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CAG2001-0423 - Original - Waste Management of Washignton, Inc. dba Tri-Star Disposal - Solid Waste Collection & Disposal, Recycling & Processing - 04/01/2001
SOLID WASTE COLLECTION AND DISPOSAL, RECYCLING AND PROCESSING CONTRACT Between THE CITY OF KENT and WASTE MANAGEMENT OF WASHINGTON,INC. D/B/A TRI-STAR DISPOSAL,A DELAWARE CORPORATION APRIL 1,2001- MARCH 319 2011 2ni01 8:25 AM TABLE OF CONTENTS Page ARTICLE 1. DEFINITIONS..............................................................................................2 ARTICLE 2. GENERAL PROVISIONS...........................................................................5 2.1 Term................................................................................................................5 2.2 Work to be Performed.....................................................................................5 2.3 Minimum Level of Service and Self Haul......................................................5 2.4 Annexation......................................................................................................6 2.5 Contractor to Make Examination....................................................................7 ARTICLE3. OPERATIONS..............................................................................................7 3.1 Collection........................................................................................................7 3.1.1 Route Map and Route Changes .......................................................7 3.1.2 Collection Schedule.........................................................................7 3.1.3 Collection at City-Owned Sites .......................................................8 3.1.4 Holiday Schedule.............................................................................8 3.1.5 Inclement Weather...........................................................................8 3.1.6 Missed Collections and Special Collections....................................9 3.1.7 Solid Waste, Recyclable Materials, or Yard Waste Left Behind by Contractor..................................................................9 3.1.8 Semiannual Clean-Up Weeks and Special Events..............................9 3.2 Solid Waste and Recyclable Materials Containers.......................................10 3.2.1 Residential Solid Waste Containers...............................................10 3.2.2 Residential Recycling Containers..................................................10 3.2.3 Residential Yard Waste Containers...............................................10 3.2.4 Commercial Containers .................................................................10 3.2.5 Containers Generally. ....................................................................10 3.3 Contractor Service ........................................................................................11 3.3.1 New Customers..............................................................................11 3.3.2 Special Disabled Service ...............................................................11 3.4 Hauling and Disposal of Solid Wastes .........................................................11 3.4.1 Responsibility for Spills.................................................................11 3.4.2 Delivery to Disposal Site...............................................................11 3.4.3 Hazardous Materials. .....................................................................12 3.5 Recycling and Yard Waste Collection and Processing.................................12 3.5.1 Required Services ..........................................................................12 3.5.2 Expanded Collection, Disposal, and Recycling.............................12 3.5.3 Landfill and Incineration Prohibited..............................................12 3.5.4 Material Delivery Standards..........................................................12 3.5.5 Eligible Recyclable Materials........................................................13 3.5.6 Yard Waste ....................................................................................13 SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-i (Btwn. City afKent and Waste Management,Inc.-February 7,2001) Page 3.6 Local Improvements.....................................................................................13 3.7 Contractor's Office. ......................................................................................13 3.8 Contractor's Records and Audit. ..................................................................14 3.8.1 City Access to Contractor Records................................................14 3.8.2 Compliance with Law; Documentation; Confidential Business Records...........................................................................14 3.8.3 Disclosure Demands. .....................................................................14 3.8.4 Monthly Reports............................................................................15 3.8.5 Dump Receipts...............................................................................15 3.8.6 Customer Count.............................................................................15 3.8.7 Complaint Log ..............................................................................15 3.9 Contractor's Employees................................................................................15 3.9.1 Demeanor.......................................................................................15 3.9.2 Collection Procedures....................................................................15 3.9.3 Skills..............................................................................................15 3.10 Contractor's Equipment................................................................................16 3.10.1 Collection Vehicles........................................................................16 3.10.2 Collection Vehicle Maintenance....................................................16 3.10.3 Equipment Ownership ...................................................................16 3.11 Illegal Weights..............................................................................................16 ARTICLE 4. GUARANTEES, INSURANCE AND DEFAULTS.................................16 4.1 Violation of Ordinance .................................................................................16 4.2 Indemnification.............................................................................................16 4.2.1 Contractor's Indemnification of City.............................................16 4.2.2 Claims Subject to Indemnification ................................................17 4.2.3 City Liability to Contractor............................................................17 4.2.4 Notice to Contractor; Defense. ......................................................17 4.2.5 Applicability of RCW 4.24.115.....................................................18 4.2.6 Indemnification for Claims of Contractor's Employees................18 4.2.7 Royalties; License Fees; Patents....................................................18 4.2.8 No Indemnity Waiver. ...................................................................18 4.2.9 Indemnification Surviving Termination........................................18 4.3 Damage to Property......................................................................................18 4.4 Liability Insurance........................................................................................19 4.4.1 General Requirements....................................................................19 4.4.2 Coverages of Liability Policy. .......................................................19 4.4.3 Minimum Limits............................................................................19 4.4.4 Required Endorsements.................................................................20 4.4.5 ACORD Form................................................................................20 4.4.6 Compliance Required ....................................................................20 SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-ii (Btwn. City afKent and Waste Management,Inc.