HomeMy WebLinkAbout020419_ra01 Department of Public Works
0 Regular Agenda - Public Hearing
Jefferson County
Board of Commissioners
Agenda Request
To: Board of Commissioners
Philip Morley, County Administrator �/'�
From: Monte Reinders, P.E., Public Works Director/County Engineer 'fC/
Agenda Date: February 4, 2019 (10:00 a.m.)
Subject: Public Hearing - Solid Waste Transport and Disposal Contract
Statement of Issue: The Board issued a Request for Proposals (RFP) on August 20, 2018 for
Solid Waste transport and disposal services. Prior to entering into a contract with a vendor,
the Board shall hold a public hearing finding that it is in the public interest to enter into the
contract (RCW 36.58.090).
Analysis/Strategic Goals/Pro's &t Con's: Two firms provided proposals to the County for haul
and disposal of approximately 20,000 tons of solid waste per year from the County's transfer
station. County staff, with assistance from legal counsel, have concluded negotiations with
the preferred contractor, Republic Services, and have finalized the contract terms.
Fiscal Impact/Cost Benefit Analysis: Estimated cost per year for the first year of the contract
assuming 20,000 tons is approximately $1.4 million. The initial contract term is 5 years with
the potential for 3-year extensions. Costs are similar to what the County currently pays under
the existing contract which has been in place for the last 20 years.
Recommendation: County staff believes that it is in the public interest to enter into the
contract with Republic Services. If, after the public hearing, the Board concurs staff will
prepare a resolution to that effect for Board action at a subsequent meeting date.
Department Contact: Tom Boatman, Solid Waste Manager
Reviewed By:
/I/ - 7
r err.
Philip Morley-, Court y Administrator, Date
1 Jefferson County CONTRACT
Regarding Solid Waste Transport and Disposal
CONTRACT
REGARDING SOLID WASTE
TRANSPORT AND DISPOSAL
FOR
JEFFERSON COUNTY, WASHINGTON
DATED __________ 2019
2 Jefferson County CONTRACT
Regarding Solid Waste Transport and Disposal
ARTICLE 1 Definitions ........................................................................................................................................ 3
ARTICLE 2 General Provisions ............................................................................................................................ 7
ARTICLE 3 Independent Contractor ..................................................................................................................... 9
ARTICLE 4 Subcontractors ................................................................................................................................ 10
ARTICLE 5 Contractor and County Representatives .......................................................................................... 10
ARTICLE 6 Contractor Responsibilities, Representations and Warranties ........................................................ 11
ARTICLE 7 County Responsibilities, Representations and Warranties ............................................................. 17
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 .......................................................................................................................... 26
ARTICLE 13 Contractor Disposal Sites and Other Alternate Facilities ............................................................... 28
ARTICLE 14 Coordination Meetings ................................................................................................................... 29
ARTICLE 15 Additional or Deleted Work............................................................................................................ 29
ARTICLE 16 Defaults in Performance of the Contract ........................................................................................ 30
ARTICLE 17 Dispute Resolution .......................................................................................................................... 32
ARTICLE 18 Successors; Assignment .................................................................................................................. 33
ARTICLE 19 Dissolution of the County and Successor to the County ................................................................. 33
ARTICLE 20 Term; Option to Extend .................................................................................................................. 34
SIGNATURE PAGE ........................................................................................................................................................... 35
EXHIBITS A - D ........................................................................................................................................................ 36 - 40
3 Jefferson County CONTRACT
Regarding Solid Waste Transport and Disposal
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 Regional Disposal Company, a Washington
joint venture, doing business as Republic Services (the “Contractor”).
RECITALS
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 Station and other sites that
may be later designated by the County, and to Transport to and Dispose of that Loaded Waste.
The Contractor’s authorization to enter into this Contract is evidenced by a Contractor’s Certificate, executed by the
Secretary of Rabanco, Ltd., the managing partner of Contractor, a copy of which is set forth as Exhibit A to this
Agreement.
The County’s authorization to enter into this Contract is evidenced by Resolution No. ____________ duly adopted
by the County Commissioners on _____________________, 2019.
ARTICLE 1 Definitions
For the purposes of this Contract, the following terms shall have the following meanings:
Acceptable Waste means all Solid Waste and Medical Waste; but the term does not include Unacceptable Waste as
defined in this Contract.
Applicable Law means all applicable federal, state or local constitutional or charter provisions, statutes,
ordinances, resolutions, codes, rules, regulations and permits that apply to the Facilities or to any of Contractor’s
operations or obligations under this Contract.
Base Fee or Base Fees means the sum of the Base Fee Components.
Base Fee Components or Components of Base Fees means the Transportation Fee and the Disposal Fee, as set
forth in Article 8.
Change in Law means any of the following that occurs after the date this Contract is executed:
(a) The enactment, adoption, promulgation, amendment, modification, repeal or change in
interpretation of any Applicable Law.
(b) The issuance of an order, decree or judgment of any federal, state or local court, administrative
agency or governmental officer or body, if that order, decree or judgment is not also the result of
negligent or willful action or failure to act of the party relying thereon. But contesting in good faith
any order, decree or judgment does not constitute a willful or negligent action of that party under
this clause (b).
(c) The imposition of any material conditions on the renewal of any official permit, license or approval
which establishes requirements making the construction or operation costs of the Facilities
financially more burdensome than the most stringent requirements in effect on 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
4 Jefferson County CONTRACT
Regarding Solid Waste Transport and Disposal
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.
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 – West
Region, 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 conformance with this Contract that has an open-top
(or other mechanism approved by the County) for Loading loose Acceptable Waste at a Transfer Station, which
may then be compacted, and that is supplied with a tarp to keep Loaded Waste secure during Transport and
Disposal.
Contract means (a) this Contract Regarding Solid Waste Transport and Disposal for Jefferson County, Washington
and (b) unless designated for informational or response purposes only, any addenda provided by the County, the
Specifications, the Financial Guarantee and any appendices, attachments, amendments, change orders or
modifications of the foregoing documents agreed to by the parties in writing.
Contractor means Regional Disposal Company, a Washington joint venture, doing business as Republic Services,
selected by the County to provide the Services and, as applicable, the Contractor’s officers, employees, agents and
subcontractors.
County means Jefferson County, a political subdivision of the State of Washington, its successors or assigns.
Delay of County Operations means a slowdown or interruption of County operations designated as a “Delay of
County Operations” in Section 8.2 of the Specifications.
Dispose or Disposal means all work, services or operations performed by Contractor under this Contract when
Loaded Waste enters the boundaries of the Disposal Site.
Disposal Fee means the price per ton of Loaded Waste for Disposal, as set forth in Article 8.
Disposal Site means the Roosevelt Regional Landfill located at 500 Roosevelt Grade Road Roosevelt, Washington,
or any other Subtitle D landfill or other location operating under state permits designated by the County from time
to time for the final treatment, utilization, processing or deposit of Loaded Waste including, but not limited to, all
personal property used at that site for purposes of this Contract.
Effective Date means the date of the last signature of the parties to this Contract.
Facility or Facilities means the Disposal Site and the primary and alternative real and personal property owned,
leased, provided, operated or used by Contractor for Transportation and Disposal.
Financial Guarantee means (a) a performance bond 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.
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:
5 Jefferson County CONTRACT
Regarding Solid Waste Transport and Disposal
(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 treatment, storage, 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.
Upon a Change in Law, certain waste that is not as of the Date of Execution included in this definition may after
that date come within its scope, and certain waste that is within the definition may cease to be so included.
Accordingly, any waste, material or substance shall be deemed Hazardous Waste at the time, but only so long as
and to the extent that, it is included in the definition of Hazardous Waste set forth above.
Load or Loaded or Loading means the process by which, and the status of a Container after, Acceptable Waste is
placed into or otherwise enters that Container at a Transfer Station, either compacted or uncompacted.
Loaded Waste means Acceptable Waste that is Loaded into a Container at a Transfer Station.
Medical Waste means any noninfectious and noninjurious material or substance or any treated and properly
packaged infectious or injurious material or substance originating in a medical, veterinary or intermediate care
facility that may be deposited in a Transfer Station under federal, state and local laws and regulations including, but
not limited to, the regulations of Jefferson County Public Health; but the term does not include any infectious
material or substance originating in a medical, veterinary or intermediate care facility that has not been treated and
may not be deposited in a Transfer Station under applicable federal, state or local laws or regulations, including but
not limited to, the regulations of Jefferson County Public Health.
Execution Date or Date of Execution means the date the last Party executes this Contract.
Person or Persons means, without limitation, any individual, firm, corporation, association, partnership,
consortium, joint venture, entity, government agency or unit of government.
Project means all matters and things that the Contract requires to be done, kept, performed and furnished by the
Contractor and by the County, respectively.
Proposal means a potential Contractor’s proposal submitted to the County in response to the County’s RFP to
provide services for this Contract.
RCW means Revised Code of Washington.
Representative means, depending on the context, the authorized representative of the County or the Contractor
designated in accordance with Article 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, a Security Seal is installed
on a Container in conformance with this Contract.
Security Seal means a device that conforms to this Contract that, once installed on a Container, 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.
