the Contractor shall
dispose of that waste at no additional cost to the County and shall
reimburse the County for the County's costs, if any, of inspecting
and/or testing that waste including but not limited to laboratory
fees, transportation and handling costs and the inspector's food,
transportation, lodging and labor costs.
(b) Procedures After Unacceptable Waste Discovered_.
Notwithstanding the transfer of ownership of Unacceptable Waste
under Section 10 . 1, if Unacceptable Waste is discovered at the
Disposal Site, and there is proof satisfactory to the County
(acting reasonably) that the Unacceptable Waste was delivered to
the Disposal Site under this Contract, and the Contractor complies
with all the requirements of this Article, the County shall pay or
reimburse the Contractor for the actual reasonable cost of the
inspection, testing, identification, handling and disposal of that
Unacceptable Waste, subject to the limitations and conditions of
this Article. Payment or reimbursement by the County will only be
made if the Contractor:
(1) complies with the requirements of this Article
including but not limited to subsections 10 . 3 (a) through (c) ,
above;
(2) assists the County to the extent possible in
ascertaining the Person previously owning or responsible for the
delivery of the Unacceptable Waste to the Transfer Station; and
(3) documents its actual costs, the reasonableness
of those costs and that the costs represent the least costly method
of inspecting, testing, identifying, handling and/or disposing of
the Unacceptable Waste in compliance with Applicable Law.
(c) Payments to Contractor. Any payment or
reimbursement made by the County to the Contractor under this
Section shall be paid in four consecutive quarterly installments or
a single lump sum payment at the County' s sole discretion. The
first installment or the lump sum payment shall be paid on the
39
fifteenth day of January, April, July or October, whichever date
first occurs thirty days after the Unacceptable Waste was
discovered at the Disposal Site pursuant to this Article. The
County shall also pay to the Contractor interest accruing on any
payment due under this Article from the date the costs are incurred
to handle and Dispose of the Unacceptable Waste to the date payment
for that handling and Disposal is made. Any unresolved disputes
arising under this Article relating to the Contractor's actual
reasonable costs shall be resolved by arbitration in accordance
with Article 17 .
10 . 5 Notice of Change in Law--Unacceptable Waste. In the
event Contractor Disposes of waste under this Contract at a
Disposal Site located outside of the State of Washington,
Contractor shall provide the County with notice of any change in
the law of such state which regulates the type of materials which
may lawfully be transported to, and/or Disposed of at such Disposal
Site, within 48 hours of receipt by Contractor of knowledge of such
change.
ARTICLE 11
Indemnification
11. 1 Contractor's Indemnification of County.
(a) Subject only to the limitations expressly set forth
in this Article, the Contractor covenants and- agrees that, to the
maximum extent permitted by Applicable Law, it will indemnify the
County and hold the County harmless from any and all liabilities,
actions, damages, claims, demands, judgments, losses, costs,
expenses, suits and actions, including but not limited to
attorneys ' fees and expenses at trial and on appeal, relating to or
resulting from:
(1) :any iinjury to or death of any person or
persons, or loss of or damage to property caused or alleged to be
caused by the Contractor or any of its officers, agents,
employees, subcontractors (or any officer, agent or employee of any
subcontractor) , or any person under the control of or alleged to
be under the control of or acting at the direction of the
Contractor or any subcontractor, arising in connection with or as
a result of:
(A) this Contract;
(B) the performance by the Contractor of its
obligations hereunder;
(C) the use or operation of the Facilities by
the Contractor; or
(D) the condition of the Facilities or the
Disposal Site under the management of the
40
Contractor between the execution of this
Contract and the termination of the
Contract;
(2) any breach of any express or implied warranty
arising in connection with any sale of the Facilities to a third
party;
(3) any condition of the Facilities, now existing
or arising during the Term of this Contract, relating to hazardous
or toxic substances or any other condition that is adverse to the
public health and/or environmental impact of the Facilities, now
existing or arising during the Term of this Contract which, under
any Applicable Law in appropriate administrative or judicial
proceedings, is determined to be unsafe or adverse to the public
health or the environment; or
(4) an actual or allegation of infringement,
violation or conversion of any patent, license, proprietary right,
trade secret or other similar interest, in connection with the
operation of the Facilities by the Contractor or the design,
technology, processes, machinery or equipment used at the
Facilities by the Contractor.
(b) Notwithstanding anything express or implied herein
to the contrary and in addition to the indemnity and hold harmless
agreements of the Contractor set forth above but without regard to
any express or implied limits on the Contractor' s indemnity and
hold harmless agreement as set forth above, the Contractor shall
indemnify the County against and hold the County harmless from any
and all penalties, fines and charges of any federal, state or local
government having jurisdiction over the Facilities, or operations
at the Facilities, and any and all liabilities, actions, damages,
claims, demands, judgments, losses, costs, expense, suits and
actions, including but not limited to attorneys' fees and expenses
at trial and on appeal arising from any violation or alleged
violation of any Applicable Law -by the Contractor in connection
with or as a result of the operations at the Facilities or
otherwise relating 'to this Contract or Contractor's performance of
its obligations hereunder.
11 . 2 County's Indemnification of Contractor. Subject only to
the limitations expressly set forth in this Article, the County
covenants that to the maximum extent permitted by law, it will
indemnify the Contractor against and hold the Contractor harmless
from any and all liabilities, actions, damages, claims, demands,
judgments, losses, costs, expenses, suits and actions, including
but not limited to attorneys' fees and expenses at trial and on
appeal, relating to or resulting from any injury to or death of any
person or persons , or loss of or damage to property caused by the
County or any of its officers, agents, employees, or any person
under the control of or alleged to be under the control of or
acting at the direction of the County, arising in connection with
or as a result of the performance by the County of its obligations
hereunder. However, the County's liability pursuant to the
41
foregoing indemnity and hold harmless provision shall be secondary
to any insurance proceeds that may be recovered by Contractor from
any insurance coverage maintained by the Contractor, or under which
the Contractor is insured in connection with this Contract.
11. 3 No Indemnification for Negligent Acts . Neither party
hereto shall be required to indemnify the other or hold the other
harmless pursuant to the provisions of this Article with respect to
any loss, damage or claim due to the negligence of such other
party.
11. 4 Contribution for Joint or Concurrent Negligence. In case
of joint or concurring negligence of the parties giving rise to a
loss or claim against either or both of them, each party shall have
full rights of contribution against the other.
11 . 5 Notice of Claims ; Defenses ; Settlement.
(a) Any party entitled to indemnification hereunder (the
"Notifying Party") shall notify the indemnifying party (the
"Responding Party") within ten days of the Notifying Party's
receipt of written notice from any _ third party of any act,
omission or occurrence with respect to which the Notifying Party
intends to seek indemnification in accordance with this Contract
and, if requested by the Responding Party, shall also supply to the
Responding Party all records, data, contracts and documents
reasonably related to such third party claims to enable the
Responding Party to evaluate such claim for purposes hereof. If
the Responding Party replies in writing to the Notifying Party
within twenty days from the date of such notice that it will
undertake the defense of the Notifying Party and will hold the
Notifying Party harmless with respect to such claims, then no
additional attorneys' fees incurred by the Notifying Party in its
own defense shall be compensable as a claim entitled to indemnity,
unless (1) the Responding Party has agreed to pay such fees and
expenses, (2) the Responding Party shall have failed to assume the
defense of such claim of has failed to employ counsel reasonably
satisfactory to the Notifying Party, or (3) the named parties in
any action or proceeding relating to such claim (including any
impleaded parties) include both the Responding Party and the
Notifying Party, and such Notifying Party has been advised by its i counsel that the Notifying Party has a conflicting interest from
the Responding Party or that there may be one or more legal
defenses available to the Notifying Party which are different from
or additional to those available to the Responding Party. The
Notifying Party will reasonably cooperate in providing information a
and testimony to assist in the defense of the matter, but all
out-of-pocket costs thereof shall be a part of the indemnified
amounts for which the Responding Party shall hold the Notifying #
Party harmless . Control of the defense of the claims shall be the
right and responsibility in this case of the Responding Party,
which shall have authority to contest, compromise or settle the
matter in its sole discretion.
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(b) In the event the Responding Party replies in writing
within the twenty day-period that it accepts responsibility for the
indemnified claim regarding the matter in question but does not
desire to take an active role in the defense of said matter then,
alternatively, the Responding Party may consent to the Notifying
Party's selecting an attorney to defend the matter who is
satisfactory to the Responding Party, that consent and satisfaction
with the selection of that attorney to be evidenced in writing. In
that case, however, no matter will be settled or compromised
without the written consent of the Responding Party; further, at
any time the Responding Party may elect to assume the active
control of the matter, including the replacement of the selected
counsel by other counsel satisfactory solely to it, and thereafter
may consent, settle or compromise the case in its sole discretion.
(c) If, on the other hand, the Responding Party replies
to the Notifying Party within twenty days from the date of the
notice, but denies its responsibility to indemnify and hold the
Notifying Party harmless with respect to the claim, both parties
shall attempt to agree upon a mutually satisfactory attorney to
represent them and agree on who shall control the defense of the
claim and has the authority to approve any proposal, settlement or
compromise. If no agreement can be reached, of if the Responding
Party does not reply to the Notifying Party within twenty days from
the date of the notice, each party may designate its own attorney,
whose reasonable fees shall be compensable as an indemnified claim
to the Notifying Party. Whether or not any such agreement can be
reached or the Responding Party does or does not reply, each party
shall reasonably cooperate in providing information and testimony
to assist in the defense of the matter, and the costs thereof
(including out-of-pocket expenses) shall be a part of the claims
which shall be paid by the party who is later determined to be
responsible therefor under the assumptions of liability and other
provisions for indemnification under this Contract. Any
indemnification in this Contract shall include an indemnification
of the respective officers, directors, employees, agents,
shareholders and successors and assigns of the Notifying Party.
11. 6 Beneficiaries of Indemnification Provisions . The
foregoing indemnification and hold harmless provisions are for the
sole and exclusive benefit and protection of the County, the
Contractor, and any affiliates of the Contractor, and their
respective officers, officials, agents and employees, and are not
intended, nor shall they be construed, to confer any rights on or
liabilities to any person or persons other than the County and the
Contractor and their respective officers, officials, agents and
employees.
11 . 7 Unacceptable Waste Liability. Notwithstanding
Section 11 . 1, above, the County shall be liable for losses incurred
during Transportation caused by the presence, of Unacceptable Waste
in a loaded Trailer and all losses related to the handling and
disposal of Unacceptable Waste after the Contractor has properly
notified the County of the discovery of Unacceptable Waste
43
attributable to this Contract and otherwise complied with
Article 10.
11. 8 Applicability of RCW 4 . 24 . 115 . If a court of competent
jurisdiction determines that this Contract is subject to RCW
4 . 24 . 115, then the Contractor's liability to indemnify the County
for liability for damages arising out of bodily injury to persons
or damage to property caused by or resulting from concurrent
negligence of the Contractor and the County shall be limited to the
Contractor's negligence.
