HomeMy WebLinkAboutCONSENT Recycling operations Murreys Disposal Jefferson County
Board of Commissioners
Consent Agenda Request
To: Board of Commissioners
Josh Peters, County Administrator
From: Eric Kuzma
Public Works Director
Agenda Date: January 20, 2026
Subject: Jefferson County Recycling Center Operating Agreement
Statement of Issue: An Operating Agreement for the County's recycling center is a necessary next step
in modernizing the County's recycling program and follows from the BoCC's adoption of a Level of
Service Ordinance for curbside recycling on November 3, 2025.
Analysis/Strategic Goals/Pro's& Con's: Waste Connections is the only Washington Utilities and
Transportation Commission"G-Cert"hauler for the East Jefferson County service area and has the
exclusive responsibility for curbside collection of recyclable materials that are described in the Level of
Service Ordinance. Waste Connections also operates the nearest material recovery facility by road miles.
As such,entering into the attached Operating Agreement would provide the most cost-efficient operation
to the benefit of the curbside service subscribers.
Waste Connections has also indicated that it would prefer to pre-process recyclable materials collected by
contract in the Cities of Port Townsend and Sequim at the County's recycling center which would
moderate service rates for residents of Port Townsend and Sequim while reducing the carbon footprint for
the recycling programs when compared to transporting the materials to the pre-processing facility in Port
Angeles.
Fiscal Impact/Cost Benefit Analysis: Per the Operating Agreement there is no direct or indirect funding
of the recycling center operation on the part of Jefferson County and all costs and expenses related to the
use of the facility, including but not limited to permit fees, utilities, labor, and maintenance and repair
costs are the obligation of Waste Connections.
Recommendation: Public Works recommends entering into the attached Operating Agreement with
Waste Connections.
Department Contact:
Al Cairns, Solid Waste Manager x213
Reviewed By:
cs. DOrdtzio
Jo. • 'eters,County Administrator Dat
CONTRACT REVIEW FORM Clear Form
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: Waste Connections dba Murry's Disposal Company. Inc. Contract No: 2025-088
Contract For: County Recycling Center Operation Term: 10 Years
COUNTY DEPARTMENT: Public Works
Contact Person: Al Cairns
Contact Phone: X213
Contact email: acaims@co.lefferson.wa
AMOUNT: N/A PROCESS: _ Exempt from Bid Process
Revenue: N/A Cooperative Purchase
Expenditure: N/A Competitive Sealed Bid
Matching Funds Required: N/A Small Works Roster
Sources(s)of Matching Funds N/A Vendor List Bid
Fund # N/A RFP or RFQ
Munis Org/Obj N/A ✓ Other: Cost analysis
APPROVAL STEPS:
STEP 1: DEPARTMENT CERTIFIES COMPLIANCE WITH JCC 3.55.080 AND CHAPTER 42.23 RCW.
CERTIFIED: ■❑ N/A:0 a.i cai)zdf-d- 1/14/26
Signature Date
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL
AGENCY.
CERTIFIED: ❑� N/A: �` 1/14/26
Signature Date
STEP 3: RISK MANAGEMENT REVIEW(will be added electronically through Laserfiche):
Electronically approved by Risk Management on 1/14/2026.
STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche):
Electronically approved as to form by PAO on 1/14/2026.
Negotiated with the assistance of the PAO.
STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND
PROSECUTING ATTORNEY(IF REQUIRED).
STEP 6: CONTRACTOR SIGNS
STEP 7: SUBMIT TO BOCC FOR APPROVAL
OPERATING AGREEMENT FOR
THE JEFFERSON COUNTY RECYCLING CENTER
This Operating Agreement(all terms in bold are defined below)is between Jefferson County,
Washington(the"County")and Murrey's Disposal Company, Inc. ("Murrey's").