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;
6 Jefferson County CONTRACT
Regarding Solid Waste Transport and Disposal
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 Specifications and
(b) Conforms to the following definitions in the latest edition of State of Washington Department of
Ecology Publication Number 96-1254 and all references therein:
(1) Category D toxic waste;
(2) Solid corrosive waste;
(3) Low-level persistent waste including:
i. Halogenated organic compounds (HOCs);
ii. Polycyclic aromatic hydrocarbons (PAHs).
Specifications means the technical specifications issued by the County as part of RFP for Transport and Disposal
services under this Contract, which are attached to this Contract as Exhibit C and incorporated by this reference.
State/Local Solid Waste Handling Fee means a fee, tax, surcharge or similar charge on solid waste handling
services, including but not limited to Transportation and Disposal services, imposed by any state, regional or local
government or government agency; the term does not include federally-imposed fees, taxes, surcharges or other
charges levied equally on solid waste handling in all states.
Term or Term of the Contract or Contract Term means the term of this Contract set forth in Article 20,
including any extensions thereof.
Tractor means a vehicle used to move Containers.
Trailer means a Tractor-drawn trailer that is designed for over-the-road Transport of a Loaded or empty
demountable Container.
Transfer Station means a County-designated facility at which Acceptable Waste is received, compacted, processed
or Loaded into Containers for Transport and Disposal.
Transport or Transportation means the moving by Contractor of Containers to and from the Transfer Station for
the purposes of providing Disposal including, but not limited to, the storage and handling of Containers at any
transfer facility or other Facilities used by Contractor.
Transportation Fee means the price per ton of Loaded Waste for Transportation, as set forth in Article 8.
Unacceptable Waste means
(a) Waste that may not be disposed at the Disposal Site and at any alternative 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.
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
7 Jefferson County CONTRACT
Regarding Solid Waste Transport and Disposal
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 public enemy, war, terrorist act,
blockade, insurrection, riot, general arrest, or restraint of government and people, civil disturbance
or similar occurrence;
(b) The failure of any appropriate federal, state or local agency or public or private utility having
operation jurisdiction in the area of location of any of the Facilities, to provide, maintain and assure
the maintenance of any necessary utility which failure is not caused by Contractor’s failure to pay
for those utilities or Contractor’s failure to comply with Applicable Law;
(c) An increase in or imposition of State/Local Solid Waste Handling Fees that in total exceed twenty-
five percent of the Base Fee not including such State/Local Solid Waste Handling Fees;
(d) For Contractor, a non-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 an Uncontrollable Circumstance:
(a) adverse changes in the financial ability of any party to this Contract to perform its obligations
under this Contract;
(b) the consequences of errors of design, construction, start-up, operation or maintenance on the part of
the Contractor or any of its employees, agents or subcontractors;
(c) the failure of the Contractor to secure patents or licenses in connection with the technology
necessary to design, construct, operate or maintain the Facilities;
(d) the lack of fitness for use, the failure to comply with the Specifications or the inadequacy of design
of any materials, equipment or parts constituting any part of the Facilities;
(e) the failure of any technology to perform;
(f) with respect to the County, a Change in Law by the County or any political subdivision of the
County (other than a City), except as expressly mandated by state or federal law;
(g) as to the Contractor, any act or event the occurrence against which the Contractor is obligated to
carry insurance under this Contract, to the extent the Contractor is so obligated; and
(h) any subsurface condition 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 with 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.
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.
8 Jefferson County CONTRACT
Regarding Solid Waste Transport and Disposal
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 expression of the parties with respect to the
subject matter it contains, and supersedes all prior or contemporaneous agreements, understandings,
arrangements, commitments and representations, whether oral or written. In the event of a conflict between the
provisions set forth in this Contract as against any of its exhibits, including without limitation the Specifications,
the provisions in the Contract shall prevail and this Contract shall be interpreted as if that conflicting provision
was not a part of the agreement between the parties. The Contractor immediately shall bring to the County’s
attention for decision and mutual revision any observed conflicts between or duplications of any Contract
provisions or any material omissions from the Contract. The Contractor shall obtain written instructions from the
County’s Representative before proceeding with services affected by omissions or discrepancies in the Contract.
In the event of a discrepancy in the provisions of the Contract, the most stringent provision shall apply.
Section 2.4 Severability
If any Contract provision is for any reason determined to be invalid, illegal or unenforceable under any
Applicable Law, the remaining provisions of the Contract shall remain in effect and bind the parties; however,
the parties shall negotiate in good faith to amend the Contract to effectuate the intent of any invalid, illegal or
unenforceable provision, if permissible under Applicable Law.
Section 2.5 Time of the Essence
Time is of the essence of this Contract. The County’s or Contractor’s failur e to object to a breach of any Contract
provision is not and shall not be construed as a waiver of that provision. The payment or acceptance of
compensation subsequent to any breach is not and shall not be deemed an acceptance of that breach. Any waiver
must be in writing and supported by consideration.
Section 2.6 Construction of Terms
Unless otherwise specified in the Contract, words describing material or work that have a well-known technical
or trade meaning shall be construed in accordance with the well-known meaning generally recognized by solid
waste professionals, engineers and trades.
Section 2.7 Access
The County shall have the right and unlimited access to inspect any or all of the Contractor’s and subcontractor’s
operations, Facilities or records related to this Contract and the Project; however, the County’s access shall not
unreasonably interfere with such operations and the County’s access to records under this Section shall be subject
to the confidentiality provisions 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.
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.
9 Jefferson County CONTRACT
Regarding Solid Waste Transport and Disposal
Section 2.11 Subsidiary Contracts
No contract between the Contractor and its subcontractors, officers, employees or agents including all contracts
relating to the use, lease, operation or ownership of the Facilities shall prevent, expressly or in effect, the
Contractor from performing its obligations under this Contract.
Section 2.12 Notices
(a) Except as may otherwise be expressly provided, all approvals, requests, reports, notices,
communications or other materials or information required or permitted to be made or given by a
party to the other party hereunder shall be deemed to have been given or made only if the same is
reduced to writing and delivered, either personally or by means of the United States Postal Service
(registered or certified mail, postage prepaid), to the County Representative or the Contractor
Representative, as the case may be, at their respective addresses as set forth below.
(b) For all purposes of this Contract, any such approval, request, report, notice, communication or
other material or information which is delivered by means of the United States Postal Service as
aforesaid shall be deemed to have been delivered as of the fifth business day next following the
date of the postmark thereof.
(c) All notices, requests and other communications to either party hereunder shall be in writing and
shall be given to such party at the following address, or such other address as such party may
hereafter specify for the purpose by notice to the other party:
If to the County: If to the Contractor:
Jefferson County Public Works
623 Sheridan Street
Port Townsend, WA 98368
Attention: Solid Waste Manager
Republic Services
54 S. Dawson Street
Seattle, WA 98134
Attention: General Manager
Section 2.13 Article, Section and Subsection References
Any Articles, Sections or subsections mentioned in this Contract by number only without reference to another
document refer to those Articles, Sections or subsections contained in this Contract.
Section 2.14 Amendment or Waiver
Neither this Contract nor any provision hereof may be changed, modified, amended or waived except by written
instrument signed by the parties.
Section 2.15 Approvals 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.
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 performing those Services. The
Contractor is solely responsible for the acts and omissions of its officers, agents, employees, contractors and
subcontractors. Nothing in the Contract creates a partnership or joint venture between the County and the
10 Jefferson County CONTRACT
Regarding Solid Waste Transport and Disposal
Contractor or imposes upon the County a duty to supervise or control the acts or omissions of any Person
providing the Services.
ARTICLE 4 Subcontractors
Section 4.1 Approval of Suppliers and Subcontractors
(a) During the Term of this Contract, the County shall have the right to reject any or all subcontracts of
all or part of Contractor’s obligations to provide the Services if the County in its reasonable
discretion believes that the subcontractors concerned either have not or will not adequately perform
the tasks assigned to them.
(b) Contractor shall inform the County of all proposed subcontracts no later than ninety days prior to
the date on which the proposed subcontract is to take effect. The County reserves the right in its
reasonable discretion to reject any subcontract no later than thirty days prior to the date on which
the proposed subcontract is to take effect, if the County in its reasonable discretion believes that the
subcontractor concerned either has not or will not adequately perform the tasks to be assigned to it.
(c) If at any time the County, in its reasonable discretion, believes that a subcontractor performing
services or work under the Contract either has not or will not adequately perform the tasks assigned
to it, the Contractor shall terminate the subcontract within 60 days of written notice to do so by the
County. All subcontracts the Contractor enters into to perform work under this contract shall
include a provision that puts the subcontractor on notice of this provision and in which the
subcontractor agrees to cease its subcontract services in accordance with the notice from the
County to the Contractor.
(d) In no event shall the Contractor’s subcontracting, or the County’s failure to reject Contractor’s
subcontracting of its obligations to provide the Services, in any way relieve the Contractor of its
responsibilities under this Contract.
Section 4.2 Assignment of Subcontracts
All contracts between the Contractor and its subcontractors for any of the Services must contain a clause that, if
the Contractor defaults in performance of the Contract and the County accepts assignment of the subcontract
under Article 18, the subcontractor shall recognize the County or its assignee as the Contractor and the County or
its assignee shall have all the rights, remedies and responsibilities of the Contractor under that subcontract.