11. 9 Waiver of Industrial Insurance Immunit . It is further
specifically and expressly understood that the indemnification
provided in this Article constitutes the Contractor's waiver of
immunity under industrial insurance and Title 41 RCW solely for the
purposes of this indemnification and not with respect to claims by
any third party. This waiver has been mutually negotiated by the
parties.
11. 10 Royalties; License Fees ; Patents . The Contractor shall
pay all royalties fees and license payments, shall defend all suits
or claims for patent infringements that may occur in the
performance of this Contract and shall hold the County harmless
from any loss on account thereof.
11. 11 No Waiver. Except as otherwise expressly stated herein,
the parties do not under this Article waive or surrender indemnity
available under any federal, state, regional or local law. This
Article shall survive termination or expiration of the Contract.
ARTICLE 12
Contractor and CountV LiabilitV Insurance
12 . 1 General.
(a) The Contractor shall obtain, maintain and pay for
the insurance coverage designated in this Article from generally
recognized and financially responsible insurers that are approved
by the County and licensed in the state of Washington and whose
claims paying ability is rated not less than "A" by A.M. Best
Company, Inc. at all times during the Term of the Contract. The
insurance must fully protect the County from any and all claims,
risks and losses in connection with any activity performed by
Contractor under this Contract, except Uncontrollable Circumstances
unless otherwise designated as insurable events hereunder.
(b) The Contractor may, as an alternative and subject to
the County's prior written approval, which may be withheld or
granted in its sole discretion, engage in a program of full or
partial self-insurance with reasonable reserves set aside by the
Contractor to satisfy all or a part of its obligations under this
Article.
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12 . 2 Replacement Insurance. In the event the Contractor
breaches any provision of this Article, the County in its sole
discretion may procure and maintain, at the Contractor's sole
expense, insurance to the extent the County deems proper. In the
event the County obtains such insurance, the Contractor shall
reimburse the County for the cost of that insurance within fifteen
days of receiving written notice from the County to do so or, in
the County"s sole discretion, the County may reduce the Service Fee
due the Contractor in accordance with Section 8 . 4 (f) .
12 . 3 Required Coverage. Within thirty days of receiving the
notice of award of this Contract from the County, the Contractor at
its sole expense shall obtain and file with the County a certified
copy of the insurance policies that include the. coverage required
under this Article which coverage shall take effect on the date any
operations constituting part of the Project under the Contract
commence. Such policies shall include, or be accompanied by, a
binder or other certification from all insurers evidencing an
irrevocable commitment to supply the coverage identified in the
policies on the stated effective date. All insurance shall be
subject to the County's approval of the company, terms and
coverages.
The insurance policies must provide the following:
(a) Coverages•
Extended Bodily Injury
Employees as Additional Insured
Premises/Operations Liability (M&C)
Products and Completed Operations Liability through
guarantee period
Blanket Contractual Liability
Broad Form Property Damage Liability (including
completed operations)
Personal Injury, including A, B, C, with - no
employee exclusion
Stop Gap or Employers Contingent Liability
Automobile Liability, including coverage for owned,
non-owned, leased or hired vehicles
Explosion, Collapse, Underground damage (referred
to as "X. C.U. ")
Owners and Contractors Protective Liability
Railroad Protective Coverage
Pollution Liability (same as Marine Operations, see
Section 12 . 4)
(b) Minimum Limits for all Coverages (unless otherwise
specified herein) :
$3 , 000 , 000 per occurrence;
$6 , 000, 000 annual aggregate.
The coverage limits set forth in this Article shall increase
or decrease annually to reflect one hundred percent of the increase
45
"Should any of the above-described policies be
canceled, lapse, or be reduced as to coverage
before the expiration date thereof, the issuing
company shall mail forty-five calendar days' prior
written notice to Mason County, and any other
Certificate holder and Additional Insureds, by
certified mail. "
(g) Compliance Required. Failure of the Contractor to
maintain any and all of the terms of the foregoing insurance
provisions shall be considered a material breach of this Contract
and cause for its termination at the option of the County, subject
to the provisions of Section 16. 2 (c) .
12 . 4 Required Coverage for Marine Operations . In the event of
barge or other marine operations, the following policy or policies
shall be maintained by Contractor.
(a) Vessel Hull and Machinery (As scheduled)
covering vessels used in the
transportation of Trailers
under this Contract
(b) Protection and Indemnity $10, 000, 000
covering Loss of Life/
Personal Injury, Damage to
Property or other vessels
for vessels operated in
connection with the Contract
(c) Water Pollution Liability:
(1) Pollution Liability Statutory
covering claims under
the Federal Water
Pollution Control Act
as amended for Vessels
operated under this
Contract
(2) Liability to Third $10 , 000, 000
e
Parties for Pollution
Damage resulting from
sudden discharge upon
waters for vessels
operated under this
Contract
(d) Pollution Liability covering $3 , 000 , 000 per
Bodily Injury and Property occurrence,
Damage to Third Parties $6, 000 , 000 per
occurring because of sudden aggregate
or gradual pollution from
all operations contemplated
in this Contract
47
(e) Excess/Umbrella Coverage to achieve a
total coverage
Of $15, 000 , 000
12 . 5 Workers Compensation. The Contractor shall provide
workers compensation or evidence of participation in the Washington
State Department of Labor and Industries program and any other
program in any other state in which operations are performed by
Contractor to satisfy its obligations hereunder, or, in lieu
thereof, the Contractor may provide a self insurance or alternate
insurance program for workers compensation if approved by the
County in the County's sole discretion.
12 . 6 Minimum Insurance. Maintenance of insurance by the
Contractor as specified in this Article shall constitute the
minimum coverage required and shall in no way lessen or limit the
liability or responsibility of Contractor under this Contract.
Contractor shall carry, at its own expense, any additional
insurance it deems necessary.
12 . 7 Change in Law. The Contractor immediately shall increase
the amounts of insurance required to reflect any changes in
Washington State, federal or other Applicable Law to ensure that
the insurance provided shall cover, at a minimum and in addition to
the designated insurance requirements listed in this Article, the
maximum limits under any applicable tort claims act.
12 . 8 Failure to Provide Insurance. The Contractor's failure
to fully comply with any provision of this Article shall be
considered a Class C Default under this Contract.
12 . 9 Unavailability. In the event that any of .the insurance
required by this Article become unavailable, or is available only
on a "claims made" rather than on an "occurrence" basis, Contractor
shall secure insurance with substitute provisions providing as much
protection to the County as is reasonably available in the
insurance marketplace and approved in writing by the County.
12 . 10 Collection of Insurance Proceeds. If any of the
Facilities are damaged or destroyed due to events for which the
Contractor is obligated to carry insurance, the Contractor shall
act diligently to promptly collect and apply insurance proceeds to
the repair or reconstruction of those Facilities .
ARTICLE 13
Washington Disposal Sites and Other Alternate Facilities
13 . 1 Washington Disposal Site ; Service Fee Adjustments . If
the Disposal Site is not located in Washington State and the
Contractor develops, owns, operates or otherwise has available a
waste disposal site in Washington State that is capable of
accepting annual waste volumes substantially equal to the average
annual volume of County waste disposed at the out-of-state Disposal
48
Site prior to the opening of that Washington disposal site, the
County may in its sole discretion require that some or all of the
Acceptable Waste transported on behalf of Mason County be
Transported to and Disposed at the Washington site; however, the
County cannot require that more waste from Mason County be Disposed
at a Washington disposal site than the capacity of that site will
permit, capacity being based on the remaining Term of this
Contract.
13 . 2 Other Alternate Facilities; Service Fee Adjustments. The
Contractor may, with the County' s written approval, use facilities,
sites or processes different from the Facilities to carry out the
Contractor's obligations under this Contract. The County may
adjust applicable Service Fee components to reflect reasonable
actual cost increases or decreases in providing and operating those
alternate facilities.
13 . 3 Disputes. Unresolved disputes concerning Service Fee
calculations or adjustments under this Article shall be resolved by
arbitration in accordance with Article 17 .
ARTICLE 14
Coordination Meetings
14 . 1 Initial Coordination Meeting. Prior to the commencement
of services under this Contract, the Contractor, County, principal
subcontractors and others requested by either party shall meet in
Shelton, Washington to discuss scheduling, processes, materials,
change orders, personnel and any other matters the parties deem
appropriate.
14 . 2 Periodic .Coordination Meetings and Reports. The County
and the Contractor shall hold periodic coordination meetings in
Shelton, Washington but no less than. one every six months to review
the progress of the work and to discuss operations, problems and/or
complaints made by third parties. Any cost incurred by any Person
to attend a coordination meeting shall be borne by that Person.
Either the County or the Contractor may organize, call and notify
the other party of that meeting. If requested, the Contractor
shall submit a report to the County no later than ten calendar days
before that meeting regarding operations, problems, complaints or
any other matter relating to or arising under the Contract.
ARTICLE 15
Additional or Deleted Work
15 . 1 Payment or Credit for Additional Services . All requests
for payment for services or work under this Contract in addition to
the services of work described in the Contract shall be made only
under the conditions and procedures of this Article. For purposes
of this Article, the term "additional work" means work that is in
49
addition to the Project or other work required to be performed
under the Contract or any amendments thereof, but does not include
any work required to comply with any changes in law, statutes,
rules, regulations, ordinances, permit(s) , permit conditions or
regulatory provisions. Nothing in this Article is intended to
negate or lessen any other precondition or procedure for payment or
reimbursement provided in this Contract.
15 . 2 Additional Work.
(a) The County shall submit to the Contractor a written
request to perform any work or services additional to those
performed under this Contract. Within thirty days of that request,
the Contractor shall submit to the . County an itemized proposal
stating the Contractor's actual costs for performing the additional
work or services, a schedule and the impact the performance of that
additional work or services will have on the Contractor's
performance under this Contract. The Contractor' s proposal shall
be based on the least costly method for performing the additional
work or services.
(b) Upon receipt of the Contractor' s proposal, the
County shall have authority to order Contractor to perform the
relevant additional work or services whether or not the County
accepts the Contractor's proposal, for an increase in Service Fees
equal to the Contractor' s actual reasonable costs of performing
that work or services plus ten percent of those costs; the
Contractor shall comply with that order. If the County approves
the Contractor's written request for additional work or services
and proposal, the County shall notify the Contractor in writing and
order the Contractor to proceed. Unless the Contractor performed
to remedy what a reasonable person would recognize as an emergency,
the Contractor shall not be entitled to Service Fee increases for
the additional work or services performed unless the County orders
the Contractor to perform the work or services in accordance with
this Article.
(c) Unresolved disputes concerning the calculation of or
adjustments to Service Fees under this Section shall be resolved by
arbitration in accordance with Article 17 .