WHEREAS, RCW 36.58.040 states:
A county may construct,lease,purchase,acquire,add to,alter,or extend solid waste
handling systems,plants,sites,or other facilities and shall have full jurisdiction and
authority to manage, regulate, maintain, utilize, operate, control, and establish the
rates and charges for those solid waste handling systems, plants, sites, or other
facilities.A county may enter into agreements with public or private parties to: (a)
Construct,purchase,acquire, lease, add to,alter,extend,maintain,manage,utilize,
or operate publicly or privately owned or operated solid waste handling systems,
plants, sites, or other facilities; (b) establish rates and charges for those systems,
plants, sites,or other facilities; (c)designate particular publicly or privately owned
or operated systems, plants, sites, or other facilities as disposal sites; (d) process,
treat,or convert solid waste into other valuable or useful materials or products;and
(e)sell the material or products of those systems,plants,or other facilities.
and,
WHEREAS,the County currently contracts for the collection of recyclable materials at drop-off
locations in East Jefferson County and for the processing, marketing, and delivery of these
materials to buyers with funding for these services derived from the fees charged for garbage
disposal at County-owned and operated solid waste handling facilities;
WHEREAS,the recycling services agreement includes the lease of the County-owned Recycling
Processing Center;
WHEREAS,the term of the recycling services agreement expires March 31, 2026;
WHEREAS, the Jefferson County Solid Waste Management Plan includes as a goal: "promote
the use of private industry to carry out the components of the solid waste system, if feasible";
WHEREAS, the Board of Commissioners has determined that recycling services should be
delivered by the private sector;
WHEREAS,Murrey's is the only private sector waste hauler in East Jefferson County authorized
by the Washington Utilities and Transportation Commission to collect residential recyclables;
WHEREAS,Murrey's will offer residential curbside collection of recyclable materials in accord
with the Level of Service Ordinance (Ordinance No. 10-1103-25) adopted by the Board of
Commissioners on November 3, 2025,but effective on April 1,2026.
WHEREAS,Murrey's will bill customers directly for such service;
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WHEREAS, rates for the various service options in the Level of Service Ordinance are determined
by the Washington Utilities and Transportation Commission; and,
WHEREAS, the Board of Commissioners has determined that it would benefit residential
recycling customers and lower the recycling program's carbon footprint were Murrey's to utilize
the County-owned Recycling Processing Facility rather than transporting the materials to the
nearest alternate processing facility in Port Angeles.
NOW THEREFORE IT IS AGREED:
1 PURPOSES OF THIS OPERATING AGREEMENT.
The purpose of this Operating Agreement is to ensure the continued availability, use and
maintenance of the Recycling Processing Facility;
2 DEFINITIONS.
2.1 "Recycling Processing Facility" means the approximate 1.6 acres of County-owned
property as shown in Exhibit A and the buildings and infrastructure there-in that are used
for the processing and storing of recyclable material prior to delivery to buyers.
2.2 "Board of Commissioners"means the Jefferson County Board of Commissioners.
2.3 "The County" means Jefferson County, Washington, a municipal corporation and a
political subdivision of the State of Washington.
2.4 "Public Works Director" means the person responsible for the Jefferson County
Department of Public Works.
2.5 "Murrey's" means the private corporation which provides residential curbside recycling
services in East Jefferson County under a Tariff issued by the Washington Utilities and
Transportation Commission.
2.6 "Tariff' means the document issued by the Washington Utilities and Transportation
Commission that defines customer options such as bin sizes and collection frequency and
the rates for such service options that Murrey's is allowed to charge customers.
2.7 "Washington Utilities and Transportation Commission"means the agency responsible
for regulating utility and transportation sectors in Washington State.
2.8 "Recycling Processing Facility" means the property, utility services, buildings and other
infrastructure owned by the County within the area shown in Exhibit A.
2.9 "Environmental Law" means any federal, state or local statute, regulation, code, rule,
ordinance,order,judgment,decree, injunction or common law pertaining in any way to the
protection of human health or the environment, including without limitation, the Resource
Conservation and Recovery Act, the Comprehensive Environmental Response,
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Compensation and Liability Act, the Toxic Substances Control Act, and any similar or
comparable state or local law.