ARTICLE 5 Contractor and County Representatives
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
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 Contr actor 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 commitments shall fully bind the
Contractor, subject to the requirements of Section 2.14. The Contractor’s Representative shall be located within a
reasonable proximity of the County and be accessible at all times during the Term of the Contract.
11 Jefferson County CONTRACT
Regarding Solid Waste Transport and Disposal
Section 5.3 County Representative
Unless the County notifies the Contractor otherwise in writing, the County’s Representative shall be the County’s
Representative for all purposes of this Contract and that Representative’s statements, representations, actions and
commitments shall fully bind the County to the extent permitted by Applicable Law subject to the requirements
of Section 2.14.
Section 5.4 Change in Representative
The parties may change their respective representatives, including without limitation for termination of
employment, on five days’ written notice to the other party; provided, however, that if five days’ notice is
impracticable due to a party representative’s termination of employment, then that party shall provide prompt
notice of the change to the other party.
ARTICLE 6 Contractor Responsibilities, Representations and Warranties
Section 6.1 General Responsibilities
Without limitation, the Contractor shall:
(a) Accept, store, handle, Transport, unload and Dispose of all Loaded Waste (either loose or
compacted) delivered to the Contractor at the Jacob Miller Transfer Station and any other Transfer
Station.
(b) Own, operate or lease Facilities necessary to perform the Services including, but not limited to:
Containers in sufficient number to supply all Transfer Stations at all times with empty Containers
to receive Acceptable Waste. Contractor shall at all times have an alternate means of delivering
empty 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.
(c) Procure and maintain the Financial Guarantee required under Section 6.4.
(d) Comply with all Applicable Laws in accordance with Section 6.6.
(e) Obtain any permit, license, certificate or governmental approval required for the Project in
accordance with Section 6.7.
(f) Pay all applicable taxes and fees in accordance with Section 6.8.
(g) Procure and 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 alternative 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
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
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Regarding Solid Waste Transport and Disposal
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 volume of 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 otherwise provide, maintain and operate in
a quantity sufficient to perform the Services in a timely manner throughout the Term of the
Contract the Disposal Site, Transport Facilities, Disposal Facilities and alternative Facilities.
Subject to Section 6.5, the Contractor may add to, delete, improve or replace Transport Facilities
and Disposal Facilities during the Term of the Contract so long as such additions, deletions,
improvements or replacements are carried out and operated in accordance with Applicable Law.
All Facilities provided by the Contractor must meet or exceed the requirements in the
Specifications and any and all requirements of any Applicable Law.
(b) Replacement or Repair. The Contractor at its sole expense shall keep all Facilities in good working
order and repair and, as required in the Specifications. The Contractor shall be liable for all costs
reasonably incurred by the County to repair or replace the Facilities owned, operated or used by the
Contractor or provided to the County for its use under this Contract including, but not limited to,
the Containers, Trailers, Tractors, Transport Facilities and Disposal Facilities; however, the County
shall be liable for, but only to the extent that the repair or replacement of Facilities is caused by, the
negligence of the County.
Section 6.4 Financial Guarantee
Within thirty days after the Effective Date but no later than commencement of the Term, the Contractor shall
provide and continue to maintain through the Term of the Contract a Financial Guarantee. The amount of the
Financial Guarantee initially provided under this subsection shall be $1,000,000.00. Within 30 days after
commencement of the Term, the amount of the Financial Guarantee shall be increased to a minimum amount of
$2,000,000.00. The Financial Guarantee shall be issued for terms of not less than one year; the Contractor shall
provide a new Financial Guarantee, or evidence satisfactory to the County of the renewability of the current
Financial Guarantee, at least 90 days before the expiration date of the Financial Guarantee then in effect. The
Financial Guarantee shall provide that the County may draw upon it upon a County determination of a default
under the procedures in Section 16.3. Any Financial Guarantee provided under this Section shall provide that
notwithstanding the termination or expiration of the Contract, at any time within 180 days of the date the
Contract terminates or expires, the County may make a claim against the Financial Guarantee for Contractor’s
failure to perform its obligations under the Contract. However, Contractor shall be liable for its obligations under
this Contract notwithstanding the termination of the Financial Guarantee.
Section 6.5 Alternative Transportation and Disposal Facilities
(a) In the event the Services required under this Contract cannot for any reason be provided with the
primary Transportation and/or Disposal Facilities, or if the Contractor’s Transportation and/or
Disposal Facilities are inadequate or unavailable to provide service under this Contract, the
Contractor shall provide in accordance with the alternative operations plan required under Section
10.0 of the Specifications an alternative Transportation and/or Disposal Facility that operates in
compliance with the requirements of this Contract and meets or exceeds the requirements of all
Applicable Laws. The alternative Facilities required under this Section shall be available for use on
the day Services are commenced under this Contract. Except as otherwise expressly provided under
this Contract, the Contractor shall provide the alternative Facilities at no additional cost to the
County.
(b) The Contractor may, at its option, subject to written approval of the County, use facilities, sites or
processes different from the primary or alternative 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 alternate Facilities
are used under this paragraph, the County may adjust the Base Fee in accordance with Article 8 of
the Contract.
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Regarding Solid Waste Transport and Disposal
(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 alternative 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 alternate
Facilities are used under this paragraph, the County may adjust the Base Fee in accordance with
Article 8 of the Contract.
Section 6.6 Compliance with Law; Documentation; Confidential Business Records
(a) Contractor Compliance with Law; County Verification. The Contractor, its officers, employees,
agents and subcontractors shall comply with all Applicable Laws and the requirements of this
Contract in performing its obligations under this Contract. Except for documents and
correspondence covered by the attorney-client or other applicable privilege, the County shall have
the right and be given access to inspect copies of all correspondence or any other documents sent to
or received from the Contractor or its subcontractors related to the Contractor’s compliance with
any Applicable Law or the requirements of this Contract.
(b) Confidential Business Records.
(1) Upon request of the County, the Contractor shall provide all documents related to this
Contract for inspection by the County.
(2) The Contractor may designate documents related to this Contract as confidential business
records; documents reasonably designated as such shall remain the exclusive property of
the Contractor. For purposes of this Section, “confidential business records” means all
trade secrets, proprietary plans, financial data and the ideas and information contained
therein, that Contractor makes available to the County for purposes of this Contract.
(3) The County shall not disclose to others information designated by the Contractor as
confidential business records unless the County, on advice of legal counsel, reasonably
determines that the information concerned or any portion thereof is subject to disclosure
under Chapter 42.56 RCW or any other Applicable Law. The Contractor recognizes and
agrees that even if the County determines that the information is properly withheld from
public disclosure, the County may disclose that information absent a court may order
enjoining the disclosure of that information; in such an event of disclosure, the County
shall have no liability to the Contractor for any loss resulting therefrom. Notwithstanding
the foregoing, the County may disclose all information to employees, consultants,
attorneys or other agents of the County examining those documents for purposes of this
Contract. If required by law or a court order to disclose documents designated as
confidential business records, the County shall, to the extent possible, notify the Contractor
before that disclosure occurs.
(c) Applicability. All agreements between the Contractor and Persons employed for this Contract shall
contain this Section’s requirements. The requirements of this Section shall survive the termination
or expiration of the Contract.
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
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
(including without limitation all alternative Facilities required under Section 6.5), 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
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Regarding Solid Waste Transport and Disposal
obtaining or renewing all permits required during the Term of the Contract. As Facilities are
significantly changed, modified or replaced during the Term of this Contract, the Contractor shall
provide copies of new permits relevant to the acquisition, construction, installation and operation of
those facilities. To the extent permitted by Applicable Law, the County shall provide the
Contractor with any information or documents in its control that the Contractor reasonably requests
in order to obtain or maintain all required permits. For purposes of this Section, the term “permits”
means any temporary and/or permanent permits, approvals, licenses, certificates, inspection fees,
surcharges and other approvals required for the Project.
(b) The Contractor shall be liable for all fines or civil penalties that may be imposed by any regulatory
agency for Contractor-caused violations of permits, regulations or any other Applicable Laws; the
County shall not be liable for and shall not reimburse Contractor for payment of those fines or civil
penalties. The Contractor reserves the right to contest in good faith any fine in an administrative
proceeding or in court prior to its payment.
(c) The Contractor shall pay all royalties, fees and license payments.
Section 6.8 Taxes and Fees
Only as between the County and the Contractor, the Contractor shall be responsible and liable for payment of all
federal, state and local taxes and fees, and surcharges of every form, that apply to any and all Persons, property,
income, equipment, materials, supplies, structures or activities that are involved in the performance of the
Contract, including but not limited to, any income taxes, real property, excise, sales and use taxes and fees that
arise in connection with the Contract; however, the Contractor shall not be responsible or liable for payment of
any tax or fee for which the County is ordinarily responsible without regard to the services provided by the
Contractor under this Contract. The extent to which the Contractor is permitted to adjust the Base Fee(s) for cost
increases in the rates of taxes, fees or surcharges, if at all, is set forth in Article 8 and Article 9.
Section 6.9 Property Rights; Liens
The Contractor has or will acquire sufficient property rights in the Facilities to satisfy its obligations under the
Contract. The Contractor agrees to remove or have removed promptly any liens or encumbrances that, because of
any act or default of Contractor, its officers, employees or agents or of Contractor’s subcontractors or sub-
subcontractors, or material suppliers, or Facility owners, are filed against a Facility or any real or personal
property required to fully perform under this Contract. At all times during the Term of the Contract, the property
shall be free of all liens or encumbrances that would prevent or substantially impair the Contractor from using the
property to satisfy its obligations under this Contract.