ARTICLE 16
Defaults in Performance of the Contract
16 . 1 Contractor Default. There shall be four classes of
defaults by the Contractor in its performance under this Contract:
(a) A Class A default is:
(1) Without the consent of the Contractor, the
entrance of a decree or order under Title 11 of the United States
Code, or any other applicable bankruptcy, insolvency,
reorganization or similar law, or appointing a receiver,
50
liquidator, trustee or similar official of Contractor or any
substantial part of its properties, and such decree or order shall
remain in effect (and not be stayed) for sixty consecutive days; or
(2) The filing by Contractor of a petition, answer
or consent seeking relief under Title 11 of the United States Code,
or any other similar applicable bankruptcy, insolvency,
reorganization or other similar law, or consent to the institution
of proceedings thereunder or the filing of that petition or to the
appointment of a receiver, liquidator, trustee, or other similar
official of the Contractor or of any substantial part of the
properties of the Contractor, or the making of a general assignment
for the benefit of a creditors; or
(3) The Contractor's failure to commence Waste ,
Transport and Disposal service with Facilities properly permitted
by Applicable Law and in substantial and material compliance with
the Specifications, on the date designated by the County.
(4) Failure to provide, replace and/or maintain the
contract performance bond, letter of credit or other performance
guarantee required by Section 6 . 4 .
(b) A Class B default includes, on the commencement of
services under this Contract, the Contractor's:
(1) failure to perform the basic Transport and/or
Disposal services required under this Contract and it appears to
the County's Representative, in that Representative' s reasonable
judgment, that the Contractor has abandoned the Project;
(2) failure to substantially perform the basic
Transport and/or Disposal services under this Contract on three or
more occasions of three days duration in any given year; or
(3) direct or indirect change of control or
transfer of controlling interest in the beneficial ownership of the
Contractor other than as expressly permitted under in Section 18 . 3 ;
(4) contamination of the environment in violation
of any Applicable Law as a result of its operations under this
Contract.
(c) A Class C default includes the Contractor' s failure
to procure and maintain insurance under Article 12 .
(d) A Class D default includes a delay of operations as
described in Section 1. 3 of the Specifications or any other failure
by the Contractor to perform its obligations under this Contract.
Notwithstanding anything in this Section to the contrary, a delay
or interruption in the performance of all or any part of the
Contract resulting from Uncontrollable Circumstances shall not be
deemed a default under this Section.
51
16 . 2 Consequences of Contractor Defaults .
(a) Class A Default. In the event of a Class A default,
the Contractor or Surety shall be permitted to remedy the default
within ninety days from notice by the County, and shall pay to the
County from the date of that notice to the date the default is
remedied, liquidated damages in the amount of $10, 000 per day. If
the Class A default is not remedied within ninety days of that
notice, the County may, at its sole option:
(1) be released from its obligations under this
Contract and use any other method or Person to transport and/or
dispose of waste and may sue for actual damages;
(2) seek a judicial remedy of specific
performance; or
(3) pursue any combination of the foregoing or any
other remedy provided under this Contract.
(b) Class B Default. In the event of a Class B default,
the Contractor or Surety shall be permitted to remedy the default
within ten days from notice by the County and shall pay to the
County the County's actual damages and costs for providing
alternative Transportation and/or Disposal of Acceptable Waste or
otherwise operating after the change in ownership under
Section 18 . 3 . If the Class B default is not remedied within ten
days, the County may at its sole discretion:
(1) be released from its obligations under this
Contract and use any other method or Person to Transport and/or
Dispose of Acceptable Waste and may collect from the Contractor
liquidated damages as set forth in Section 16 . 2 (b) (4) below;
(2) seek the appointment of a receiver for the
Facilities in the Superior Court of any County in which any of the
Facilities are located,.isuch receiver to continue operation of
those Facilities under the direction of that Court;
(3) seek judicial remedy of specific performance;
(4) after the expiration of the ten-day notice
period, charge the Contractor an amount equal to actual tons of
Acceptable Waste disposed by the County each day through any other
means multiplied by forty percent of the Service Fees then in
effect under Article 8 per day for each day the Contractor fails to
perform services due to the defaults set forth in Section
16 . 1 (b) (1) , (2 ) , or (4) .
(5) pursue any combination of the foregoing or any
other remedy provided under this Contract .
(c) Class C Default . In the event of a Class C default,
the Contractor or the Surety shall be permitted to remedy the
default within fifteen days from notice by the County, and from the
52
date of that notice to the date the default is remedied shall pay
to the County liquidated damages for failure to procure and/or
maintain insurance in the types and amounts required by Article 12 ,
a per day fee equal to twice the annual cost of obtaining that
insurance on the day of the default divided by 365 (i. e. , twice the
daily cost of the insurance) .
The payment of liquidated damages for the failure to procure and/or
maintain insurance under Section 16 . 2 (c) (1) shall be paid
notwithstanding Contractor's reimbursement under Article 8 to the
County of any cost incurred by the County to obtain or maintain
insurance coverage. If a Class C default is not remedied within
fifteen days, the County may at its sole option exercise any of the
remedies set forth for remedy of a Class B default under this
Section.
(d) Class D Default. In the event of a Class D default,
other than a delay of operations, the Contractor or Surety shall be
permitted to remedy the default within thirty days from written
notice by the County and if the default is not remedied within that
thirty days shall thereafter pay to the County liquidated damages
in the amount of $1, 000 per day until the date the default is
remedied plus the County's actual damages . In the event of a delay
of operations, the Contractor shall pay to the County $1, 000 for
each day operations are delayed in accordance with Section 9 . 0 of
the Specifications. If a Class D default occurs on a chronic
basis, is material to the operations under the Contract and is not
remedied, the County may at its sole option terminate the Contract.
(e) Termination. In addition to liquidated damages,
specific performance and any other remedies provided above, the
County shall have the right to terminate this Contract
(i) immediately on the occurrence of an event of default described
in Section 16 . 1 (a) or 16 . 1 (b) , and (ii) on the occurrence of any
event of default described in Section 16 . 1 (c) or 16 . 1 (d) , if that
event of default shall occur and be continuing for ninety days
beyond the date the Contractor receives the-default notice, occurs
on a chronic basis,. and ' is material- to Contractor's operations
under the. Contract. Any unresolved dispute concerning whether an
event of default is -material for purposes of terminating the
Contract shall be resolved in accordance with Article 17 . In the
event the County terminates the Contract, the Contractor shall be
entitled to payment of any Service Fee due prior to the effective.
date; of the County's notice of termination of this Contract, but
only* to the extent the amount of such Service Fee exceeds amounts
owed to the County. The County shall retain the right to pursue
any cause of action or assert any claim or remedy it may have
against Contractor despite its termination of the Contract.
16 . 3 Default Procedure.
(a) Notice. To initiate default proceedings under this
Article, the County's Representative shall give the Contractor and
its Surety written notice of the default specifying with
particularity the event of default that has occurred and specifying
53
the County's intention to declare the Contractor in default.
Unless the Contractor promptly shows cause to the County' s
satisfaction why it should not be declared in default under the.
Contract, the County shall declare the Contractor in default and
shall be entitled to the remedies set forth in Section 16 . 2 above.
(b) No Adjustment for County Savings . If the County
secures performance of the services described in this Contract at
a cost less than the Service Fees established in accordance with
Article 8 , as adjusted in accordance with this Contract, the County
shall retain that difference.
(c) Procedure for Collection of Liquidated Damages. The
County may draw upon the letter of credit provided by the
Contractor if the County determines that a default has occurred and
that the County has or will incur costs as a result. The County
may draw amounts equal to actual costs or liquidated damages, as
applicable. In the event of a court or arbitrator' s determination
that all or part of any draw was not justified, the County shall
repay the amount overdrawn to the Contractor together with interest
at the rate of the Contractor's actual interest costs incurred in
connection with the draw or portion thereof.
(d) Offset of Service Fees. Any amount due the
Contractor under this Contract at the time of default shall be
reduced by any amount due the County under this Contract.
16 . 4 County Default., For purposes of this Contract, a County
event of default shall constitute the repeated or persistent
failure or refusal by the County to fulfill any of its material
obligations under this Contract (unless that failure or refusal
results from an Uncontrollable Circumstance) . To initiate default
proceedings under this Article, the Contractor's Representative
shall give the County written notice of that default specifying
with particularity the event of default that has occurred and
specifying the Contractor's intention to declare the County in
default. If within thirty days of notice by the Contractor, except
as provided in subsection (d) below, "the County has failed to cure
the default or give Contractor reasonable assurances that the
default or threatened default will be promptly cured, the
Contractor shall have the right to any or all of the following
remedies to the extent provided by law:
(a) Specific Performance. For each and every default,
the Contractor shall be entitled to a judicial remedy of specific
performance or mandamus requiring the County to specifically
perform the County' s responsibilities as provided in Article 7 ; it
being agreed that in the case of a default by the County,
Contractor' s remedies at law will be inadequate.
(b) Injunctive Relief .
(1) For each and every default, the Contractor
shall be entitled to the remedy of a permanent or temporary
injunction, either in mandatory or prohibitory form, it being
54
agreed that in the case of a default, the Contractor's remedy at
law is inadequate.
(2) If the governing body of the County places as
an agenda item before its deliberative body, any proposed
ordinance, rule or other regulation that threatens, on its
effective date, to precipitate a default of the County's
responsibilities under Article 7 , the Contractor may seek an
injunction from a court of competent jurisdiction enjoining the
County' s deliberative body from enacting that ordinance, rule or
regulation, if Contractor can show that Contractor will be
irreparably damaged as a result of the enactment of that proposed
ordinance, rule or regulation.
(c) Damages. For each and every County default, the
Contractor may charge the County the Contractor's actual reasonable
costs incurred as a result of that default, but in no event greater
than $5, 000 per day.
(d) Termination or Suspension of Contractor's
Performance of the Contract. For any County default that within
120 days of the County's receipt of the notice, required under this
Section is not remedied and for which the County does not give the
Contractor reasonable assurance that it will be remedied and which
occurs on a chronic basis and is material to the County's
operations under the Contract, Contractor shall be entitled to
terminate the Contract.
(e) Limitation of Liability of the . County. The
obligations of the County under this Contract are limited
obligations payable solely from such amounts as may lawfully be
paid by the County for services of the type required to be rendered
by the Contractor under this Contract. The obligations of the
County hereunder shall not be payable from the general funds of the
County and the incurrence or non-performance of such obligations
shall not constitute or create a legal or equitable pledge of, or
lien or encumbrance upon,, or claim against, any of the assets or
property of the County or upon any of its income, receipts or
revenues other than upon its income receipts and revenues derived
from its regulation and operation of a system for the handling of
solid waste within its boundaries. The execution and delivery of
this Contract by the County shall not impose any personal liability
on the members, officers, employees or agents of the County. No
recourse shall be had by the Contractor for any claims based on
this Contract against any member, officer, employee or other agent
of the County in his or her individual capacity, all such
liability, if any, being expressly waived by the Contractor by the
execution of this Contract.
16 . 5 Contractor' s Bankruptcy/Receivership. If during the term
of this Contract the Contractor becomes insolvent, is dissolved,
files a petition under any bankruptcy statute, is the debtor in any
involuntary bankruptcy case that is not dismissed within sixty days
after the petition commencing that case is filed, makes a general
assignment for the benefit of creditors, or if a receiver is
55
appointed for the benefit of its creditors or on account of its
insolvency, that event could impair or frustrate the Contractor's
performance of this Contract. Therefore, it is agreed that on the
occurrence of any one or more of those events, the County shall be
entitled to obtain from Contractor or its successor-in-interest,
adequate assurance of future performance in accordance with the
terms and conditions of this Contract. Failure of Contractor and
Surety to comply with that request within ten calendar days of
service on both Contractor and Surety of a written request from the
County for that assurance shall entitle the County to terminate or
suspend Contractor's performance of the Contract. The County shall
not be bound to the Contract by any trustee or receiver appointed
to take' possession of any of the Facilities or the Contractor's
business.
