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HomeMy WebLinkAbout082018_ca01Department of Public Works O Consent Agenda Page 1 of 1 Jefferson County Board of Commissioners Agenda Request To: Board of County Commissioners Philip Morley, County Administrator From: Monte Reinders, Public Works Director/County Engineer Agenda Date: August 20, 2018 Subject: RFP Solid Waste Transport and Disposal Contract Statement of Issue: Public Works requests authorization to solicit proposals to provide solid waste transport and disposal services for a six year contract with four, three year possible extensions. The current County contract is due to expire on March 31st, 2019. Analysis/Strategic Goals/Pro's Et Con's: Public Works procurement of most qualified proponent through evaluation of cost of service, company qualifications, experience, environmental responsibility and financial stability is requested. Procurement and proposed contract documents are in accordance with Chapter 36.58 RCW, County Code, Jefferson County Board of Health Ordinance 09-1020-05 and all updates by reference. Fiscal Impact/Cost Benefit Analysis: Proposed contract term is six years with a total of four three-year renewals possible, for a total of up to 18 years. The RFP projects an initial six-year total of approximately 92,941 tons of solid waste for long-haul and disposal, at a per -ton cost yet to be determined through this RFP selection process. By way of cost illustration only, for the next six years, if we assume 2017 actual annual tonnages at our existing long-haul per -ton cost, the first six years would total about 126,000 tons of waste at a total cost of approximately $8,144,000. Each three- year extension for 63,000 tons would cost a total of $4,072,000. The actual cost of the next long-haul contract will depend on the per -ton rate determined through the RFP process, and the actual number of tons that get disposed each year. Revenue Budget Line: 401-000-010/343.70.00 Expenditure Budget Line: 401-000-010/537.57.41 Recommendation: That the Board of County Commissioners approve issuing Request for Proposals for Solid Waste Transport and Disposal Services. Department Contact: Tom Boatman, Solid Waste Manager, 385-9213 Reviewed By: Philip Moly, County Ad in strato Date NOTICE TO PROPOSERS JEFFERSON COUNTY WASHINGTON REQUEST FOR PROPOSALS PUBLIC WORKS SOLID WASTE TRANSPORT AND DISPOSAL SERVICES Notice is hereby given that the Board of County Commissioners of Jefferson County, State of Washington, will receive and date stamp sealed Proposals up until the hour of 3:00 p.m. (Pacific) on Monday October 29th, 2018 at the Office of the County Commissioners, basement level of the Jefferson County Courthouse, 1820 Jefferson Street, P.O. Box 1220, Port Townsend, Washington, 98368, for solid waste Transport and Disposal Services. Proposals shall be submitted in accordance with Instructions to Proposers on file at the office of Public Works, 623 Sheridan St., Port Townsend, Washington, 98368, (360-385-9160) where printed copies may be obtained. Electronic copies may be obtained by emailing pubworksgco.jefferson.wa.us. Direct all questions to: Thomas A. Boatman PE Jefferson County Department of Public Works Solid Waste Manager tboatmankco.jefferson.wa.us or 623 Sheridan Street Port Townsend, WA 98368 O: (360) 385-9213 To be eligible for consideration, proposers shall attend the mandatory Pre -Proposal Conference and Tour of the Jacob Miller Transfer Station directly following the conference: Time: Wednesday September 26', 2018 at 1:00 p.m. (Pacific) Location: Jefferson County Public Works Building 623 Sheridan Street Port Townsend, WA 98368 The Board of County Commissioners reserves the right to reject any and all proposals and to accept the proposal deemed most advantageous to Jefferson County. The Jefferson County Public Works in accordance with Title VI of the Civil Rights Act of 1964, 78 Stat. 252.42 U.S.C. 2000d to 2000d-4 and Title 49, Code of Federal Regulations, Department of Transportation, subtitle A, Office of the Secretary, Part 21, nondiscrimination in federally assisted programs of the Department of Transportation issued pursuant to such Act, hereby notifies all proposers that it will affirmatively insure that in any contract entered into pursuant to this advertisement, disadvantaged business enterprises as defined at 49 CFR Part 26 will be afforded full opportunity to submit proposals in response to this invitation and will not be discriminated against on the grounds of race, color, national origin or sex in consideration for an award. Dated this day of , 2018 COUNTY OF JEFFERSON BOARD OF COUNTY COMMISSIONERS David W. Sullivan, Chair Jefferson County RFP NOTICE TO PROPOSERS Solid Waste Transport and Disposal Services 08132018 JEFFERSON COUNTY INSTRUCTIONS TO PROPOSERS REQUEST FOR PROPOSALS SOLID WASTE TRANSPORT AND DISPOSAL SERVICES Jefferson County, Washington (County) invites the submission of proposals for solid waste transport and disposal services. The following schedule may be updated at the sole discretion of the County. Any updates that impact the pre -proposal meeting, deadline for questions and comments, and proposal due date will be published as addenda. Schedule: 1. Issue and publish RFP 2. Initial written inquiries from proposers 3. Mandatory Pre -Proposal conference 4. Final written inquiries from proposers 5. Issue follow-up clarifications and addenda, if needed 6. Proposals due date 7. Evaluation of proposals 8. Proposer interviews, if needed 9. Negotiations of final contract provisions, if needed 10. Announcement of contract finalist 11. Public hearing and resolution approving contract 12. County issues Notice to Proceed 13. Commencement of contract services August 28 September 19 September 26 September 27 October 3 October 29 Week ending November 2 Week ending November 2 Week ending November 2 November 12 November 26 November 28 April 1, 2019 NOTE: Dates and time period following the Proposals due date are estimated and are for information only. Request for Proposals (RFP) This RFP consists of: 1. This Notice, including evaluation criteria,- 2. riteria;2. Proposed Contract, including its attached Technical Specifications; 3. Written clarifications to questions submitted by proponents pursuant to the schedule and any Addendum issued by the County. All above documents can be obtained by e-mail request to the County at: Thomas A. Boatman PE Jefferson County Department of Public Works Solid Waste Manager tboatmanCo�_co.iefferson.wa.us or 623 Sheridan Street Port Townsend, WA 98368 O: (360) 385-9213 Jefferson County RFP Page 1 of 13 Solid Waste Transport and Disposal Services 531 18483.3 08132018 Answers to proponent inquiries will then follow as described in this notice. Proposals prepared in accordance with this Request for Proposals (RFP) will be received by the County, at the address below, until 3:00 p.m. (Pacific) on the Proposal Due Date. Late proposals will not be considered for selection and will be returned to the Proposer unopened. The County is not responsible for late or misdirected delivery of proposals. A Proposer must submit in a sealed package one (1) original, one (1) electronic copy, and three (3) hard copies of the proposal and attachments. The original shall be marked ORIGINAL and shall be unbound (no binder or comb binding - binder clips and/or rubber bands may be used). Proposers shall submit with their proposal an exact duplicate of the original proposal, on compact disk(s) or USB Flash Drive in Adobe AcrobatTM format. If multiple CDs are used, Proposers shall label the content on each disk/drive. Each package shall be clearly marked on the outside with the following label: PROPOSAL FOR SOLID WASTE TRANSPORT AND DISPOSAL SERVICES Proposer's name and address shall be on the outside of the sealed envelope or container. Deliver responses to: Board of Jefferson County Commissioners Jefferson County Courthouse 1820 Jefferson Street Port Townsend, WA 98368 Proposal Due Date: October 29th, 2018 until 3:00 p.m. (Pacific) Proposal Firm Offer Proposal shall remain firm and unaltered after the time of closing (i.e. until 3:00 p.m. (Pacific) on the Proposal Due Date.) and for one hundred eighty (180) calendar days from such date. The County may accept a proposal, subject to successful contract negotiations, at any time after the Proposal Due Date. The County and Proposer may mutually agree to extend the period during which the proposal shall remain firm and unaltered. Modification/ Withdrawal of Proposals Written requests to modify or withdraw a proposal received by the County prior to the scheduled time of closing (i.e., until 3:00 p.m. (Pacific), on the Proposal Due Date) will be accepted and will be corrected after opening. No oral requests will be allowed. Requests to modify or withdraw a proposal must be addressed and labeled in the same manner as the proposal and marked as a MODIFICATION or WITHDRAWAL of the proposal. Requests for withdrawal after the time of closing will only be allowed at the County's sole discretion. The above sections are subject to the right of County and the selected vendor(s) to negotiate terms of the Proposed Contract and Technical Specifications. Proposals are Public Records If your proposal contains information considered to be exempt from the Public Records Act, Chapter 42.56 RCW, those items must be clearly marked as such and can be returned to you once award has been determined. Mandatory Pre -proposal Conference and Tour of Jacob Miller Transfer Station The County will hold a mandatory pre -proposal conference and facility tour as follows: Jefferson County RFP Page 2 of 13 Solid Waste Transport and Disposal Services 53118483.3 08132018 Time: Wednesday September 2611, 2018 at 1:00 PM (Pacific) Location: Jefferson County Public Works Building 623 Sheridan Street Port Townsend, WA 98368 Other County staff and consultants to the County may also provide information at the conference. The County will record the conference. After the pre -proposal conference, the County will conduct a tour of the Jacob Miller Transfer Station at the Jefferson County Solid Waste Disposal Facility (JCSWDF). Proposers will not be permitted to tour the JCSWDF at any other time prior to the proposal due date. Attendance is mandatory and will be recorded with a sign -in sheet. Proposers may not rely on any verbal responses to questions at the conference and/or tour. Any changes to the RFP that result from the pre -proposal conference shall be incorporated into the RFP by way of written addendum. Examination by Proposers Each Proposer is responsible for examining the RFP, including the Contract, prior to submitting a proposal. Failure to examine such documents and any errors made in the preparation of a proposal are at the Proposer's own risk. The data contained in this RFP are for informational purposes only. The County makes no warranty as to the accuracy of this information. Each Proposer shall make its own examination, investigation and research regarding the proper method of doing the work under this RFP and Contract, all conditions affecting the work to be done, the necessary labor, equipment and materials, and the quantity of the work to be performed. By proposing, the Proposer agrees that it has satisfied itself by Proposer's own investigation and research regarding all of such conditions, and that Proposer's conclusion to enter into the Contract and execution of the Contract is based upon such investigation and research, and that Proposer shall make no claim against the County because of any of the estimates, statements or interpretations made by any officer or agent of the County which may prove to be erroneous in any respect. Inquiries and Addendum It is the responsibility of each Proposer to examine the entire RFP and, as necessary, seek clarification (inquiries). This RFP may only be modified by a written addendum issued by the County. Proposer shall not rely on verbal responses to inquiries. A verbal reply to an inquiry does not constitute a modification of the RFP. All inquiries regarding this RFP shall be directed in writing to: Thomas A. Boatman PE Jefferson County Department of Public Works Solid Waste Manager tboatman(b_coJefferson.wa.us or 623 Sheridan Street Port Townsend, WA 98368 O: (360) 385-9213 Jefferson County RFP Page 3 of 13 Solid Waste Transport and Disposal Services 53118483.3 08132018 No communication regarding this RFP should be directed to any other County official or employee. All inquiries will be responded to in the form of a County clarification statement or written addenda. All written inquiries must clearly identify the name of the inquiring firm or person and the RFP name, title, and page number. The deadline for receipt of written inquiries from Proposers is 4:00 PM (Pacific) on Wednesday, September 27th 2018. PROPOSAL DESCRIPTION TABLE OF CONTENT 1. Overview of Services Requested 2. Background 3. Scope of Services 4. Contract Term 5. Evaluation Criteria 6. Proposal Evaluation 7. Proposal Requirements RFP APPENDICES A. Historical and Potential Future Solid Waste Tonnage Data B. Non -Collusion Declaration C. Draft Contract and Specifications PROPOSAL DESCRIPTION 1. Overview of Services Requested Jefferson County requests proposals from qualified firms or individuals to receive, transport and dispose of solid waste generated and collected in Eastern Jefferson County. The County's current contract for solid waste transport and disposal services expires on March 30, 2019. 2. Background: (a) County Information. Jefferson County is a political subdivision of the State of Washington with constitutional and statutory authority to regulate solid waste management; (b) Current Solid Waste Transport and Disposal Services. The Jefferson County Solid Waste Management Plan (2016) is at https://solidwaste.files.wordpress.com/2017/03/jc- swmp-final-9-13-16-r.pdf . Solid waste generated and collected in unincorporated areas of eastern Jefferson County and currently from the City of Port Townsend is delivered to the County's facilities. Separate waste export also occurs from the west end of the County served primarily by West Waste (approximate area population of less than 950). Waste from that area goes to the West Waste transfer station in Forks and handled through the Clallam County waste export system. The County operates: The Jacob Miller transfer station at the Jefferson County Solid Waste Disposal Facility (JCSWDF) is the primary disposal facility in the County and it serves the County waste export system. The JCSWDF is built on the site of a closed County landfill south of Port Townsend at 325 County Landfill Road, Jefferson County RFP Page 4 of 13 Solid Waste Transport and Disposal Services 53118483 3 08132018 Quilcene Drop Box facility is located on Highway 101 (295312 U.S Highway 101, Quilcene) about 23 miles south of the JCSWDF and is strategically located to serve the southeastern County population. Waste from this facility is taken by separate contract to the JCSWDF. The County's solid waste planning identifies key goals that apply to the County's transfer and disposal system, and most recent Solid Waste Management Plan identifies the following are most relevant: maintain a solid waste system that provides a high level of public health and safety, and that protects the natural and human environment of Jefferson County; maintain an economically responsible program for solid waste management that recognizes the needs for environmental protection and service to the citizens of the County; ➢ promote the use of private industry to carry out components of the solid waste system; ➢ be consistent with other existing resource management and local plans; and ➢ incorporate flexibility to accommodate future needs. 3. Scope of Services The successful Proposer will be required to receive, transport and dispose of all solid waste generated and collected by the County in accordance with the draft service Contract (Contract) in and the Technical Specifications attached to that Contract form. 4. Contract Term The initial term of the Contract shall commence no sooner than April 1, 2019, and be for an initial term of six (6) years, subject to the termination provisions of the Contract. The Commencement Date will be mutually agreed between the County and the successful Proposer. The County shall have the option to renew the Contract for up to four (4) additional renewal terms of three (3) years each, subject to the termination provisions of the Contract. 5. Evaluation Criteria Proposals will be evaluated using the following criteria and the County's determination of the proposal scoring. Below are the maximum points and relevant Proposal content that will be considered for each scoring criteria: (a) Price Per Ton of Container Transport and Disposal - 70 percent The total price per ton of the transport and disposal services will be based on the proposer's price proposal together with the annual CPI adjustment factor in the draft contract. Unbalanced proposals are discouraged, and the evaluation formula will be generally based on the following: Calculate the annual price per ton in 2018 dollars for transport and disposal as follows: Annual price/ton = [rate per ton transport + rate per ton disposal] x [ annual tonnage in projections] Escalate and adjust annual price per ton to future year dollars for each of the first 6 years of the contract and for each of the possible 12 additional years of the contract Jefferson County RFP Solid Waste Transport and Disposal Services 53 118483 3 08132018 Page 5 of 13 using the draft contract escalation factors multiplied by an assumed 3 percent annual CPI. The County reserves the right, however, to include other factors in its price evaluation, including adjustments for perceived imbalance in the proposal and for different discount and inflation rates, alternate disposal rates and tonnage assumptions. (b) Management Qualifications -- 10 percent The proposer's experience, including operation, maintenance and management of similar services will be looked at carefully by the County. The proposer must show the ability to transfer and dispose of the type and quantities of waste projected in the RFP and with the open top containers and requisite trailers specified. Elements include: ➢ Management experience of the proposer; ➢ Recommendations from listed references; ➢ Prior experience with similar projects of the proposer and individual team members in all aspects of the proposed service; ➢ Past record of meeting performance standards at similar facilities; ➢ Financial resources of the proposer, and its willingness to commit to the financial guarantees provided in the draft contract. (c) Technical Proposal -- 20 percent Technical evaluation will include and not be limited to the following: ➢ Proposal for specifications and renewal and replacement of open top containers; ➢ Proposal for specifications and renewal and replacement of trailers; ➢ Back-up delivery system to provide a continuous supply of empty containers as provided in the draft contract; Disposal plan for the proposer's preferred disposal site, and intervening transport system, if that is part of the disposal plan; Items submitted under following 713 — Method of Approach. 6. Proposal Evaluation: (a) The County will complete an initial proposal review to determine completeness and responsiveness. In the event the County determines that a proposal is not complete or not responsive the County may at its sole discretion eliminate the proposal from further consideration; (b) The County will evaluate proposals found to be complete and responsive using the criteria set forth in this RFP. If deemed necessary, prior to scoring and ranking the proposals, the County may request written and/or oral clarifications of the proposals (and may include interviews with one or more proposers), conduct site visits to the proposed Receiving Facility and Disposal Site, and conduct other investigations to confirm the information provided in the proposals; (c) Interviews are tentatively scheduled for the week ending on Friday, November 2nd, 2018. All elements of the submitted proposals may be topics for discussion during interviews. Interviews are intended to enhance the County's understanding of written proposals and will not be separately scored; Jefferson County RFP Page 6 of 13 Solid Waste Transport and Disposal Services 53118483 3 08132018 (d) The County will complete the evaluation, scoring and ranking of proposals; (e) The County may then proceed with negotiations with one or more Proposers. The objective of the negotiations will be to reach agreement on all provisions of the proposed Contract. In the event negotiations with the Proposer(s) are not successful, the County may reject all proposals or may initiate negotiations with the next preferred Proposer(s); (f) The County reserves the right to select the Proposer determined by the County to meet the identified criteria with whom to negotiate a Contract without written and/or oral discussions with the Proposers when deemed to be in the County's best interests. Contract award may be made by the County to the responsive, responsible Proposer whose proposal best meets the requirements of this RFP and is determined by the County to be most advantageous to the County, taking into consideration price and the other established evaluation criteria and factors. The County is not required to award a Contract to the Proposer offering the lowest price. The County shall have no obligations until a Contract is signed between the Proposer and the County. 