city of othello, washington contract for solid waste ... · pdf filesolid waste collection...

City of Othello, Washington

Contract for

Solid Waste Collection

With

Consolidated Disposal Services, Inc.

For the period

July 16th 2014 - July 15th 2017

TABLE OF CONTENTS

Parties...................................................................................... 1

Authority.......................................................................................... 1

Covenants......................................................................................... 1 3.1 Contract Term.......................................................................... 1 3.2 Contract Renewal...................................................................... 1 3.3 Provision of Equipment............................................................... 1 3.4 Default.................................................................................... 1 3.5 Payment.................................................................................. 2 3.6 Community Clean Up Programs..................................................... 2 3.7 Recycling................................................................................. 2 3.8 Biological, Medical, Infectious and Hazardous Waste.......................... 2 3.9 Automated Collection.................................................................. 2 3.10 Successor's Obligation................................................................ 2 3.11 Assignment of Contract............................................................... 2 3.12 Attorney Fees............................................................................ 2 3.13 Subcontractor........................................................................... 3 3.14 Contractor's Employees and Subcontracts....................................... 3 3.15 Deviation from Contract.............................................................. 3 3.16 Waiver of Rights by the City......................................................... 3 3.17 Dissatisfaction with Service Performed............................................ 3

Definitions and Terms.......................................................................... 4 4.1 Contract (Contract Documents)..................................................... 4 4.2 Contract Bond (Payment/Performance Bond).................................... 4 4.3 Contractor................................................................................ 4 4.4 Days........................................................................................ 4 4.5 Garbage, Rubbish, Refuse, Solid Waste and Other Waste Collection........ 4 4.6 Regulated and Nonregulated Waste................................................. 4 4.7 Owner...................................................................................... 4 4.8 Subcontractor............................................................................. 5 4.9 Surety....................................................................................... 5 4.10 Work........................................................................................ 5

Conditions..........................................................................................5 5.1 Quantities..................................................................................5 5.2 Verbal Agreements or Conversation Contrary to Contract.....................5 5.3 Contract Bond (Performance/Payment Bond).....................................5

Scope of Work, Payment and Specifications................................................5 6.1 Scope of Work............................................................................5 6.2 Exclusive Right to Collection..........................................................6

6.3 Monthly Payment Schedules . 6 6.3.1 General............................................................................ 6 6.3.2 Payment Date..................................................................... 6 6.3.3 Charges and Liquidated Damages........................................... 7

6.4 Biannual Adjustment of Rates......................................................... 7 6.5 Disposal Facilities......................................................................... 7 6.6 Collection Schedule....................................................................... 8

6.6.1 General............................................................................. 8 6.6.2 Residential Collections.......................................................... 8 6.6.3 Other Collections................................................................. 8 6.6.4 Days Exempt from Collection................................................... 8 6.6.5 Maps and Routes.................................................................. 8

6.7 Collection from City Owned Facilities................................................ 9 6.8 Contractor's Equipment and Supply of Containers............................... 9 6.9 Extras, Special Pickups and Call Backs.............................................. 9 6.10 Hazardous Materials..................................................................... 9

7. Control of Work.....................................................................................10 7.1 Contractor's Employees..................................................................10 7.2 Contractor's Office ........................................................................ 10 7.3 Collection Service and Complaints.....................................................11 7.4 Monthly Reports...........................................................................11

8. Legal Responsibility, Annexation, Safety, Insurance and Termination.................. 11 8.1 Indemnification............................................................................. 11 8.2 Protection of Contractor's Equipment and Employees............................ 12 8.3 Laws, Ordinances, Regulations and Permits......................................... 12 8.4 Annexation and Consolidation.......................................................... 12 8.5 Public Safety and Convenience......................................................... 12 8.6 Liability Insurance........................................................................ 12

8.6.1 Personal Injury.................................................................... 12 8.6.2 Property Damage................................................................. 13 8.6.3 Certification of Insurance...................................................... 13

8.7 Evidences and Cancellation of Insurance............................................ 13 8.8 Termination of Contract................................................................. 13

9. Prosecuting and Progress......................................................................... 14 9.1 Liquidated Damages....................................................................... 14

9.1.1 General.............................................................................. 14 9.1.2 Liquidated Damage Rate Schedules.......................................... 14 9.1.3 Exceptions.......................................................................... 15

9.2 Damage to Property....................................................................... 15

10. Equipment Changes . 16 10.1 Additional or Replacement Equipment...............................................16

Arbitration ........................................................................................... 16 12.1 Generally....................................................................................16 12.2 Rates..........................................................................................16

Time of Essence.....................................................................................16

Attachment: Schedule of Costs Pages 1 & 2

Garbage Collection Contract

Parties: This Contract is made and entered into by and between the City of Othello, Adams County, Washington, a municipal corporation, herein referred to as "City," and Consolidated Disposal Services, Inc., herein referred to as the "Contractor," on the day of__________ 2014.