16 . 6 No Waiver by County. Nothing in this Article, and no
actions taken pursuant to this Article shall constitute a waiver or
surrender of any rights, remedies, claims or causes of action the
County may have against Contractor or its Surety under any other
provision of this Contract or any provision of law.
ARTICLE 17
Dispute Resolution
17 . 1 Good Faith Negotiation; Arbitration.
(a) The parties shall attempt to resolve any and all
disputes to the mutual satisfaction of both parties by good faith
negotiations .
(b) Whenever a party desires to initiate the dispute
resolution process set forth in this Article, it shall do so by
giving a dispute notice to the other party. Upon delivery of any
dispute notice, the Representative -of the recipient thereof shall
deliver to the party giving that dispute notice a signed and dated
receipt therefor; which receipt shall serve as conclusive evidence
of the date upon which such dispute notice was delivered,
notwithstanding the provisions of Section 2 . 12 . Within five days
after the delivery of a dispute notice, the parties shall meet for
the purpose of negotiating a resolution of the dispute.
(c) Subject to the conditions and limitations of this
Article, controversies or claims arising out of or relating to the
Service Fee, payments to the Contractor or other calculations under
Articles 6 , 7 , 8 and 16 of this Contract and any other unresolved
disputes designated for arbitration in the Contract shall be
exclusively settled by arbitration in accordance with this Article.
All other controversies and claims shall be decided exclusively by
the Superior Court of the State of Washington in Mason County,
Washington, unless otherwise agreed to by the parties .
17 . 2 Initiation of Arbitration. If any dispute related to the
calculation of the Service Fee or any payment to the Contractor or
56
any other fee or cost required under this Contract is not resolved
by negotiations of the parties within twenty days after the date
either party delivers to the other a notice of dispute, either
party shall have the option to submit that dispute for resolution
pursuant to arbitration as provided in this Article 17 by
delivering a request for final and binding arbitration to the other
party (an "Arbitration Request") .
17 . 3 Selection and Qualification of Arbitrators.
(a) Designation. Judicial Arbitration and Mediation
Services of Seattle, Washington (JAMS) shall generate and deliver
to the parties a list of five potential arbitrators. Each party
shall strike one name from the list and return the list to JAMS,
which shall appoint the arbitrator from among the remaining names .
(b) Qualifications. The arbitrator shall be an attorney
licensed to practice law in the State of Washington who has served
as a full-time judge of the superior or appellate courts of the
State of Washington. He/she shall be selected from an appropriate
panel of experienced arbitrators as established by JAMS .
(c) Replacement. If the arbitrator declines to act,
dies or is otherwise unable to participate, JAMS shall designate a
new arbitrator. If the impartial arbitrator declines, dies or is
otherwise unable to act, a new arbitrator shall be chosen pursuant
to subparagraph (a) .
17 . 4 Powers of Arbitrator. The arbitrator shall have full
power to make such regulations and to give such orders and
directions as he/she shall deem expedient with regard to the
matters submitted to the arbitrator for resolution, as well as in
respect to the mode and times of executing and performing any of
the acts, deeds, matters and things which may be awarded or
directed to be done. Without limiting the ,generality of the
foregoing, the arbitrator shall . proceed with the following
enumerated powers:
(a) Nonappearance. The arbitration may proceed in the
absence of any party or representative who, after due notice, fails
to appear or fails to obtain a continuance. However, an award
shall not be made solely on the default of a party, and the
arbitrator shall require the appearing party who is present to
submit such evidence as necessary for the making of an award.
(b) Pre-Hearing Matters . The arbitrator may conduct
such pre-hearing conferences as are necessary in his/her discretion
to expedite and resolve the dispute. There shall be no discovery
or diapositive motion practice except as may be permitted by the
arbitrator; provided, however, that any such discovery or
diapositive motion practice shall not conflict with or extend the
time limits specified herein. If the arbitrator decides, in his or
her sole discretion, that independent experts should be retained to
determine particular issues , the arbitrator may retain such experts
57
at the parties' expense, and may award such expenses as part of the
award in favor of the prevailing party.
17 . 5 Conduct of Proceedings.
(a) Rules. The arbitrator shall not be bound by any
rules of civil procedure or evidence, but rather shall conduct the
hearing and other proceedings in a fair and equitable manner.
(b) Hearing Date and duration. The arbitration hearing
shall commence not later than 30 calendar days after the
appointment of the arbitrator.
(c) Evidence. The arbitrator may require the parties to
submit certain evidence by written declaration or in such other
manner as the arbitrator deems appropriate. The arbitrator shall
consider such written and oral testimony as reasonable business
persons would use in the conduct of their day-to-day affairs. Live
testimony and cross-examination shall be limited to that necessary
to insure a fair hearing to the parties.
(d) Venue. The arbitration hearing shall be held in
Shelton, Washington, unless all parties agree otherwise.
17 . 6 Decision. The arbitrator shall make his or her award
within thirty days following the conclusion of the arbitration
hearing. In rendering the award, the arbitrator shall set forth
written findings of act and conclusions of law. The award shall be
final and binding upon the parties, subject to the right of appeal
and trial de novo in the manner, and within the time for appeal
specified for cases subject to mandatory arbitration under RCW
Chapter 7 . 06 , provided that the time within which an appeal may be
brought shall run from the date of receipt of notice of the award
by the appellant. The appellant shall file the award and notice of
appeal with the superior court, and serve the notice of appeal on
all other parties within the time period for bringing the appeal.
The provisions of this Section shall constitute a stipulation to
enter into arbitration. pursuant to the Superior Court Mandatory
Arbitration Rules (MAR) within the meaning of MAR 8 . 1, provided the
right to arbitrate, conduct of arbitration proceedings and all
other matters related to the arbitration shall be governed by this
Contract and not the MAR, except that MAR 7 . 1, 7 . 2 , 7 . 3 and 8 . 1
shall apply with respect to appeals .
17 . 7 Provisional Remedies . Pending the selection of the
arbitrator, any party may request JAMS to appoint an arbitrator for
the limited purpose of awarding preliminary relief. This award may
be immediately entered in any federal or state court having
jurisdiction thereof even though the decision on the underlying
dispute may still be pending. Once appointed, the arbitrator may,
upon request of a party, issue a superseding order to modify or
reverse such preliminary relief or may himself/herself order
preliminary relief pending a full hearing on the merits of the
underlying dispute. Any such initial or superseding order of
preliminary relief may be immediately entered in any federal or
58
state court having jurisdiction thereof even though the decision on
the underlying dispute may still be pending. Such preliminary
relief may be granted by the arbitrators only after notice to and
opportunity to be heard by the opposing party unless the party
applying for such relief demonstrates that its purpose would be
rendered futile by giving notice.
17 . 8 Final Remedies; Arbitrator's Fees. The arbitrator may
grant any remedy or relief that the arbitrator deems to be just,
equitable and within the scope of the parties' agreement, including
.specific .performance of a contract or injunctive relief; provided,
however, that the arbitrator may not award any punitive or
exemplary damages. . Each party shall be responsible for its own
attorney fees and costs. The arbitrator' s fees and arbitration
expenses shall be borne equally among the parties.
17 . 9 No Consolidation. There shall be no consolidation of any
arbitration between the County and the Contractor with any other
arbitration involving, arising from. or relating to the Project
without prior written approval from the County, which approval from
the County shall be reasonably given.
17 . 10 Expedited Procedures. In the event that the County
determines, in its sole opinion, that the public interest requires
a speedy resolution of any arbitrable controversy or claim
regardless of the amount, the County shall have the option of
electing resolution of the controversy or claim by the Expedited
Procedures of the Commercial Arbitration Rules of the American
Arbitration Association (Rules 54 through 58) .
17 . 11 Venue. The parties agree that proper venue for any
judicial proceeding to enforce any decision or award made by an
arbitrator under this Section shall be exclusively in Mason County
in the State of Washington.
17 . 12 Attorney Fees. In the event suit or action or
arbitration is instituted to enforce any right granted herein, each
party shall be responsible- for payment of its own attorney fees and
costs unless otherwise indicated in this contract.
17 . 13 Standing. Only the County and the Contractor shall
have standing to bring or become a party to arbitration claims or
legal actions under this Contract.
ARTICLE 18
Successors ; Assignment
18 . 1 Contractor Delegation. The County executes this Contract
with the Contractor as a qualified party to accomplish the Project.
The Contractor' s delegation of any Contract duties shall require
the prior written consent of the County. Any delegation of duties
shall not relieve, the Contractor or the Surety of any liability
and/or obligation to perform.
59
18 . 2 Assignment. The Contractor shall not assign any rights
or obligations under or arising from this Contract without the
prior written consent of the County unless otherwise permitted
under Section 18 . 3 .
18 . 3 Change in Control or Ownership. Any direct or indirect
change in control or the transfer of a direct or indirect
controlling interest in the beneficial ownership of the Contractor
shall constitute a Class B default under the terms of this
Contract, unless the County consents to that transfer. "The
transfer of a direct or indirect controlling interest of
Contractor" shall include, but is not limited to, the transfer or
assignment of twenty-five percent or more of the beneficial
ownership of Contractor to or from a single entity, unless the
County consents to that transfer or assignment; however, the
following transfers or assignments shall not be construed as "the
.transfer of a controlling interest of Contractor" :
(a) intra-company transfers in the form of transfers between
different subsidiaries or branches of the Contractor's parent
corporation, or (b) if the Contractor, or its parent corporation,
is a closely held corporation, transfers or assignments between
individuals who own, in whole or in part, the parent or any
subsidiary including transfers or assignments between or to (1) the
individuals who own, in whole or in part, the parent or any
subsidiary, (2) the spouses, surviving spouses and linear
descendants (including adopted children) of the persons described
in (b) (1) , above, (3) a trust estate, corporation, partnership or
other entity owned by the persons described in (b) (1) , above, and
(4) a corporate trustee designated to act in a fiduciary capacity
for the estate or trust of any person described in (b) (1) , above.
Notwithstanding the foregoing, the County may in its sole
discretion and at Contractor' s sole expense (including but not
limited to the County' s attorneys fees, if any) determine that new
ownership can adequately and faithfully render the ' service called
for in this Contract for the remaining Term of the Contract, and
the County may then elect to execute a novation, allowing new
ownership to assume the rights and duties of this Contract and
releasing the previous ownership of all obligations and liability.
The new ownership would then be solely liable for any work and/or
claims related to this Contract.
18 . 4 Binding. Effect. This Contract shall bind and inure to
the benefit of the successors or assigns hereto, whether by merger,
consolidation, transfer of assets or transfer of ownership of the
Contractor.