7. Proposal Requirements (correlate to the evaluation criteria above) Proposal Format Section Section Title A Letter of Intent and Statement of Organization B Method of Approach (Include Pricing) C Similar Service Experience/Technical Expertise/References/Community Involvement/Financial Stability D Non -Collusion Declaration Proposals shall be concise and address the required content requested in this section. Proposals shall be in 11 point font or greater and printed on 8.5" x 11" paper with no less than Y2" margins. For page limitations specified herein, one side of a paper constitutes one page. Proposers shall submit their proposals on the forms provided in and with this RFP. All required signatures shall be manual, in blue ink by an authorized representative of the Proposer who has legal authority to bind the Proposer to contractual obligations. Proposals by corporations must be executed in the corporate name by the President or Vice President (or other corporate officer if accompanied by evidence of authority to sign). The corporate address and state of incorporation shall be shown below the signature. Proposals by partnerships must be executed in the partnership name and signed by a partner. His/her title must appear under his/her signature and the official address of the partnership must be shown below the signature. Erasures, interlineations or other modifications in the proposal shall be initialed in blue ink by the person authorized to sign the proposal. The proposals shall be divided into sections, subsections, and appendices as shown below. Proposals shall include, at a minimum, the following: A. Letter of Intent and Statement of Organization: Letter of Intent. This section shall not exceed two (2) pages. The letter of intent must be signed in accordance with the signature requirements stated above. The letter of intent should at a minimum include the following information: Jefferson County RFP Page 7 of 13 Solid Waste Transport and Disposal Services 53118483.3 08132018 (a) The Proposer's understanding of the work, including a brief overview of the Proposer's method of approach; (b) Statement that the proposal is a firm offer valid for one hundred eighty (180) days from the due date; (c) Statement that the Proposer acknowledges all addenda; (d) Statement that the Proposer acknowledges and agrees to be willing and ready to commence services on the Commencement Date as described. B. Method of Approach. This section shall not exceed fifty (50) pages, will include proposed service pricing and, will exclude the following that shall be included in a proposal appendix: facility drawings, equipment photos, manufacturer equipment drawings and literature, information relevant to authorization to operate, and key personnel resumes: 1. Disposal Site Operations Plan: (a) General Information: Name, owners, operators, and description of the Disposal Site; (b) Location. Location of the proposed Disposal Site; (c) Landfill Gas Management Plan. Provide description of the disposal facilities and systems employed for capturing and managing landfill gas generated at the Disposal Site. Include system performance information, including annual capture rates, overall percent methane in the landfill gas, gas uses and other explanation to describe the functioning of the landfill gas management system; (d) Landfill Groundwater Monitoring Plan. Provide detailed description of the current groundwater monitoring network. Include drawings and system performance information; (e) Capacity. Description of the total daily capacity, available daily capacity, and remaining capacity of Disposal Site through the initial Term of the Contract plus extensions; (f) Gate House Procedures. Description of gate house procedures at Disposal Site including daily gate house record keeping and record sharing with the County. 2. Transport Plan: (a) General Information. Overview of transport services approach. In addition, name(s) of owner of firm or firms providing transport services; (b) Teaming Experience of Proposer and Transport Service Firm(s). Description of current and prior projects for which Proposer has teamed with firm providing transport services. Provide evidence of the transport services firms' commitments to fulfill their role in the services for the term of the Contract including any and all renewal terms; Jefferson County RFP Page 8 of 13 Solid Waste Transport and Disposal Services 53118483.3 08132018 (c) Transport Distances. Provide distances, measured to the nearest mile, for each leg of the transport route that will be employed, and include a description of the mode of transportation used (truck, train, barge) for each leg of the route. 3. Alternate Operations Plan. Description of procedures and facilities Proposer will use to address short term (5 days or less) and long term (greater than 5 days) inability to provide services using Proposer's procedures and proposed Facilities. Identify an alternative Receiving Facility, alternative transport services, and alternative Disposal Site. 4. Equipment Plan. Proposer shall meet the equipment requirements as set forth in the draft Contract excluding equipment at the Disposal Site, the total number of equipment units including spare units that will be available to perform each service under the Contract. 5. Authorization to Operate. For existing facilities, copies of all current facility operating permits, financial assurances, and the past five (5) years of health district or other public oversight inspection reports for the Disposal Site. Provide the last two annual landfill monitoring reports for the proposed Disposal Site. 6. Safety Policies and Procedures and Safety Record. Description of safety policies and procedures that will be in effect at the Disposal Site to ensure the safety of Proposer's personnel, County staff, and other third parties. Provide the Proposer's documented safety record over the past five (5) years for its operations in Washington, Oregon and Idaho, including a summary of all accidents that involved injury, death, property damage and/or lost work time. 7. Proposer Representative and Communications Plan. Identification of Proposer representative(s) who will be responsible for Contract matters and for day-to-day operations. Description of communications plan between Proposer and County including expected frequency of in-person coordination meetings and other forms of regular communications. 8. Environmental Protection Plan. Provide a description of all measures that will be taken to prevent, minimize and/or respond to environmental damage that could occur as a result of the Proposer's services at the Receiving Facility, during waste Transport and at the Disposal Site. 9. Transition Plan. Description of strategies to ensure a smooth transition from the current service provider to the successful Proposer. Proposer shall describe the following: (a) Individual who will oversee the execution of the transition plan; (b) Proposed approach, including equipment acquisition, and personnel hiring, assignment and training; (c) Schedule for the transition period that identifies all key transition activities. 10. Emergency Response Plan. Description of Proposer's strategies to ensure proper management of materials due to unplanned or unexpected increased quantities of material. This should include a discussion of how the Proposer would extend hours Jefferson County RFP Page 9 of 13 Solid Waste Transport and Disposal Services 53118483.3 08132018 of operations when necessary to cope with emergency conditions within the County. Such emergency conditions could arise due to natural disasters such as floods, seismic events, severe storms, conflagrations or large explosion events. 11. Exceptions to Contract. List all proposed exceptions to the draft Contract. Provide a summary discussion of reasons for proposed exceptions and include any proposed alternative Contract language. C. Similar Service Experience / Technical Expertise / References / Community Involvement / Financial Stability (This section shall not exceed fifty (50) pages) Performance History for Similar Services. Identify any solid waste long haul transport and disposal services contract in the United States during the past five years to which the Proposer was a party and for which the Proposer's services under the contract ended prior to the contract expiration date due to assignment of the contract to another vendor, mutual agreement with the customer to discontinue Proposer's services, or any other reason. Provide a brief explanation of the reason(s) for the termination. 2. Breach of Contract Resolution. Identify any solid waste long haul transport and disposal services contract in the United States in the past five years for which a breach of contract claim was made against Proposer or its subcontractor. Describe the nature of the claim of breach and the measures taken to resolve the claim. 3. References for Similar Services. Provide three to five customer references, for which Proposer has provided similar solid waste transport and disposal services within the last ten (10) years. Briefly describe each service contract including annual tons of waste managed and nature of the service provided. For each reference service contract provide a current customer contact name, email address and phone number. Referenced service contracts should demonstrate experience transporting large quantities of solid waste long distances and disposing of such materials. For the listed reference service contracts, describe those instances, if any, where the customer claimed that the Proposer was in breach of any requirement(s) of the contract and describe how the claim of breach was resolved. 4. Community Involvement. Provide a description of any community involvement activities by Proposer including development and/or expansion of solid waste management programs, and a description of awards/recognitions received associated with contracts discussed in Section D.4 This subsection shall not exceed four (4) pages. 5. Compliance History: (a) Identify any notices of violations, corrective action notices, enforcement actions or orders, warning notices, or other forms of permit violation/non-compliance documentation that the Proposer and/or Proposer's subcontractor(s) received in the past ten (10) years from government agencies for Proposer's operations for waste transport and disposal in Washington, Oregon, California and Idaho. Include operations which are owned or operated by the Proposer, the Proposer's proposed subcontractor(s), Proposer's parent company and/or any of the parent company's subsidiaries; Jefferson County RFP Page 10 of 13 Solid Waste Transport and Disposal Services 53 118483 3 08132018 (b) Identify any and all fines, penalties, settlements, or damages of any kind paid by Proposer, Proposer's proposed subcontractor(s), Proposer's parent company and/or any of the parent company's subsidiaries, to government agencies in the past ten (10) years. 6. Litigation History. Description of any litigation with a local or state government within the United States in the past five (5) years. Include the name of the entity, type of services provided, date of litigation, description of claim, and resolution of litigation. 7. Audited Financial Statements. Audited financial statements for years 2015, 2016 and 2017. 8. Certificate of Insurability. Statement that the Proposer agrees to comply with the insurance requirements set forth in the draft Contract in Appendix C of this RFP. 9. Proof of Ability to Acquire Performance Bond. Proof that the Proposer agrees to and is capable of complying with the performance bond or alternate financial assurance requirements set forth in the draft Contract. D. Non Collusion Declaration. Proposer must submit with its proposal the Non -Collusion Declaration that is included in Appendix B of this RFP. Jefferson County RFP Page 11 of 13 Solid Waste Transport and Disposal Services 53118493 , 08132018 RFP APPENDIX A: Historical and Potential Future Waste Tonnage Data ESTIMATED POPULATION AND TONNAGES CALENDERYEARI POPULATION I TONS 2019 31,978 18,227 2020 32,291 18,406 2021 32,608 18,587 2022 32,927 18,768 2023 33,250 18,953 2024 33,576 19,138 MSW Per Capita Generation=.57tons/person/year Population - JC 2018 Comprehensive Plan Estimates Jefferson County MSW includes C&D Waste JEFFERSON COUNTY MSW SHIPPED TO LANDFILL CALENDER YEAR TONS 1990 14,111 1991 14,276 1992 14,111 1993 12,028 1994 12,487 1995 13,207 1996 13,217 1997 13,843 1998 13,862 1999 14,844 2000 16,138 2001 16,025 2002 16,828 2003 18,472 Jefferson County RFP Solid Waste Transport and Disposal Services 53118483 3 08132018 JEFFERSON COUNTY MSW SHIPPED TO LANDFILL CALENDER YEARI TONS 2004 19,363 2005 20,800 2006 21,128 2007 20,221 2008 19,747 2009 18,366 2010 18,589 2011 17,550 2012 17,557 2013 17,845 2014 17,839 2015 19,003 2016 20,589 2017 20,639 2018 20,274 Page 12 of 13 RFP APPENDIX B: NON -COLLUSION DECLARATION NON -COLLUSION DECLARATION I, by signing the proposal, hereby declare, under penalty of perjury under the laws of the State of Washington that the following statements are true and correct: That the undersigned person(s), firm, association or corporation has (have) not, either directly or indirectly, entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive process in connection with the project for which this proposal is submitted. 2. That by signing the signature page of this proposal, I am deemed to have signed and to have agreed to the provisions of this declaration. certify under penalty of perjury under the Laws of the State of Washington that the foregoing is true and correct. Dated _, 2018, at , Washington. Signature Name Name of Proposer Jefferson County RFP Page 13 of 13 Solid Waste Transport and Disposal Services 53118483 3 08132018 CONTRACT REGARDING SOLID WASTE TRANSPORT AND DISPOSAI FOR JEFFERSON COUNTY, WASHINGTON Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 ARTICLE1 Definitions.........................................................................................................................................3 ARTICLE2 General Provisions............................................................................................................................ 8 ARTICLE 3 Independent Contractor...................................................................................................................10 ARTICLE4 Subcontractors................................................................................................................................. 10 ARTICLE 5 Contractor and County Representatives..........................................................................................10 ARTICLE 6 Contractor Responsibilities, Representations and Warranties........................................................1 1 ARTICLE 7 County Responsibilities, Representations and Warranties..................:...........................................17 411, ARTICLE 8 Base Fees and Contractor Compensation........................................................................................19 ARTICLE 9 Allocation of Risk; Uncontrollable Circumstances.........................................................................22 ARTICLE 10 Ownership; Inspection of Waste; Unacceptable Waste. 23 ARTICLE 11 Indemnification............................................................... �///�....................................25 ARTICLE 12 Liability Insurance .?%%/... ARTICLE 13 Contractor Disposal Sites and Other Alterna acilities................................................................28 ARTICLE14 Coordination Meetings ......................................................................................................29 ARTICLE 15 Additional or Deleted Work ...............................................................................................29 ARTICLE 16 Defaults in Performance of the Contract.................................................................................30 ARTICLE 17 Dispute Resolution .................��i//j...............................................................................................33 ARTICLE 18 Successors; Assignment ............... �./......................................................................................... 33 ..�............ ARTICLE 19 Dissolution of the County and Successor to the County .................................................................34 ARTICLE 20 Term; Option to Extend..................................................................................................................34 SIGNATUREPAGE .......... IlAffiffie&u.............................................................................................................................. 3 5 EXI3 .......................................................................... 36-40 Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 2 CONTRACT This Contract is made and entered into as of the date of the last signature below by and between Jefferson County, a political subdivision of the State of Washington (the "County"), and (the "Contractor"). 