2.10 "Hazardous Substance" means any hazardous, dangerous or toxic wastes, materials, or
substances as defined in state or federal statutes or regulations as currently adopted or
hereafter amended, and includes without limitation petroleum oil and any of its fractions.
2.11 "Losses"means, without limitation: (a)the cost of any investigation, removal, remedial or
other response action that is required by any Environmental Law, that is required by
judicial order or by order of or agreement with any governmental authority, or that is
necessary or otherwise is reasonable under the circumstances;(b)Losses for injury or death
of any person; and, (c)Losses arising under any later-enacted Environmental Law.
2.12 "Operate"means engaging in Operations at the Recycling Processing Facility.
2.13 "Operations"means temporary storage, sorting, baling, and loading of accepted materials
at the Recycling Processing Facility.
2.14 "Operating Agreement" means this Operating Agreement for the Recycling Processing
Facility.
2.15 "Operations Plan" means a description of the process for material throughput, fire and
emergency responses and protocol, and the location of emergency response equipment.
2.16 "Parties"means the parties to this Operating Agreement.
2.17 "Party" means one of the Parties.
2.18 "Policies"means more than one Policy.
2.19 "Section"means a section of this Operating Agreement.
3 TERM OF OPERATING AGREEMENT.
This Operating Agreement begins on the Effective Date and terminates on December 31, 2036,
unless otherwise terminated or extended by the Board of Commissioners. If this Operating
Agreement is not renewed, expiration shall be automatic.
4 RESPONSIBILITIES OF MURREY'S.
4.1 Murrey's shall submit to the County an Operations Plan for the Recycling Processing
Facility no later than sixty (60) days prior to the commencement of this Operating
Agreement.
4.2 Murrey's shall secure all necessary permits for the operation of the Recycling Processing
Facility.
4.3 Murrey's operations shall include the storage, processing and market delivery of accepted
materials from Jefferson County, and other regional customers at Murrey's discretion, provided
that service to Jefferson County customers is prioritized.
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4.4 Murrey's shall pay all costs and expenses related to the use of the Recycling Processing
Facility for the purposes described in Section 1, including, but not limited to, permit fees,
utilities, labor, and maintenance and repair costs.
4.5 Murrey's shall purchase all specialized equipment necessary for the operation of the
Recycling Processing Facility (E.g., baler, front end loader, trailers, etc.) and shall retain
ownership of such equipment.
4.6 The County will provide no property upkeep or maintenance services. Murrey's shall be
responsible for all costs to keep the facility in good working order including items such as
roof repair and replacement, asphalt repair, septic system repair and maintenance, etc.
4.7 The Public Works Director or their designee may authorize Murrey's to improve,
modify, or expand buildings and infrastructure where such modifications improve
operations. Murrey's will do so at its own cost and such improvements, modifications, or
expansions shall remain the property of the County.
4.8 Murrey's shall employ such persons as necessary to carry out its operations. In doing so,
Murrey's shall comply with all State and Federal Laws and regulations dealing with
employee and contracted service.
4.9 Murrey's shall manage the risks and hazards associated with Recycling Processing
Facility operations in a manner reasonably satisfactory to the Public Works Director or
their designee. Murrey's shall specifically manage for risks associated with the use and
maintenance of the Recycling Processing Facility, including but not limited to the
identification and mitigation of building and facility hazards.
4.10 Murrey's shall operate the Recycling Processing Facility in compliance with all federal,
state, and local laws, regulations and any permits issued thereunder.
4.11 Murrey's shall keep the Recycling Processing Facility free and clear of any liens and
encumbrances arising from its actions pursuant to this Operating Agreement and its use
of the Recycling Processing Facility.
4.12 No modifications may be made to the facilities, infrastructure or other property located at
the Recycling Processing Facility without the written approval of the Public Works
Director or their designee. This Section shall not apply to maintenance or minor repairs
performed by Murrey's.