Authority: The City is empowered to enter into garbage collection and disposal contracts pursuant to RCW 35.21.120, 35A.21.152 - .153, 35.22.320 and 35.23.352.

Covenants: The City and the Contractor covenant and agree as follows:

3.1 Contract Term: The Contractor shall do all work and furnish all tools, materials, and equipment for garbage, rubbish, refuse, solid waste, and other waste collection in accordance with the provisions set forth in this Contract commencing on July 16th, 2014 and shall further perform any alterations in or additions to the work provided under this Contract and every part thereof. The Contractor shall comply with Othello Municipal Code Chapter 5.08 entitled "Solid Waste and Refuse Collection and Disposal" now in effect or as amended. The Contract, being a three year Contract, shall terminate on July 15th, 2017.

3.2 Contract Renewal: This contract shall renew for an additional three year term on July 16th, 2017 upon these same terms and conditions unless either party shall have given written notice more than 180 days prior to July 16, 2017 to the other party of its intention not to renew this contract.

3.3 Provision of Equipment: The Contractor shall provide and bear the expense of all equipment, work, and labor of any sort whatsoever that may be required for the transfer of materials and for completing the work provided for in this Contract and every part thereof, except such as may be mentioned in the attached specifications furnished by the City.

3.4 Default: In the event of any refusal, neglect, or failure on the part of the Contractor, the City may, by written notice to the Contractor and its surety or their representatives; or, if the Contractor abandons the work undertaken under this Contract, the City may, at its option with written notice to the surety and without any written notice to the Contractor, transfer the employment of work under the Contract from the Contractor to the surety; or, at the sole option of the City declare the Contractor in default and cancel this agreement and complete the Contract with the City's employees or subcontractors.

3.5 Payment: The City promises and agrees to pay the Contractor for its garbage, rubbish, refuse, solid waste, or other waste collection according to the rate structure which is attached and marked as Exhibit A and incorporated by reference herein at the time, in the manner, and upon the conditions provided for in this Contract.

3.6 Community Clean Up Programs: CDSI agrees to enter into negotiations with the City, at the City's discretion, concerning any community clean up days or events the City may elect to offer to it's citizens. Service including, but not limited to, dropbox containers and transportation of the solid waste or yard waste to the designated disposal or tipping site would be subject to such negotiations.

3.7 Recycling: The Contractor agrees to enter negotiations with the City at the City's discretion, and if the City so requests, concerning any type of waste stream reduction or resource recovery program the City may consider establishing. The City is not required to negotiate such services with the Contractor, and the City may employ its own forces or the forces of other contractors.

3.8 Biological, Medical, Infectious, and Hazardous Waste: The Contractor agrees to collect and handle biological, medical and infectious wastes in accordance with State of Washington and/or Federal legislation and/or regulations. Such collection and handling shall be outside the scope of this Agreement unless the City gives the Contractor at least 60 days notice of intent to enter negotiations to include such collection and disposal within this Agreement.

3.9 Automated Collection: CDSI and the City agree that a system of automated collection, as reflected in the rates established in Exhibit A, via a mandated uniform system within the City is in the best interests of the citizens of the City. CDSI agrees to provide automated collection as set forth in the agreement.

3.10 Successor's Obligation: All grants, covenants, provisos and claims, rights, powers, privileges and liabilities contained in the Contract documents shall be read and held as made by and with and granted to and imposed upon, the Contractor and the City, and their respective heirs, executors, administrators, successors and assigns.

3.11 Assignment of Contract: The Contract shall not be assigned in whole or in part without the written consent of the City.

3.12 Attorney Fees: In the event either party hereto institutes any action to enforce the provisions of this Contract or for any cause arising out of this Contract, the prevailing party in such action shall be entitled to reimbursement by the losing party for all of its court costs, reasonable attorney's fees, including such costs and fees that are incuned on appeal or in the enforcement of any judgment. All payments and reimbursements required by this paragraph shall be due and payable on demand, and may be off-set by any such sums owed to the party so liable in order of maturity and shall bear interest

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at the rate of twelve percent (12%) per annum from the date of demand to and including the date of collection or the due date of any sum against which the same is off-set, as the case may be. The venue of any action brought to enforce the terms of this Contract shall be in Grant County, Washington.

3.13 Subcontractor: The Contractor shall perfonn with its own organization not less than 75% (seventy-five percent) of the work and shall not sublet more than 25% (twenty-five percent) of the work to one subcontractor without the previous written consent of the City. No subcontractor shall be separately recognized apart from the Contractor and all persons engaged in the work will be considered as employees of the Contractor and their work shall be subject to the provisions of the Contract. When it is stated in the contract documents that a subcontractor, supplier or any person other than the Contractor shall do something, it means that the Contractor shall cause such person to do that thing.