19 X"IFAIR The County has selected the Contractor to design, construct, own, provide, performance test and operate for the Term of the Contract, Facilities to accept Loaded Waste at the Jacob Miller Transfer tion and other sites that may be later designated by the County, and to Transport to and Dispose of that L , este. The Contractor's authorization to enter into this Contract is evidenced by a corporate resolution of the Contractor duly adopted by the Board of Directors of the Contractor and certified by Secretary of the Board of Directors of the Contractor, a certified copy of which is set forth as Exhibit A to thisj� eement. - The County's authorization to enter into this Contract is evidenced lution No. /j� duly adopted by the County Commissioners on �> %j ARTICLE 1 Definitions For the purposes of this Contract, the following terms shall have the �ing meanings: Acceptable Waste means all Solid Waste and%,t#1 Waste; but the tees not include Unacceptable Waste as defined in this Contract. /% Applicable Law means all applicable federal, state loca F,99/&Iitutional or ch provisions, statutes, ordinances, resolutions, codes, rules, regulations and /emits that appy% cilities or to any of Contractor's operations or obligations under this C�tract. Base Fee or Base Fees me the su��e Base Fee Components. Base Fee Components 'omponents / ase Fees means the Transportation Fee and the Disposal Fee, as set forth in Article 8. Change in Law means any of the j/ in the date this Contract is executed: �IXIIIe etment, adoptf omulgation, amendment, modification, repeal or change in Thnainterprectation of any Ap L#w. /The issuance of an order, de" or judgment of any federal, state or local court, administrative �% ency or governmental off err body, if that order, decree or judgment is not also the result of 'gent or will"V/ction or failure to act of the party relying thereon. But contesting in good faith a er, decree , udgment does not constitute a willful or negligent action of that party under this (b). (c) The imp f any material conditions on the renewal of any official permit, license or approval which esta shes requirements making the construction or operation costs of the Facilities financiall more burdensome than the most stringent requirements in effect on the date this Contract is executed. But any impairment of the tax position of Contractor or any lessor of the Facilities under federal, state, local or any other tax law does not constitute the imposition of any material conditions under this clause (c). Notwithstanding the foregoing, the following do not constitute a Change in Law for purposes of this Contract: (a) the enactment, adoption, promulgation, amendment, modification, repeal or change in interpretation of any federal, state, local or any other tax law; (b) any Applicable Law of a local government (except Jefferson County) applicable only to Contractor, Contractor's performance under this Contract or the solid waste management industry; (c) any application of or change in interpretation of the provisions of RCW 36.58.090(8), or its successor Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 3 or the statutes referred to therein (i.e. chapters 39.12 and 39.19 RCW); and (d) any prohibition or restriction on, or imposition or increase in fees for, the importation of Waste into any jurisdiction. City means an incorporated city or town in Jefferson County that participates in the Comprehensive Solid Waste Management Plan and authorizes the County to designate disposal sites for Waste originating in that city or town or a jurisdiction that by agreement is entitled to dispose of Acceptable Waste at the Transfer Station or through the system of Transportation and Disposal established in this Contract. Comprehensive Solid Waste Management Plan means the County's Comprehensive Solid Waste Management Plan adopted in accordance with Chapter 70.95 RCW, as may be amended. Consumer Price Index or CPI means the nationwide Consumer Price Index for All Urban Consumers - U.S. City Average Consolidated Metropolitan Statistical Area, standard reference base period 1982-1984 = 100, as prepared by the United States Department of Labor, Bureau of Labor Statistics or such other appropriate index as may be mutually agreed upon by the parties. Container means a receptacle supplied by the Contractor in con: (or other mechanism approved by the County) for Loading loose may then be compacted, and that is supplied with a tarp to 1/m/, Disposal. Contract means (a) this Contract Regarding Solid Waste TranspC- and (b) unless designated for informational or response purposes on] Specifications, the Financial Guarantee and anyl pendices, attachm modifications of the foregoing documents agreecho by the parties in e this Co that has an open -top able Waste at a Station, which Waste secure during ort and Disposal for Jefferson County, Washington W addenda provided by the County, the change orders or Contractor meansrents ration, selected by the County to provide the Services and, as applicable, the Contractor's officers, employees, and subcontractors. County means Jefferson County, a political subdivision of the State of Washington, its successors or assigns. Delay of County Operatio eans a slowdown or interruption of County operations designated as a "Delay of County Operations" in S n 8.2 of the Specifications. Dispose or Disposal means'*— rk, services or operations performed by Contractor under this Contract when Loaded Waste enters the bounf 0"sposal, e. Disposal Fee ' per to oaded as set forth in Article 8. Disposa a means the land/ other location or Facility operating under state permits designated by the C rom time to time far the final t, utilization, processing or deposit of Loaded Waste including, but not li to, all personal property used hat site for purposes of this Contract. Effective Date means the date of the last signature of the parties to this Contract. Facilityor Facilities means the° and alternate real and personal roe owned leased provided, operated p��rY P property rtY > P P or used by Contractor far Trans anon and Disposal. Financial Guarantee means (a) an irrevocable standby letter of credit from 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) in the amounts and under the terms required under Section 6.4 or (b) a bond, performance bond, letter of credit, alternate security or any other type of financial guarantee approved by the County in its sole discretion. Jacob Miller Transfer Station means the Transfer Station located at 325 County Landfill Road, Port Townsend, Washington 98368. Jefferson County Public Health means the board of health established by County Ordinance No. 3-97 and any entity or entities succeeding to the functions of the board of health related to the Contract. Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 4 Hazardous Waste means any Waste the processing or disposing of which would subject Contractor or the owner of any Transfer Station or disposal site to which the Waste might be delivered under this Contract to liability under or would otherwise contravene: (a) Subtitle C of the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§ 6901 et seq., (b) The Toxic Substances Control Act, 15 U S.C. § 2601 et seq., (c) The Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq., (d) Chapters 70.105 or 70.105D RCW, or ���� (e) any other federal or state law or regulation governing the treatme 09o/K' , handling or disposal of solid waste or hazardous or special waste or dangerous waste, materials or substances or requiring that waste, material or substance to be handled under special procedures similar to the required under subsection (a), above. A �%/n" Upon a Change in Law, certain waste that is not as of the Date of E io&jpcluded i definition may after that date come within its scope, and certain waste that is within t ' e inft- n may cease t included. Accordingly, any waste, material or substance shall be deeme azardous Waste at the time,ly so long as and to the extent that, it is included in the definition of Haz Waste set forth above. Load or Loaded or Loading means the process by which, and t s o a Container after, Ac table Waste is placed into or otherwise enters that Container at a Transfer Station, . ompacted or uncompacted. Loaded Waste means Acceptable Waste that Medical Waste means any noninfectious and noni packaged infectious or injurious material or substa facility that may be deposited in a Transfer Station not limited to, the regulations of Jefferson County material or substance orieinat4diSk tdical, vete may not be deposited in a not limited to, the regulo Execution Date or Date of Person or Project, ans all matters adeffings that by the County, respectively. into a Public date the Station. or substAce or any treated and properly a medical, veterinary or intermediate care d locakaws and regulations including, but does not include any infectious fiat re facility that has not been treated and state or local laws or regulations, including but executes this Contract. firm, corporation, association, partnership, agency or unit of government. requires to be done, kept, performed and furnished by the Proposal me tis Contractor's proposal submitted to the County in response to the County's RFP to provide services ;Qis Contract. j RCW means Revise %e i gton. Representative means, on the context, the authorized representative of the County or the Contractor designated in accordancArticle 5. RFP means the County's Request for Proposals for this Contract. Seal or Sealed or Sealing means the process by which, or the status of a Container after, the Contractor installs a Security Seal on a Container in conformance with this Contract. Security Seal means a device that conforms to this Contract that, once installed on a Container by the Contractor, must be unlatched, unlocked or broken to open that Container. Services means the provision of Transport, Disposal and Facilities and all other tasks and responsibilities assigned to the Contractor under this Contract. Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 Solid Waste means all putrescible and nonputrescible solid and semisolid wastes, materials or substances including, but not limited to, garbage, rubbish, refuse, ashes, swill, sewage sludge, septage screenings, paper and cardboard; plant and grass clippings and leaves; commercial, industrial, demolition and construction wastes; discarded or abandoned vehicles, boats and trailers or parts thereof; vehicle tires; discarded home and industrial appliances; manure, vegetable or animal solid and semisolid wastes, dead animals; and recyclable materials. 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 Chapter 70.95 RCW and regulations promulgated thereunder Special Waste means solid, "state only" dangerous Waste that: (a) Conforms to the planning requirements in Section 12.0 of the Spe ' . ns and (b) Conforms to the following definitions in the latest edition of of Washington Department of Ecology Publication Number 96-1254 and all references (1) Category D toxic waste; (2) Solid corrosive waste; (3) Low-level persistent waste including: 1. Halogenated organic co oOCs);'" / 11. Polycyclic aromatic hydrocarbon Specifications means the technical specification issued by the County'' of RFP for Transport and Disposal services under this Contract, which are attached Contract as Exhibl & d incorporated by this reference. '/% State/Local Solid Waste Handling Fee means a ge or similar on solid waste handling services, including but not limited to Transportation d Dis ices, imp d by any state, regional or local government or government agency; the term does not �' lude e / fees, taxes, surcharges or other charges levied equally on solid warj% dling in all stagy Term or Term of the Contract or C�t Term mean he term of this Contract set forth in Article 20, including any extension �f. Tractor means a vehicle used��ve ers. Trailer means ayp�jrawn tra� "at is " ' er-the-road Transport of a Loaded or empty Transf ation means a County -designs , c' ' at which Acceptable Waste is received, compacted, processed or L '! Containers for T ;/I ort and osal. P Trans ort% osPortation means the m ving Y � b Contractor of Containers to and from the Transfer Station for the purposes of ing Disposal including, but not limited to, the storage and handling of Containers at any transfer facility or ,Facilities Vod by Contractor. Transportation Fee m "". ce per ton of Loaded Waste for Transportation, as set forth in Article 8. Unacceptable Waste mea (a) Waste that may not be disposed at the Disposal Site and at any alternate Disposal Facility under Applicable Law. (b) Hazardous Waste. (c) Any other Waste expressly excluded from Acceptable Waste. Unacceptable Waste does not include any residential waste, unless this exclusion of residential waste from the definition of Unacceptable Waste is prohibited by a Change in Law that becomes effective after the Date of Execution. Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 G Uncontrollable Circumstance means 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 relying thereon as justification for not performing an obligation or complying with any condition required of that party under this Contract. Those acts or events shall include, but are not limited to, the following: (a) 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 ;prFenemy, war, terrorist act, blockade, insurrection, riot, general arrest, or restraint of govern&,people, civil disturbance or similar occurrence; (b) The failure of any appropriate federal, state or local age nc pi r private utility having operation jurisdiction in the area of location of any of th cilitles, , vide, maintain and assure the maintenance of any necessary utility which failure is nof�aused by actor's failure to pay for those utilities or Contractor's failure to comply with Applicable Law; ' (c) An increase in or imposition of State/Local Solid Waste H4ndling Fees that /ttf' exc ed twenty- five percent of the Base Fee not including, ch S te/L,ocal lid Waste Handlin s; (d) For Contractor, anon -Contractor strike; (e) For the County, any strike or labor dispute; or (f) A Change in Law. 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>* Uncontrollable Co�umstance: (a) adverse changes in the financial ability of any party. act to perform its obligations under this Contract;, b the consequepces of errors of design, construction, start-up, operation or maintenance on the part of the Contrr or any of its employees, ag s or subcontractors; i (c) the failure Contra' to secure patent censes in connection with the technology necessary to construct, operate or m in the Facilities; (d) ,the lack of fitness e, the f co amply with the Specifications or the inadequacy of design i of any materials, equipment or parts constituting any part of the Facilities; the failureechnology to pe orm; I%F/s -%' with respect to ounty, a nge m Law by the County or any politicalsubdivision of the ounty (other th /City), cept as expressly mandated by state or federal law; (g) the Contracta/% ny act or event the occurrence against which the Contractor is obligated to caurance u this Contract, to the extent the Contractor is so obligated; and (h) any subsurface dition encountered during the construction or expansion of any of the Facilities. (i) the failure of the Contractor to have in place and employ a back-up delivery system to supply the County w*empty Containers, despite the unavailability of the primary delivery system (e.g., rail) due to uncontrollable circumstance affecting the primary empty Container delivery system. USC means United States Code. WAC means Washington Administrative Code. Waste means any waste, material or substance of any kind. Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 VA ARTICLE 2 General Provisions Section 2.1 Applicable Law; Venue This Contract is made in and shall be construed under the laws of the State of Washington, and any litigation involving this Agreement shall be brought in the Superior Court of Washington for Jefferson County. Section 2.2 Law Incorporated by Reference All laws federal, state and local are incorporated by reference, including without limitation Chapters 36.58 and 70.95 RCW and the applicable provisions of the Jefferson County Code, all as may be amended or superseded from time to time, including the latest additions and revisions and including regulations promulgated thereunder. Section 2.3 Entire and Complete Agreement This Contract constitutes the entire and complete agreement and final exp sithe parties with respect to the subject matter it contains, and supersedes all prior or contemporaneous agreemen derstandings, arrangements, commitments and representations, whether oral or written. In the eve conflict between the provisions set forth in this Contract as against any of its exhibits, including without li the Specifications, the provisions in the Contract shall prevail and this Contract shall be interpreted as if thatVantract ovision was not a part of the agreement between the parties. The Contractor immediately shall bringnty's attention for decision and mutual revision any observed conflictis between' ;duplications of provisions or any material omissions from the Contract. The Contractort obtain written s 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 ingent provision shall apply. i/ !/j/% Section 2.4 Severability If any Contract provision is for any reason determined to beitavalid, illegal o forceable under any Applicable Law, the remaining provisions of the CWtract shall remain in effe 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 pe r & under Applicable Law. Section 2.5 Time of Time is of the essence WNl provision is not and shallc compensation subsequent to aQ must be i WWI ' cl supporteal ;< Section 2.6 ConstrucIWA of Unl erwise specified i', Coni or ade �'' ning shall be cons in waste professionals, engineers ai Section 2.7 County's or Contractor's failure to object to a breach of any Contract as a waiver of that provision. The payment or acceptance of MtgpA/ nqt be deemed an acceptance of that breach. Any waiver describing material or work that have a well-known technical with the well-known meaning generally recognized by solid The County shall if #enrigh,' d unlimited access to inspect any or all of the Contractor's and subcontractor's operations, Facilities related to this Contract and the Project; however, the County's access shall not unreasonablyinterfereuch operations and the County's access to records under this Section shall be subject to the confidentiality pons of Section 6.6. 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. Section 2.8 No Third Party Beneficiaries This Contract is not intended to nor does it create any third party beneficiary or rights in any public or private Person. Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 8 Section 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 or any Contractor employee or agent, nor shall the Contract be construed to create that liability. Section 2.10 Comprehensive Contract The Services are a part of the Project, and the Contractor shall provide the Services without extra compensation unless otherwise expressly stated in the Contract. Section 2.11 Subsidiary Contracts No contract between the Contractor and its subcontractors, officers, employee I enf!§rincluding all contracts relating to the use, lease, operation or ownership of the Disposal Site and of ' �cilities shall prevent, expressly or in effect, the Contractor from performing its obligations under this Co c .� Section 2.12 Notices (a) Except as may otherwise be expressly provided, a ai9, requests,�s, notices, communications or other materials or informatio 'required or permitted to de or given by a party to the other party hereunder shall be deemed to have been given or mad f e same is reduced to writing and delivered, either personally or by means of the United Sta ostal Service (registered or certified mail, postage prepaid), to *01/ounty Representative or th ontractor Representative, as the case may be, at their respectiV& addresses as set forth below. (b) For all purposes of this Contrac"ny such approval, request, report, notice, communication or other material 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 fifthiss day next following the date of the postmark thereof. ;/ (c) All notices, requests and other commup)cations toer party hereunder shall be in writing and shall be given to such party at the follo address, or such other address as such party may hereafter specify for th!rpose by noti / "to the If otherthe Contractor: If to the County: 1 ,, to Jefferson County Public Works 623 Sheridan Street Port To A 98368 Att Mana -cdo Article, S j nd Any Artier ections or subs s document r those Articles cl Section 2.14 Neither this Contract instrument signed by Section 2.15 A or References ,ned in this Contract by number only without reference to another or subsections contained in this Contract. hereof may be changed, modified, amended or waived except by written and Acceptance Any approval, consent or satisfaction required of either party under this Contract shall not unreasonably be withheld, delayed or conditioned, except where such approval, consent or satisfaction may be given in the sole discretion of the approving or consenting party under an express provision of this Contract. Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 E ARTICLE 3 Independent Contractor Section 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, subagent or servant of the County for this Contract or otherwise; the Contractor's subcontractors, employees or agents are not and shall not be considered employees, agents, subagents or servants of the County for this Contract or otherwise. Section 3.2 Contractor's Control of the Services The Contractor has exclusive right to control the Services and the Persons perfohose Services. The Contractor is solely responsible for the acts and omissions of its officers, agentA,6jees, contractors and subcontractors. Nothing in the Contract creates a partnership or joint ventur een the County and the Contractor or imposes upon the County a duty to supervise or control the s issions of any Person providing the Services. / '� ARTICLE 4 Subcontractors Section 4.1 Approval of Suppliers and Su (a) During the Term of this Contract, the County sU ve t Jo reject any oro subcontracts of all or part of Contractor's obligations to provide the es if the County in its reasonable discretion believes that the subcontractors concerned have not or will not adequately perform the tasks assigned to them. (b) Contractor shall inform the County of all proposed sub contra r than ninety days prior to the date on which the proposed subcontract is to take effect. Th unty reserves the right in its reasonable discretion to reject any sulontract no late an thi days prior to the date on which the proposed subcontract is to take eff, if the Cou " easonable discretion believes that the subcontractrthe cerned either has not & will not adequ y perform the tasks to be assigned to it. (c) If at any tCounty, in its reasonable discretion, believes that a subcontractor performing serviceNsu nder the Contract either h not or will not adequately perform the tasks assigned to it, ther shall terminate the subc ct within 60 days of written notice to do so by the County. ntracts the`Contractor ent 5 into to perform work under this contract shall rovision thatputs the subc for on notice of this provision and in which the agrees ase its subcon act services in accordance with the notice from the / County to Contractor. AI In no event shall the Contractor's subcontracting, or the County's failure to reject Contractor's ubcontracting oNs, obligations to provide the Services, in any way relieve the Contractor of its / sDonsibilities under this Contract. Section 4.2 of 46contracts All contracts between the Contractor and its subcontractors for any of the Services must contain a clause that, if the Contractor defaults in peArmance 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 Section 5.1 Representatives The Contractor and the County shall each designate and provide for the Term of this Contract a competent Representative as its agent for the Contract. The County and Contractor, respectively, shall keep each other Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 10 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. Section 5.2 Contractor Representative The Contractor's Representative 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 to the extent they would have bound the Contractor if delivered to the Contractor personally. The Contractor's Representative shall be in charge of the provision of the Services at all times and shall have authority to act on behalf of the Contractor; the Contractor's Representative's statements, representations, actions and commitmen hall fully bind the Contractor, subject to the requirements of Section 2.14. The Contractor's Repre shall be located within a reasonable proximity of the County and be accessible at all times during the of the Contract. Section 5.3 County Representative Unless the County notifies the Contractor otherwise in writing, the Coil*'s Re re "' " tive shall be the County's Representative for all purposes of this Contract and that Represen f �'s'�atements, sentations, actions and commitments shall fully bind the County to the extent permitte Apj�licable Law su the requirements of Section 2.14. Section 5.4 Change in Representative The parties may change their respective representatives on five days' written notice to the other party. ARTICLE 6 Contractor Responsibilitil ER epresentations and Warranties Section 6.1 General Responsibilities Without limitation, the Contractor shall: , (a) Accept, store, h Transport, unloaWe ispose 6' 'oaded Waste (either loose or compacted) c/r� 6 the Contractor Jacob Mi , Transfer Station and any other Transfer Station.i� (b) Own, operate or lease Facilities necessary to. perform the Services including, but not limited to: Containers in suff lent number to supply all Transfer Stations at all times with empty Containers to receive Accee Waste. Contracts; l at all times have an alternate means of delivering ty Containers to the Transfer Stations; so that if the primary means of delivery of empty /Containers (e.g., by rail) is blocked by Uncontrollable Circumstances, then the alternate means of / delivery will still be available. Procure and maintain the Financial Guarantee required under Section 6.4. (d) mply with all Applicable `Laws in accordance with Section 6.6. (e) any permit,Ecense, certificate or governmental approval required for the Project in v, , acce with SWtion 6.7. (f) Pay alla taxes and fees in accordance with Section 6.8. (g) Procure a maintain insurance in accordance with Article 12. (h) Maintain a closure and post -closure trust fund in accordance with Section 6.10. (i) Maintain an alternative operations plan and an emergency operations plan in accordance with Section 10.0 of the Specifications, and maintain alternate facilities in accordance with Section 6.5. (j) Provide the County with expertise for making its Transfer Station operations more efficient and for increasing the tonnage weight of each Loaded Container (within the limits of Applicable Law). But the Contractor is not liable to the County if, for whatever reason, the County is not able to make its Transfer Station operations more efficient or if the County is not able to increase the tonnage weight of each Loaded Container. Contractor shall provide on-site advice at the Jacob Miller Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 Transfer Station at least once a year during the Term of the Contract at a time mutually agreed to with the County Representative and shall provide telephone or written consultation to the County at the County's request throughout the Term of the Contract. (k) Perform all other obligations required under this Contract. Section 6.2 Commencement of Service Commencing on April 1, 2019, the Contractor shall accept, Transport and Dispose of all Loaded Waste delivered by the County to the Contractor at the Transfer Station in accordance with this Contract. The Contractor shall accept and remove all Loaded Waste so delivered to the Contractor on any given day. The Contractor shall accept Loaded Waste regardless of its composition and despite fluctuations in the volum ,Waste and shall not cause a Delay of County Operations. Section 6.3 Facilities; Replacement or Repair (a) Facilities. The Contractor shall construct, own, lease or �rwise' e, maintain and operate in a quantity sufficient to perform the Services in a tin miner thro the Term of the Contract Transport Facilities, Disposal Facilities � A afe facilities. ct to Section 6.5, the Contractor may add to, delete, improve or rept acilities during the Te a Contract so long as such additions, deletions, improvem or replacMents are carried o o ated in accordance with Applicable Law. All Fac' vided bj% e Contractor must or exceed the requirements in the Specifications and any and wire f any Applicabl aw. (b) Replacement or Repair. The Contractor at its sole e shall keep all Facilities in good working order and repair and, as require in the Specifications. I ontractor shall be liable for all costs reasonably incurred by the Coun air or replace the , ' 'ties owned, operated or used by the Contractor or provided to the Cou se under this C luding, but not limited to, the Containers, Trailers, Tractors, ns ties and Disp acilities; however, the County shall be liable for, but only to the ext t that t r repla ment of Facilities is caused by, the negligence of the County. Section 6.4 Financial Within thirty days after the Effective' but no later than commencement of the Term, the Contractor shall provide and continue to mat m throu the Term of the 4n uct a Financial Guarantee. The amount of the Financial Guarantee initiall ided this subsectio all be $1,000,000.00. Within 30 days after commencement of the Term, cial Guarantee shall be increased to a minimum amount of $2,000,000l Gu a shall be issued for terms of not less than one year; the Contractor shall provide a lgna%ncrantee, ence satisfactory to the County of the renewability of the current Financial Guarantee, at legst 9t} days b e iration date of the Financial Guarantee then in effect. The Financial Guarantee shall provi that the ty may draw upon it upon a County determination of a default under the procedures in Section., 3. Any nancial Guarantee provided under this Section shall provide that notwithstanding the termination xpiration of the Contract, at any time within 180 days of the date the Contract terminates or expires, t ounty may make a claim against the Financial Guarantee for Contractor's failure to perform its obligations der the Contract. However, Contractor shall be liable for its obligations under this Contract notwithst cooing termination of the Financial Guarantee. Section 6.5 Alterna / ransportation and Disposal Facilities (a) In the eve t 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 10.0 of the Specifications an alternate Facility that operates in compliance with the requirements of this Contract and meets or exceeds 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. Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 12 (b) The Contractor may, at its option, subject to 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, so long as the construction, acquisition and operation of such alternate facilities, sites or processes comply with Applicable Law. In the event alternative Facilities are used under this paragraph, the County may adjust the Base Fee in accordance with Article 8 of the Contract. (c) The County, at its option, may at any time upon 30 days' written notice direct the Contractor to use facilities, sites or processes different from the primary or alternate Facilities to carry out the Contractor's obligations under this Contract, so long as the construction, acquisition and operation of such alternate Facilities, sites or processes comply with Applicaw. In the event alternative Facilities are used under this paragraph, the County may adju211"". fa*se-'tee in accordance with Article 8 of the Contract. Section 6.6 Compliance with Law; Documentation; (a) Contractor Compliance with Law-, Coun1y Verification. T& Contrac10 officers, employees, agents and subcontractors shall comply with all A , "`ble Laws and thXirementsf this Contract in performing its obligations under th' . ontract. Except for doccorrespondence covered by the attorney-clie other applicable privilehall have the right and be given access to inspect c I corres dence or ants sent to or received from the Contractor or its subcontra elat taeContrce with any Applicable Law or the requirements of this Co (b) Confidential Business Records., (1) Upon request of the Cou%-Contractor shall pall documents related to this Contract for inspection by the County,,,,. (2) The Contractor may designaf. documents related to thi$tontract as confidential business records; documents reasonably designated as' 11 remain the exclusive property of the CIor purposes of #iis Section, "c dential business records" means all tra ecret , etary plans, financial data and the ideas and information contained that Co for makes ava4ble to the County for purposes of this Contract. i (3) They ty shal of disclose to oth� formation designated by the Contractor as confid bus ��� `records unlesst'ounty, on advice of legal counsel, reasonably //�;, determinehat the information concerned or any portion thereof is subject to disclosure �% under Chapter 4 6 RCW or any other Applicable Law. The Contractor recognizes and agrees that evehle County determines that the information is properly withheld from public disclosure, f ty may disclose that information absent a court may order enjoining,, disclos of that information; in such an event of disclosure, the County j shall hav' liabili to the Contractor for any loss resulting therefrom. Notwithstanding the forego , the County may disclose all information to employees, consultants, attorneys 'other agents of the County examining those documents for purposes of this Contract. required by law or a court order to disclose documents designated as co ial business records, the County shall, to the extent possible, notify the Contractor b , that disclosure occurs. (c) Applicabfr�ty. 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. Section 6.7 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 Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 13 environmental impact statement required under Applicable law. Within thirty days after the Effective Date but no later than commencement of the Term, 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, certifications and inspection summaries 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 Applica Law, the County shall provide the Contractor with any information or documents in its c at the Contractor reasonably requests in order to obtain or maintain all required its. For purposes of this Section, the term "permits" means any temporary and/or permanent approvals, licenses, certificates, inspection fees, surcharges and other approv equli9r the Project. (b) The Contractor shall be liable for all fines or civil pe tieg that may l ,,ftnposed by any regulatory agency for Contractor -caused violations of permit tions or any ofher Applicable Laws; the County shall not be liable for and shall not rei rse Contractor for payment of those fines or civil penalties. The Contractor reserves the right ntest in good faith any fine in an a strative proceeding or in court prior to its paymen % Fen//t/s°', j (c) The Contractor shall pay all royalties, fees and lic��?� Section 6.8 Taxes and Fees Only as between the County and the Contractoir'�P*r federal, state and local taxes and fees, and surch income, equipment, materials, supplies, structure Contract, including but not limited to, any income % e� arise in connection with the Contract; however, the any tax or fee for which the rdinarily resp Contractor under this Co t. T t to which the increases in the rates o s. fees or hars;es, if at a Section 6.9 Property for shall be sible and liable for payment of all ry form, that a and all Persons, property, at are involy the performance of the excise ales and use taxes and fees that r sha esponsible or liable for payment of without r rd to the services provided by the tractor is0ermitted to adjust the Base Fee(s) for cost set forth in Article 8 and Article 9. The Contractor 4//$ or will acq' 1 s in the Facilities to satisfy its obligations under the Contract. The contractor agrees t ve or hav ved promptly any liens or encumbrances that, because of any act efault of Contractor, its , employees or agents or of Contractor's subcontractors or sub- 's ctors, or material suppliers, o wners, are filed against a Facility or any real or personal pr uired to fully perform under t ntract. At all times during the Term of the Contract, the property shall be all liens or encumbrances t t would prevent or substantially impair the Contractor from using the property to its obligations under this Contract. Section 6.10 _40re and PoWClosure Fund (a) The CY.//erea 1 be responsible for all closure and post -closure costs relating to the Facilities. The Cl establish and maintain at its sole expense any closure and post -closure trust fund ner 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 as required by Applicable Law. Money in the trust fund shall be spent in accordance with laws and regulations of the state in which the Facility exists and any other Applicable Law. Section 6.11 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, transaction tickets or receipts issued at a Transfer Station or the Disposal Site. The Contractor shall at all times maintain an accounting system that uses generally accepted Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 14 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 from the Jacob Miller Transfer Station. (b) The condition of the Facilities. (c) Any complaints submitted to the Contractor relating to the Services r , dered under this Contract and the Contractor's response, if any. (d) Any extraordinary occurrences affecting the Contractor's pe rf nce including but not limited to occurrences affecting the Facilities. (e) Copies of the transaction tickets, invoices and/or receipts for the month. (f) Changes in the status and readiness of alternate Facilities and emergencyrlities in accordance di with Section 10.0 of the Specifications. (g) Documentation regarding Unacceptable Waste, if any, gathered, produced or rued as required in Article 10. 11 (h) Maintenance reports of the Facilities as required in the Specifications. (i) Statements documenting the amount deposited in the closure and post- closure trust fund required under Section 6.10. In addition to the monthly report required under Section 6.11,,. Contractor sh de to the County within thirty days of the end of any year of operations under the;ontract ari ` ual report marizing and consolidating the information contained in the monthly reports provil for the e 'and summary of Contractor scale certifications. ��i/ Section 6.12 Accident /%�///�� i (a) Accide / ortinj2z. ontractor shaft ort by telephone or messenger any accidents resulting fr perfo ince of this Con the County as soon as practicable. For purposes of this Section,cide `shall include the th of any person, any personal injury resulting in hospitalization or outpatient ent by a physician or damage to any real or personal eding $5,000. The Contra or shall report in writing to the County within seven days of that accident complete details" Doff the accident including witness statements. Response to Complaints; Repar�t he Contractor shall respond in a reasonable and courteous manner to complaints, charges and allegations related to Contractor's performance under the ntract within thirty days of receipt of that complaint, charge or allegation, including but not . d to those corn laints made or actions brought by citizens, citizen groups and public agencies. Th , tractor sh#deliver to the County as part of the monthly report required under i Se -ti 11 a rep�rt of all significant complaints submitted that shall include but not be limited to the nam 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. Section 6.13 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. Section 6.14 Employment (a) No Discrimination. The Contractor shall not discriminate against any employee or applicant for employment because of race, religion, creed, color, sex, age, marital status, sexual orientation, Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 15 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 employed, and that employees are treated during employment, without regard to their creed, religion, race, color, sex, age, 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 ot*'�rpplicants for employment, notices setting forth the provisions of this non-discrimination Sec eft (b) Women and Minority Business Enterprises Opportunity. Con r shall make every effort to encourage and shall give equal opportunity to women and o siness enterprises to provide service contracts relating to Contractor's performance o Contr /�� Section 6.15 Scheduling; Management; Quality of Performance The Contractor shall coordinate, schedule in an orderly manner and manage all work done ontractor's officers, employees, subcontractors and agents under thioract. The Contractor and subc for shall perform every act or service under this Contract in a ski ompetent manner in ace rda th the standards of the solid waste transportation and disposal indus The Contractor shall be fina ally liable and otherwise responsible to the County for any errors, efficiencies 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 sha at all times enforce strict discipline and good order among its employees and all subcontractors. aoo, Section 6.16 SubsidiaryU acilities The Contractor may use the ran/ ton Facilities for its own purp ses during the transportation of empty Containers from the Disposal Site to a Transfer Station or designated facility, if used in accordance with all Applicable Laws. If the Facilities are so used, the Contractor./hall be solely responsible for all losses, damages, costs, charges, expenses, judgments or any liabilities whatsq�-ver resulting from that use and shall indemnify the County for any lii %�iility it incurs as � s tit of that useyj/// Section 6.1 av&r Obligations %�„ The actor shall carry out any and/ its p1her obligations under this Contract. Sect n�� Representations and Wa / ties of the Contractor The Contrareby makes the following representations and warranties to and for the benefit of the County: (a) ntractor is duly organized and validly existing as a corporation in good standing under the lawthe State of Washington, and it is duly qualified to do business in the State of Washington. (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: (1) conflicts with, violates or results in a breach of any Applicable Law; or Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 16 (2) 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 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. A/�jj�, (e) Unless otherwise approved by the County in writing, as of the ctive Date there shall not be any action, suit, proceeding or, to the best of the Contractor's , investigation, at law or in equity, before or by any court or governmental authority mi board, agency or instrumentality pending or, to the best of the Contractor owledg atened, against the Contractor, wherein an unfavorable decision, rulin d`fng, in any case or in the aggregate, would materially adversely affect the 0 c by the Con r. of its obligations hereunder or in connection with the transactions contemplated hereby, or wh any way, would adversely affect the validity or enforceabil4' y- of this Contr45 or any other agre instrument entered into by the Contractor in connecti6n with trans s contemplated h y. (f) The Contractor holds, or is expressly licensed to use, all pa ent 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. (g) There has been no material adverse change