4.13 Murrey's must receive prior written approval by the County of any proposed changes in
Operation of the Recycling Processing Facility. Failure to do so may result in termination
of this Operating Agreement at the discretion of the County.
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4.14 Murrey's shall promptly notify the County in writing if Murrey's becomes aware that it
is acting or operating in alleged violation of any local, state, or federal law or permit.
5 RESPONSIBILITIES OF THE COUNTY.
5.1 The County shall provide Murrey's with access to the Recycling Processing Facility in
as-is condition, free of liens or encumbrances.
5.2 The County shall facilitate the transition between the current contract recycler and
Mu rrey's.
5.3 The County shall give public notice of the change in drop-off area and respond to public
feedback on changes to the service.
5.4 The County shall make necessary traffic revisions to preclude the general public from
facility access.
6 FUNDING BY THE COUNTY.
6.1 The County shall provide no direct or indirect funding of the Operation.
7 LIMITED LICENSE IN SUPPORT OF OPERATING AGREEMENT.
7.1 Murrey's shall have a license to use the Recycling Processing Facility, solely for the
purposes outlined in Section 1.
7.2 Murrey's acknowledges that this Operating Agreement does not transfer, grant, or
convey to it any ownership interest,title,or easement in the Recycling Processing Facility.
7.3 The County reserves the mineral and timber rights associated with the Recycling
Processing Facility.
8 EFFECTIVE DATE.
This Operating Agreement shall become effective when signed by the last Party.
9 PUBLIC HEALTH AND ENVIRONMENTAL PROTECTION.
9.1 Murrey's shall operate the Recycling Processing Facility in compliance with all federal,
state, and local laws, regulations and any permits issued thereunder.
9.2 Murrey's hereby agrees to indemnify,defend,and hold harmless,and to waive,release and
discharge the County from any and all present or future claims or demands, and any and
all damages, Losses, injuries, liabilities, causes of actions (including, without limitation,
causes of action in tort)costs and expenses(including,without limitation,fines,penalties or
judgments, and reasonable attorneys' fees) of any and every kind or character, known or
unknown made against the County by a person not a Party, arising from or in any way
related to(i)the alleged presence, use, storage, generation,manufacture,transport,release,
leak, spill, disposal or other handling of any Hazardous Substances in, on, or at the
Recycling Processing Facility, which occurred on or after April 1, 2026; (ii) Murrey's
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exacerbation of any such condition of the Recycling Processing Facility;and,(iii)the cost
of any required cleanup of the Recycling Processing Facility. PROVIDED, however, that
nothing in this subsection is intended to cover Hazardous Substances in existence at the
Recycling Processing Facility prior to April 1, 2026, which is the date Murrey's began
Operations at the Recycling Processing Facility.
10 APPLICABLE LAW.
It is understood and agreed that this Operating Agreement is entered into in the State of
Washington. This Operating Agreement shall be governed by and construed under the laws of
the United States,the State of Washington and the County of Jefferson,as if applied to transactions
entered into and to be performed wholly within Jefferson County, Washington between Jefferson
County residents. No Party may argue or assert that any state law other than Washington law
applies to the governance or construction of this Operating Agreement.
11 DISPUTES.
The Parties agree to use their best efforts to prevent and resolve disputes before they escalate into
claims or legal actions.Any disputed issue not resolved under this Operating Agreement shall be
submitted in writing to the Public Works Director. If any dispute cannot be resolved between
Murrey's and the Public Works Director within 10 days of receipt of the written submission,the
dispute shall be forwarded to the County Risk Manager,whose decision shall be subject to judicial
review. If either Party deems it necessary to institute legal action or proceeding to enforce any
right or obligation under this Operating Agreement, each Party in such action shall pay for its
own attorney's fees and court costs.Any legal action shall be initiated in the Superior Court of the
State of Washington for Jefferson County. The Parties agree that all questions shall be resolved
by application of Washington law and that the Parties have the right of appeal from such decisions
of the Superior Court under the laws of the State of Washington.Murrey's consents to the personal
jurisdiction of the Superior Court of the State of Washington for Jefferson County.