3.14 Contractor's Employees and Subcontracts: The Contractor shall at all times be responsible for the adequacy, efficiency and sufficiency of his employees and any subcontractor and his employees. All workmen must have sufficient knowledge and experience to perform properly the work assigned to them.

The Contractor shall give his personal attention to and shall supervise the work to the end that it shall be executed faithfully, and when the Contractor is not present or available, the Contractor shall at all reasonable times be represented by a competent employee who shall receive and obey all instructions or orders given under the Contract, and who shall be the legal representative of the Contractor.

3.15 Deviation from Contract: The Contractor shall not make any deviation, alteration or omission from the terms of this Contract without the written consent of the City.

3.16 Waiver of Rights by the City: No action or want of action on the part of the City at any time to exercise any right or remedies conferred upon it under this Contract shall be deemed to be a waiver on the part of the City of any of its rights or remedies.

3.17 Dissatisfaction With Service Performed: When and as often as the City is not satisfied with the work performed or being done, the City may give notice of its dissatisfaction to the Contractor in writing and the Contractor shall immediately, upon receipt of such notice, do all things that are required to satisfy the City, provided, however, that in the event of any emergency requiring immediate action by any party, the City give such notice to the Contractor as is reasonable under the circumstances. Should the Contractor refuse or neglect to so satisfy the City within 24 hours from receipt of such notice, the City may employ some other person to do all things required to obtain such satisfaction, or may do so with its own forces, and all expenses and costs subsequent thereto shall be charged against the Contractor; provided, however, that the employment of such other person or the doing of the work by the City, shall in no way affect the Contractor's duties and liabilities

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hereunder, nor in any way relieve the Contractor from the performance and fulfillment of any or all of the Contractor covenants, undertakings, obligations and duties under the Contract.

In addition to the above remedies, the City may declare the Contractor in default as provided for in Section 8.8.

4. Definitions and Terms:

4.1 Contract (Contract Documents): All parts of the Contract including but not limited to the form of the Contract (agreement), exhibits, supplemental agreements, and change orders modifying, extending, or decreasing the work.

4.2 Contract Bond (Payment/Performance Bond): The approved form of security furnished by the Contractor and its surety as required by the Contract.

4.3 Contractor: The individual, firm, joint venture, co-partnership, and his, their, or its heirs, executors, administrators, successors and assigns, or the lawful agent of any such individual, firm, partnership, covenantor, or corporation, or his, their, or its surety under the contract bond, constituting one of the principals to the Contract and undertaking to perform the work herein specified. Where any pronoun is used as referring to the word "Contractor" it shall mean the Contractor as defined above.

4.4 j: Unless otherwise designated, days as used in the specifications will be understood to mean calendar days.

4.5 Garbage, Rubbish, Refuse, Solid Waste and Other Waste Collection: The materials which the City determines as such. The City will in accordance with all city, state and federal regulations determine when materials collected under this Contract are garbage, rubbish, refuse, solid waste, and other waste collection.

4.6 Regulated and Nonregulated Waste: Nonregulated waste is defined as household and commercial rubbish, refuse, solid waste and other waste not containing hazardous, biological, infectious, or waste otherwise regulated by city, state or federal regulation.

Regulated waste is defined as any rubbish, refuse, solid waste or waste, the handling of which is specifically regulated by city, state or federal regulation.

4.7 Owner: Owner shall mean the City of Othello acting through its legally constituted officials, as represented by its authorized officers, employees, or agents. The City in these specifications shall mean the City of Othello. Owner and City in this Contract shall be synonymous.

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4.8 Subcontractor: The individual, firm, partnership, corporation, or joint venture, to whom the Contractor, with written consent of the Owner, sublets any part of the work covered by the Contract.

4.9 Surety: The sureties or surety company who engage to be responsible for the execution of the Contract and contract bond by the Contractor or by the Contractor's agents, representatives or subcontractors, to ensure performance of the Contract, payment of all obligations pertaining to the work and fulfillment of such other conditions as are specified in the Contract and contract bond and otherwise required bylaw.

4.10 Work: Work shall mean the furnishing of all labor, materials, equipment, and other incidentals necessary or convenient to the successful completion of the project and the carrying out of all the duties and obligations imposed by the Contract.

Conditions:

5.1 Quantities: The right to increase or decrease the amount of any class or portion of the work, or to make changes in the work required as may be deemed necessary by the City, is reserved by the City. The basis of payment will be the actual items of work performed and measured in accordance with the contract requirements.

5.2 Verbal Agreements or Conversation Contrary to Contract: No verbal agreement or conversation with any officer, agent, or employee of the City, either before or after execution of the contract, shall affect or modifi any of the terms or obligations contained in any of the documents comprising the Contract. Any such verbal contract shall be considered as unofficial information and in no way binding upon the City.

5.3 Contract Bond (Performance/Payment Bond): The Contractor shall at the time of delivery of the executed Contract, furnish a duly executed bond upon a form furnished or approved by the City, signed by an approved surety or sureties in the amount of$ 50,000 conditioned upon the faithful performance of the Contract by the Contractor within the time prescribed therein.