in the Contractor's: 1 condition since the date of the financial statement submitted by the Contractor to the Coun response to the RFP. (h) Contractor has knowledge of the Cou1's current wof, ation rates and tonnages of waste received per da e last two years. %% ARTICLE 7 Count4sponsibifi�nes, Representations and Warranties Section 7.1 General Without hmitation;1he County FF (a)' Own ope+/,, or contt ct for the operation of the Jacob Miller Transfer Station and in the County's sole discre(%, one or more`'Viti nal Transfer Stations at locations to be determined by the %%/%i!,. County.' (b) eliver Loaded Waste to the Contractor. (c) ;r// e estimates in accordance with Section 7.3 for the range of Loaded Waste the County expcYs to deliver to the Contractor, unless otherwise agreed to in writing. (d) Provide, operate and maintain compaction equipment and yard Tractors. (e) Operate and use Containers, Trailers and other Facilities that are provided by the Contractor. Section 7.2 Waste Flow (a) The County shall Load substantially all Acceptable Waste delivered to Jacob Miller Transfer Station or any other Transfer Station for Transport and Disposal. (b) The County in its sole discretion may receive Acceptable Waste from outside the County and deliver that Acceptable Waste to the Contractor at Jacob Miller Transfer Station or at another Transfer Station or County -designated facility. (c) The County reserves the right to contract separately for recycling services, transference of Waste between County facilities or other diversions permitted by law in the County. The Count) Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 reserves 17 the right to recycle or divert as much of the recyclable and diverted Waste delivered to its collection facilities as can be accomplished. The County also reserves the right to contract for the hauling of such recyclable and diverted Waste received at its Transfer Stations with any entity. Section 7.3 Payment; Estimates As long as (a) the Contractor's Facilities are operationally available to receive Acceptable Waste for Transportation and Disposal in quantities commensurate with the amount of Loaded Waste delivered to the Contractor under and during the Term of this Contract, (b) the Contractor is providing Transportation and Disposal in accordance with the requirements of this Contract and (c) the Contractor is otherwise materially in compliance with the terms of this Contract, the County shall pay the Contractor th/ ase Fee in accordance with Article 8. ,/moi,,, For planning purposes only, and unless otherwise agreed to by the parties, the County shall provide to the Contractor at the beginning of the Contract Term and each calendar quarter thereafter, an estimated range of the amount of Loaded Waste the County anticipates delivering to the Cont* or during the next succeeding four quarters. The estimates given are not binding on the County and in nor"be construed as waste flow guarantees. Section 7.4 Cooperation with Contractor The County shall use reasonable efforts to cooperate with / ontractor And to respond to t tr tor's reasonable requests for information and assistance, con ' h the prions of this Con tr owever, it is not the County's responsibility to notify the Contractor when G gin, cert resume the Sery es, nor to give early notice of rejection of faulty work, nor in any way to supervise the Services 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 mates 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 suggestion, iven by inspector shall not relieve the Contractor of any responsibility or liability associated with Contracts ope%/1/0.,.._ /. 0 Section 7.5 Rejection of Facilities The County may require the Contractor at its sole ex property, including, but 'J 'limited to,tainers or otherwise does not c '' the SDe ations. Section 7.6 Days and Hi,,of County facilitjy�ry�sed on NewX/o, Day 'W er King, Jr. Day Memorial Independence Labor Day Veterans Day Thanksgiving Day Christmas Day to replace of/repair any Facility constituting personal ;rs, that it reasonably believes is not roadworthy or ing public holidays: 3r'y in January Yd =n ay in February Last Monday in May July 4 I' Monday in September November 11 0 Thursday in November December 25 Except for the occurrence of an Uncontrollable Circumstance that requires the closure of the Transfer Station, the Transfer Station will be open to the public between 9:30 a.m. and 4:30 p.m. Monday through Saturday. The County in its sole discretion may adjust the operating hours and days of operation per year of any of its Transfer Stations. By arrangement with the County, the Contractor may have 24-hour, 7 -day a week access to the Jacob Miller Transfer Station or other designated Transfer Station or facility for purposes of this Contract. Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 18 Section 7.7 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 duly organized and validly existing under the Constitution and laws 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. (c) Neither the execution and delivery by the County of this Contract nty's performance of its obligations hereunder nor its fulfillment of the terms or conditi ereof-Ji) conflicts with, violates or results in a breach of any Applicable Law; (ii) co ith, violates or results in a breach of any term or condition of any judgment, order o cree court, administrative agency or other governmental authority, or to the be o Coun wledge, any agreement or instrument to which the County is a party or by th�c�r,County o f its properties or assets are bound, or constitutes a default thereun11%%�j (d) No approval, authorization, license, permit, r or consent of, or declarati '- , on or filing with, any governmental or administrative commi n, board, agency or mentality is required for the valid execution and delivery Couxhis Contract except those that have been duly obtained or made. % (e) There is no action, suit, proceed�pg or, to the best of th " ounty's knowledge, investigation, at law or in equity, before or by any co 11 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 uni'�'c+orable decision, ruling or finding, in any single case or in the aggregate, would materially adversely affect t performance of the County's obligations hereunder or in connection with the other tr 'ctions contemplated hereby or which, in any way, would adverse e validity or enf ,ability of this Contract or any agreement or instrument red i the County in Ornection with the transactions contemplated herein. ARTICLE 8 Base Fee-Conor Compensation Section 8.1 (a)'Base f" ase F ' �, mated to the Base Fee Components and constitutes the Contractor's sole compe for al inc rred under the Contract including, but not limited to: providing the Project, pe ing the es, and paying the costs of all applicable taxes, governmental ermits (as "pe 'is defi d in Section 6.7), labor expenses, equipment, materials, supplies, ' ity expenses, a onmental protection, landfill depletion and pre -funded closure and post- e expenses. ept as expressly allowed under this Contract, the Contractor is not entitled to an r compen I ion under this Contract. The Base Fee Components are calculated as the sum of the `Transpo on Fee and the Disposal Fee for Loaded Waste accepted by the Contractor at the Jacob Miller nsfer Station, as follows: Transportation Fee: $ per ton Disposal Fee: $ per ton (b) CPI Adjustment for Base Fee Components. The annual price escalation adjustment for the Base Fee Components is as follows: (1) 85% CPI applied to the Base Fees Components. The CPI adjustments include all changes in fuel cost. There shall be no separate fuel cost adjustment, and changes in fuel cost shall not be considered an Uncontrollable Circumstance. Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 ICS (2) CPI adjustments shall go into effect on January I in the second year of the contract and on January 1 of each succeeding year using the following formula: ABF. = 0.85[(CPIX_l — CPI,-2)/CPI,-2](BF,_1) ABFx = Adjusted Base Fee for all components for the given calendar year x BF = Base Fee of the indicated year CPI = June CPI released in July of the indicated year Provided, that there shall be no escalation adjustment for any calendar year in which a new Base Fee Component goes into effect. (3) In the event of a correction to a CPI by the United Statp epartment of Labor, Bureau of Labor Statistics, the adjusted Base Fee Components recalculated using the corrected CPI. However, there will be no recalcu n o ted Base Fee Components for convections to CPI that occur after the period ng wh annual adjustment based on CPI is in effect. 4 In the event the standard reference base j of the CPI is Chang, the annual () adjustment shall reflect the new base riod in the ,first calendar year the new base period is available. Section 8.2 Base Fee Increases (a) Acceptable Increases. The County shall after receivio uest from Contractor to do so (which request shall be substantiated Ope County's reason action in accordance with this Section) increase Base Fees by o6 hundred percent of theme ctor's reasonable actual increased costs of performing the Services did to the e is described b (1) Uncontrollable Circumstance. Base F�Components shall be increased to remedy Uncontrollable Circumstances only to the extent permitted under Article 9. (2) Chane in Certain Laws. Base Fegtomponents shall be increased to reflect the reasonable ac cost of actor's complipce with a Change in Law. (3) al Wo r ase Fee Components "may be increased for additional work performed in ac ce w icle 15. (b) General Conditio Lim ions on Base Fee Increases. The County shall increase Base Fees undue 8.2(a) d (a)(2) onlyfor costs incurred that are the least costly means of remedym `effects o ncontrollable Circumstance in accordance with Article 9 or for ensuring full compliance vant Change in Law including changes in fees or surcharges j% and, in accordance with Arti 5, for additional work. No Base Fee increases shall be allowed for %y cost increases that are i any way attributable to conditions, structures, operations or activities e Facilities ca " by the Contractor or its subcontractors, employees, agents, or servants or rwise with ontractor's control. The Contractor must fully demonstrate, document and substantiate the n for the requested Base Fee increase to the County's satisfaction and approval as a condition precedent to the Contractor's right to the Base Fee increase under this Section. (c) CancellatiqA of Base Fee Increases. On the County's request, Contractor shall immediately provide the Count5rwith 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 Base Fee increase. In the event the County determines that a Base Fee increase under this Section is no longer necessary, the County may cancel that Base 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 in accordance with Article 17. Until that resolution, the Base Fee shall not be reduced; however, the Contractor shall deposit the disputed portion of the Base Fee into an interest bearing account acceptable to the County until the matter is resolved and the amount on deposit is awarded or allocated to the parties. The Contractor shall at all times keep the County informed Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 20 providing reasonably acceptable monthly report to the County as to whether any Base Fee increase remains necessary. Section 8.3 Base Fee Decreases (a) Acceptable Reductions; Notice. Subject to the provisions of this Article, the County shall reduce the Base 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 Base Fees be reduced. Within thirty days of service of that notice, the Contractor shall respond in writing to the C%unty. The written response shall state whether or not the Contractor believes that any reduction in the Base Fee is justified and shall itemize the reduction in cost of performing the Contract." Contractor shall fully document and otherwise support its response to the County's notice u Section. In the event the County and Contractor are unable to agree on whether a re " ced ee is appropriate, the matter shall be resolved in accordance with Article 17. During that ion the Base Fee shall not be reduced; however, the Contractor shall deposit the disputed po the Base Fee into an interest-bearing account acceptable to the County until the matter is resol d the amount on deposit is awarded to or allocated to the part' Upon petition of the Contractor, the County may at any part' reductions made under this Section if the County determines that the need for the reduction has expiredorthat a rwas made in error. The Contractor shall at all times keep the County informed as to when any re 1c, ondue to Change in Law is appropriate and when any reduction is no longer appropriate. Section 8.4 Other Base Fee Adjustment/ rges�%� (a) Alternate Facilities. The County sh# adjust the applicable Ba omponent to reflect the cost of handling waste at alternative Faci ies in accordance with Se. on 8.1, Section 8.2 or Section 8.3 or, at a Disposal Site or Alternate Facility in accordance with Article 13 of the Contract. If the County chooses to require that waste originating in the County be disposed at an alternate Disposal Site, the CounO� I adjust applicable Base Fee Components to reflect reasonable adjustments in the Contractor's costs of Transportation to and Disposal at the Disposal Site. In no event shall the Dispos 'ee e�ceed the fees charged other customers of the Contractor delivering waste of a substantiallyilar character and in substantially similar volumes to the alternate Disposal Site; however, this s6tence shall not apply to fees paid by customers handling waste originating in the ,,fAct,Ap,which the alternate Disposal Site is located. �(b `Liens. ty may deduct from the Base Fee due the Contractor under Article 8 of this Contract th nt nece to ay any lien filed against any one or more of the Facilities (including anyr perso operty) required to fully perform the Contract including without ay pay any such or stat x lien, creditor's lien, mechanics or materials lien, and the County (c) Unacceptable Waste. The County shall reimburse the Contractor in accordance with Article 10 for the cost of testing, inspecting, handling or Disposing of Unacceptable Waste. (d) MutuallyAgreed Adjustments. Nothing in this Section prohibits nor shall it be construed to prohibit th�adjustment of Base Fees or any other payment or fee at any time by mutual consent of the Parties;; to reflect changes in load weights, equipment, routes or for any other reason mutually agreed upon. (e) Insurance. The Contractor shall reduce the Base 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. (f) Additional Work. Base Fee Components 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. Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 21 Section 8.5 Payment The Contractor shall provide to the County in form and format acceptable to the County: (1) by the second day of each month an electronic spreadsheet of billable tons of Waste disposed from each Container processed and the date the Container was received at a Disposal Site, (2) by the fifteenth day of each month an invoice to the County and accompanied by supporting documentation as reasonably required by the County. 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 Article 17. ARTICLE 9 Allocation of Risk; Uncontrollable Circumstances Section 9.1 Contractor Reliance The Contractor warrants that prior to submitting its response to the RFP,1f has eI ed carefully and acquainted itself with the Contract, the Project, the Facilities, the difficulties that may be enco in performing the Services, all Applicable Laws and any and all other matters nese ry to the performa this Contract. Section 9.2 County Disclaimer The County does not warrant or admit the correctness of ait stigatiod'' terpretation, ded� or conclusion by the Contractor relative to the RFP in connectio this ct or to the cond' n or conditions of any Transfer Station or other Facilities. The Contractor has in all make its own de uctions and conclusions as to any and all problems that may arise from facility sditions and shall accept full legal responsibility and liability for those conditions. Section 9.3 Uncontrollable (a) Uncontrollable Circumstances Limf . Thi or's obligafrous to provide Transportation and Disposal are subject to Uncontrollabl ircu at may necessarily and unavoidably prevent or subs l increase the coo e Serviciss. No other events shall excuse nonperformaligations of they rties, including but not limited to, delays in or discontinuation of raiii§crvice. (b) Notification; Reconstruction; Base Fee Increases. As soon as possible after the occurrence of an Uncontrollable Circumstance but in no event later than seventy-two hours following the time the Contractor should have known about the occurrence of the Uncontrollable Circumstance, the ble party shall notify the od of the event. If the occurrence of the Uncontrollable Circum mages, destroys or otherwise incapacitates the Facilities, the Contractor shall, at % the earliest able time, activate the plan prepared in accordance with the Specifications for correcting, rep or reconstructing the affected Facilities. If the Uncontrollable Circumstance or he damage to the Facilities j�"not provided for in that plan, the Contractor shall submit to the County as soon as practicable a plan for correcting, repairing 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 Base Fees in accordance with Section 8.2(a) by one hundred percent of the Contractor's rsonable actual increased costs of correcting, repairing or reconstructing the affected Facilities j�,f 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 any Services under this Contract with the primary Facilities, the Contractor shall make available to the County alternate Transport and/or Disposal Facilities in accordance with the Specifications at the prevailing charges or fees in effect at the primary Facility when the event occurs. (d) Termination. If the reasonable actual increased cost of remedying the effects of any Uncontrollable Circumstance will or is estimated to increase the Base Fee more than twenty-five percent, or, in the Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 22 event of an increase in or imposition of a State/Local Solid Waste Handling Fee that exceeds twenty five percent of the Base Fee not including that State/Local Solid Waste Handling Fee, the County may, in its sole discretion and as an alternative to a Base Fee Component increase for the correction, repair or reconstruction of affected Facilities under Section 9.3(b), terminate the Contract in accordance with Section 9.3(e). Notwithstanding the foregoing, the County may not terminate the Contract as a result of the County's own imposition of a State/Local Solid Waste Handling Fee that causes a twenty five percent or greater increase in the Base Fee. (e) Termination of Contract Due to Uncontrollable Circumstances. Upon the occurrence of an Uncontrollable Circumstance after the Effective Date, the County shall calculate any increase in the Base Fee as a result of that event. The County shall compare 2/miftVevent ee as increased by a result of that event to the Base Fee which would have been in eff had not occurred. The comparison shall be computed on a per month basis after adjustment for other increases provided for in Article 16 and in Article 8. For purposes of this Section the County shall take into account the aggregate of any increases in the Base Fee occurring a e Effective Date. The Countymay, at its option, terminate this A ee t effective thj after the County Y, P � t�' �� gives the Contractor written notice of terminatio on the occurrence o ncontrollable Circumstance which: (1) prevents the Contractor from Tra and Di s ing of Acceptable for a period of thirty consecutive days or thirty days her consecutive) out, any one hundred eighty day period; or (2) if the cumulative increase in the Base Fee as a of any and all Uncontrollable Circumstances is greater than twenty five percent, ding all adjustments to the Base Fee otherwise authorized by thictract (including imitation CPI adjustments), or (3) if the Uncontrollable Circumstance and its expected, ect on any one or more of the Facilities would prevent operation of the Facilities, least at seventy five percent of the normal operational standard for eighteen montw� r' more. Section 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, tractor all act diligently to promptly collect and apply insurance proceeds!