12 INDEMNIFICATION.
12.1 Murrey's shall defend, indemnify and hold the County, its officers, officials,employees,
agents and volunteers(and their marital communities)harmless from any claims, injuries,
damages, losses or suits, including reasonable attorney's fees, arising out of or resulting
from the negligent acts,errors or omissions of Murrey's in performance of this Operating
Agreement,except for injuries and damages caused by the sole negligence of the County.
12.2 Should a court of competent jurisdiction determine this Operating Agreement is subject
to RCW 4.24.115 if liability for damages occurs arising out of bodily injury to persons or
damages to property caused by or resulting from the concurrent negligence of
Murrey's and the County, its officers, officials, employees, agents and volunteers (and
their marital communities),Murrey's liability,including the duty and cost to defend,shall
be only for Murrey's negligence.
12.3 It is further specifically understood that the indemnification provided constitutes Murrey's
waiver of immunity under Industrial Insurance,title 51 RCW,solely for the purposes of this
indemnification; provided, however, this waiver does not apply to damages or injuries
caused in whole or in part by the County.This waiver has been mutually negotiated by the
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Parties.
12.4 This Section shall survive the expiration or termination of this Operating Agreement.
13 INDEPENDENT CONTRACTOR.
13.1 Murrey's is an independent contractor regarding the services provided under this
Operating Agreement.
13.2 Murrey's is not an agent, an employee or a servant of the County.
13.3 Murrey's specifically has the right to direct and control Waste Connection's own
activities and all of its employees, agents and representatives in providing the agreed
services in accordance with the specifications set out in this Operating Agreement.
13.4 Murrey's acknowledges that there is no direct or indirect compensation for this Operating
Agreement and that Murrey's is not entitled to any County benefits, including, but not
limited to: retirement, vacation pay; holiday pay; sick leave pay; medical, dental or other
insurance benefits; fringe benefits; or any other rights or privileges afforded to County
employees.
13.5 Should any governmental agency audit the files of and request information on either Party,
each Party agrees to furnish promptly the requesting Party with any relevant records related
to the services rendered under this Operating Agreement.
14 INSURANCE REQUIREMENTS.
14.1 Murrey's shall obtain and keep in force during the terms of the Operating Agreement or
as otherwise required, the following insurance coverage described below with companies
or through sources approved by the State Insurance Commissioner pursuant to chapter
48.62 RCW and on a form reasonably acceptable to the Jefferson County Risk Manager.
14.2 The County shall be named on all certificates of insurance as an additional insured. The
certificates of insurance shall cover the activities specified in or performed under this
Operating Agreement. Murrey's shall provide to the County the full text of any
endorsement listed solely by its name, number, or title (as opposed to the full text of said
endorsement).
14.3 If the proof of insurance or certificate indicating the County is an "additional insured" to
a policy obtained by Murrey's refers to an endorsement(by number or name)but does not
provide the full text of that endorsement, then it shall the obligation of Murrey's to obtain
the full text of that endorsement and forward that full text to the County.
14.4 Upon Waste Connection's failure to comply with all provisions of this Operating
Agreement relating to insurance, the County may terminate this Operating Agreement
in a manner consistent with this Operating Agreement.
14.5 The coverage limit for any insurance purchased to provide coverage for damage to property
owned by Murrey's at the Recycling Processing Facility shall be in an amount not less
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than the replacement value of Murrey's-owned property, including but not limited to
structures and infrastructure on the Recycling Processing Facility.
14.6 All insurance shall be obtained from an insurance company authorized to do business in
the State of Washington.
14.7 Murrey's shall submit a certificate of insurance as outlined above within 14 days of the
execution of this Operating Agreement to the County.
14.8 No cancellation of the foregoing policies shall be effective without thirty (30) days prior
notice to the County.
14.9 The following types of insurance shall be maintained by Murrey's for its
Operations at the Recycling Processing Facility.