ARTICLE 19
RESERVED
60
ARTICLE 20
Dissolution of the County and Successor to the
County
In the event that the County is dissolved or its solid waste
functions and powers relative to this Contract are taken from the
County by legislative act or by referendum of the people or by
agreement, all of the duties, rights, and remedies of the County
under the Contract, including, but not limited to, all bonds
executed for this Contract, shall remain in full force and effect
and shall be transferred to either: (1) the successor to the
County as specified by the legislative act or referendum by which
the County is dissolved; or, (2) if no successor to the County is
specified by the relevant legislation or referendum, the State of
Washington shall be deemed to be the successor to the County under
this Contract.
ARTICLE 21
Term; Option to Renew
21. 1 The Term of the Contract shall begin on its execution, _
and unless renewed or sooner terminated by the County as provided
in ' this Contract, shall end five years from the date waste is
first accepted by the Contractor.
21. 2 The County shall have the right to renew the Contract for
three additional five-year periods under the same provisions and
for the same Service Fee calculated in accordance with Article 8 of
this Contract. The County shall give the Contractor 180 days
written notice of its intention to exercise its option to renew the
Contract.
21 . 3 In the event the County elects to renew the Contract, the
Contractor must provide -Ato the County at least 90 days before the
expiration of the then current five-year period, a new letter of
credit or other financial guarantee acceptable to the County in its
sole discretion pursuant to Secti-on 6 . 4 .
DATED this day of 1993 .
REGIONAL DISPOSAL COMPANY
By: WJJ ENVIRON'7 L, INC. , Managing Partner
Warren J. Raz Representative per the Joint Venture
Agreement Dated June 30 , 1991
61
BOARD OF MASON COUNTY C ISSIONERS
B ter
Y
By
6'
ByC2�C' '
J
62
EXHIBIT A
(Contractor' s Resolution Authorizing Execution of Contract)
EXHIBIT B
TECHNICAL SPECIFICATIONS
TABLE OF CONTENTS
Section Subiect Paze
1. Trailers 1
1.1 General Requirements 1
1.2 Maintenance and Repairs 2
1.3 Provision and Storage Requirements 2
2. Tractor-Trailer Combinations 4
3. Weighing and Basis of Payment 4
3.1 Measuring Devices 4
3.2 Weighing Procedures and Basis of Payment 4
3.3 Scale Recalibration 5
3.4 Alternate Weighing Procedures 5
4. Disposal Site 5
TECHNICAL SPECIFICATIONS
February 26, 1992
Addendum 2 & 3 Incorporated on October 16, 1992
TECHNICAL SPECIFICATIONS
1. TRAILERS
1.1 GENERAL REQUIREMENTS
It is the intent of these Specifications to ensure that Contractor equipment is suitable for
long distance waste Transport. Trailers shall be-rigid and durable, corrosion resistant,
nonabsorbent, easily cleanable, and suitable for handling with no sharp edges or other
hazardous conditions. Trailers shall be capable of withstanding the hard use typically as-
sociated with handling solid waste.
Trailers shall be designed, engineered, and rated to perform satisfactorily and safely at all
times. Trailers shall be of maximum height of 14 feet (measured from ground), and shall
have a width that does not require special permits for use on public roads. Overall
outside length, height, bridge span, and distance between axles of Trailers when com-
bined with tractor shall conform to all applicable local, state, and federal regulations.
Trailers shall be 100 percent leakproof to a height of 18 inches from the Trailer floor.
Trailer doors shall be fitted with a heavy duty rubber seal similar to seals commonly used
in the sludge hauling industry.
Trailer shall be numbered so that the number cannot be hand-removed. The number shall
be a minimum of six inches in height and shall be easily legible at a distance of 50 feet.
No Trailer number shall be duplicated.
Open-Top Trailers
Trailers shall be of a top-load design, and shall be suitable for in-Trailer compaction of
waste with a knuckleboom crane or a similar compaction device.
Trailers shall be designed and maintained so. that leakage or spillage of either waste or
liquids from the Trailer while in transit or storage does not,occur, and that waste does
not blow out of the Trailer during-Transport. Trailers shall have a top cover that
prevents Ientry of water and that is easily removed or opened for loading and replaced for
Transport so that removal and replacement can each.be accomplished routinely by one
person in five minutes or less.
TECHNICAL SPECIFICATIONS
February 26, 1992
Addendum 2 &3 Incorporated on October 16, 1992
Page i of 6
Rear-Load Trailers
Trailers shall be of rear load design suitable for loading with a preload compactor
substantially equivalent to compactors made by AMFAB Resources (Models TP- 150, 250
and 500) and Shredding Systems (Models 4000 and 4500). The box of the Trailers shall
be of the following dimensions:
• Minimum interior height -- 7 feet 6 inches
• Minimum interior width -- 7 feet 6 inches
• Maximum exterior length -- 45 feet
The maximum exterior length of the Trailer frame shall be 48 feet.
Trailers shall be designed with vents that allow dissipation of heat and expanding gases
that may be generated during storage or Transport to the Disposal Site. Vents shall be
located to prevent vent blockage and screened to prevent the release of waste during
Transport.
1.2 MAINTENANCE AND REPAIRS
Trailers shall be maintained by the Contractor in accordance with the manufacturer's
recommended maintenance schedule, and shall be maintained in a safe working condition
at all times. Trailers shall be inspected at least monthly for corrosion, leaks, loose-fitting
doors,.holes or other damage to the top-closing mechanism, seals, sidings, frames or
other damage incurred during Transport and Disposal of waste, and repaired as
necessary.
Each time a Trailer is emptied, all waste shall be removed from the Trailer, and the
Contractor shall clean Trailers as necessary to comply with the requirements of the
jurisdictional health department(s)-and to 'mitigate malodor, unsightliness, or attraction of
vectors.
If a Trailer is damaged during loading, the Contractor shall repair or replace the Trailer.
The County will reimburse the Contractor for all reasonable costs of repair or
replacement of Trailers damaged through the gross negligence of-a Transfer Station
operator. The Contractor; at its own expense, shall repair or replace Trailers as
necessary due to normal wear and tear.
1.3 'PROVISION AND STORAGE REQUIREMENTS
The Contractor may accept waste at all-Transfer Stations 7-.days per week between the
hours of 6 a.m. and 12 a.m. (midnight).
TECPMCAL SPECIFICATIONS
February 26, 1992
Addendum 2 &. 3 Incorporated on October 16, 1992
Page 2 of 6
A staging area will be provided at each Transfer Station where the Contractor shall
deliver empty Trailers and accept loaded Trailers, and may store empty and loaded
Trailers. Trailer provision and storage requirements include the following:
A. During the first 12 months of service under this Contract, the Contractor
shall provide sufficient Trailers to allow the greater of the following
quantities of waste to removed from the station each day:
220 tons per day, or
2.0 times x, where x is the highest average tons per day
recorded in any service month, calculated as follows:
1. sum the daily tons delivered to the Contractor in each
month of service under the Contract
2. Divide each sum by the number of days in that month
(i.e., average tons per day for each month)
3. Let x equal the greatest of the averages calculated in
2. above (i.e., maximum of the average tons per
day).
Thereafter, the Contractor shall provide sufficient Trailers to
allow 2.0 times y tons to be removed from the station each
day, where y is the highest average tons per day recorded
for any service month in the most recent 12 months of
service under the Contract.
B. The Contractor shall conduct its operations so that each day that the
Transfer Station throughput is less than or equal to the daily maximum set
forth in A. above, at least one empty Trailer is available at the Transfer
Station.
C. Loaded Trailers shall be stored at the staging area a maximum of 48 hours.
D. the Contractor may store a maximum of 10 empty and loaded Trailers in
the staging area at any one time, of which only 7 may be loaded.
E. The Contractor shall communicate with Transfer Station operators to
ensure an adequate number of Trailers are provided at each station.
TECHNICAL SPECIFICATIONS
February 26, 1992
Addendum 2 & 3 Incorporated on October 16, 1992
Page 3 of 6
i
f
Failure to comply with the Trailer provision and storage requirements shall constitute a
delay of operations.
2. TRACTOR-TRAILER COMBINATIONS
Tare weights and axle spacing of tractor-Trailer combinations used to Transport waste
from Transfer Stations shall be as specified in the Contractor's submittal (Bid Form 14),
unless the County gives written approval of a change in specification. A copy of Bid
Form 14 is incorporated herein by this reference. Failure of the County to object to
Contractor's nonconformance to this specification shall not waive the County's right to
require conformance with specifications.
3. WEIGHING AND BASIS OF PAYMENT
The following specifications shall be used for weighing and o establish
thebas
s of
payment for this Contract. The County reserves the right Y n Ber reliable
means of measuring waste quantities, weighing and establishing the basis of payment,
establishing scale calibration, and alternate weighing procedures in the event that a scale
is inoperable.
3.1 MEASURING DEVICES
Scales used for weighing waste will be designed and maintained in accordance with the
requirements set forth in "Specifications, Tolerances, and Other Technical Requirements
for Weighing and Measuring Devices," U.S. Department of Commerce, National Bureau
of Standards, Handbook 44.
3.2 WEIGHING PROCEDURE AND BASIS OF PAYMENT
Tractor-Trailer combinations used by the Contractor to Transport waste under this
Contract shall be weighed at the Transfer.Stations. At the Transfer Stations; the
Contractor's tractor_ operator shall enter the station and proceed to the scale to establish a
tare weight for the tractor-Trailer combination. The driver shall proceed to the staging
area, uncouple the empty Trailer, hook-up to a loaded Trailer, and return to the scale to
establish a gross weight. The difference between the gross and tare weights will be the
net.,weight of waste in the Trailer. After weighing, a weigh ticket will be prepared that
indicates the Transfer Station, tractor and Trailer identification numbers, date, time,
gross weight, tare weight, and net weight. After verifying the info matand on on t
threce ve a weigh
ticket, the Contractor's tractor operator shall sign theweigh ticket,
copy of the weigh ticket.
TECHMCAL SPECIFICATIONS
February 26, 1992
Addendum 2 & 3 Incorporated on October 16, 1992
Page 4 of 6
The net weight shown on the weigh ticket will serve as the basis of payment for all
services provided by the Contractor.
The Counties will also provide scales that allow the Contractor to verify that loaded
tractor-Trailer combinations conform with legal gross vehicle weight and axle loading
requirements prior to leaving Transfer Stations with a loaded Trailer. The Contractor
may refuse to accept a loaded Trailer if the tractor-Trailer combination that results after
that Trailer is coupled with the Contractor's tractor exceeds legal gross vehicle weight or
axle loading requirements.
3.3 SCALE RECALIBRATION
If the Contractor disagrees with the weight information contained on a weigh
scal tics. e , the
Contractor may request, in writing, recalibration of the Trans n
scales are found to be properly calibrated, the Contractor shall pay all costs incurred for
recalibration; if the Transfer Station scales are improperly calibrated, the County will
tractor
pay for the recalibration. nThe County will reimburse the acto shall reimburse the Countynfor any f
or any
Co
underpayment and the overpayment
attributable to improper calibration, retroactive to the date of the Contractor's written
request.