% e correction or recon ose Facilities. ///// %/ 10 of Waste; Unacceptable Waste Section 1�: %/ Ownership 'IV Subject to th�tations and co lions of this Article, title to Acceptable Waste and Unacceptable Waste that is Loaded and Seabed into a Container, shall pass to the Contractor when the Contractor Seals the Container, verifies the Security -Seal and signs the County transaction ticket but in no event later than the moment the Loaded Container is e�� om the boundaries of the Transfer Station. The Contractor shall have the right to recycle or reuse any Wa which it receives title under this Contract and to retain any payments it receives for the sale of recycled or rl;&d materials. Section 10.2 Transfer Station Inspection Program The County shall establish and maintain a program of operating and monitoring procedures for the Transfer Station to prevent the placing of Unacceptable Waste into Containers. Transfer Station operators shall be instructed and trained to implement the program. With prior agreement of the Contractor, otherwise Unacceptable Waste (such as a small number of tires) may be loaded into the Containers. Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 23 Section 10.3 Waste Inspection at Disposal Site; Handling of Suspected Unacceptable Waste The Contractor may inspect the contents of all Loaded Containers delivered to the Contractor at the Transfer Station and 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 or Unacceptable 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 Loaded Container, and about which the Contractor has not been notified, the Contractor shall: (a) notify the County of the discovery of the Unacceptable Waste within one hour of that discovery, unless that discovery occurs after 4 p.m. in which event notifiF 11 be given by 9 a.m. of the next day the County Solid Waste Department is open for busi (b) gather, preserve, maintain and make available to the County ae demonstrating that the Unacceptable Waste was delivered to the Contractor purs t to this Contract including without limitation the time the Loaded Container was Sealed by Xe ContractgFfl the Transfer Station, the transportation route and schedule of the transportation of the Loaded er to the Disposal Site, the time the Loaded Container was delivered to the Disposal Site, th rity Seal number on that Loaded Container, any photographs of the Unacceptable Waste or Seale tainer or otherwise that might establish that the WMaste 1s Unaccepta Waste and/or wa �livekd pursuant to this Contract, samples of Acceptable from the Lo �Container that may demonstrate that the Loaded Container was delivered to the Disposal under this Contract and/or may demonstrate the origin of the Unacceptable Waste, labot ory results (if any), any statements or documentation provided by fedepl, state or local autho' egarding the character of the Waste and any other relevant material entation the Con / has in its possession. (c) test or arrange to have tested at theod�wn expense cceptable Waste to ascertain whether that Waste is Unacceptableaste; %///jam,, (d) permit the County to inspect that Una a' eventy two hours of notice by the Contractor to County of the existen that Unacc le Waste, test the Unacceptable Waste within a reas�ble p of time and e ine all otherevidence gathered by the Contractor under Section 10.3(b), above, y time after the discovery of that Unacceptable Waste. For purposes of any inspectioZ-1oran ducte rsuant to this Section, the County shall have unrestricted access to the Disposal Site er site or facility at which the Unacceptable Waste is located. No ithstanding the foregoing, h notice shall be required by the Contractor to the no waiting period for i eonshall be required for the Contractor to dispose of Unac!er le Waste in emergency situations where in the Contractor's reasonable judgment a delay in such di sal could constitute a hazard to the Disposal Site or any Person on, about or near the premises; a% (e) ���spose of the Un/ ptable Waste and seek reimbursement from the County for the actual �nable costof t disposal in accordance with Section 10.4. Section 10.4 L lity for J g, Inspecting, Handling and/or Disposing of Unacceptable Waste (a) Absence, ': &e table Waste. If, after inspecting and/or testing the Waste the Contractor discovers nacceptable Waste, or discovers that the Unacceptable Waste was not delivered to the Dispos;� 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 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 Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 24 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; (2) assists the County, to the extent Contractor can reasonably make information available, to ascertain 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. (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 o > e lump sum payment shall be paid on the fifteenth day of January, April, July or October, er date first occurs thirty days after the Unacceptable Waste was discovered at the Disposal Sit ant to this Article. The County shall also pay to the Contractor interest accruing on any pa due under this Article from the date the costs are incurred to handle and D' se af€the Unac lejaste to the date payment for that handling and Disposal is made. erest €rom the date th re incurred shall be determined by the average rate of return fo at period on funds investe County in the State Local Government Investment Poolestablished and maintained p Chapter 43.250 RCW. ARTICLE 11 Indemnification Section 11.1 Contractor's Indemnificatioelty (a) Subject only to the limitations here*ftin Section 11.2, the Contractor covenants and agrees that, to the maximum extent %�J:ialicers, pplicable Law, it will indemnify and hold harmless the County and its elected directors, employees, agents and successors and assigns harmless�n any and all lctions, damages, claims, demands, judgments, losses, cods xpenses'suits and actionbut not limited to attorneys' fees and expenses at trial an appeal, relating to or resultii from: (1) any i ' to or death of any person ' ' rsons, or loss of or damage to property caused or allege caused by the;Contrac or any of its officers, agents, employees, /�� <subcontra s (or any off ° t or employee of any subcontractor), or any person under the cof or allege be under the control of or acting at the direction of the Contractor or any subcontractor, to the extent arising in connection with or as a result of: (i) the negligent 'w ormance by the Contractor of its obligations hereunder; j (ii) t Oeglige�se or operation of the Facilities by the Contractor; or (iii) th& ndition of the Facilities or the Disposal Site under the management of the CAiractor between the Effective Date and termination of the Contract; (2) 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 (3) 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. Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 25 (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 perfo ance of its obligations hereunder. /���'�%, Section 11.2 Applicability of RCW 4.24.115 If a court of competent jurisdiction determines that this Contract is subject to RC,�It> .24.115, then the Contractor's liability to indemnify the County for liability for damages arising out dily injury to persons or damage to property caused by or resulting from concurrent negli of the Contrac d the County shall be limited to the Contractor's negligence. Section 11.3 Waiver of Industrial Insurance Immunity / It is further specifically and expressly understood that the indemnification provided in this Artic onstitutes the Contractor's waiver of immunity under industrial insurance adj;�le, 51 RC W solely for the p oses of this indemnification.. Section 11.4 Patents; Permits; Royalties; use Fees; Fines The Contractor shall defend all suits or claims r in the performa Contract for patent infringements, permits and payment of all royalti fe s, fines and p ies and shall hold the County harmless from any loss on account thereof. Section 11.5 No Waiver i Except as otherwise expr sta in, the parties not under is Article waive or surrender indemnity available under any fe state, reg or local law. 1%�s Article shall survive termination or expiration of the Contract. ARTICLE Section 1�� General We The Contractor shall obtain, maintain and pay for the insurance coverage designated in this Article rom generally recognized and financial responsible insurers that are licensed or admitted in the to of Washington and whose claims paying ability is rated not less than "A" by A.M. Best any, Inc. at all times during the Term of the Contract. Each policy must provide for forty five ca �' days prior, written notice of any cancellation in coverage to be given by the insurer to the County. �j� (b) The Contract may, as an alternative and subject to the County's prior written approval, in its sole discretion,; engage in a program of self-insurance with reasonable reserves set aside by the Contractor to satisfy all or a part of its obligations under this Article. Section 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; provided, however, that the County shall be required to give the Contractor at least thirty calendar days prior written notice of its intent to acquire replacement insurance and an opportunity to cure such breach. In the event the County obtains such insurance, the Contractor shall reimburse the County for the cost of that insurance within fifteen Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 26 days of receiving written notice from the County to do so or, in the County's sole discretion, the County may reduce the Base Fee due the Contractor in accordance with Section 8.3. Section 12.3 Required Coverage Within thirty days after the Effective Date but no later than commencement of the Term, the Contractor at its sole expense shall file with the County certificates of insurance evidencing the coverage required under this Article which coverage shall take effect on or before commencement of the Term. The insurance policies must provide the following: (a) Coverages: (1) Extended Bodily Injury (2) (3) (11) (12) Employees as Additional Insured; Premises/Operations Liability (M&C); Products and Completed Operations Liabi Blanket Contractual Liability; Broad Form Property Damage Li Personal Injury, including A, B, Stop Gap or Employers Contingent Liability/i Automobile Liability, including coverage for completed operations); owned, leased or hired vehicles; Explosion, Collapse, Underground damage (referre� U Owners and Contractors Protective LiArhty; Pollution Liability (same as Marine Operations, see ction 12.4). (b) Minimum Li# for all Coverages: (1) $5,000,000 per occurrence; (2) $10,000,000 annual aggregate. P Providing insurance coverage under dile sh of be construed to relieve the Contractor from liabiIitvA10WA&&ofthese limits. (c Addition ed. All insurance policies provided under this Contract shall state: "The County*n-c dditiona ed for all coverages provided by this policy of insurance under a Contract betwfferson nty, Washington, and entitled ntract Regarding Solid rite Transport and Disposal for Jefferson County, Washington, and 2018." (d) Se n of Insureds. The insurance shall be endorsed to include a "cross liability," "severability of inte " or 'separation of insureds" indicating essentially that: "except wi spect to the limits of insurance, and any rights or duties specifically assigned in this coverage part to the first named insured, this insurance applies as if each named insured were the only named insured and separately to each insured against whom claim is made or suit is brought." (e) Copies of Policies. Within thirty days after the Effective Date but no later than commencement of the Term, and in addition to the certificates of insurance required above and any binder or other temporary evidence of insurance, the Contractor shall provide the County with copies of all insurance policies required under this Article and shall provide updated copies within thirty days of any revision or amendment. (f) Cancellation of Coverage. All policies of insurance provided under this Contract shall state: Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 27 "The coverages provided by this policy to the County shall not be cancelled without providing at least forty five calendar days prior written notice to the Jefferson County Solid Waste Department, 623 Sheridan Street, Port Townsend, WA 98368." Section 12.4 Workers Compensation The Contractor and principal subcontractors 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 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. Section 12.5 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." Section 12.6 Failure to Provide Insurance The Contractor's failure to fully comply with any provision is Article shall be consided a Class C Default under this Contract. In addition to the other remedies in ction 12, d% County may declare failure to comply with Section 12 to be a Class A default under A icl Section 12.7 Unavailability In the event that any of the insurance required by this Article become' ailable, or is available only on a ,,, "claims made" rather than on an "occurrence" Contractor shall se surance with substitute provisions providing as much protection to the County as i`/�i j available in th�r ' e marketplace and approved in writing by the County. d% Section 12.8 Delivery of Certificates of Insuraice The Contractor shall withint ' ys of the date the Contractor rece�1 the County's notice to proceed with services under the Contract eltime the Contractor provides the County with the executed Contract, deliver certificates of insurance required under this Article. Section 12.9 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, t Contractor shall act diligently to promptly collect and apply insurance proceeds to the repair or recons n of those Facilities. AR Contractor f osal Sites and Other Alternate Facilities Section 13.1/ ,ternate Disposal Site; Base Fee Adjustments If the Contractor' lops, owns, operates or otherwise has available a Waste disposal site that is capable of accepting annual ste tonna es substantially equal to the average annual tonnage of County Waste, the County may in its sole discretion' e that some or all of the Waste originating in the County be Transported to and Disposed at the Contract ,7 site; however, the County cannot require that more Waste from the County be Disposed at Contractor's- site than the capacity of that site will permit, capacity being based on the remaining Term of this Contract. If the County chooses to require that Waste originating in the County be disposed at Contractor's site, the County shall adjust applicable Base Fee Components to reflect reasonable adjustments in the Contractor's costs of Transportation to and Disposal at Contractor's site. In no event shall the Base Fee Component attributable to Disposal exceed the disposal fees charged other customers of the Contractor delivering Waste of a substantially similar character and in substantially similar volumes to Contractor's site; however, this sentence shall not apply to fees paid by customers handling Waste originating in the county in which Contractor's site is located. Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 28 Section 13.2 Other Alternate Facilities; Base 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. Upon petition by the Contractor, the County may adjust applicable Base Fee Components to reflect reasonable actual cost increases or decreases in providing and operating those alternate facilities. ARTICLE 14 Coordination Meetings Section 14.1 Initial Coordination Meeting Prior to the commencement of the Term, the Contractor, County, principal sub actfirs and others requested by either party shall meet in Port Townsend, Washington to discuss schedulin cesses, materials, change orders, personnel and any other matters the parties deem appropriate. Section 14.2 Periodic Coordination Meetings and Reports The County and the Contractor shall hold up to four coordination ngs°each year in Part Townsend, Washington to review the progress of the Project and to discuss operations, problems and mplaints made by third parties. Any cost incurred by any Person to attend a coordination meeting shall be boat Person. Either the County or the Contractor may organize, call and not" the other party of that meetm equested by the County, the Contractor shall submit a report to the County' er than the days before t meeting regarding operations, problems, complaints or any other matter r or arising under the ontract. ARTICLE 15 Additional or Deleted Wo'��j Section 15.1 Payment or Credit for Additio Se�6 All requests for payment for services or work undis Contract in addition o the Services 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 addition to the S rvices and other work required to be performed under the Contract or any amendments thereof, but does not in ` any work requ*ed to comply with any Change in Law. Nothing in this Article is intended to negate or lessen other preconditt or procedure for payment or reimbursement provided in this Contract. Section 15.2 /(a) all su the Contractor a written request to perform any work or services additiona ervic ,� it in twenty one days of that request, the Contractor shall submit to the County, zed proposal stating the Contractors actual costs for performing the additional work or service hedule and the impact the performance of that additional work or services �il] have on the actor's performance under this Contract. The Contractor's proposal shall be d on the least ly method for performing the additional work or services to the County's (b) Upon' t of Contractor's proposal, the County shall have authority to order Contractor to perform an additional work or services if the County accepts the Contractor's proposal, for anincr a in Base Fees equal to the Contractor's actual reasonable costs of performing that work or s rvices 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 Base 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) A request to provide Transportation under the Contract from a Transfer Stations in addition to the Jacob Miller Transfer Station shall be considered additional work, but the cost of Disposal for Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 PLO, Waste from additional Transfer Stations in the County shall be the same as the Disposal Fee, as adjusted in accordance with the Contract. ARTICLE 16 Defaults in Performance of the Contract Section 16.1 Contractor Default There shall be four classes of defaults by the Contractor in its performance under this Contract: (a) Class A Default. Includes Contractor's failure to commence Transport and Disposal with Facilities properly permitted by Applicable Law and in substantial and mated compliance with the Specifications, by commencement of the Term. (b) Class B Default. Includes on and after commencement of th the Contractor's: (1) failure to perform Transport and/or Disposal re d and Contract and, as reasonably determined by the County's Repr en ;ve, aban / nt of the Project; or 11-1 (2) failure substantially to perform Transpoi isposal under �ntract on three or more occasions of three days duratio ' any given year; or (3) sale or transfer of controlling rote benefic4 ownership of the ctor other than as expressly permitted under Sect 3. (c) Class C Default. Includes the Contractor's: (1) failure to procure and/6hnaintain the Financial/ �f ntee required under Section 6.4; or (2) failure to procure and maintain iiVance under Artid/ (3) Delay of County Operations.or any ter failure by the C© tractor to perform its obligations under this Contract. Notwithstanding anything in Section to the contrary, a delay or i ption in the performance of all or any part of the Contract result' om 1I trollable Circumstances shall not be deemed a default under this Section. Section 16.2 Consequ of Con ' ctor Defaults. / (a) Class A Defau1 t oi`aClass ault, the Contractor shall be permitted to remedy the in fo (48) hours. �� otice by the County and shall pay to the County from t e a notice date the default is remedied, liquidated damages in the amount of j$50,000 pe fthe de ult is not remedied within forty-eight (48) days of that notice, the County m'ts sole be releas$om 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; eek judicial remedy of specific performance; or (3)U combination combination of the foregoing or any other remedy provided under this Contract o or in equity. (b) Class B ault. In the event of a Class B default, the Contractor shall be permitted to remedy the default within ten (10) 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 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 provide Transport and/or Disposal and may collect from the Contractor liquidated damages as set forth in Section 16.2(b)(3)below; (2) seek judicial remedy of specific performance; Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 30 (3) charge the Contractor liquidated damages in the amount of $10,000 per day for each day the Contractor fails to perform solid waste handling services; or (4) pursue any combination of the foregoing or any other remedy provided under this Contract or at law or in equity. (c) Class C Default. In the event of a Class C default, the Contractor shall be permitted to remedy the default within fifteen (15) days from notice by the County, and from the date of that notice to the date the default is remedied shall pay to the County liquidated damages in the following amounts: (1) 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 o 'ng that insurance on the day of the default divided by 365 (i.e., twice the daily c / the'tnsurance); and (2) Failure to procure and/or maintain the Financial Gu equired in Section 6.4: $5,000 per day. ////1. �, If a Class C default is not remedied within the fifteen days* notice, tl' ty may at its sole option immediately exercise any of the remedies s , forth for remedy o s B default under Section 16.2(b) as if the ten (10) days' notice t/ " in has expired.