14.10 Worker's Compensation (Industrial Insurance).
14.11.1.1 Murrey's shall maintain workers' compensation insurance at its own
expense, as required by title 51 RCW, for the term of this Agreement and
shall provide evidence of coverage to Jefferson County Risk Management,
upon request.
14.11.1.2 The worker's compensation insurance shall cover all employees with limits
meeting all state and federal laws. This coverage shall be include
Employer's Liability with limits meeting all state and federal laws.
14.11.1.3 Except for injuries or damage directly caused by the County's negligence
or willful misconduct, Murrey's expressly waives by mutual negotiation
all immunity and limitations on liability, regarding the County, under any
industrial insurance act, disability benefit act, or other employee benefit act
of any jurisdiction which would otherwise apply in the case of such claim.
14.11.1.4 If the County incurs any costs to enforce this subsection, all cost and fees
may be recoverable from Murrey's.
14.11 Commercial Automobile Liability Insurance. Murrey's shall obtain bodily injury and
property damage liability coverage for all owned and non-owned vehicles assigned to or
used in the performance of the work for a combined single limit of not less than$1,000,000
per occurrence in connection with Waste Connection's performance of the Operating
Agreement, including coverage for:
14.12.1.1 Owned Automobiles;
14.12.1.2 Hired Automobiles, and;
14.12.1.3 Non-owned Automobiles.
14.12 General Commercial Liability Insurance. Murrey's shall obtain general liability coverage
in an amount not less than a single limit of one million dollars ($1,000,000.00) per
occurrence and an aggregate of not less than two million dollars ($2,000,000) for bodily
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injury, including death and property damage, unless a greater amount is specified in the
contract specifications.The insurance coverage shall contain no limitations on the scope of
the protection provided and include the following minimum coverages:
14.13.1.1 Broad Form Property Damage, with no employee exclusion;
14.13.1.2 Personal Injury Liability, including extended bodily injury;
14.13.1.3 Broad Form Contractual/Commercial Liability - including: completed
operations;
14.13.1.4 Premises - Operations Liability(M&C);
14.13.1.5 Independent Contractors and subcontractors; and,
14.13.1.6 Blanket Contractual Liability.
14.13.1.7 Said general commercial liability policy shall name the County as an
additional insured and shall include a provision prohibiting cancellation or
reduction of coverage of said policy except upon thirty (30) days prior
written notice to the County. Certificates of coverage as required by this
Section shall be delivered to the County within thirty(30)days of execution
of this Operating Agreement.
14.13 Murrey's shall not Operate on or use the Recycling Processing Facility
without the forgoing insurance provisions being fully satisfied.
14.14 All insurance policies obtained by Murrey's in order to comply with this Section shall be
primary and non-contributory as against any coverage for third party liability claims
obtained and retained by the County through chapter.48.62 RCW"Risk Pool."
14.15 It is agreed by the Parties that insurers shall have no right of recovery or subrogation
against the County (including its employees and other agents and agencies), it being the
intention of the Parties that the insurance policies so affected shall protect both Parties
and be primary coverage for any and all losses covered by the above described insurance.
14.16 The insurance maintained by Murrey's under this Operating Agreement shall not in any
manner limit or qualify the liabilities or obligations of Murrey's under this Operating
Agreement.
15 HARASSMENT AND DISCRIMINATION PROHIBITED.
15.1 Any form of harassment, discrimination, or improper fraternization with any County
employee is strictly prohibited.
15.2 Murrey's shall not discriminate against any person in performance of Murrey's
responsibilities under this Operating Agreement or in the selection and retention of
employees or procurement of materials or supplies on the basis of age, sex, marital status,
sexual orientation, religion, creed, race, color, national origin, honorably discharged
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veteran or military status, or the presence of any sensory, mental, or physical disability or
the use of a trained dog guide or service animal by a person with a disability, unless based
upon a bona fide occupational qualification.
16 NO ASSIGNMENT.
No Party shall assign its rights under this Operating Agreement, unless done in writing and
approved by the other Party.