3.4 ALTERNATE WEIGHING PROCEDURES
If any County Transfer Station scale is inoperable or unavailable, the County may instruct
the Contractor to weigh Trailers at the Disposal Site. In such instances, the procedures
for weighing Trailers and determining the basis for payment will be as follows: After
loading a Trailer, the Transfer Station operator will prepare a
weigh
htticke
t
that indicates
At
all information except weights and will provide a copy of the
ticket the Disposal Site the Contractor shall weigh the loaded Trailer and indicate the gross,
approved tare, and net weight of the Trailer on the weigh ticket. The Contractor shall
initial the ticket and mail a copy of the ticket to the County postmarked within one
business day after the Trailer arrives at the Disposal Site. The initialled weigh ticket will
serve as the basis of payment for all services provided by the Contractor.
4. DISPOSAL SITE
Disposal Sites located within the State of Washington shall, at a minimum, be construc-
ted, operated, monitored, closed, and otherwise maintained in a manner that complies
with all Applicable Laws, including without limitation the Minimum Functional
Standards. Disposal Sites located outside the State of Washington shall be sited,
constructed, operated, monitored, closed, and otherwise maintained in a manner that is
protective of human health and the environment and which is not less strict than that
^ TECHNICAL SPECIFICATIONS
February 26, 1992
Addendum 2 & 3 Incorporated on October 16, 1992
Page 5 of 6
' I
which would be required by the Minimum Functional Standards if such Disposal Sites
were located within the State of Washington.
The Contractor shall not Dispose of waste from the Counties in a landfill, or an
expansion cell next to an existing landfill, that is, or is proposed to be, on the National
Priority List of the federal Superfund Program (40 CFR Part 300), or that is, or is
proposed to be, on a similar list under a similar program for any state. .
If a Disposal Site is located in a jurisdiction that is required to prepare a Comprehensive
Solid Waste Management Plan (or its equivalent if the Facility is located outside the State
of Washington) the Plan of the receiving jurisdiction shall allow waste import to the
Disposal Site.
TECHNICAL SPECIFICATIONS
February 26, 1992
Addendum 2 & 3 Incorporated on October 16, 1992
Page 6 of 6
EXHIBIT C
INSURANCE COMPANY
PERFORMANCE BOND
Bond No.
Issued in Triplicate
KNOW ALL MEN BY THESE PRESENTS: That we,
as Principal (hereinafter "Principal") , and
the INSURANCE COMPANY, a
corporation, as Surety (hereinafter "Surety" ) , subject to the
conditions, limitations and exclusions of this Performance Bond,
are firmly bound unto as Obligee
(hereinafter "Obligee".) , for such monetary amount as incurred by
the Obligee, not to exceed the penal sum of
Dollars , as may be required to remedy any
contractual default by e Principal
twee naPrinc pal performance
Obligeef that
dated
certain written Contractf o r
— — — — — — — — — (hereinafter
"Contract" ) ; for the payment hereof, we bind ourselves, our heirs,
executors, administrators and successors, jointly and severally.
NOW, THEREFORE, if Principal shall well and truly perform its
obligations of the above
contract,
and anycluing con tractualmptly guarantya
faithfully performing the contract
and indemnify and hold
harmless
from any the
obligee form any omission loss,
Of thedamage or claim which may result
Principal , its agents, employees or subcontractors, then this
.obligation shall be null and void, otherwise to be in full force
and effect subject to the following limitations and conditions .
LIMITATIONS AND CONDITIONS
1 . Except for changes which substantially alter the scope
and extent of the Principal ' s obligations under the
contract, Surety hereby waives notice or and consents to
any contract alteration or extension of time made by the
Obligee;
2 . If reasonable notice of, and an opportunity to
participate in an action is given to Surety, any judgment
obtained against Obligee as a result of a default of the
Principal , shall be conclusive against the Principal and
Surety;
3 . Surety' s liability shall be limited to the damages
corresponding to its Bond period, and does not extend to
the complete period of time covered by the contract;
95010824.01
-1-
4 . No suit or action shall be brought under this Bond unless
a claim in writing is asserted against the Bond not later
than two years from the termination date .of the Bond;
5 . Surety shall have the option of arranging for completion
of the work for the remaining period of the Bond.
6 . Surety and Obligee shall seek to cooperate in an effort
to mitigate any damage flowing from a default by the
Principal;
7 . If Surety does not arrange for completion of the work for
the remaining period of the Bond, Surety may pay to
Obligee the penal sum of the Bond in complete discharge
and exoneration of all liability of the Surety;
8 . All payments made in good faith by Surety shall reduce
the Surety's liability under the Bond to the extent of
such payments, provided that if surety elects at anytime
to arrange for completion of the work for the remaining
period of the Bond, Surety accepts the risk that the
costs of completion may exceed the full penal sum of the
Bond unless otherwise agreed to by Surety and Obligee;
9 . Surety does not guaranty the Principal will be able to
renew this Bond from year to year, or that Principal will
be able to replace it through another Surety;
10 . This Bond shall not include liability, loss, cost,
damage, fines, penalties or expense (including attorney
fees) from personal injury (including death) , or from
property damage (including environmental impairment or
clean-up) , or from any criminal or tortious act arising
out of the performance, default, or completion of the
above Agreement, nor shall the Surety be obligated to
provide or maintain any policy or undertaking of
liability insurance;
11 . This Bond inures solely to the benefit of the Obligee.
In the event that the obligee is comprised of more than
one person, firm, corporation, public or private entity,
the conditions, limitations and exclusions of this Bond
shall apply jointly to each and all constituents of the
Obligee, and the aggregate liability of the Surety to the
obligee shall in no event exceed the above penal sum. No
right of action shall accrue under this Bond to or for
the use of any person, firm, corporation, public or
private entity other than the Obligee;
12 . Except as set forth herein, the provisions of the
contract shall control .
13 . The term of this Bond shall be for a period and
beginning
85010824.01
-2-
ending Surety may, at its
sole option, continue this Boni for periods of like
duration by either the writing of a new Bond or the
execution of a continuation certificate executed by its
authorized Attorney-in-Fact; however, in no event shall
the obligation of Surety exceed in the aggregate the
amount herein stated, regardless of the number of new
Bonds or continuation certificates executed by Surety, or
the periods of duration covered, with any "stacking"
Bonds or continuation certificates strictly prohibited;
14 . Surety agrees to give Principal and Obligee not less than
a 180 days notice, prior to expiration of this Bond, of
its intent to not renew this bond by the writing of a new
Bond or the execution of a continuation certificate.
Dated this day of , 1993 .
By:
By:
Attorney-in-Fact
The difference between this Bond and the contract have been
noted. this Performance Bond in all its terms, conditions and
limitations is acknowledged and accepted by:
By:
85010824.01
-3-
EXHIBIT D
Form
(continued)
I. UNIT PRICE BIDS
1, Bid Option 1A
Long-Haul Transport from GEM in Open-Top Trailers
Acceptable Waste S 648.00(Trailer Siz hundred forty eioht dollars per Trailer
Disposal
Acceptable Waste S 18.21 (Ton Eighteen dollars and twenty-one cents per Ton
Asbestos
S 34.00 TTon Thirtt four dollars per Ton
2. Bid Option IB
Long-Haul Transport from GEM in Rear-Load Trailers
Acceptable Waste S 658.42 (Trailer S hundred Gfty eight dollars and for two cents petTrailet
Disposal
Acceptable Waste S 18 21 /Ton �g teen dollars and twenty-one cants per Tor
er Ton
Asbestos
S 34 00 (Ton 7jim four dollars p
BID FORMS gF-G10NAL DISPOSAL COMPANY
Legal Name of Person,Firm or
April 27, 1992 Corporation Submitting Bid
Page 11 of 65
Form 2
(continued)
I. UNIT PRICE BIDS (continued)
1. Bid Option 2A
Long-Haul Transport from LCr.S in Open-Top Trailers
Acceptable Waste $ 604.48/Trailer ,biz hundred four dollars and forty eight cents per Trailer
Disposal
Acceptable Waste $ 18.21 /ton Eighteen dollars and twenty One cents per ton
Asbestos
$ 34.00_ /ton 'Dirty four dollars per ton
2. Bid Option LB
Long-Haul Transport from LOTS in Rear-Load Trailers
Acceptable Waste S611.78(1'railer SL-e hundred eleven dollars and seventy eight cents per Trailer
Disposal
Acceptable Waste $ 18.21 /ton Eghteen dollars and twenty-one gents pet ton
Asbestos
$ 34.00 /ton Thirty four dollars - ep�r ton .
BID FORMS REGIONAL DISPOSAL COMPANY
April 27,1992 Legal Name of Person,Firm or
Page 12 of 65 Corporation Submitting Bid
1
. f
Form
(continued)
I. UNIT PRICE BIDS (continued)
5. Bid Option 3A
Long-Haul Transport from GHCTS in Open-Top Trailers
Acceptable Waste
Total Annual Protect Tons'
0 to 50,000 $ 625.92 (Trailer Six hundred twent tive dollars and ninety two cents per Trailer
501001 to 90,000 S 52512 /Trailer Six hundred twenty five dollars and ninety two cents. per Trader
90,001 to 120,000 $ 525.92 (Trailer Six hundred twenty fi ve dollars and ninety two cents per Trailer
120,000 + $ 525.92 /Trailer Stx hundred twenty dollars and ninety two cents perTratler
Long-Haul Transport from LCTS in Open-Top Trailers
Acceptable Waste
Total Annual Protect Tons
0 to 50,000 $ 625.92 (Trailer Six hundred twenM ive dollars and ninety two cents per Trailer
50,001 to 90,000 S 625 92 /Trailer Six hundred twenty five dollars and ninety two cents per Trailer
0,00 to 120,000 S 625 92 /Trailer Six hundred twenty [ive dollars and ninetYtwo cents
90,001 per Trailer
10,00 + S 625.92 /Trailer Si hundred twenty five dollars and ninety two cents per Trane
Note: 'Total Annual Tons refers to all Acceptable Waste delivered to the Contractor in a service year of this Contract The prices requested above
are the unit prices that will be paid the Contractor for all Trailers that arc accepted at the Transfer station in question. for=mple,if
4o,000 tons are accepted at each of the two stations(GHM and LCT'S)in a service year.the unit price paid by each County will be based
on the price shown above in the 50,001 to 90,000,ton range.'
FORMS RLOIONALDISPOSAL COMPANY
BID
BID F FORMS
Legal Name of Person,Firm or
2 1 9 Corporation Submitting Bid
Page
S
3
_ 3
Form 2
(continued)
I. UNIT PRICE BIDS (continued)
5. Bid Option 3A (continued)
Disposal
Acceptable Waste
Total Annual Project Tons'
0 to 50,000 S 18.21 (Ton Eighteen dollars and twenty one cents Der Ton
50,001 to 90,000 S 18.21 TIoa Eighteen dollars and twenty one cents DerTon
90,001 to 120,000 S 18.21 /i on Eighteen dollars and twenty one cents Der Ton
120,001 + S 18.21 /'['on Eighteen dollars and twenty one cents Der Ton
Asbestos S 34.00 rI on Thirty four dollars Der Ton
Note: 'Total Annual Project Tons refers to all Aomptable waste Disposed by the contractor in a service year of this Contract.