Section 6.10 Closure and Post-Closure Fund
(a) The Contractor shall be responsible for all closure and post-closure costs relating to the Facilities.
The Contractor shall establish and maintain at its sole expense any closure and post-closure trust
fund now or hereafter required under any Applicable Law.
(b) The Contractor shall use the money in the closure and post-closure trust fund, including interest
earnings thereon, to guarantee proper closure of the Facilities used in connection with this Contract
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
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:
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Regarding Solid Waste Transport and Disposal
(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 rendered under this Contract
and the Contractor’s response, if any.
(d) Any extraordinary occurrences affecting the Contractor’s performance 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 alternative Facilities and emergency Facilities in accordance
with Section 10.0 of the Specifications.
(g) Documentation regarding Unacceptable Waste, if any, gathered, produced or retained as required in
Article 10.
(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 shall provide to the County within thirty
days of the end of any year of operations under the Contract an annual report summarizing and consolidating the
information contained in the monthly reports provided for the preceding year and summary of Contractor scale
certifications.
Section 6.12 Accidents; Complaints
(a) Accidents; Reporting. The Contractor shall report by telephone or messenger any accidents
resulting from the performance of this Contract to the County as soon as practicable. For purposes
of this Section, “accident” shall include the death of any person, any personal injury resulting in
inpatient hospitalization or outpatient treatment by a physician or damage to any real or personal
property exceeding $5,000. The Contractor shall report in writing to the County within seven days
of that accident complete details of the accident including witness statements.
(b) Response to Complaints; Report. The Contractor shall respond in a reasonable and courteous
manner to complaints, charges and allegations related to Contractor’s performance under the
Contract within thirty days of receipt of that complaint, charge or allegation, including but not
limited to those complaints made or actions brought by citizens, citizen groups and public agencies.
The Contractor shall deliver to the County as part of the monthly report required under
Section 6.11 a report of all significant complaints submitted that shall include but not be limited to
the name and address of the complainant, the substance of the complaint including the activity or
service at issue, the action, if any, the Contractor has taken to investigate or remedy the problem or
an explanation of why no action has been taken.
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,
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
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under this Section shall include, but not be limited to the following: employment, upgrading,
demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or
other forms of compensation and selection for training, including apprenticeship. The Contractor
agrees to post in conspicuous places, available to employees and other applicants for employment,
notices setting forth the provisions of this non-discrimination Section.
(b) Women and Minority Business Enterprises Opportunity. Contractor shall make every effort to
encourage and shall give equal opportunity to women and minority business enterprises to provide
service contracts relating to Contractor’s performance of the Contract.
Section 6.15 Scheduling; Management; Quality of Performance
The Contractor shall coordinate, schedule in an orderly manner and manage all work done by Contractor’s
officers, employees, subcontractors and agents under this Contract. The Contractor and subcontractors shall
perform every act or service under this Contract in a skillful and competent manner in accordance with the
standards of the solid waste transportation and disposal industries. The Contractor shall be financially 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 shall at all times enforce strict discipline and good
order among its employees and all subcontractors.
Section 6.16 Subsidiary Use of Facilities
The Contractor may use the Transportation Facilities for its own purposes 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 Transportation Facilities are so used, the Contractor shall be solely responsible for all
losses, damages, costs, charges, expenses, judgments or any liabilities whatsoever resulting from that use and
shall indemnify the County for any liability it incurs as a result of that use.
Section 6.17 Other Obligations
The Contractor shall carry out any and all of its other obligations under this Contract.
Section 6.18 Representations and Warranties of the Contractor
The Contractor hereby makes the following representations and warranties to and for the benefit of the County:
(a) The Contractor is duly organized and validly existing as a joint venture in good standing under the
laws of the 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 managing partner. This Contract has been duly executed and delivered by
the Contractor in accordance with the authorization of its managing partner 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
(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
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Regarding Solid Waste Transport and Disposal
is required for the valid execution and delivery of this Contract by the Contractor, except such as
has been duly obtained or made or such as the Contractor has given the County adequate assurance,
in the County’s sole discretion, that it will be obtained or made before the commencement of
services by the Contractor under this Contract.
(e) Unless otherwise approved by the County in writing, as of the Effective Date there shall not be any
action, suit, proceeding or, to the best of the Contractor’s knowledge, investigation, at law or in
equity, before or by any court or governmental authority, commission, board, agency or
instrumentality pending or, to the best of the Contractor’s knowledge, threatened, against the
Contractor, wherein an unfavorable decision, ruling or finding, in any single case or in the
aggregate, would materially adversely affect the performance by the Contractor of its obligations
hereunder or in connection with the transactions contemplated hereby, or which, in any way, would
adversely affect the validity or enforceability of this Contract or any other agreement or instrument
entered into by the Contractor in connection with the transactions contemplated hereby.
(f) The Contractor holds, or is expressly licensed to use, all patent rights, licenses and franchises
necessary or appropriate to construct, operate and maintain the Facilities pursuant to and in
accordance with the terms of the Contract.
(g) There has been no material adverse change in the Contractor’s financial condition since the date of
the financial statement submitted by the Contractor to the County in response to the RFP.
(h) Contractor has knowledge of the County’s current waste generation rates and tonnages of waste
received per day for the last two years.
ARTICLE 7 County Responsibilities, Representations and Warranties
Section 7.1 General
Without limitation, the County shall:
(a) Own, operate or contract for the operation of the Jacob Miller Transfer Station and, in the County’s
sole discretion, one or more additional Transfer Stations at locations to be determined by the
County.
(b) Deliver Loaded Waste to the Contractor.
(c) Prepare estimates in accordance with Section 7.3 for the range of Loaded Waste the County
expects 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 Transport or Disposal 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 County reserves
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.
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Regarding Solid Waste Transport and Disposal
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 the Base Fee in accordance with
Article 8.
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 Contractor during the next succeeding four
quarters. The estimates given are not binding on the County and may not be construed as waste flow guarantees.
Section 7.4 Cooperation with Contractor
The County shall use reasonable efforts to cooperate with the Contractor and to respond to the Contractor’s
reasonable requests for information and assistance, consistent with the provisions of this Contract. However, it is
not the County’s responsibility to notify the Contractor when to begin, cease or resume the Services, 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 materials or equipment, by the Contractor, its officers, employees,
subcontractors or agents. The County does not assume any liability as a result of inspections conducted of the
Project and instructions, directions or suggestions given by the inspector shall not relieve the Contractor of any
responsibility or liability associated with Contractor’s operations.
Section 7.5 Rejection of Facilities
The County may require the Contractor at its sole expense to replace or repair any Facility constituting personal
property, including, but not limited to, Containers or Trailers, that it reasonably believes is not roadworthy or
otherwise does not conform to the Specifications.
Section 7.6 Days and Hours of Operation
County facilities are closed on all Sundays and on the following public holidays:
New Years Day January 1
Martin Luther King, Jr. Day 3rd Monday in January
Presidents Day 3rd Monday in February
Memorial Day Last Monday in May
Independence Day July 4
Labor Day 1st Monday in September
Veterans Day November 11
Thanksgiving Day 4th Thursday in November
Christmas Day 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 9:00 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.
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.
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Regarding Solid Waste Transport and Disposal
(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, the County’s performance of its
obligations hereunder nor its fulfillment of the terms or conditions hereof: (i) conflicts with,
violates or results in a breach of any Applicable Law; (ii) conflicts with, violates or results in a
breach of any term or condition of any judgment, order or decree of any court, administrative
agency or other governmental authority, or to the best of the County’s knowledge, any agreement
or instrument to which the County is a party or by which the County or any of its properties or
assets are bound, or constitutes a default thereunder.
(d) No approval, authorization, license, permit, order or consent of, or declaration, registration or filing
with, any governmental or administrative authority, commission, board, agency or instrumentality
is required for the valid execution and delivery by the County of this Contract except those that
have been duly obtained or made.
(e) There is no action, suit, proceeding or, to the best of the County’s knowledge, investigation, at law
or in equity, before or by any court or governmental or administrative authority, commission,
board, agency or instrumentality pending or, to the best of the County’s knowledge, threatened,
against the County, wherein an unfavorable decision, ruling or finding, in any single case or in the
aggregate, would materially adversely affect the performance of the County’s obligations
hereunder or in connection with the other transactions contemplated hereby or which, in any way,
would adversely affect the validity or enforceability of this Contract or any agreement or
instrument entered into by the County in connection with the transactions contemplated herein.