17 MODIFICATION.
This Operating Agreement may be modified during the term of this Operating Agreement only
by mutual agreement of the Parties, which shall be appended to this Operating Agreement.
18 TERMINATION.
18.1 This Operating Agreement may be terminated by any Party for cause upon providing the
other Party with written notice ninety(90)days prior to the date of termination.The written
notice of termination must explain the reason for termination, if any.
18.2 After receipt of a notice of termination, and before termination, the Party in receiving the
notice of termination may cure the defect, if any, or make the case for why this Operating
Agreement should not be terminated. The Party issuing the notice of termination may
consider the case by the other Party and may continue with the termination or rescind the
termination notice. If the termination notice is rescinded this Operating Agreement shall
continue in force for the full term.
18.3 Either Party may notify the other Party of an alleged default and the Party allegedly in
default shall have twenty (20) days to cure same. The period to cure the default may be
extended by mutual agreement.
19 ENTIRE AGREEMENT. This Operating Agreement memorializes the entire Agreement
of the Parties and all parts of this Operating Agreement are contained herein. The Parties
agree that:
19.1 No representation or promise not contained in this Operating Agreement has been made.
19.2 They are not entering into this Operating Agreement based on any inducement, promise
or representation, expressed or implied, which is not contained in this Operating
Agreement.
19.3 This Operating Agreement supersedes all prior or simultaneous representations,
discussions, negotiations, and Operating Agreements, whether written or oral, within the
scope of this Operating Agreement.
20 SECTION HEADINGS.
The headings of the Sections of this Operating Agreement are for convenience of reference only
and are not intended to restrict, affect, or be of any weight in the interpretation or construction of
the Sections or this Operating Agreement.
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21 LIMITS OF ANY WAIVER OF DEFAULT.
No consent by either Party to, or waiver of, a breach by either Party, whether express or implied,
shall constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by
either Party.
22 NO ORAL WAIVER.
No term or provision of this Operating Agreement will be waived by either Party,and no breach
excused by either Party, unless such waiver or consent is in writing signed on behalf of the Party
against whom the waiver is asserted. Failure of a Party to declare any breach or default
immediately upon the occurrence thereof, or delay in taking any action in connection with, shall
not waive such breach or default.
23 SEVERABILITY.
Provided it does not result in a material change in the terms of this Operating Agreement, if any
provision of this Operating Agreement or the application of this Operating Agreement to any
person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of
this Operating Agreement and the application this Operating Agreement shall not be affected
and shall be enforceable to the fullest extent permitted by law.
24 SURVIVAL.
Those provisions of this Operating Agreement that by their sense and purpose should survive the
term of this Operating Agreement shall survive the term of this Operating Agreement. Without
limiting the generality of the preceding sentence, and for the avoidance of doubt, the provisions
that survive the term of this Operating Agreement include: (a) controlling law; (b) insurance;
and, (c) indemnification.
25 PROVISIONS REQUIRED BY LAW ARE ADDED.
Any provision of law and any clause required by law to be in this Operating Agreement are made
a part of this Operating Agreement and shall be read and enforced as though they were they were
included in this Operating Agreement and as if omitted by mistake, if ever any such provision or
clause is not included, or is not correctly inserted, this Operating Agreement shall be amended
to add or correct such clause forthwith upon the request of any Party to another Party.
26 BINDING ON SUCCESSORS, HEIRS AND ASSIGNS.
This Operating Agreement shall binding upon and inure to the benefit of the Parties' successors
in interest, heirs and assigns.
27 NO THIRD-PARTY BENEFICIARIES.
The Parties do not intend, and nothing in this Operating Agreement shall be construed to mean,
that any provision in this Operating Agreement is to benefit any person or entity who is not a
Party.
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28 SIGNATURE IN COUNTERPARTS.