Scope of Work, Payment and Specifications:

6.1 Scope of Work: The work to be performed consists of collecting and hauling of all garbage and refuse accumulated within the City corporate limits except as may be otherwise provided for herein. All garbage and refuse collected shall be deposited at the Adams County Solid Waste Disposal site.

The Contractor shall provide sufficient equipment and manpower as herein specified to collect garbage and refuse once weekly from all residential dwellings and conimercial accounts, Monday through Friday, except those certain holidays otherwise provided for.

The Contractor shall maintain sufficient inventory of one (1), two (2), three (3), four (4), six (6) and eight (8) cubic yard containers or such other sized garbage containers as may be necessary to facilitate collection to meet the needs of this Contract.

Residential collection shall be by means of 64 gallon or 96 gallon automated carts. All containers remain the property of the Contractor during and at the end of this Contract. In the event a cart or container is lost, stolen or damaged by a customer or other person, through no fault of the Contractor, during the life of this Contract, the City will assist the Contractor in collecting the cost of replacing said cart or container from the responsible party.

6.2 Exclusive Right to Collection: The City hereby gives and grants to the Contractor the exclusive right, subject to existing ordinances and applicable state laws, to collect, remove, haul and dispose of garbage, refuse, rubbish, debris and swill originating within the City corporate limits subject to existing City policy; and the Contractor agrees to collect, remove, haul and dispose of garbage, refuse, rubbish, debris and swill from all buildings, structures, place of business, private residential dwellings, multiple occupancy residences, restaurants, commercial and industrial establishments, and municipally owned and operated facilities, all according to the collection schedule set forth herein, for the consideration set forth herein.

Nothing herein shall grant to the Contractor the exclusive right to collect, remove, haul or dispose of biological, medical, infectious or hazardous waste within the City.

6.3 Monthly Payment Schedules:

General. For the full and faithful performance of the services required to be performed by the Contractor under this Contract, the Contractor shall be paid according to this Contract unit cost multiplied by the total units assessed, and billed by the City. The City shall promptly pay CDSI each and every month upon receipt ofCDSI's billing for services for the prior month unless the City protests any portion of the billing. The portion of the billing not contested shall be paid and a resolution of the disputed portion of the billing shall be sought within 10 days of the protest of the billing or portion thereof.

Payment Date. The City will be responsible for all billing and collecting for each and every service provided pursuant to this contract other than biological, medical, infectious and sharps wastes. The City shall pay the Contractor each and every month upon receipt of the Contractor's billing for services for the prior month unless the City protests any portion of the billing. The portion of the billing not contested shall be paid and a resolution of the disputed portion of the billing shall be sought within 10 days of the protest of the billing or portion thereof. The Contractor shall not collect payment directly from customers except those provided with biological, medical, infectious and sharps waste removal services.

Automated carts and containers provided by the Contractor under this contract shall be maintained by the Contractor in a serviceable condition for the term of this contract. The City shall reimburse the Contractor for all repair costs incurred by the Contractor as a result of damage to those automated carts and containers while in the control and possession of customers. The City shall reimburse the Contractor $65.00 per auto-cart for each auto-cart which is lost, destroyed or damaged beyond repair by fire, theft or other means outside the control of the Contractor. The City shall reimburse the Contractor the actual invoiced cost for repair or replacement per container other than an auto-cart for each container which is lost, destroyed or damaged beyond repair by fire, theft or other means outside the control of the Contractor. In no event will the City be responsible for repair costs that exceed ninety percent (90%) of the cost of a new replacement container.

Charges and Liquidated Damages. All charges and liquidated damages assessed against the Contractor during the preceding billing period, pursuant to the provisions of this Contract, shall be deducted from such monthly payment.

6.4 Biannual Adjustment of Rates: All the rates charged, pursuant to this Contract, shall be subject to adjustment every two (2) years, on the anniversary of this Contract. The adjustment shall be made, based upon the average percentage increase or decrease in the consumer price index for January of each of the preceding two years. The National All Urban Consumers, all items, index shall be utilized for the purpose of the above calculations. The first biannual adjustment would occur in 2016.

6.5 Disposal Facilities: It is hereby agreed that the Contractor will haul all garbage and refuse collected within the City to the Adams County Disposal Site, to be charged to the City of Othello. The Contractor will abide by all laws, rules and regulations regarding the use of that site. The City will be responsible for all tipping charges.

In the event the City elects not to dispose of solid waste collected within the City at the Adams County Disposal Site, the Contractor agrees to dispose of that solid waste at a location designated by the City. The City and the Contractor agree to enter into negotiations to reimburse the additional direct and indirect costs incurred by the Contractor to transport that solid waste if the distance from the center of the City to a new site is more than ten miles one way further than the transport to the current Adams County Disposal Site.