ARTICLE 8 Base Fees and Contractor Compensation
Section 8.1 Calculation of Base Fee
(a) Base Fee. The Base Fee is limited to the Base Fee Components and constitutes the Contractor’s
sole compensation for all costs incurred under the Contract including, but not limited to: providing
the Project, performing the Services, and paying the costs of all applicable taxes, governmental
permits (as “permits” is defined in Section 6.7), labor expenses, equipment, materials, supplies,
utility expenses, environmental protection, landfill depletion and pre-funded closure and post-
closure expenses. Except as expressly allowed under this Contract, the Contractor is not entitled to
any other compensation under this Contract. The Base Fee Components are calculated as the sum
of the Transportation Fee and the Disposal Fee for Loaded Waste accepted by the Contractor at the
Jacob Miller Transfer Station, as follows:
Transportation Fee: $39.14 per ton
Disposal Fee: $29.07 per ton
(b) CPI Adjustment for Base Fee Components. The annual price escalation adjustment for the Base
Fee Components is as follows:
(1) CPI adjustments shall go into effect on January 1 in the second year of the contract and on
January l of each succeeding year using the following formula:
ABFx = 0.95(CPIx)(BFx-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
CPIx = Change in CPI for the given calendar year x under the following
formula: (CPIx-1 – CPIx-2)/CPIx-2
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Regarding Solid Waste Transport and Disposal
Provided, CPIx for any given calendar year that would be less than 2.25% shall be 2.25%
and that would be greater than 3.5% shall be 3.5%; provided further, that there shall be no
escalation adjustment for any calendar year in which a new Base Fee Component goes into
effect.
(2) 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.
(3) In the event of a correction to a CPI by the United States Department of Labor, Bureau of
Labor Statistics, the adjusted Base Fee Components shall be recalculated using the
corrected CPI. However, there will be no recalculation of adjusted Base Fee Components
for corrections to CPI that occur after the period during which the annual adjustment based
on CPI is in effect.
(4) In the event the standard reference base period of the CPI is changed, the annual
adjustment shall reflect the new base period in the first calendar year the new base period is
available.
Section 8.2 Base Fee Increases
(a) Acceptable Increases. The County shall after receiving a request from Contractor to do so (which
request shall be substantiated to the County’s reasonable satisfaction in accordance with this
Section) increase Base Fees by one hundred percent of the Contractor’s reasonable actual increased
costs of performing the Services due to the events described below:
(1) Uncontrollable Circumstance. Base Fee Components shall be increased to remedy
Uncontrollable Circumstances only to the extent permitted under Article 9.
(2) Change in Certain Laws. Base Fee Components shall be increased to reflect the reasonable
actual cost of Contractor’s compliance with a Change in Law.
(3) Additional Work. Base Fee Components may be increased for additional work performed
in accordance with Article 15.
(b) General Conditions and Limitations on Base Fee Increases. The County shall increase Base Fees
under Section 8.2(a)(1) and (a)(2) only for costs incurred that are the least costly means of
remedying the effects of an Uncontrollable Circumstance in accordance with Article 9 or for
ensuring full compliance with a relevant Change in Law including changes in fees or surcharges
and, in accordance with Article 15, for additional work. No Base Fee increases shall be allowed for
any cost increases that are in any way attributable to conditions, structures, operations or activities
at the Facilities caused by the Contractor or its subcontractors, employees, agents, or servants or
are otherwise within Contractor’s control. The Contractor must fully demonstrate, document and
substantiate the need for the requested 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) Cancellation of Base Fee Increases. On the County’s request, Contractor shall immediately provide
the County with all documents, information or other evidence in the Contractor’s possession or
control that the County requests to determine whether there is a continuing need for the 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
providing reasonably acceptable monthly report to the County as to whether any Base Fee increase
remains necessary.
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Regarding Solid Waste Transport and Disposal
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 County. 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. The Contractor shall fully document
and otherwise support its response to the County’s notice under this Section. In the event the
County and Contractor are unable to agree on whether a reduced Base Fee is appropriate, the
matter shall be resolved in accordance with Article 17. During 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 to or allocated to the parties.
Upon petition of the Contractor, the County may at any time cancel reductions made under this Section if the
County determines that the need for the reduction has expired or that a reduction was made in error. The
Contractor shall at all times keep the County informed as to when any reduction due to Change in Law is
appropriate and when any reduction is no longer appropriate.
Section 8.4 Other Base Fee Adjustments or Charges
(a) Alternative Facilities. The County shall adjust the applicable Base Fee Component to reflect the
cost of handling waste at alternative Facilities required under Section 6.5 in accordance with
Section 8.1, Section 8.2 or Section 8.3 or, at an alternate Disposal Site or 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 or Facility, the County shall adjust applicable
Base Fee Components to reflect reasonable adjustments in the Contractor’s costs of Transportation
to and Disposal at the alternate Disposal Site or Facility. In no event shall the Disposal Fee exceed
the fees charged other customers of the Contractor delivering waste of a substantially similar
character and in substantially similar volumes to the alternate Disposal Site or Facility; however,
this sentence shall not apply to fees paid by customers handling waste originating in the county in
which the alternate Disposal Site or Facility is located.
(b) Liens. The County may deduct from the Base Fee due the Contractor under Article 8 of this
Contract the amount necessary to pay any lien filed against any one or more of the Facilities
(including any real or personal property) required to fully perform the Contract including without
limitation any federal or state tax lien, creditor’s lien, mechanics or materials lien, and the County
may pay any such lien.
(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) Mutually Agreed Adjustments. Nothing in this Section prohibits nor shall it be construed to
prohibit the 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.
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Regarding Solid Waste Transport and Disposal
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, it has examined carefully and acquainted
itself with the Contract, the Project, the Facilities, the difficulties that may be encountered in performing the
Services, all Applicable Laws and any and all other matters necessary to the performance of this Contract.
Section 9.2 County Disclaimer
The County does not warrant or admit the correctness of any investigation, interpretation, deduction or
conclusion by the Contractor relative to the RFP in connection with this Contract or to the condition or conditions
of any Transfer Station or other facilities. The Contractor has made and shall make its own deductions and
conclusions as to any and all problems that may arise from facility site conditions and shall accept full legal
responsibility and liability for those conditions.
Section 9.3 Uncontrollable Circumstances.
(a) Uncontrollable Circumstances Limited. The Contractor’s obligations to provide Transportation and
Disposal are subject to Uncontrollable Circumstances that may necessarily and unavoidably
prevent or substantially increase the cost of the Services. No other events shall excuse
nonperformance of the obligations of the parties, including but not limited to, delays in or
discontinuation of rail service.
(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
knowledgeable party shall notify the other of the event. If the occurrence of the Uncontrollable
Circumstance damages, destroys or otherwise incapacitates the Facilities, the Contractor shall, at
the earliest practicable time, activate the plan prepared in accordance with the Specifications for
correcting, repairing or reconstructing the affected Facilities. If the Uncontrollable Circumstance or
the damage to the Facilities is not provided for in that plan, the Contractor shall submit to the
County as soon as practicable a plan for correcting, repairing 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 reasonable actual increased costs of correcting, repairing or reconstructing the affected
Facilities net of insurance proceeds or any other recoveries obtained by the Contractor, which costs
must be documented and substantiated to the reasonable satisfaction of the County.
(c) Obligation to Provide Alternate Facilities. If the Contractor on the occurrence of an Uncontrollable
Circumstance, cannot or fails to provide any Services under this Contract with the primary or
alternative Facilities, the Contractor shall make available to the County alternate 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
23 Jefferson County CONTRACT
Regarding Solid Waste Transport and Disposal
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 the Base Fee as increased by a
result of that event to the Base Fee which would have been in effect if that event had not occurred.
The comparison shall be computed on a per month basis after adjustment for other increases
provided for in Article 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 after the Effective Date.
The County may, at its option, terminate this Agreement effective thirty days after the County
gives the Contractor written notice of termination upon the occurrence of any Uncontrollable
Circumstance which:
(1) prevents the Contractor from Transporting and Disposing of Acceptable Waste for a period
of thirty consecutive days or thirty days (whether or not consecutive) out of any one
hundred eighty day period; or
(2) if the cumulative increase in the Base Fee as a result of any and all Uncontrollable
Circumstances is greater than twenty five percent, excluding all adjustments to the Base
Fee otherwise authorized by this Contract (including without limitation CPI adjustments);
or
(3) if the Uncontrollable Circumstance and its expected effect on any one or more of the
Facilities would prevent operation of the Facilities at least at seventy five percent of the
normal operational standard for eighteen months or more.
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 t he
Contractor is obligated to carry insurance, the Contractor shall act diligently to promptly collect and apply
insurance proceeds to the correction or reconstruction of those Facilities.
ARTICLE 10 Ownership; Inspection of Waste; Unacceptable Waste
Section 10.1 Ownership
Subject to the limitations and conditions of this Article, title to Acceptable Waste that is Loaded and Sealed into a
Container, shall pass to the Contractor when the Contractor verifies the Security Seal and signs the County
transaction ticket but in no event later than the moment the Loaded Container is removed from the boundaries of
the Transfer Station. The Contractor shall have the right to recycle or reuse any Waste to which it receives title
under this Contract and to retain any payments it receives for the sale of recycled or reused materials. Upon final
deposit by Contractor at the Disposal Site, all Waste shall be deemed Acceptable Waste and title to that Waste
shall pass to the Contractor.
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.