///���//j�/ (d) Termination. In addition to liquidated damages, specific performance and any tither remedies provided above, the County shall have the right to terminate this Contract immediately on the occurrence of an event of default described in Sectio.616.1. if that event of default shall occur and be continuing for the period specified in such Section, and on the occurrence of any event of default described in Section 16. 1, if that event of default shall occur and be continuing for ninety (90) 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, ed dispute concerning whether an event of default is material for purposq of terminate e Contract shall be resolved in accordance with Article 17. In the ev%t the Co inates. ire the Contractor shall be entitled to payment of any Base Fee di ri #6 the / date of the County's notice of termination of act, but only tole extent the nt of such Base Fee exceeds amounts owed to the unty. ounty shall retain the right to pursue any cause of action or assert any C or dy it may against Contractor despite its termination of the Contract. Section 16.3 Default Pure j (a) Notice. To initia eedings under this Article, the County's Representative shall give or wri tice of the default specifying with particularity the event of default that has occ d spec the County's intention to declare the Contractor in default. Unless the Contractor forty -e 8 ours shows cause why it should not be declared in default under the Contract, t unty sh lare the Contractor in default and shall be entitled to the remedies et forth in Secti .2 abo (b) "No Adjustment fofunty Savings. If the County secures performance of the services described in this Contract at a cc less than the Base 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 Financial Guarantee 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 determination under Article 17 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 Base 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. Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 31 Section 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. The Contractor shall have the right to any or all of the following remedies to the extent provided by law: (a) Liquidated Damages. For each and every County default that within thirty (30) 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, 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./j� (b) Termination or Suspension of Contractor's Performance Ate Co For any County default that within one hundred twenty (120) days of the County's receipt or tice required under this Section is not remedied and for which the County s not give '!onPj4 reasonable assurance that it will be remedied and which o ' s on a chronic basis and erial to the County's operations under the Contract, Co for shall be entitled to termin , Cy�ntract. (c) Limitation of Liability of the County. The obl s of the County under this Coact are limited obligations payable solely from such amounts as be paid by the County for services of the type required to be rendered by the Contracto Contract. The obligations of the County hereunder shall not be p�. able from the generaf the County and the incurrence or nonperformance of such obligatt shall not constitute o/'it e a legal or equitable pledge of, or lien or encumbrance upon, or claim against, any of the asset ''or property of the County or upon any of its income, receipts or revenues other than u its income receipts and revenues derived from its regulation and operation of a system for the of solid waste within its boundaries. The execution and delivery of this Contract by t ounshall not impose any personal liability on the elected officials,`MMcers, directors, em p< es or agents of the County. No recourse shall be had by the Contractor for any claims based orvthis Contract against any member, officer, employee or other agent of the County in his or her ind1 ual capacity, all such liability, if any, being expressly waived by thetontracto4 the execution ontract. Section 16.5 Contractor's If during the Term of this Contradffhe Contractor'MMfies insolvent, is dissolved, files a petition under any bankrup statute, is the debtor in any involuntary bankruptcy case that is not dismissed within sixty days after the p n commencing that case is filed, make a general assignment for the benefit of creditors, or if a receiver is "'rated for the benefit ed or obi account of its insolvency, that event could impair or frustrate the Contract " rformance of thrs Contract. Therefore, it is agreed that on the occurrence of any one or more of those even County shall be�entitled to obtain from Contractor or its successor -in -interest, adequate assurance of a performance accordance with the terms and conditions of this Contract. Failure of Contractor to comply with that r est within ten calendar days of service on Contractor of a written request from the County for that assurance 1 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. Section 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 under any other provision of this Contract or any provision of law. Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 32 ARTICLE 17 Dispute Resolution Section 17.1 Good Faith Negotiation; Mediation (a) This Article governs all disputes between the parties related to this Contract. (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 ction 2.12. (c) Within five days after the delivery of a dispute notice, the partiejc 1 meet at a location designated by the County for the purpose of negotiating a resoz n of the dispute. The parties must attempt to resolve the dispute to the mutual satisfaction of both parties in good faith. (d) If any dispute under this Contract is not resolved by negotiations o rties within twenty days after the date either party delivers to the other a dispute notice, either p tya demand mediation through aprocess (including without limitation the meth6d of selecting a tor or mediators) mutually agreed to in good faith between the parties within 30 days of the mediation demand, which may include binding or nonbinding decisions or recommendations. If the parties cannot mutually agree to a mediation process within 30 days of the mediation demand, or if the mediation does not resolve the dispute, either party may pursue any available remedy in, and only in, the Superior Court of the State of Washington in Jefferson County, Washington. Section 17.2 Jurisdiction Each party to the Contract accepts jurisdiction of11e,�ourts of the State of n for the purposes of commencing, conducting and enforcing this Contract, any subcontract made this Contract and any mediation proceedings under this Article. The parties agree that proper venueor any judicial proceeding to enforce this Contract, any subcontract made under this Cot act and any mi/diation proceeding under this Article is the Superior Court of the State of Washington in Jefferson County, Washington. Section 17.3 Standing Only the County and the Contractor have standing to bring] come a party to mediate disputes or bring legal actions under this Contract. ARTICLE., Nuccessors; Assignment mo Sectio Contractor Delegation/ The Cod executes this Contr :with the ontractor as a qualified party Yto accomplish the Project. The Contractor"s delegation of any act duties shall require the prior written consent of the County. Any delegation of dtf, shall not relit the Contractor of any liability and/or obligation to perform. Section 18.2 The Contractor shall rii any rights or obligations under or arising from this Contract without the prior written consent of the C unless otherwise permitted under Section 18.3. Section 18.3 Change in Control or Ownership Sale 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, which consent shall not be unreasonably withheld. Section 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. Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 33 ARTICLE 19 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, which shall be deemed to be the successor to the County under this Contract. ARTICLE 20 Term; Option to Extend The Term of this Contract is April 1, 2019, through March 31, 2025. The for up to four additional three-year periods under the same provisions am Contract. The County must notify the Contractor in writing Zorbefto extend the Contract for an additional period of three yearsthe Contract for additional three year periods must be given a in each successive three-year extension period (i.e., April 15s Ri , " terally may extend the Term • the s ase Fees provided in this .l 15, 20 xercise its first option Ices of the 's option to extend on or before 5 of the third year 8, 2031 and 203 Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 34 IN WITNESS WHEREOF, the Contractor has executed this instrument on the day and year first below written, and the Board of County Commissioners has caused this instrument to be executed by and in the name of said County of Jefferson the day and year first above written. Executed by the Contractor 920 Contractor State of Washington, Contractor Registration Number OF JEFFERSON SIONERS W. Sullivan, Chair Kate Dean, Member Kathleen Kier, Member Approved as to form only this day of , 20— Philip C. Hunsucker Date Chief Civil Deputy Prosecuting Attorney Monte Reinders, P.E. Date Public Works Director/County Engineer Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 35 EXHIBIT A (Contractor's Resolution Authorizing Execution of Contract) [See Certificate and Schedule A on the following pages.] Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 36 Exhibit A-1 CERTIFICATE OF CORPORATE RESOLUTIONS The undersigned certifies that he/she is the duly elected, qualified a Washington corporation (the "Corporation") and that attached hereto as Schedule A is a true and correct copy of resolutions duly adopted by unanimous written consent of the Board of Directors of the Corporation, and that such resolutions have not been amended or rescinded and are in full force and effect on the date hereof. Dated: SCHEDULE A RESOLVED, that the Corporation (as the "Contractor") is hereby authorizeinto the Contract Regarding Solid Waste Transport and Disposal for Jefferson County, Washington (the Agre nt") between the Corporation and Jefferson County, a political subdivision of the State of Washington (the "County") in the State of Washington, for Services to be provided by the Contractor to include design, construct, An, provide performance testing, and operate, for the Term of the Contract, Facilities to accept Acceptable Waste in Loaded Containers at the Jacob Miller County Transfer Station and other sites that may be later designated,by the County, and to Transport to and Dispose of that Acceptable Waste at the Disposal Sites, with suc��hanges�nay be approved by the eifficers or such other persons authorized to execute same and such actions rebyved, adopted, rated and confirmed;''', FURTHER RESOLVED, that the Corporation W*reby authorized and" d to execute and deliver the Agreement, and such other applications, exhibits, agreements or attachmen essary in connection with the Agreement and in connection with the performance of the Coworation's obli d agreements as set forth therein;y/%� FURTHER RESOLVED that the Corporation, or any officer of the Corporation, is hereby authorized and, directed to execute and delive a Agreement to the County and to execute any and all other documents on behalf of the Corporation required by the County in connection with the Agreement and in conn�� with the performance of the Corporation's obligations and agreements set forth therein; and Q//1111, j FURTHER RESOLVED, that to th, as may of the Corporation, is hereby authorized to certify Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 37 EXHIBIT B (County Resolution Authorizing Execution of Contract) Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 38 EXHIBIT C TECHNICAL SPECIFICATIONS Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 49 EXHIBIT D (Form of Financial Guarantee) Jefferson County RFP PROPOSED CONTRACT Solid Waste Transport and Disposal Services RFP Appendix C 08132018 40 INare: IN(W.11wigLoIsM."rYIs] M CONTRACT FOR SOLID WASTE TECHNICAL SPECIFICATIONS TABLE OF CONTENTS Section Page 1.0 OPERATING PLAN.......................................................................................................................................1 2.0 OPERATION AND MAINTENANCE OF EQUIPMENT.............................................................................1 3.0 COMPACTION EQUIPMENT AND LOADING UNIT WEIGHTS.............................................................1 4.0 CONTAINERS................................................................................................................................................ 2 4.1 General Requirements..............................................................................................................2 4.2 Maintenance and Repairs...............................................................................................................3 5.0 TRAILERS.......................................................................................................................... 3 5.1 General Requirements................................................................................................................3 5.2 Maintenance and Repairs.......................................................................... 4 6.0 WEIGHING, TRANSACTION TICKETS, BASIS OF PAYMENT..............................................................4 7.0 WASTE ACCEPTANCE................................................................................................................................ 5 8.0 WASTE FLOW AND DELAY OF OPERATIONS....................................................................................... 5 8.1 General Requirements........................................................................................................................ 5 8.2 Access and Operations, Delay of County Operations......................................................................... 5 8.3 Truck Transport, Points of Contact.................................................................................................... 5 9.0 STORAGE OF CONTAINERS.......................................................................................................................6 9.1 Jacob Miller Transfer Station............................................................................................................. 6 9.2 Other Loaded Container Storage Areas.............................................................................................. 6 10.0 ALTERNATIVE AND EMERGENCY OPERATIONS PLANS...................................................................6 10.1 Alternate Contractor Operations Plan.................................................................................................6 10.2 Contractor Emergency Operations Plan.............................................................................................7 11.0 DISPOSAL SITE.............................................................................................................................................7 12.0 SPECIAL WASTE..........................................................................................................................................7 E TECHNICAL SPECIFICATIONS 1.0 OPERATING PLAN The Contractor will provide procedures for Transportation and Disposal in accordance with the Contract and these Specifications, as approved by the County. The County will provide a staging area at each Transfer Station or other designated sites where the Contractor may temporarily store a specified number of empty and Loaded Containers. During operations at a Transfer Station, the County will move empty Containers from the staging area to and from the loading bay or other loading facility using a County Tractor. The County will compact Acceptable Waste into the Containers and tarp the Container using the Contractor provided tarp system. The County will then move the Containers to the designated storage area for Transport. The Contractor shall have final responsibility of inspecting the condition of Trailer and Container before removal from the Trailer storage area. The Contractor shall deliver empty Containers and receive Loaded Containers at the designated storage area. Upon receiving a Loaded Container, the Contractor shall inspect and Seal the Contractor -supplied Container. The Contractor shall then take possession of the Loaded Container for Transport and Disposal by attaching the Contractor's Tractor to the Trailer and moving the Container. 2.0 OPERATION AND MAINTENANCE OF EQUIPMENT The responsibility to provide, operate and maintain equipment is indicated in the following Equipment Table 1. Equipment Table 1* 1 EQUIPMENT PROVIDE County Transfer Station V County County Weigh Scales for transfer tare records County County Compaction E ui men Count County Yard Tractors County County Tarping Trailer Aw MECounty Containers Contractor' / County' Tarping System Contractor3 Trailers Contractor Waste Transport t Contractor Waste Disposal Contractor * Table Notes. Contractor to own (or lease) and maintain Contain, 2 County to Load and operate Containers at Transfe tation. 3.0 COMPACTION EQUIPMENT AND LOADING UNIT WEIGHTS The County owns and operates compactor equipment at the Jacob Miller Transfer Station to achieve Container net waste tonnage specifications. The maximum net weight of a Container delivered by the County to the Contractor for Transport and Disposal is to be specified by the Contractor, and will be based upon the design of the Container and Trailer axial loading. If a Container weighs more than the designated net tons at the time it is delivered to the Contractor, the County will remove Waste from the Container with its own work force and equipment until the Container is at the specified maximum net tons or less. The unit weight of Waste placed and compacted in each Container may vary due to variations in the composition of Waste and operational variations at the Transfer Station. The County does not guarantee uniform Waste unit weight or uniform distribution of Loaded Waste. The Contractor shall provide Facilities including Trailers and Containers capable of accommodating the range of variation in Waste density within each Container that may result from the Jefferson County RFP PROPOSED CONTRACT TECHNICAL SPECIFICATION Solid Waste Transport and Disposal Services RFP Appendix C 08132018 County's operations. Specifically, Contractor's Transport Facilities must be able to accommodate such variation to meet compliance with legal limits on axle loadings during Transport. The County is not responsible for removal or rearrangement of Loaded Waste delivered within the maximum net weights specified above. If the County is requested to remove Waste from a Container that contains compacted Waste weighing less than or equal to the Contractor's maximum net Container weight in order to bring the Contractor's Transport Facilities into compliance with legal limits on gross vehicle weight or axle loadings, that removal shall be at the Contractor's expense, and if the Contractor requires assistance of County employees or equipment, the County shall be reimbursed by the Contractor at the County's fully -loaded labor and equipment costs. 