The Contractor will be responsible to determine the dates and times the Adams County Landfill Site will be available for disposal of garbage and refuse. The Contractor shall make all arrangements for disposal directly with Adams County. The City shall pay all costs of disposal of garbage and refuse.

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6.6 Collection Schedule:

General. Collections shall be made once each week on a regular basis with fluctuations in time not to exceed two (2) hour(s), plus or minus, after establishment of the routes over the first thirty (30) days of service, except as otherwise provided. At the commencement of this Contract, collections will be made once weekly upon direction from the City. Any changes in routes or collection times thereafter will be submitted to the City in writing at least thirty (30) days prior to their intended date of implementation, for review and written approval by the City.

2. Residential Collections. Collection in residential zones shall not commence earlier than 7:00 a.m. nor finish later than 5:00 p.m. of any given week day. No Sunday collections shall be made.

Other Collections. Collections in other zones shall not commence earlier than 6:00 a.m., nor finish later than 5:00 p.m., Monday through Saturday, except as follows:

(a) Trailer courts located within these zones shall be considered residential areas and shall not be picked up prior to 7:00 a.m.

Days Exempt from Collection. No collections of any kind shall be made on Sundays, and, at the option of the Contractor, regular collections falling on Thanksgiving, Christmas and New Years may be omitted, providing that regular collection is made on the day immediately preceding or following the holiday. If the Contractor exercises his option not to provide service on Thanksgiving, Christmas or New Years, he shall so notify the City thirty (30) days in advance in order to provide adequate notice to customers therein affected, and shall further state on which day collections will be provided to said affected customers.

Maps and Routes. The Contractor shall, upon execution and acceptance of this Contract by the City, prepare a map clearly identifying the various sections of the City and setting forth its intended routes and anticipated days and hourly schedules. Said maps and schedules shall be delivered to the City for approval at least ten (10) days prior to the commencement of this Contract. Upon written approval by the City of the Contractor's routes and schedules, the City shall keep said maps and schedules available at City Hall for public review.

Any subsequent changes in routes and schedules during the life of this contract shall be submitted to the City for approval at least thirty (30) days prior to their intended implementation.

6.7 Collection From City Owned Facilities: The Contractor agrees to collect, remove, haul and dispose of garbage, refuse, rubbish and debris from all municipally owned or operated buildings, structures and facilities, including but not limited to, City Hall, Police Station, City Maintenance Shop, City Library, Fire Station and City Parks, all without charge or cost to the City of any type, upon the following schedule:

(a) Collection service shall be provided no less than once per week from the City Hall, Police Station, City Maintenance Shop, City Library, and City Parks, together with any other City facilities designated by the City in the future.

6.8 Contractor's Equipment and Supply of Containers: The Contractor shall provide an adequate number of vehicles approved by the City for regular collection services. All vehicles used for hauling garbage and rubbish shall be leak-resistant and enclosed so as to prevent spilling or blowing of contents, and shall be of a mechanical packer-type truck, normally constructed for garbage service. All such equipment used shall meet or exceed state and federal standards as applicable, and shall have, at a minimum, a backup warning device, safety lights, and mirrors providing maximum visibility to rear and sides. All equipment shall be maintained in good and proper working order at all times, and shall be kept clean and free of odor problems.

The Contractor's name shall be clearly and visibly printed on all equipment and the Contractor shall not use the words "Othello" or "City" in any manner in connection with said name.

The Contractor shall maintain sufficient containerization to meet the needs of persons within the City requesting such containers. The Contractor shall provide container •service to those persons who have requested such service through the City. All such service shall be billed and paid as provided for in this agreement.

6.9 Extras, Special Pickups and Call Backs: All non-regulated waste within the City will be collected. Extra miscellaneous refuse shall be picked up, if properly contained, for the charges set forth on Exhibit A.

Special pickups shall be included on the City's daily report to the Contractor at least one day prior to the requested service. That garbage which is not put out and for which a "Call Back" is made, will be collected not later than the next schedule service day. The Contractor may make additional charge for such pickup.

6.10 Hazardous Materials: The Contractor is licensed and bonded to transport hazardous materials including asbestos, petroleum contaminated soils and medical waste. The Contractor will not collect or transport hazardous wastes, as a part of this Contract, but the Contractor is able to provide such services independently of this Contract.

Any collection or transportation of hazardous materials by the Contractor is outside the scope of this Contract. The collection and transportation of hazardous materials may be subject to regulation by the City.

7. Control of Work:

7.1 Contractors Employees: The Contractor shall assign a qualified person or persons to be in charge of this operation in the City. All workmen employed by the Contractor shall be competent and skilled in the performance of the work to which they are assigned including the ability to fluently speak the English language.

Failure or delay in the performance of this Contract due to any inability by the Contractor to obtain workmen of the number and skill required may be deemed by the City to constitute a default of this Contract.