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Regarding Solid Waste Transport and Disposal
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 deli vered 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 notification shall be given by 9 a.m. of the
next day the County Solid Waste Department is open for business;
(b) gather, preserve, maintain and make available to the County all evidence demonstrating that the
Unacceptable Waste was delivered to the Contractor pursuant to this Contract including without
limitation the time the Loaded Container was Sealed at the Transfer Station, the transportation
route and schedule of the transportation of the Loaded Container to the Disposal Site, the time the
Loaded Container was delivered to the Disposal Site, the Security Seal number (if any) on that
Loaded Container, any photographs of the Unacceptable Waste or Sealed Container or otherwise
that might establish that the Waste is Unacceptable Waste and/or was delivered pursuant to this
Contract, samples of Acceptable Waste from the Loaded Container that may demonstrate that the
Loaded Container was delivered to the Disposal Site under this Contract and/or may demonstrate
the origin of the Unacceptable Waste, laboratory results (if any), any statements or documentation
provided by federal, state or local authorities regarding the character of the Waste and any other
relevant material or documentation the Contractor has in its possession.
(c) test or arrange to have tested the Unacceptable Waste to ascertain whether that Waste is
Unacceptable Waste;
(d) permit the County to inspect that Unacceptable Waste within seventy two hours of notice by the
Contractor to the County of the existence of that Unacceptable Waste, test the Unacceptable Waste
within a reasonable period of time and examine all other evidence gathered by the Contractor under
Section 10.3(b), above, at any time after the discovery of that Unacceptable Waste. For purposes of
any inspection conducted pursuant to this Section, the County shall have unrestricted access to the
Disposal Site and/or any other site or facility at which the Unacceptable Waste is located.
Notwithstanding the foregoing, however, no notice shall be required by the Contractor to the
County and no waiting period for inspection shall be required for the Contractor to dispose of
Unacceptable Waste in emergency situations where in the Contractor’s reasonable judgment a
delay in such disposal could constitute a hazard to the Disposal Site or any Person on, about or near
the premises; and
(e) dispose of the Unacceptable Waste and seek reimbursement from the County for the actual
reasonable cost of that disposal in accordance with Section 10.4.
Section 10.4 Liability for Testing, Inspecting, Handling and/or Disposing of Unacceptable Waste
(a) Absence of Unacceptable Waste. If, after inspecting and/or testing the Waste the Contractor
discovers no Unacceptable Waste, or discovers that the Unacceptable Waste was not delivered to
the Disposal Site under this Contract, the Contractor shall dispose of that Waste at no additional
cost to the County and shall reimburse the County for the County’s costs, if any, of inspecting
and/or testing that Waste including but not limited to laboratory fees, transportation and handling
costs and the inspector’s food, transportation, lodging and labor costs.
(b) Procedures After Unacceptable Waste Discovered. 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,
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handling and disposal of that Unacceptable Waste, subject to the limitations and conditions of this
Article. Payment or reimbursement by the County will only be made if the Contractor:
(1) complies with the requirements of this Article;
(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 or the lump sum payment shall be
paid on the fifteenth day of January, April, July or October, whichever date first occurs thirty days
after the Unacceptable Waste was discovered at the Disposal Site pursuant to this Article. The
County shall also pay to the Contractor interest accruing on any payment due under this Article
from the date the costs are incurred to handle and Dispose of the Unacceptable Waste to the date
payment for that handling and Disposal is made. Interest from the date the costs are incurred shall
be determined by the average rate of return for that period on funds invested by the County in the
State Local Government Investment Pool (LGIP) established and maintained pursuant to Chapter
43.250 RCW.
ARTICLE 11 Indemnification
Section 11.1 Contractor’s Indemnification of County
(a) Subject only to the limitations hereinafter set forth in Section 11.2, the Contractor covenants and
agrees that, to the maximum extent permitted by Applicable Law, it will indemnify and hold
harmless the County and its elected officials, officers, directors, employees, agents and successors
and assigns harmless from any and all liabilities, actions, damages, claims, demands, judgments,
losses, costs, expenses, suits and actions, including but not limited to attorneys’ fees and expenses
at trial and on appeal, relating to or resulting from:
(1) any injury to or death of any person or persons, or loss of or damage to property caused or
alleged to be caused by the Contractor or any of its officers, agents, employees,
subcontractors (or any officer, agent or employee of any subcontractor), or any person
under the control of or alleged to be under the control of or acting at the direction of the
Contractor or any subcontractor, to the extent arising in connection with or as a result of:
(i) the negligent performance by the Contractor of its obligations hereunder;
(ii) the negligent use or operation of the Facilities by the Contractor; or
(iii) the condition of the Facilities, including without limitation those relating to
hazardous or toxic substances; or
(2) an actual or allegation of infringement, violation or conversion of any patent, license,
proprietary right, trade secret or other similar interest, in connection with the operation of
the facilities by the Contractor or the design, technology, processes, machinery or
equipment used at the Facilities by the Contractor.
(b) Notwithstanding anything express or implied herein to the contrary and in addition to the
indemnity and hold harmless agreements of the Contractor set forth above but without regard to
any express or implied limits on the Contractor’s indemnity and hold harmless agreement as set
forth above, the Contractor shall indemnify the County against and hold the County harmless from
any and all penalties, fines and charges of any federal, state or local government having jurisdiction
over the Facilities, or operations at the Facilities, and any and all liabilities, actions, damages,
claims, demands, judgments, losses, costs, expense, suits and actions, including but not limited to
attorneys’ fees and expenses at trial and on appeal arising from any violation or alleged violation of
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Regarding Solid Waste Transport and Disposal
any Applicable Law by the Contractor in connection with or as a result of the operations at the
Facilities or otherwise relating to this Contract or Contractor’s performance of its obligations
hereunder.
Section 11.2 Applicability of RCW 4.24.115
If a court of competent jurisdiction determines that this Contract is subject to RCW 4.24.115, then the
Contractor’s liability to indemnify the County for liability for damages arising out of bodily injury to persons or
damage to property caused by or resulting from concurrent negligence of the Contractor and the County shall be
limited to the Contractor’s negligence.
Section 11.3 Waiver of Industrial Insurance Immunity
It is further specifically and expressly understood that the indemnification provided in this Article constitutes the
Contractor’s waiver of immunity under industrial insurance and Title 51 RCW solely for the purposes of this
indemnification.
Section 11.4 Patents; Permits; Royalties; License Fees; Fines
The Contractor shall defend all suits or claims related to or in the performance of this Contract for patent
infringements, permits and payment of all royalties, fees, licenses, fines and penalties and shall hold the County
harmless from any loss on account thereof.
Section 11.5 No Waiver
Except as otherwise expressly stated herein, the parties do not under this Article waive or surrender indemnity
available under any federal, state, regional or local law. This Article shall survive termination or expiration of the
Contract.
ARTICLE 12 Liability Insurance
Section 12.1 General
(a) The Contractor shall obtain, maintain and pay for the insurance coverage designated in this Article
from generally recognized and financially responsible insurers that are licensed or approved in the
State of Washington and whose claims paying ability is rated not less than “A” by A.M. Best
Company, Inc. at all times during the Term of the Contract; provided, however, that the Contractor
shall provide workers compensation under Section 12.4. Each policy must provide for thirty
calendar days prior written notice of any cancellation in coverage to be given by the insurer to the
County.
(b) The Contractor 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
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.
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Regarding Solid Waste Transport and Disposal
The insurance policies must provide the following:
(a) Coverages:
(1) Extended Bodily Injury
(2) Employees as Additional Insured;
(3) Premises/Operations Liability (M&C);
(4) Products and Completed Operations Liability through guarantee period;
(5) Blanket Contractual Liability;
(6) Broad Form Property Damage Liability (including completed operations)
(7) Personal Injury, including A, B, C, with no employee exclusion;
(8) Stop Gap or Employers Contingent Liability (including completed operations);
(9) Automobile Liability, including coverage for owned, non owned, leased or hired vehicles;
(10) Explosion, Collapse, Underground damage (referred to as “X.C.U.”);
(11) Pollution Liability (same as Marine Operations, see Section 12.4).
(b) Minimum Limits for all Coverages:
(1) $5,000,000 per occurrence;
(2) $10,000,000 annual aggregate.
Providing insurance coverage under this Article shall not be construed to relieve the Contractor from
liability in excess of these limits.
(c) Additional Insured. All insurance policies provided under this Contract as applicable shall name
the County as an additional insured.
(d) Separation of Insureds. The insurance shall be endorsed to include a “cross liability,” “severability
of interests,” or “separation of insureds” indicating essentially that:
“except with respect 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 five days of request, 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 current and former copies of all insurance policies required under this
Article.
(f) Cancellation of Coverage. Workers compensation provided under this Contract must provide for
thirty calendar days prior written notice of any cancellation in coverage to be given to the County
by the provider selected by the Contractor under Section 12.4. All policies of insurance provided
under this Contract shall state:
“The coverages provided by this policy to the County shall not be cancelled without providing at
least thirty 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.
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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 of this Article shall be considered a Class C Default
under this Contract. In addition to the other remedies in this Section 12, the County may declare failure to
comply with Section 12 to be a Class A default under Article 16.
Section 12.7 Unavailability
In the event that any of the insurance required by this Article become unavailable, or is available only on a
“claims made” rather than on an “occurrence” basis, Contractor shall secure insurance with substitute provisions
providing as much protection to the County as is reasonably available in the insurance marketplace and approved
in writing by the County.
Section 12.8 Delivery of Certificates of Insurance
The Contractor shall within thirty days of the date the Contractor receives the County’s notice to proceed with
services under the Contract at the time 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, the Contractor shall act diligently to promptly collect and apply insurance proceeds to the repair or
reconstruction of those Facilities.