DID FORMS REGIONAL DISPOSAL COMPANY
April 27, 1992 Legal Name of Person,Firm or
Page 14 of 65 Corporation Submitting Bid
Form
(continued)
I. UNIT PRICE BIDS (continued)
6. Bid Option 3B
Long-Haul Transport from GHCTS in Rear-Load Trailers
Acceptable Waste
Total Annual Project Tons
0 to 50,000 $ 635.44 (Trailer Six hundred thirty five dollars and forty four cents per Trailer
50,001 to 90,000 $ 635.44 (Trailer SLZ hundred thirty five dollars and forty-four cents t�erTratleL
90,001 to 120,000 $ 635.44 (Trailer SLx hundred thirty five dollars and forty four cents per Trader
120,000 + S 635.44 /Trailer Six hundred thirty five dollars and forty four cents per Trailer
Long-Haul Transport from LCTS in Rear-Load Trailers
Acceptable Waste
Total Annual Project Tons '
0 to 50,000 $ 635.44 (Trailer Six hundred thirty five dollars and for four cents per Trailer
50,001 to 90,000 $ 635.44 /Trailer Six hundred thirty five dollars and forty four cents per Trailer
90,001 to 120,000 $ 635.44 Trailer Six hundred thirty five dollars and forty four cents per Trailer
120,000 + S 635.44 (Trailer Six hundred thirty_five dollars and forty four cents per Trailer
F
Note: 'Total Annual Tons refers to all Aaxptable Waste delivered to the Contractor in a service year of this Contract The prices requested above
are the unit prices that will be paid the Contractor for ail Trailers that are accepted at the Transfer Station in question. for example,if
40,000 tons are accepted at each of the two stations(GHCI'S and LCI"S)in a service year,the unit price paid by each County will be based
on the price shown above in the 50 001 to 90,000 ton range.'
BID FORMS REGIONAL DISPOSAL COMPANY
April 27, 1992 Legal Name of Person,Firm or
Page 15 of 65 Corporation Submitting Bid
Form 2
(continued)
I. UNIT PRICE BIDS (continued)
6. Bid Option 3B (continued)
Disposal
Acceptable Waste
Total Annual Proiect Tons'
0 to 50,000 S 18.21 /Ton Eighteen dollars and twenty-one cents per Ton
50,001 to 90,000 $ 18.21 Ton Eighteen dollars and twenty-one ants per Ton
90,001 to 120,000 S 18.21 /ion Eighteen dollars and twenty-one ants per Ton
120,001 + $ 18.21 /T_on Eighteen dollars and twenty-one cents per Ton
Asbestos S 34.00 lion Thirty four dollars per Ton
Note: •Total Annual Project Tons refcrs to all Acceptable waste Disposed by the Contractor in a service year of this Contract.
BID FORMS RFGiONALDISPOSAL COMPANY
April 27, 1992 Legal Name of Person,Firm or
Page 16 of 65 Corporation Submitting Bid
Form
(continued)
I. UNIT PRICE BIDS (continued)
7. Bid Option 3C
Long-Haul Transport from GHCTS in Open-Top Trailers
Acceptable Waste
Total Annual Project Tons°
0 to 50,000 $ 624 11 (Trailer Six hundred twentv our dollars and eleven cents per Trailer
50,001 to 90,000 S 624.11 (Trailer Six hundred twenty four dollars and eleven cents per Trailer
90,001 to 120,000 S 624.11 !Trailer Sit hundred twenty four dollars and eleven cents per Trailer
120,000 + $ 624.11 (Trailer Six hundred twenty four dollars and eleven cents nerTrailer
Long-Haul Transport from LOTS in tear-Load Trailers
Acceptable Waste
Total Annual Project Tons `
0 to 50,000 $ 624.11 (Trailer Six hundred twenty four dollars and eleven cents per Trailer
50,001 to 90,000 $ 62411 /Trailer Six hundred twenty four dollars and eleven cents per Trailer
90,001 to 120,000 $ 624 11 /Trailer Six hundred twenty four dollars and eleven cents per Trailer
120,000 + $ 624.11 (Trailer Six hundred twenty four dollars and eleven cents per Trailer
Note: *Total Annual Tons refers to all Acceptable Waste delivered to the Contactor in a service year of this Contract The prices requcstcd above
are the unit prices that will be paid the Contractor for all Trailers that are accepted at the Transfer Station in question. for example,if
40,000 tons are accepted at each of the two stations(GFIM and LCTS)in a service year,the unit price paid by each County will be based
on the price shown above in the 5o,Doi to 90,000 ton range.
BID FORMS REQJONAL DISPOSAL COMP NY
April 27, 1992 Legal Name of Person,Firm or
Page 17 of 65 Corporation Submitting Bid
Form
(continued)
I. UNIT PRICE BIDS (continued)
7. Bid Option 3C (continued)
Disposal
Acceptable Waste
Total Annual Project Tons'
0 to 50,000 $ 18.21 fI'on Eighteen dollars and twenty-one cents per Ton
50,001 to 90,000 $ 18.21 Ton Eighteen dollars and twenty-one cents per Ton
90,001 to 120,000 $ 18.21 (Ion Eighteen dollars and twenty-one cents per Ton
120,001 + $ 18.21 /Ton Eighteen dollars and twenty-one cents per Ton
Asbestos $ 34.00 /Ton "Dirty-four dollars per Ton
Note: 'Total Annual Project Tons refers to all Ao=ptable Waste Disposed by the Contractor in a service year of this Contract.
BID FORMS REGIONAL DISPOSAL COMPANY
April 27, 1992 Legal Name of Person,Firm or
Page 18 of 65 Corporation Submitting Bid
Form 2
(continued)
I. UNIT PRICE BIDS (continued)
S. Bid Option 3D
Long-Haul Transport from GHCTS in Rtar-Load Trailers
Acceptable Waste
Total Annual Project Tons`
0 to 50,000 $ 632.34 (Trailer Svc hundred thirty two dollars and thirty four cents per Trailer
50,001 to 90,000 $ 63234 Trailer Six hundred thirty two dollars and thirty [our cents per Trailer
90,001 to 120,000 $ 63234 /Trailer Six hundred thirty two dollars and thirty four cents per Trailer
120,001 + $ 63234 /Trailer Six hundred thirty two dollars and thirty four cents per Trailer
Long-Haul Transport from LCI'S in Open-Top Trailers
Acceptable Waste
Total Annual Project Tons '
0 to 50,000 $ 63234 /Trailer Six hundred thirty two dollars and thirty four cents per Trailer
50,001 to 90,000 $ 532.34 (Trailer Six hundred thirty two dollars and thirty four cents per Trailer
90,001 to 120,000 $ 32.34 /1-railer Six hundred thirty two dollars and thirty four cents per Trailer
120,001 + $ 63234 (Trailer Six hundred thirty two dollars and thirty four cents per Trailer
Note: *Total Annual Tons refers to all Acceptable Waste delivered to the Contractor in a service year of this Contract The prices requested above
are the unit prices that will be paid the Contractor for all Trailers that are accepted at the Transfer Station in question. for sample,if
4o,000 tons are accepted at each of the two stations(GHCTS and LCTS)in a service year,the unit price paid by each County will be based
on the price shown above in the 50,001 to 90,000 ton range:
BID FORMS REGIONAL DISPOSAL COMPANY
April 27, 1992 Legal Name of Person,Firm or
Page 19 of 65 Corporation Submitting Bid
Form 2
(continued)
I. UNIT PRICE BIDS (continued)
8. Bid Option 3D (continued)
Disposal
Acceptable Waste
Total Annual Proiect Tons'
0 to 50,000 S 18 21 lron Eighteen dollars and twenty-one cents per Ton
50,001 to 90,000 S 18.21 Ton Eigbteen dollars and twenty-one cents yerTon
90,001 to 120,000 S 18 21 /Ton Eiehteen dollars and twenty-one cents oer Ton
120,000 + $ 18.21 Won Eighteen dollars and twenty-one cents per Ton
Asbestos S 34.00 lion Thirty four dollars per Ton
Note: °Total Annual Project Tons refers to all Acceptable Waste Disposed by the Contractor in a service year of this Contract.
DID FORMS REGIONAL DISPOSAL COMPANY
April 27, 1992 Legal Name of Person,Firm or
Page 20 of 65 Corporation Submitting Bid
Form 2
(continued)
II. UNIT PRICE BIDS FOR TRANSPORT FROM OTHER COUNTIES
1. Bid Option 3 a
Open-Top Trailers
Long-Haul Transport from Jefferson County
917 76 /Trailer Nine hundred seventeen dollars and seventy six cents
Acceptable Waste S �er raffle
Long-Haul Transport from Mason County
Acceptable Waste S 755.52_(Trailer Seven hundred fifty five dollars and fifty two cents oer Trailer
Long-Haul Transport from Thurston County
Acceptable Waste S 647.68 /Trailer Six hundred forty seven dollars and sixri eight cents oer Trailer
2. Bid Option 3 a
Rear-Load Trailers
Long-Haut Transport from Jefferson County
Acceptable Waste $ 931.87 9railer ne hundred thirty one dollars and eighty seven cents
�1 i
per Trailer
Long-Haul Transport from Mason County
Acceptable Waste S 768.27 Trailer even hundred suty eight dollars and twenty seven ceht�
r raffle
Long-Haul Transport from Thurston County
Acceptable Waste S 658.76fTrailer Six hundred fifty e t dollars and igh seventy six cents perTrailer
Note: Prices submitted shall be effective regardless of tons received from other Counties. The disposal price for each County will be the equivalent
to the price charged Grays Harbor and Lcwi.s Counties.