The Contractor shall require his employees to be courteous at all times, to not use loud or obscene language, and to do their work as quietly as possible. In the event that an employee is confronted by a person regarding service, or notices conditions that he believes to be in violation of City codes, he shall report the problem or condition to City Hall for resolution of the situation. No employee of the Contractor is authorized to interpret City code and laws.

If a person employed by the Contractor is incompetent, negligent, or otherwise unsatisfactory, said employee shall be removed from the performance of work on this Contract. If the City notifies the Contractor in writing that any person employed by the Contractor is, in its opinion, incompetent, disobedient, disorderly, discourteous or otherwise unsatisfactory, such person shall be removed and shall not again be employed on work in this Contract, except with the prior consent of the City; provided, this paragraph shall be interpreted and enforced in such a manner as will respect and give effect to agreements on such subjects between the Contractor and any union representing all or any of its employees.

No person shall be denied employment by the Contractor or discriminated against for promotion, or otherwise, for reasons of age, race, sex, creed, religion, handicap, or national origin.

Employees of the Contractor shall be neat in appearance at all times when on duty.

7.2 Contractors Office: The Contractor shall provide for Othello a toll-free telephone service, with regular business hours between 8:00 a.m. and 4:00 p.m. Monday through Friday, except legal holidays, whereby he or his employee(s) may receive inquiries and where notice of changes in service or complaints or problems can be made by the City and its customers.

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7.3 Collection Service and Complaints: All requests for new collection service, termination of service, or modifications to existing service shall be made through the City. All such requests shall be written out on a form provided by the City and provided to the Contractor or an employee of the Contractor daily, except legal holidays.

All complaints received by the City shall be written upon a similar form and picked up at City Hall by the Contractor or sent to Contractor's office via Fax or email and all complaints shall be resolved whenever possible, within twenty-four (24) hours after their receipt, except those occurring on weekends or holidays.

All requests for additional garbage and refuse pickup shall be received by the City and said information will be provided to the Contractor describing what additional pickup is required. The Contractor shall make such additional pickups on the day collection service is normally provided the person making such request, and the Contractor shall log all extra items picked up in a standard log or Contractor's Route Sheet as approved by the City, and all such information shall be provided to the City weekly as provided for herein. Return trips for additional pickups or for reasons not the fault of the Contractor shall be subject to an hourly rate as set forth in the attached rate schedule, with a minimum charge of one-fourth hour per call out.

7.4 Monthly Reports: On the fifteenth day of each month, or the first working day thereafter, the Contractor shall turn in a report of all new or terminated collection services, changes to existing service, and actual amounts of extra garbage and refuse collected. This is currently in the form of the monthly billing and accompanying customer service reports.

In addition, the City may require the Contractor to turn in a monthly report for the same period listing all complaints received and the action taken on each complaint.

8. Legal Responsibility, Annexation, Safety, Insurance and Termination:

8.1 Indemnification: To the maximum extent permitted by law, the Contractor shall be liable for all damages and injury or death which shall be caused to owners of property on or in the vicinity of the work or which shall occur to any person or persons or property whatsoever, arising out of the performance of this contract, whether or not such damage or injury or death be caused by the negligence of the Contractor and whether or not such damage or injury or death be caused by the inherent nature of the work performed.

To the maximum extent permitted by law, the Contractor shall indemnify and hold the City and all of its officers and employees harmless from any liability whatsoever for any injuries or death to persons or property arising out of the performance of this

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Contract, and in case any suit or legal proceedings shall be brought against the City and any of its officers or employees on account of loss or damage sustained by any person or property as a result of the performance of the work covered by this Contract, whether or not such injuries or death or damage is due to negligence of the COntractor or caused by the inherent nature of the work, the Contractor agrees to assume the defense thereof and to pay all expenses connected therewith and all judgments that may be obtained against the City and any of its officers or employees.

The Contractor also agrees to pay the City any reasonable attorney's fees incurred by the City directly or indirectly on account of any claims for damages or injuries arising out of the performance of this Contract.

8.2 Protection of Contractor's Equipment and Employees: The Contractor alone shall at all times be responsible for the safety of his and his subcontractor's employees, and for his and his subcontractor's equipment and the method of executing the work.

8.3 Laws, Ordinances, Regulations and Permits: The Contractor shall give all notices required by law and shall comply with all laws, ordinances, rules and regulations relating to the performance and conduct of the work. The Contractor shall be liable for all violations of the State, County and City law in connection with work performed under this Contract by the Contractor.

The Contractor shall take out any and all permits required by the City or any other governmental authority which may be required under this Agreement.

8.4 Annexation and Consolidation: In the event that territories adjacent to the current corporate limits of the City of Othello are annexed to, or otherwise consolidated with the City, during the life of this Contract, said territories may be exempt from garbage collection service under the Contract, as provided for in RCW 35A.14.900, as amended.