ARTICLE 13 Contractor Disposal Sites and Other Alternate Facilities
Section 13.1 Alternate Disposal Site; Base Fee Adjustments
If the Contractor develops, owns, operates or otherwise has available a Waste disposal site that is capable of
accepting annual Waste tonnages substantially equal to the average annual tonnage of County Waste, the County
may in its sole discretion require that some or all of the Waste originating in the County be Transported to and
Disposed at the Contractor’s 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.
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.
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Regarding Solid Waste Transport and Disposal
ARTICLE 14 Coordination Meetings
Section 14.1 Initial Coordination Meeting
Prior to the commencement of the Term, the Contractor, County, principal subcontractors and others requested by
either party shall meet in Port Townsend, Washington to discuss scheduling, processes, 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 meetings each year in Port Townsend,
Washington to review the progress of the Project and to discuss operations, problems and/or complaints made by
third parties. Any cost incurred by any Person to attend a coordination meeting shall be borne by that Person.
Either the County or the Contractor may organize, call and notify the other party of that meeting. If requested by
the County, the Contractor shall submit a report to the County no later than three days before that meeting
regarding operations, problems, complaints or any other matter relating to or arising under the Contract.
ARTICLE 15 Additional or Deleted Work
Section 15.1 Payment or Credit for Additional Services
All requests for payment for services or work under this Contract in addition to 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 Services and other work required to be performed under the Contract or any
amendments thereof, but does not include any work required to comply with any Change in Law. Nothing in this
Article is intended to negate or lessen any other precondition or procedure for payment or reimbursement
provided in this Contract.
Section 15.2 Additional Work.
(a) The County shall submit to the Contractor a written request to perform any work or services
additional to the Services. Within twenty one days of that request, the Contractor shall submit to
the County an itemized proposal stating the Contractor’s actual costs for performing the additional
work or services, a schedule and the impact the performance of that additional work or services
will have on the Contractor’s performance under this Contract. The Contractor’s proposal shall be
based on the least costly method for performing the additional work or services to the County’s
satisfaction.
(b) Upon receipt of the Contractor’s proposal, the County shall have authority to order Contractor to
perform the relevant additional work or services if the County accepts the Contractor’s proposal,
for an increase in Base Fees equal to the Contractor’s actual reasonable costs of performing that
work or services plus ten percent of those costs; the Contractor shall comply with that order. If the
County approves the Contractor’s written request for additional work or services and proposal, the
County shall notify the Contractor in writing and order the Contractor to proceed. Unless the
Contractor performed to remedy what a reasonable person would recognize as an emergency, the
Contractor shall not be entitled to 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
Waste from additional Transfer Stations in the County shall be the same as the Disposal Fee, as
adjusted in accordance with the Contract.
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Regarding Solid Waste Transport and Disposal
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 material compliance with the
Specifications, by commencement of the Term.
(b) Class B Default. Includes on and after commencement of the Term, the Contractor’s:
(1) failure to perform Transport and/or Disposal required under this Contract and, as
reasonably determined by the County’s Representative, abandonment of the Project; or
(2) failure substantially to perform Transport and/or Disposal under this Contract on three or
more occasions of three days duration in any given year; or
(3) sale or transfer of controlling interest in the beneficial ownership of the Contractor other
than as expressly permitted under Section 18.3.
(c) Class C Default. Includes the Contractor’s:
(1) failure to procure and/or maintain the Financial Guarantee required under Section 6.4; or
(2) failure to procure and maintain insurance under Article 12; or
(3) Delay of County Operations or any other failure by the Contractor to perform its
obligations under this Contract.
Notwithstanding anything in this Section to the contrary, a delay or interruption in the performance of all or any
part of the Contract resulting from Uncontrollable Circumstances shall not be deemed a default under thi s
Section.
Section 16.2 Consequences of Contractor Defaults.
(a) Class A Default. In the event of a Class A default, the Contractor shall be permitted to remedy the
default within forty-eight (48) hours from notice by the County and shall pay to the County from
the date of that notice to the date the default is remedied, liquidated damages in the amount of
$50,000 per day. If the Class A default is not remedied within forty-eight (48) days of that notice,
the County may, at its sole option:
(1) be released from its obligations under this Contract and use any other method or Person to
transport and/or dispose of Waste and may sue for actual damages;
(2) seek judicial remedy of specific performance; or
(3) pursue any combination of the foregoing or any other remedy provided under this Contract
or at law or in equity.
(b) Class B Default. 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;
(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
31 Jefferson County CONTRACT
Regarding Solid Waste Transport and Disposal
(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 obtaining that insurance on the
day of the default divided by 365 (i.e., twice the daily cost of the insurance); and
(2) Failure to procure and/or maintain the Financial Guarantee required in Section 6.4: $5,000
per day.
If a Class C default is not remedied within the fifteen days’ notice, the County may at its sole
option immediately exercise any of the remedies set forth for remedy of a Class B default under
Section 16.2(b) as if the ten (10) days’ notice therein has expired.
(d) Termination. In addition to liquidated damages, specific performance and any other remedies
provided above, the County shall have the right to terminate this Contract immediately on the
occurrence of an event of default described in Section 16.1, 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 unresolved dispute concerning
whether an event of default is material for purposes of terminating the Contract shall be resolved in
accordance with Article 17. In the event the County terminates the Contract, the Contractor shall be
entitled to payment of any Base Fee due prior to the effective date of the County’s notice of
termination of this Contract, but only to the extent the amount of such Base Fee exceeds amounts
owed to the County. The County shall retain the right to pursue any cause of action or assert any
claim or remedy it may have against Contractor despite its termination of the Contract.
Section 16.3 Default Procedure
(a) Notice. To initiate default proceedings under this Article, the County’s Representative shall give
the Contractor written notice of the default specifying with particularity the event of default that
has occurred and specifying the County’s intention to declare the Contractor in default. Unless the
Contractor within forty-eight (48) hours shows cause why it should not be declared in default under
the Contract, the County shall declare the Contractor in default and shall be entitled to the remedies
set forth in Section 16.2 above.
(b) No Adjustment for County Savings. If the County secures performance of the services described in
this Contract at a cost less than the 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.
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
32 Jefferson County CONTRACT
Regarding Solid Waste Transport and Disposal
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.
(b) Termination or Suspension of Contractor’s Performance of the Contract. For any County default
that within one hundred twenty (120) days of the County’s receipt of the notice required under this
Section is not remedied and for which the County does not give the Contractor reasonable
assurance that it will be remedied and which occurs on a chronic basis and is material to the
County’s operations under the Contract, Contractor shall be entitled to terminate the Contract.
(c) Limitation of Liability of the County. The obligations of the County under this Contract are limited
obligations payable solely from such amounts as may lawfully be paid by the County for services
of the type required to be rendered by the Contractor under this Contract. The obligations of the
County hereunder shall not be payable from the general funds of the County and the incurrence or
nonperformance of such obligations shall not constitute or create a legal or equitable pledge of, or
lien or encumbrance upon, or claim against, any of the assets or property of the County or upon any
of its income, receipts or revenues other than upon its income receipts and revenues derived from
its regulation and operation of a system for the handling of solid waste within its boundaries. The
execution and delivery of this Contract by the County shall not impose any personal liability on the
elected officials, officers, directors, employees or agents of the County. No recourse shall be had
by the Contractor for any claims based on this Contract against any member, officer, employee or
other agent of the County in his or her individual capacity, all such liability, if any, being expressly
waived by the Contractor by the execution of this Contract.
Section 16.5 Contractor’s Bankruptcy/Receivership
If during the Term of this Contract the Contractor becomes insolvent, is dissolved, files a petition under any
bankruptcy statute, is the debtor in any involuntary bankruptcy case that is not dismissed within sixty days after
the petition commencing that case is filed, makes a general assignment for the benefit of creditors, or if a receiver
is appointed for the benefit of its creditors or on account of its insolvency, that event could impair or frustrate the
Contractor’s performance of this Contract. Therefore, it is agreed that on the occurrence of any one or more of
those events, the County shall be entitled to obtain from Contractor or its successor-in-interest, adequate
assurance of future performance in accordance with the terms and conditions of this Contract. Fai lure of
Contractor to comply with that request within ten calendar days of service on Contractor of a written request from
the County for that assurance shall entitle the County to terminate or suspend Contractor’s performance of the
Contract. The County shall not be bound to the Contract by any trustee or receiver appointed to take possession
of any of the Facilities or the Contractor’s business.
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.
ARTICLE 17 Dispute Resolution
Section 17.1 Good Faith Negotiation; Mediation
(a) This Article governs all disputes between the parties related to this Contract.
33 Jefferson County CONTRACT
Regarding Solid Waste Transport and Disposal
(b) Whenever a party desires to initiate the dispute resolution process set forth in this Article, it shall
do so by giving a dispute notice to the other party. Upon delivery of any dispute notice, the
Representative of the recipient thereof shall deliver to the party giving that dispute notice a signed
and dated receipt therefor, which receipt shall serve as conclusive evidence of the date upon which
such dispute notice was delivered, notwithstanding the provisions of Section 2.12.