BID FORMS REGIONAL Ip SPOSAL COMPANY
April 27, 1992 Legal Name of Person,Firm or
Page 21 of 65 Corporation Submitting Bid
Form 2
(continued)
III. PRICE ESCALATION ADJUSTMENTS
Bid Option 1
Long-Haul Transport 50 °10_ Fiftyfty rceAt
Disposal 85 %Q F;vh (yC percent
Bid Option 2
Long-Haul Transport 50 %_ Fifty percent
Disposal 85 0/0 Eighty-five percent
Bid Option 3
Long-Haul Transport 50 %_ Fifty percent
Disposal 85 % ®whty-five percent
r:
BID FORMS REGIONAL DISPOSAL COMPANY
April 27,1992 Legal Name of Person,Firm or
Page 22 of 65 Corporation Submitting Bid
Form
(continued)
IV. MODIFIED UNIT PRICE BIDS
1. Bid Option 1A
Long-Haul Transport from GHCTS in Open-Top Trailers
Acceptable Waste S /Trailer No Bid cerTrailer
Disposal
Acceptable Waste S fTon No Bid oerTon
Asbestos S lTon No Bid nerTon
2. Bid Option 1B
Long-Haul Transport from GHCTS in Rear-Load Trailers
Acceptable Waste S Mailer No Bid per Trailer
Disposal
Acceptable Waste S /Ton No Bid ncrTon
Asbestos S (Ton No Bid per Ton
BID FORMS REGIONAL DISPOSAL COMPANY
April 27, 1992 Legal Name of Person,Firm or
Page 23 of 65 Corporation Submitting Bid
Form
(continued)
IV. MODIFIED UNIT PRICE BIDS (continued)
1. Bid Option 2A
Long-Haul Transport from LCTS in Open-Top Trailers
Acceptable Waste S Mailer No Bid per Trailer
Disposal'
Acceptable Waste S - /Ton No Bid per Ton
Asbestos S /Ton No Bid per Ton
2. Bid Option 2B
Long-Haul Transport from LCTS in Rear-Load Trailers
Acceptable Waste S /Trailer No Bid per Trailer
Disposal
Acceptable Waste S /Ton No Bid per Ton
Asbestos S (Ton No Bid per Ton
BID FORMS REGIONAL DISPOSAL COMPANY
April 27, 1992 Legal Name of Person,Firm or
Page 24 of 65 Corporation Submitting Bid
Form
(continued)
IV. MODIFIED UNIT PRICE BIDS (continued)
5. Bid Option 3A
Long-Haul Transport from GHCTS in Open-Top TraOers
Acceptable Waste
Total Annual Project Tons`
0 to 50,000 S (Trailer No Bid per Trailer
50,001 to 90,000 S fTraiier No Bid per Trailer
90,001 to 120,000 S /Trailer No Bid per Trailer
120,001 + S (Trailer No Bid per Trailer
Long-Haul Transport from LOTS in Open-Top Trailers
Acceptable Waste
Total Annual Project Tons '
0 to 50,000 S Mailer No Bid per Trailer
50,001 to 90,000 S Mailer No Bid per Trailer
90,001 to 120,000 S /Trailer No Bid per Trailer
120,001 + S (Trailer No Bid per Trailer
Note: 'Total Annual Tons refers to all Acceptable Waste delivered to the Contractor in a service year of this Contract The prices requested above
are the unit prices that will be paid the Contractor for all Trailers that arc accepted at the Transfer Station in quesuon. for cx=ple,if
40,000 tons are accepted at each of the two stations(GHCTS and LCTS)in a scrvicc year,the unit price paid by each County will be based
on the price shown above in the 50,001 to 9o,000 ton range.
BID FORMS REGIONAL DISPOSAL COMPANY
April 27,1992 Legal Name bf Person,Firm or
Page 25 of 65 Corporation Submitting Bid
Form
(continued)
IV. MODIFIED UNIT PRICE BIDS (continued)
8. Bid Option 3A (continued)
Disposal
Acceptable Waste
Total Annual Project Tons'
0 to 50,000 S /Tons No Bid per Ton
50,001 to 90,000 S /Tons No Bid per Ton
90,001 to 120,000 S /Tons No Bid per Ton
120,001 + S /Tons No Bid per Ton
Asbestos S Tons No Bid per Ton
Note: •Total Annual Project Tons refers to all Acceptable Waste Disposed by the Contractor in a service year of this Contract
BID FORMS RFGIONAL DISPOSAL COMPANY
April 27, 1992 Legal Name of Person,Firm or
Page 26 of 65 Corporation Submitting Bid
Form
(continued)
IV. MODIFIED UNIT PRICE BIDS (continued)
6. Bid Option 3B
Long-Haul Transport from GHCTS in Rear-Load Trailers
Acceptable Waste
Total Annual Project Tons'
0 to 50,000 S /Trailer No Bid per Trailer
50,001 to 90,000 $ /Trailer No Bid per Trailer
90,001 to 120,000 S /Trailer No Bid per Trailer
120,001 + S !Trailer No Bid per Trailer
Long-Haul Transport from LCTS in Rear-Load Trailers
Acceptable Waste
Total Annual Project Tons '
0 to 50,000 S /Trailer No Bid per Trailer
50,001 to 90,000 S /Trailer No Bid per Trailer
90,001 to 120,000 S /Trailer No Bid per Trailer
120,001 + $ /Trailer No Bid per Trailer
Note: 'Total Annual Tons refers to all Acceptable Waste delivered to the Contractor in aservice year of this Contract The prices requested above
are the unit priors that will be paid the Contractor for all Trailers that are accepted at the Transfer Station in question. for es:ample,if
40,000 tons are acsxpted at each of the two stidoes(GHCTS and LC7S)in a service yeas,the unit price paid by each County will be based
on the price shown above in the 50,001 to 90,000 ton range.'
BID FORMS REGIONAL DISPOSAL COMPANY
April 27, 1992 Legal Name of Person,Firm or
Page 27 of 65 Corporation Submitting Bid
Form
(continued)
IV. MODIFIED UNIT PRICE BIDS (continued)
6. Bid Option 3B (continued)
Disposal
Acceptable Waste
Total Annual Project Tons'
0 to 50,000 S /Tons No Bid per Ton
50,001 to 90,000 S !Pons No Bid per Ton
90,001 to 120,000 $ /Pons No Bid perTon
120,001 + S Tons No Bid perTon
Asbestos S Tons No Bid per Ton
Note: °Total Annual Project Tons refers to all Acceptable Waste Disposed by the Contractor in a service year of this Contract.
BID FORMS REGIONAL DISPOSAL COMPANY
April 27, 1992 Legal Name of Person,Firm or
Page 28 of 65 Corporation Submitting Bid
Form
(continued)
IV.. MODIFIED UNIT PRICE BIDS (continued)
7. Bid Option X
Long-Haul Transport from GHCTS in Open-Top Trailers
Acceptable Waste
Total Annual Project Tons'
0 to 50,000 S !Trailer No Bid per Trailer
50,001 to 90,000 S /Trailer No Bid per Trailer
90,001 to 120,000 S Trailer No Bid per Trailer
120,001 + S Trailer No Bid per Trailer
Long-Haul Transport from LCTS in Rear-Load Trailers
Acceptable Waste
Total Annual Project Tons'
0 to 50,000 S /Trailer No Bid per Trailer
50,001 to 90,000 S /Trailer No Bid per Trailer
90,001 to 120,000 S (Trailer No Bid per Trailer
120,001 + S /Trailer No Bid per Trailer
i
Note: 'Total Annual Tons refers to all Ao=ptable Waste delivered to the Contractor in a service year of this Contract The prices requested above
are the unit prices that will be paid the Contractor for all Trailers that ire aoxpted at the Transfer Station in question. for example,if
40,000 tons are accepted at each of the two stations(GHCPS and LC 'S)in a service year,the unit price paid by each County will be based
on the price shown above in the 50,001 to 90,000 ton range. '
BID FORMS REGIONAL DISPOSAL COMPANY
April 27, 1992 Legal Name of Person,Firm or
Page 29 of 65 Corporation Submitting Bid
Form 2
(continued)
N. MODIFIED UNIT PRICE BIDS (continued)
7. Bid Option 3C (continued)
Disposal
Acceptable Waste
Total Annual Proiect Tons'
0 to 50,000 $ !Tons No Bid per Ton
50,001 to 90,000 $ Tons No Bid per Ton
90,001 to 120,000 $ iTons No Bid per Ton
120,001 + $ /Tons No Bid per Ton
Asbestos $ /Tons No Bid per Ton
Note: •Total Annual Project Tons rcfers to all Acceptable Waste Disposed by the Contractor in a service year of this Contract.
BID FORMS REGIONAL DISPOSAL COMPANY
April 27, 1992 Legal Name of Person,Firm or
Page 30 of 65 Corporation Submitting Bid
Form 2
(continued)
W. MODIFIED UNIT PRICE BIDS (continued)
8. Bid Option 3D
Long-Haul Transport from GHCTS in Rear-Load Trailers
Acceptable Waste
Total Annual Project Tons'
0 to 50,0W S !Trailer No Bid per Trailer
50,001 to 90,000 $ /Trailer No Bid per Trailer
90,001 to 120,000 S /Trailer No Bid per Trailer
120,001 + S !Trailer No Bid ner Trailer
Long-Haul Transport from LCTS in Open-Top Trailers
Acceptable Waste
Total Annual Project Tons '
0 to 50,000 S !Trailer No Bid perTrailcr
50,001 to 90,000 S rFrailer No Bid per Trailer
90,001 to 120,000 S /Trailer No Bid I erTrailer
120,001 + $ /Trailer No Bid oer Trailer
i
Note: 'Total Annual Tons refers to all Acceptable Waste delivered to the Contractor in a service year of this Contract The prices requested above
are the unit prices that will be paid the Contractor for all Trailers that are accepted at the Transfer Station in question. for example,if
40,000 tons are accepted at each of the two stations(GHCr'S and LCT'S)in a service year,the unit price paid by each County will be based
on the price shown above in the 50,001 to 90,000 ton range.
BID FORMS REGIONAL DISPOSAL COMPANY
April 27,1992 Legal Name of Person,Firm or
Page 31 of 65 Corporation Submitting Bid
Form
(continued)
IV. MODIFIED UNIT PRICE BIDS (continued)
8. Bid Option 3D (continued)
Disposal
Acceptable Waste
Total Annual Project Tons'
0 to 50,000 S rrons No Bid per Ton
50,001 to 90,000 S /Tons No Bid per Ton
90,001 to 120,000 S /Pons No Bid per Ton
120,001 + S /Tons No Bid per Ton
Asbestos S /Tons No Bid per Ton
Note: •Total Annual Project Tons refers to all Acceptable Waste Disposed by the Contractor in a service year of this Contract.
t
BID FORMS REGIONAL DISPOSAL COMPANY
April 27, 1992 Legal Name of Person,Firm or
Page 32 of 65 Corporation Submitting Bid
Form
(continued)
V. MODIFIED UNIT PRICE BIDS FOR TRANSPORT FROM OTHER COUNTIES
1. Bid Option 3 a
Open-Top Trailers
Long-Haul Transport from Jefferson County
Acceptable Waste S . /Trailer No Bid pe r Irailer
Long-Haul Transport from Mason County
Acceptable Waste S . Mailer No Bid per Trailer
Long-Haul Transport from Thurston County
Acceptable Waste S /Trailer No Bid per Trailer
2. Bid Option 3 a
- Rear-Load Trailers
Long-Haul Transport from Jefferson County
Acceptable Waste S /Trailer No Bid per Trailer
Long-Haul Transport from Mason County
Acceptable Waste S !Trailer No Bid per Trailer
Long-Haul Transport from Thurston County
Acceptable Waste S /Trailer No Bid per Trailer
Note: Prices submitted shall be effeaive regardless of tons rectivcd from other Counties. The disposal price for each County will be the equivalent.
to the price charged Crays Harbor and Lewis Counties.
BID FORMS REGIONAL.DISPOSAL COMPANY
April 27, 1992 Legal Name of Person,Firm or
Page 32i of 65 Corporation Submitting Bid
6
Form 2
(continued)
VI. MODIFIED PRICE ESCALATION ADJUSTMENTS
Bid Option 1
Long-Haul Transport % No Bid percent
Disposal % No Bid percent
Bid Option 2
Long-Haul Transport % No Bid percent
Disposal % No Bid percent
Bid Option 3
Long-Haul Transport % No Bid percent
Disposal % No Bid percent
BID FORMS REGIONAL.D15POSAL COMPANY
April 27, 1992 Legal Name of Person,Firm or
Page 32ii of 65 Corporation submitting Bid