8.5 Public Safety and Convenience: The Contractor shall at all times so conduct his work as to insure the least possible obstruction to traffic and inconvenience to the general public, and to insure the protection of persons and property. All equipment employed by the Contractor shall comply with state and federal requirements for the safety of the operator and general public alike, and shall be equipped with, though not limited to, backup warning devices and adequate safety lights.

8.6 Liability Insurance: The Contractor shall provide the following minimum public liability insurance:

Personal injury (bodily injury), afforded limits of liability of $1,000,000 for each person and $2,000,000 for each occurrence, for personal injury or death suffered or alleged to have been suffered by any person or persons by reason

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of or in course of, the performance of work under this contract. Such insurance shall be maintained for the duration of this Contract.

Property damage, affording limits of $500,000 for each occurrence and $1,000,000 in the aggregate during its term of insurance covering damages to property suffered or alleged to have been suffered, by any person or person, by reason of or in the course of the performance of work under this Contract. Such insurance shall be maintained for the duration of this Contract.

Such insurance shall be provided on a Comprehensive Liability Policy Form written by underwriters satisfactory to the City, covering personal injury and broad form occurrence property damage, including property in the care, custody and control of the Contractor. The City shall be named as an additionally insured and will receive a Certificate of Liability Insurance so indicating.

8.7 Evidences and Cancellation of insurance: Prior to the execution of the Contract by the City, the Contractor shall file with the City evidences of insurance from the insurer(s) certifying to the coverage of all insurance required herein. The insurer(s) will further certify that they will give, by certified mail, notice to the City at least 30 days prior to the effective date of any cancellation, lapse or material change in the policy.

Should the Contractor neglect to obtain and maintain in force any such insurance as provided herein, then it shall be lawful for the City to obtain and maintain such insurance, and the Contractor hereby appoints the City his true and lawful attorney to do all things necessary for this purpose. All monies expended by the City for insurance premiums under the provisions of this article shall be charged to the Contractor.

8.8 Termination of Contract: The City reserves the right to cancel or terminate this Contract at any time in case the Contractor fails or neglects to perform or adhere to any provisions, terms or regulations of this contract, or fails to abide by any of the conditions or covenants herein contained. Time is of the essence in the performance of this Contract.

If the Contractor shall abandon or breach its contract or fail to fully and promptly comply with all of its obligations, or shall fail to give reason satisfactory to the City, after receipt of written notice from the City of its dissatisfaction, for noncompliance, the City may then declare the Contractor to be in default of this Contract and notify the Contractor to discontinue any further service there under, a copy of said notice to be sent to the Contractor and its surety on its performance bond.

Upon receipt of such notice, the Contractor agrees that it will promptly discontinue the work, whereupon the surety may at its option, to be exercised within ten (10) days from such written notice, assume the work which the City has ordered discontinued

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9.

and proceed to perform same, at its sole cost and expense, in compliance with the terms and conditions of this Contract and all documents contained herein.

In addition to other rights and remedies, and without waiving any of its rights, the City may, pending consideration of the surety of said option to assume the work, take immediate possession of the Contractor's equipment and use and operate same to maintain the public service provided for herein; provided, however, that in the event the City should take over said Contractor's equipment, the City shall be deemed to be the Lessee of such property and shall pay to the Contractor a reasonable rental fee thereof, less any additional cost incurred by the City by reason of the Contractor's default, including repair costs of the Contractor's equipment, for such time as is necessary to maintain continuous service while seeking other remedies, but not to exceed ninety (90) days. The City shall be entitled, at its option, to hire any other person and to procure vehicles and equipment to maintain service, at the best rates available, without obtaining bids, or expending considerable time obtaining comparative prices for such service, and may hire and engage such persons and service on an emergency basis, paying a premium therefore, if necessary, and all such costs incurred, including reasonable attorney's fees, together with any further damage sustained or to be sustained by the City, shall be charged to the Contractor and/or its surety.

Prosecuting and Progress:

9.1 Liquidated Damages:

General. As a breach of the service provided by this Contract would cause serious and substantial damage to the City and its occupants, and the nature of this Contract would render it impracticable or extremely difficult to fix the actual damage sustained by the City by such breach, it is agreed that in case of a breach of service, the City may elect to collect liquidated damages for each such breach and the Contractor will pay to the City as liquidated damages and not as a penalty, the amounts set forth below, such sum being agreed as the amount to which the City will be damaged by the breach of such service. An election to seek such remedies shall not be construed as a waiver of any legal remedies the City may have or to any subsequent breach of service under this Contract.