(c) Within five days after the delivery of a dispute notice, the parties shall meet at a location
designated by the County for the purpose of negotiating a resolution 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 of the parties within twenty days
after the date either party delivers to the other a dispute notice, either party may demand mediation
through a process (including without limitation the method of selecting a mediator 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 of the courts of the State of Washington for the purposes of
commencing, conducting and enforcing this Contract, any subcontract made under this Contract and any
mediation proceedings under this Article. The parties agree that proper venue for any judicial proceeding to
enforce this Contract, any subcontract made under this Contract and any mediation 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 or become a party to mediate disputes or bring legal
actions under this Contract.
ARTICLE 18 Successors; Assignment
Section 18.1 Contractor Delegation
The County executes this Contract with the Contractor as a qualified party to accomplish the Project. The
Contractor’s delegation of any Contract duties shall require the prior written consent of the County. Any
delegation of duties shall not relieve the Contractor of any liability and/or obligation to perform.
Section 18.2 Assignment
The Contractor shall not assign any rights or obligations under or arising from this Contract without the prior
written consent of the County unless otherwise permitted under Section 18.3.
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.
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
34 Jefferson County CONTRACT
Regarding Solid Waste Transport and Disposal
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 of Contract
Section 20.1 Term
The Term of this Contract is April 1, 2019, through December 31, 2023.
Section 20.2 Option to Extend; Automatic Extensions
The County unilaterally may extend the Term for up to two additional three-year periods under the same
provisions and for the same Base Fees provided in this Contract. Thereafter (i.e., beginning January 1, 2030), or
upon earlier expiration if the County does not give notice to extend the Term for either of the three-year option
periods, the Term shall be automatically extended for additional successive one-year periods under the same
provisions and for the same Base Fees provided in this Contract unless the County or the Contractor notifies the
other party on or before July 1 of the calendar year prior to the calendar year in which the Contract will expire,
that the Contract shall not be extended.
Section 20.3 Notice to Extend; Meet and Confer
The County must notify the Contractor in writing on or before July 1, 2022, to exercise its first option to extend
the Contract for an additional period of three years and on or before July 1, 2025, to exercise its second option to
extend the Contract for an additional period of three years. The Contractor shall arrange for and meet with the
County no later than May 15, 2022 and May 15, 2025 to discuss extension of the Contract Term.
35 Jefferson County CONTRACT
Regarding Solid Waste Transport and Disposal
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 __________________, 2019
REGIONAL DISPOSAL COMPANY,
a Washington joint venture
By: Rabanco, Ltd., its managing partner
Gregg Brummer, Vice President
State of Washington, Contractor Registration Number
COUNTY OF JEFFERSON
BOARD OF COMMISSIONERS
______________________________
Kate Dean, District 1
______________________________
David Sullivan, District 2
______________________________
Greg Brotherton, District 3
Approved as to form only this
____ day of _____________, 2019.
______________________________
Philip C. Hunsucker
Chief Civil Deputy Prosecuting Attorney
______________________________
Monte Reinders, P.E.
Public Works Director/County Engineer
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EXHIBIT A
(Contractor’s Certificate)
[See Certificate on the following page.]
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36 Jefferson County CONTRACT
Regarding Solid Waste Transport and Disposal
Exhibit A-1
CONTRACTOR’S CERTIFICATE
I, Eileen B. Schuler, CERTIFY as follows:
1. I am the duly elected, qualified and acting Secretary of Rabanco, Ltd., a Washington corporation
(the “Corporation”) and authorized to cause the Corporation to make the certifications contained herein by
execution of this certificate on behalf of the Corporation.
2. The Corporation and WJR Environemntal, Inc. are the exclusive partners of Regional Disposal
Company, a Washington joint venture (the “Contractor”), and the Corporation is the sole managing partner of the
Contractor.
3. Gregg Brummer is a duly elected Vice President of the Corporation and in such capacity he, the
President or any Vice President of the Corporation can exercise such powers and perform such duties as usually
accompanies such offices, including without limitation the authority to:
a. Execute and deliver the Contract Regarding Solid Waste Transport and Disposal for
Jefferson County, Washington (the “Contract”) between the Contractor 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 without limitation design, construct, own, provide performance test,
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 such changes as may be
approved by the officers or such other persons authorized to execute same.
b. Execute and deliver such other applications, exhibits, agreements or attachments necessary
in connection with the Contract and in connection with the performance of the Contractor’s obligations and
agreements as set forth therein.
c. Execute and deliver to the County all other documents on behalf of the Corporation or the
Contractor required by the County in connection with the Contract and in connection with the performance
of the Contractor’s obligations and agreements set forth therein.
DATED: _______________, 2019
RABANCO, LTD., a Washington corporation
Eileen B. Schuler, Secretary
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EXHIBIT B
(County Resolution Authorizing Execution of Contract)
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38 Jefferson County CONTRACT
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EXHIBIT C
TECHNICAL SPECIFICATIONS
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39 Jefferson County CONTRACT
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EXHIBIT D
(Form of Financial Guarantee)
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TECHNICAL SPECIFICATIONS
CONTRACT FOR SOLID WASTE
TRANSPORT AND DISPOSAL
FOR
JEFFERSON COUNTY, WASHINGTON
i
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 Alternative Contractor Operations Plan .............................................................................................. 6
10.2 Contractor Emergency Operations Plan ............................................................................................. 7
11.0 DISPOSAL SITE ............................................................................................................................................. 7
12.0 SPECIAL WASTE .......................................................................................................................................... 7
1
Jefferson County CONTRACT TECHNICAL SPECIFICATION
Solid Waste Transport and Disposal Services
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 i nto
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 the Security Seal and 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*
EQUIPMENT PROVIDE
County Transfer Station County
County Weigh Scales (for transfer tare records) County
County Compaction Equipment County
County Yard Tractors County
County Tarping Trailer County
Containers Contractor1 / County2
Tarping System Contractor3
Trailers Contractor
Waste Transport Contractor
Waste Disposal Contractor
* Table Notes.
1 Contractor to own (or lease) and maintain Containers.
2 County to Load and operate Containers at Transfer Station.
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
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Jefferson County CONTRACT TECHNICAL SPECIFICATION
Solid Waste Transport and Disposal Services
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 Transport. Containers and
other Facilities of the Contractor must conform to the following requirements:
(a) After being mounted on Contractor Trailers, 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) Containers must be in compliance with at least the minimum functional standards for solid waste
handling specified by Chapter 173-304 WAC, as may be amended.
(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) Container Seal latches must be fully operational and function smoothly.
(g) Containers must be of such design to hold up to 30 tons of Waste. It is expected that the County
will maintain a target mean of 26 tons net waste per Container with a goal of 28 tons net waste per
Container.
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.
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Jefferson County CONTRACT TECHNICAL SPECIFICATION
Solid Waste Transport and Disposal Services
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.
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 shall 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 reimburse the Contractor for all reasonable costs of repair
or replacement in accordance with the Contract.
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
Trailers must be in good operating condition and Contractor will maintain chassis to Washington State Department
of Transportation standards. Landing gear must be fully operational and function smoothly. Contractor shall
provide Trailers that meet or exceed the following requirements:
(a) 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.
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Jefferson County CONTRACT TECHNICAL SPECIFICATION
Solid Waste Transport and Disposal Services
(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.
(f) All trailers must be four axial and all tractors must have tandem drive axials.
5.2 Maintenance and Repairs
Contractor shall maintain Trailers in accordance with the manufacturer recommended maintenance schedule in
accordance with this Contract and will maintain them to Washington State Department of Transportation standards.
The Contractor shall provide units sufficient to allow County operations to continue without delay in the event of
scheduled or unscheduled maintenance.
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 or fix the
chassis within twenty-four (24) 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 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.
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Jefferson County CONTRACT TECHNICAL SPECIFICATION
Solid Waste Transport and Disposal Services
7.0 WASTE ACCEPTANCE
After each Container is Loaded and before the Container leaves the Transfer Station, the County will install a
Security Seal on the Container to prevent the Container door from opening, such as with a zip tie (unless Contractor
provides an alternative Security Seal to the County). The Contractor will ensure that the Container and its doors are
secured before leaving the Transfer Station.
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.
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 County will communicate through the normal course of County operations to the Contractor the status of any
Container or chassis damages or defects that impact County operations regardless of cause. The parties will each
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Jefferson County CONTRACT TECHNICAL SPECIFICATION
Solid Waste Transport and Disposal Services
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.
9.0 STORAGE OF CONTAINERS
9.1 Jacob Miller Transfer Station
Unless otherwise agreed to by the County, the Contractor may temporarily store a maximum of 30 total empty,
partially Loaded or fully Loaded Containers in the staging area for performance of the Services under the Contract.
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 PLANS
10.1 Alternative 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 provi ding 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:
(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 alternative 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.
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Jefferson County CONTRACT TECHNICAL SPECIFICATION
Solid Waste Transport and Disposal Services
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) Procedures and a schedule for notifying the County and the appropriate federal, state, or local
authorities of emergency conditions.
(b) A description of actions that the Contractor’s and the County’s operating personnel will take in
response to the emergency conditions.
(c) Evidence acceptable to the County that arrangements have been made with local emergency
response agencies setting forth the services that will be rendered by each agency in the event of an
emergency.
The emergency operations plan shall be updated and submitted 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
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.
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Jefferson County CONTRACT TECHNICAL SPECIFICATION
Solid Waste Transport and Disposal Services
(b) Contractor’s generator submittal requirements and County submittal requirements for those profiles
including all formwork.
(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.