This Operating Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, and all of which counterparts together shall constitute the same instrument
which may be sufficiently evidenced by one counterpart. Execution of this Operating Agreement
at different times and places by the Parties shall not affect the validity of this Operating
Agreement, so long as all the Parties execute a counterpart of this Operating Agreement.
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29 FACSIMILE AND ELECTRONIC SIGNATURES.
The Parties agree that facsimile and electronic signatures shall have the same force and effect as
original signatures.
30 ARMS-LENGTH NEGOTIATIONS.
The Parties agree this Operating Agreement has been negotiated at arms-length, with the
assistance and advice of competent, independent legal counsel.
31 MAINTENANCE OF RECORDS.
31.1 Each Party shall maintain books, records, documents and other evidence that sufficiently
and properly reflect all direct and indirect costs expended by either to perform this
Operating Agreement. These records shall be subject to reasonable inspection, review or
audit by personnel of both Parties, other personnel duly authorized by either Party, the
Office of the State Auditor, and federal officials so authorized by law.
31.2 All books, records, documents, and other material relevant to this Operating Agreement
shall be retained for six years after expiration the Operating Agreement. The Office of
the State Auditor, federal auditors, the Jefferson County Auditor, and any persons duly
authorized by the Parties shall have reasonable access and the right to examine these
materials during this period.
31.3 If any litigation, claim or audit is started before the expiration of the six (6) year period,
the records shall be retained until all litigation, claims, or audit findings involving the
records have been resolved.
31.4 Records and other documents, in any medium, furnished by one Party to this Operating
Agreement to the other Party, shall remain the property of the furnishing Party, unless
otherwise agreed.
32 PUBLIC RECORDS ACT.
32.1 Notwithstanding any provisions of this Operating Agreement to the contrary,to the extent
any record, including any electronic, audio, paper or other media, must be kept or indexed
as a public record under the Washington Public Records Act, chapter 42.56 RCW(as may
be amended), Murrey's agrees to maintain all records constituting public records and to
produce or assist the County in producing such records, within the time frames and
parameters in state law.
32.2 Murrey's also agrees that upon receipt of any written public records request, Murrey's
shall, within two business days, notify the County by providing a copy of the request per
the notice provisions of this Operating Agreement.
32.3 This Operating Agreement, once executed, becomes a "public record" subject to
production to a third Party if it is requested under the Washington Public Records Act,
chapter 42.56 RCW (as may be amended).
{00127588.DOCX.} 13
33 ATTACHMENTS.
Any document in this Operating Agreement identified as an attachment is part of this Operating
Agreement and is incorporated by reference into this Operating Agreement.
34 REFERENCE TO SECTIONS IN THIS OPERATING AGREEMENT.
Any reference to a section in this Operating Agreement is a reference to a Section of this
Operating Agreement, unless clearly stated to the contrary.
35 NOTICES. Notices shall be given at these addresses and contact points:
Jefferson County Board of County Commissioners
PO Box 1220
Port Townsend, WA 98368
Murrey's Disposal Company, Inc.
970 Carlsborg Rd.
Sequim, WA 98382
With a copy to:
Waste Connections
3 Waterway Square Place, Suite 110
The Woodlands, TX 77380
Attn: Legal Department
(SIGNATURES FOLLOW ON NEXT PAGE)
{00127588.DOCX.} 14
JEFFERSON COUNTY WASHINGTON MURREY'S DISPOSAL COMPANY,
Board of County Commissioners INC.
Jefferson County,Washington />
By:
Greg Brotherton, Date By:
Chair Signature
By: Name: AoA M e N
Heather Dudley-Nollette,Date
Commissioner Title: 01 J t S 10'4 U ICE e(l.c-S trtCs1
Date: C"/ 15/Z6
By:
Heidi Eisenhour, Date
Commissioner
SEAL:
ATTEST:
Carolyn Gallaway,CMC Date
Clerk of the Board
Approved as to form only:
, i
1. C a nuary 14, 2026 6`/Philip C. Hunsucker Date
Chief Civil Deputy Prosecuting Attorney
{00127588.DOCX} 15
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