4.0 CONTAINERS 4.1 General Requirements .. It is the intent of these Specifications to ensure that Contractor Facilities are suitable for ort. Containers and other Facilities of the Contractor must conform to the following requirements: (a) After being mounted on Contractor Trail ser, each Container must fit into the Transfer Station loading bay and be of an acceptable height for Waste chute containment skirting (to prevent waste spilling during Loading) and to allow Waste compaction by the County, as determined by the County. (b) Each Container must be rigid and durable, corrosion resistant, nonabsorbent, rodent -proof, easily cleanable, and suitable for handling with no sharp edges or other hazardous conditions. Containers must have smooth interior walls and floors and be capable of withstanding the hard use typically associated with handling compacted Waste. Container doors and hardware must be free of defects that prevent or impede proper closure, Sealing and securing of the Container for storage at the Transfer Station. (c) Each Container must be 100 percent leak proof t a height of 18 inches from the Container floor or to an approved alternative height accepted in vIrting by the County. (d) Containers must be designed with vents that allow dissipation of heat and expanding gasses that may be generated during storage or Transport to the Disposal Site. Vents must be located to prevent vent blockage and screened to prevent the release of Waste during storage at the Transfer Station and during Transport. (e) Containers must have sturdy, fully intact, tarp with straps that are of sufficient size and strength to cover, secure and keep all Loaded Waste inside the Container during storage at the Transfer Station and Transport. Tarp rods shall be straight, free of defects, and operate smoothly. The tarping system provided by the Contractor must: (i) be acceptable to County operations; (ii) be installed using the County provided tarping trailer; and (iii) keep all waste inside of Sealed Containers. (f) Landing gear must be fully operational and function smoothly. Container Seal latches must be fully operational and function smoothly. The Contractor shall deliver the empty Containers to the designated area with the tarp securely in place. The County shall roll the tarp over the Container after it is Loaded for Transport. It is the Contractor's responsibility to inspect and secure the tarp before Transport. The Contractor assumes all liability for adequately securing the tarp and the Loaded Waste before Transport of the Loaded Container. The Contractor shall provide to the County at all times a minimum of two empty Containers for Waste to be Loaded at the Transfer Stations. Jefferson County RFP PROPOSED CONTRACT TECHNICAL SPECIFICATION Solid Waste Transport and Disposal Services RFP Appendix C 08132018 2 4.2 Maintenance and Repairs The Contractor shall replace any Container equipment that does not meet these Specifications. The Contractor shall maintain each Container in a safe working condition at all times, with particular attention to ladders, platforms, hand grips, railings and other parts of the Containers on which County personnel can be expected to work. If a Loaded Container is discovered to be leaking during storage at the Transfer Station, or during Transport, the Contractor shall Transport the Container to the closest Contractor provided Facility where leachate from the Container that is not Hazardous Waste can be collected and disposed by the Contractor in accordance with Applicable Law. The Contractor shall repair or replace the damaged Container within 24 hours after the leak is discovered, and shall then Transport and Dispose of the Waste in the Container or replacement Container as required under the Contract. If a Container is damaged during Loading, Transport or Disposal, the Contractor sha repair or replace the Container and shall pay all associated costs of repair or replacement, unless the damage is the result of gross negligence by the County in which case the County will reimbur e the Contractor for all reasonable costs of repair or replacement in accordance with the Contract. V *Male Each time a Container is emptied, the Contractor shall remove all Waste from the Container. The Contractor shall clean Containers as necessary to comply with the requirements of the County, and other jurisdictional health department(s) and to mitigate malodor, unsightliness or attraction of vectors. Contractor shall inspect Containers at least monthly for loose fitting doors, damage to doors, ladders, Sealing and locking mechanisms, blocked vents, excessive corrosion, leaks, frayed or ripped tarps and useable tarp straps, or other damage incurred during Transport, handling of Waste and Disposal. The Contractor shall maintain inspection records for a period of at least 2 years, and shall make them available for inspection upon the request of the County, Jefferson County Public health or other jurisdictional health department(s). 5.0 TRAILERS 5.1 General Requirements uil® Trailers must be in good operating condition and Contractor shall provide Trailers that meet or exceed the following re uirements: Overall outside length, bridge span, and distance between axles of Trailers when combined with Tractor shall conform to all Applicable Law. (b) Trailers shall be designed to allow for positive mating with the County's yard Tractors at the Transfer Stations. (c) Trailers shall be designed, engineered and rated to perform satisfactorily and to safely transport Containers bearing the maximum Container net weights permitted by this Contract. (d) To facilitate establishing optimum Container net weight on the County compactor system Trailers and Containers shall be of similar construction, type, and age such that components are as near to identical in dimensions and weight as possible. (e) When loaded with the maximum net weight of Waste, Tractor -Trailer combinations shall not exceed legal gross vehicle or axle weights permitted on any public road system used for Transport. Jefferson County RFP PROPOSED CONTRACT TECHNICAL SPECIFICATION Solid Waste Transport and Disposal Services RFP Appendix C 08132018 3 5.2 Maintenance and Repairs Contractor shall maintain Trailers in accordance with the manufacturer recommended maintenance schedule in accordance with this Contract. Brake adjustments shall be checked weekly and documented in maintenance records. Reflective markings and safety equipment shall be checked weekly. The Contractor shall provide units sufficient to allow County operations to continue without delay in the event of scheduled or unscheduled maintenance. The Contractor shall provide quarterly maintenance reports to the County, if requested. Such reports must include a record of all scheduled and unscheduled maintenance performed on any Trailer used in the Project during the previous quarter. If a Trailer ceases to become legally operable while in possession of the County the County operator will immediately notify the Contractor of the breakdown. The Contractor shall provide the replacement within twelve (12) hours of such notification. The Contractor shall be responsible for removing and repairing the disabled Trailer, and shall otherwise Transport and Dispose of the Waste in accordance with the Contract. 6.0 WEIGHING, TRANSACTION TICKETS, BASIS OF PAYMENT The Contractor will determine total loaded vehicle weights to ensure that the Trailer weight does not exceed legal gross vehicle or axle weights permitted on any road or ferry used for Transport. The Contractor may have access to the County scale for determining Trailer weights. The scales used for weighing components will be part of the County's equipment and will be maintained in accordance with the requirements set forth in "Specifications, Tolerances, and Other Technical Requirements for Weighing and Measuring Devices," 11 U.S. Department of Commerce, National Bureau of Standards, Handbook 44, or any successor publication. The Contractor is responsible for having or subcontracting for a certified scale on which Loaded Containers can be weighed and from which individual weight tickets for each load will be obtained. The Contractor will weigh each Loaded Container and will prepare a transaction ticket bearing the time, date, Seal information, and calculated net weight of the Container. Such transaction tickets containing the Container number will be provided to the County along with monthly invoices in accordance with Contract reporting requirements. If, for any reason, the Contractor's scale is inoperable, the Contractor may request that the County weigh Containers at the Transfer Station. If the transaction ticket net Container weight is determined at the Transfer Station a copy of the transaction ticket will be provided to the County at that time. The County may weigh any or all Containers as they leave the Transfer Stations or other County designated depository site to verify the Contractor's billings. The Contractor, at its option, may use scales at the County Transfer Station to verify that the truck combination does not exceed legal gross vehicle weights or axle loading requirements. If, after adjustment of the axle loading to the extent permitted by the Contractor's equipment, the truck combination exceeds legal limits the County will remove Waste from the Loaded Container and prepare a new transaction ticket. The Contractor may weigh the truck combination as many times as necessary to verify that the combination does not exceed legal gross vehicle weights or axle loading limits. After each such weighing, the County will respond as described in these Specifications including, but not limited to, Section 3 and Section 8. If the County disagrees with the weight information contained on a transaction ticket, the County may request in writing recalibration of the Contractor's or other applicable scales and scale weight certification report(s). If the Contractor's scales or other scales used for billing are found to be out of compliance, the Contractor shall pay all costs incurred for recalibration; if the County's scales are improperly calibrated, the County will pay for the recalibration. The County will reimburse the Contractor for any underpayment and the Contractor shall reimburse the County for any overpayment attributable to improper calibration, retroactive to the date of the County's written request. Jefferson County RFP PROPOSED CONTRACT TECHNICAL SPECIFICATION Solid Waste Transport and Disposal Services RFP Appendix C 08132018 10 7.0 WASTE ACCEPTANCE After each Container is Loaded and before the Container leaves the Transfer Station, the Contractor will install a Contractor -provided Security Seal on the Container. The Contractor will verify the Security Seal and perform Container and Trailer inspection required by this Contract including these Specifications and Washington Law before moving the Container. 8.0 WASTE FLOW AND DELAY OF OPERATIONS 8.1 General Requirements The Contractor shall assure that County operations are not delayed, and shall maintain operating hours necessary to achieve this purpose. Waste amounts delivered by the County to the Contractor will fluctuate daily, weekly and monthly. The Contractor's Facilities must have sufficient capacity to accommodate Waste amount variations without delay to the County. �` Aih,. If the Contractor or County must remove or rearrange Waste from a Container weighing less than or equal to the Contractor's maximum net weight under this Contract in order to bring the Contractor's Transport equipment into compliance with legal limits on gross vehicle weight of axle loadings, such action shall constitute a Delay of County Operations by the Contractor. 8.2 Access and Operations, Delay of County Operations Access to Transfer Station or designated facility for acceptance of Loaded Containers and delivery of empty Containers for Transport will be provided during normal operating hours, and during other hours mutually agreed to by the County and the Contractor. The Contractor shall provide in accordance with this Contract and maintain at all times a minimum of two empty Containers in the staging area of the Transfer Stations, or in other locations as may be agreed upon in writing by the County and the Contractor. Loaded Containers shall be removed from the Transfer Station no later than 24 hours after Loading, and with sufficient frequency so that the maximum Container storage limits set forth in these Specifications are not violated. Failure by the Contractor to provide empty Containers, failure to remove Loaded Containers no later than 24 hours after Loading, or failure to observe the maximum Container storage limits shall constitute a Delay of County Operations, if such failure occurs through no fault of the County. 8.3 Truck Transport, Points of Contact ' Contractor Transport will entail over -the -road movements from Jacob Miller Transfer Station to the Contractor's Facilities, if necessary, and ending at the Disposal Site. Throughout the Term of the Contract, the Contractor is required to have the requisite numbers of Containers, Trailers on site and available as set forth in Article 8 and these Specifications. Upon reasonable request by the County, special provisions will be made by the Contractor for long weekends, holidays, and other special events. Contractor may, from time to time, utilize other infrastructure as a staging or pooling area to ensure adequate levels of resources are available. Contractor will be responsible for ensuring that it or its trucking subcontractor supplies adequate Containers, and Tractors. If for any reason Tractors are not available for Transport, a replacement Tractor or Tractors, operated by the Contractor or a trucking company hired by Contractor, will be sent to service the County immediately to prevent a Delay of County Operations. The County will provide daily through email to the Contractor and any designated sub -contractor, the number of empty Containers, partially full Containers and full Containers on site at the end of each day of County operations. The parties will each maintain and provide to the other party a solid waste operations communication matrix. Each communications matrix must include email, text address, office and cell phone numbers for operational business hours and operational after hours contact information. Jefferson County RFP PROPOSED CONTRACT TECHNICAL SPECIFICATION Solid Waste Transport and Disposal Services RFP Appendix C 08132018 9.0 STORAGE OF CONTAINERS 9.1 Jacob Miller Transfer Station Unless otherwise agreed to by the County, the Contractor temporarily may store a maximum of 20 total empty, partially Loaded or fully Loaded Containers in the staging area, subject to the limitations on storage time provided in these Specifications. 9.2 Other Loaded Container Storage Areas Subject to and except as limited by Applicable Law, storage of Loaded Containers will be allowed at any Contractor Facility or at another storage location provided by the Contractor. 10.0 ALTERNATIVE AND EMERGENCY OPERATIONS 10.1 Alternate Contractor Operations Plan No later than 60 days after execution of the Contract, the Contractor shall submit to the County for approval a complete and detailed alternative operations plan for correcting, repairing or reconstructing or providing alternative Facilities for any Facility that for any reason becomes incapable of performing its role in the Project. The alternative operations plan must be of sufficient detail to satisfy the County of the Contractor's ability 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 provide the Services using the primary system under the Contract. The alternative operations plan must include but is not limited to: Xq�l , (a) An inventory of alternative Transportation, handling, and Disposal Facilities. (b) A listing of financial and technical resources for the implementation of the plan. (c) A mobilization plan for each component of the alternative operations system. (d) Copies of any operating permits for alternative Facilities received since Contractor's Bid submittal, or an updated timeline for receiving permits pending. (e) A back up plan and standby arrangement for continuous delivery of empty Containers. The alternative operations plan shall be updated and submitted for County approval on an annual basis along with the Contractor's annual summary reporting to the County in January consistent with the Contract Base adjustments and annual records reporting schedules. If no changes have occurred since the last submittal that affect any part of the alternative operations plan, a letter submitted to the County in the annual summary report stating this fact and signed by the Contractor's Representative will satisfy the requirement for the annual alternative operational plan update. All alternate Facilities must be available from the first day that operations commence under this Contract. The County's approval of the alternative operations plan is not and may not be construed as a limitation on Contractor's obligation to Transport and Dispose of Waste under the Contract. Jefferson County RFP PROPOSED CONTRACT TECHNICAL SPECIFICATION Solid Waste Transport and Disposal Services RFP Appendix C 08132018 0 10.2 Contractor Emergency Operations Plan No later than 60 days after execution of the Contract, the Contractor shall provide to the County a comprehensive emergency operations plan designed to mitigate and correct hazards that may arise due to accident or disruption of the storage, Transport, handling, and Disposal of Waste, including: damage to property, the interruption of traffic along Transportation routes, release of hazardous or dangerous materials, and the release of any Waste constituents. The emergency operations plan must include: (a) (b) Procedures and a schedule for notifying the County a1 ' authorities of emergency conditions. A description of actions that the Contractor's and the response to the emergency conditions. ate, or local -1 will take in (c) Evidence acceptable to the County that arrangements have been madelmLocal emergency response agencies setting forth the services that will be rendered by each Nkin the event of an emergency. The emergency operations plan shall be updated and subrrgAtted for County approval on an annual basis along with the Contractor's annual Contract summary reporting to the County in January consistent with the Base Fee adjustments and annual records reporting schedules. If no changes have occurred since the last submittal that affect any part of the emergency operations plan, a letter stating this fact and signed by the Contractor's Representative will satisfy the requirement for the annual emergency operational plan update. The emergency operations plan in no way diminishes the Contractor's responsibility to comply with all Applicable Law for storing, Transporting, handling, and Disposing of the Waste despite the emergency. 11.0 DISPOSAL SITE 101111FI& Disposal Sites as defined in this Contract that are located within the United States must, at a minimum, be constructed, operated, closed, and otherwise maintained in a manner that complies with the applicable Washington State Minimum Functional Standards (MFS), WAC - 173 304 or the equivalent regulatory standards for disposal sites in other States. All Disposal Sites must have sufficient authority and current operating permits under applicable federal, state and local laws to accomplish the Project. 12.0 SPECIAL WASTE The Contractor must provide in writing and maintain an acceptable plan to Transport and Dispose of Special Waste under the Department of Ecology Publication Number 96-1254 for small generators. The plan must include: (a) Provisions for special waste profiles to the County that include but are not limited to: (1) Permitted animal carcasses received from road kill or occasional residential request; (2) Sandblasting media; (3) Petroleum contaminated soil; (4) Dry chemicals used in fire extinguishers; (5) Weathered creosote -treated wood; (6) Waste water treatment sand filter media. (b) Contractor's generator submittal requirements and County submittal requirements for those profiles including all formwork. Jefferson County RFP PROPOSED CONTRACT TECHNICAL SPECIFICATION Solid Waste Transport and Disposal Services RFP Appendix C 08132018 7 (c) For Contractor determined acceptable Special Waste, Contractor must submit Bill of Laden requirements and Container reporting requirements immediately to the County for all Contractor approved Special Wastes to avoid Contractor Delay of County Operations in handling Generator's special waste; (d) All special waste approved by the Contractor will be Transported and Disposed under this Contract as Acceptable Waste except, as agreed to in writing by the County on a case by case basis. Jefferson County RFP PROPOSED CONTRACT TECHNICAL SPECIFICATION Solid Waste Transport and Disposal Services RFP Appendix C 08132018