2. Liquidated Damage Rate Schedules: A vehicle beginning collections prior to

$20.00 per day the time provided for in article 6.7

Failure to collect persons missed within $10.00 each, not to twenty-four (24) hours of notice given exceed five (5) to Contractor complaints per truck per

day

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Repetition of complaints, along a given $10.00 each, not to route after notification of same exceed five (5) regarding proper placement of complaints per truck per containers, barriers, spilling or similar day and/or as provided violations for in City Ordinances

Failure, neglect or refusal to operate $200.00 per day and collect on regularly scheduled routes

3. Exceptions. Failure of persons to set out containers prior to the hour of collection shall not be deemed a breach of Contract and the Contractor shall not be assessed liquidated damages as set forth in schedule "b" above. In the event of a mechanical breakdown of the C ontractor!s equipment which cannot be immediately repaired due to a lack of available parts or the seriousness of the mechanical failure, the Contractor shall be allowed a grace period of two (2) days to make such repairs and return to full collection service without being assessed liquidated damages as set forth in schedule "d" above.

In the event of a severe snow, ice or rain storm, or other acts of God, the Contractor shall be allowed a grace period of two (2) days to return to full collection service without being assessed liquidated damages as set forth in schedule "d" above. The determination of what constitutes a severe storm or other acts of God qualifying for a grace period will be made by the City.

For any other interruption of garbage and refuse collection service, the Contractor shall be assessed liquidated damages as herein provided, and the cost of such liquidated damages shall become a charge against the Contractor and paid to the City.

9.2 Damage to Property: The Contractor shall restore to its original condition all private and public property disturbed or damaged by his employees, or equipment, in the course of performance of this Contract, and shall immediately cleanup any spills of garbage or refuse caused by his employees or equipment, all without cost to the City or any person.

The Contractor shall not litter premises in the process of making collections, but he shall not be required to collect refuse that has not been placed in approved containers or neatly bundled as provided for in ordinances, or collect refuse that has been dislodged or removed from the containers by other than the Contractor's personnel.

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Equipment Changes:

10.1 Additional or Replacement Equipment: In the event that additional or replacement vehicles are employed under this Contract, the Contractor shall furnish such information, to the City within thirty (30) days from the date said vehicle commenced work under this Contract.

Arbitration:

11.1 Generally: In the event the City and the Contractor are unable to reach an agreement after negotiations on any issue in this Contract for which negotiations to resolve future differences is provided, the parties may elect to have the issue settled by arbitration. Each party shall select one arbitrator and those two arbitrators shall select a third. Each party will pay one half of the costs of such arbitration.

11.2 Rates: The arbitration method described above shall be employed at the request of either party upon the inability of the parties to agree upon the establishment of a rate pursuant to Paragraph 11.

Time of Essence: Time is of the essence of this Contract, and waiver or indulgence of any breach thereof shall not be construed as a waiver of any further, continuing or future breach of the terms herein.

CONSOLIDATED DISPOS_Aj. SERVICES, Inc. CITY OF OTHELLO

By B Michael Dtrich, President

BY~~~ 657' W B: Mark Wash, General Manager

Date Signed

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SCHEDULE OF COSTS

TYPE OF SERVICE FREQUENCY OF MONTHLY RATE EXTRA PICKUP SERVICE (except where noted) (each)

64 Gal Auto-cart Weekly $ 4.20 $ 1.75

96 Gal Auto-cart Weekly $ 4.20 $ 1.75

Residential extras (cans each $ 1.00 boxes, bags or tied bundles, including over-loaded carts, up to 33 gallons)

Extra Loose Yards each $ 6.00

1 Cubic Yard Container 1 x per week $ 25.00 $ 6.25





8 Cubic Yard Container 1 x per week $100.00 $ 25.00

Delivery Fee 1 - 8 Yard (Temporary Containers Only) $ 25.00 (3 months or less)

Car Tires each $ 1.25

Truck Tires each $ 2.00

Appliances each $ 6.00

Discarded Furniture each $ 6.00

Residential Return Trip each $ 3.50 Charge

Return Trip Charge Hourly Rate Charged in '/4 $100.00 (paragraph 7.3) hour increments

Misc. Labor Charge Hourly Rate Charged in 'A $ 40.00 (container washing, ect.) hour increments

Locking Device One Time Charge $ 60.00

SCHEDULE OF COSTS PAGE 1

NON-COMPACTED DROPBOX RATES

SIZE DELIVERY FIRST PICKUP EACH MONTHLY CHARGE PER MONTH ADDITIONAL RENT_

20 —40 Yard $ 50.00 $ 140.00 $ 140.00 $3.00 per yard

COMPACTED DROPBOX RATES

SIZE HAUL FEE

30 YARD $225.00

35 YARD $225.00

40 YARD $225.00

• Turn-around compactors (example: Wal*mart) shall be subject to an additional charge of $100.00 per service, which shall be in addition to the pickup fees listed above.

• The rates above are for service only and DO NOT iNCLUDE DISPOSAL. Pursuant to the Contract, all disposal will be charged directly to the City of Othello by Adams County.

• The minimum monthly charge per container shall be the monthly rental.

• Non-compacted drop boxes are available for a minimum of two-week rental rate of one-half of the above listed monthly rental rates.

• All rates stated herein are subject to all applicable taxes.

SCHEDULE OF COSTS PAGE 2