-February 7,2001) Page 4.5 Payment of Claims........................................................................................21 4.6 Liens..............................................................................................................21 4.6.1 Authority........................................................................................21 4.6.2 Procedure.......................................................................................21 4.6.3 Lien Foreclosure-Indemnification.................................................21 4.7 Default; Failure to Perform Contractual Obligations ...................................22 4.7.1 Contractor Default .........................................................................22 4.7.2 Consequences of Category A Default............................................23 4.7.3 Category B Default; Liquidated Damages.....................................23 4.7.4 Dispute Resolution.........................................................................26 4.7.5 Enforcement of Contract................................................................26 4.7.6 Right to Require Performance .......................................................26 4.7.7 Interruption of Contract Services ..................................................26 4.8 Bankruptcy....................................................................................................26 4.9 Force Majeure...............................................................................................27 ARTICLE 5. COMPENSATION .....................................................................................27 5.1 Commercial Rates.........................................................................................27 5.2 Residential Rates...........................................................................................27 5.3 Residential and Commercial Rate Adjustments (CPI) .................................27 5.4 Residential and Commercial Rate Adjustments—(other) ............................28 5.5 Approval and Effective Date ........................................................................28 5.6 Rate Audit.....................................................................................................28 5.7 Dump Fees....................................................................................................29 5.8 Billing and Payment......................................................................................29 5.9 Collection......................................................................................................29 5.10 City Fees or Taxes ........................................................................................29 ARTICLE 6. MISCELLANEOUS PROVISIONS .........................................................29 6.1 Independent Contractor.................................................................................29 6.1.1 Contractor as Independent Contractor..............................................29 6.1.2 Contractor's Control of Project.........................................................29 6.2 Assignment ...................................................................................................30 6.2.1 Nonassignment of the Contract.........................................................30 6.2.2 Change in Control.............................................................................30 6.2.3 Binding Effect...................................................................................30 6.3 Applicable Law.............................................................................................30 6.4 Quality of Performance.................................................................................30 6.5 Contract.........................................................................................................30 6.5.1 Meaning of Contract Terms..............................................................30 6.5.2 Definitions Defined in RCW 70.95 and WAC 173-304...................31 6.5.3 Conflicting Definitions.....................................................................31 SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-iii (Btwn.City of Kent and Waste Management,Inc.-February 7,1001) Page 6.5.4 Amendments to Referenced Citations ..............................................31 6.5.5 Entire Contract..................................................................................31 6.5.6 Amendment.......................................................................................31 6.5.7 Successors.........................................................................................31 6.6 Intent of Contract Documents.......................................................................31 6.6.1 Comprehensive Contract...................................................................31 6.6.2 Comprehensive Services...................................................................31 6.6.3 No Waiver of Governmental Powers................................................32 6.7 Facilities and Personnel................................................................................32 6.8 Time of the Essence......................................................................................32 6.9 Payment of Subcontractors and Agents........................................................32 6.10 Third-Party Beneficiaries..............................................................................32 6.11 Personnel Practices; Nondiscrimination.......................................................32 6.12 OSHA/WISHA.............................................................................................33 6.13 Contract Administration;Notices.................................................................33 6.13.1 City of Kent Representative..............................................................33 6.13.2 Contractor's Representative..............................................................33 6.13.3 Notices..............................................................................................33 6.14 Taxes, Permits and Fees................................................................................34 6.14.1 Contractor's Permits and Licenses ...................................................34 6.14.2 Other Taxes.......................................................................................34 6.15 Fines; Penalties.............................................................................................34 6.16 Dissolution of the City and Successor to the City........................................34 6.17 No Personal Liability....................................................................................34 6.18 Severability...................................................................................................35 6.19 Waivers.........................................................................................................35 6.20 Disagreements...............................................................................................35 6.21 Governmental Authority...............................................................................35 6.22 Duplicate Originals.......................................................................................35 LIST OF APPENDICES Appendix A: Legal Description of Core Areas Appendix B: Listing and Map of City-Owned Buildings, Parks, and Sidewalk Containers to which Collection Services Apply Appendix C: Commercial Rates Appendix D: Residential Rates SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-iv (Btwn.City of Kent and Waste Management,Inc.-February 7,2001) SOLID WASTE COLLECTION AND DISPOSAL, RECYCLING AND PROCESSING CONTRACT Between THE CITY OF KENT and WASTE MANAGEMENT OF WASHINGTON,INC. DB/A TRI-STAR DISPOSAL This Contract is made and entered into on the last date fully executed below, by and between the CITY OF KENT, WASHINGTON (the "City"), a Washington municipal corporation, and WASTE MANAGEMENT OF WASHINGTON, INC. d/b/a Tri-Star Disposal ("Tri-Star"), a Delaware Corporation, (hereinafter called the"Contractor"). RECITALS WHEREAS, it is essential that residential, commercial and industrial solid waste be reduced and properly collected, recycled, and disposed of in order to avoid adverse environmental and social effects; and WHEREAS, the Contractor is qualified to provide solid waste collection and recycling services, including processing and distribution of recyclable materials to end markets, in accordance with the terms of this Contract; and WHEREAS, the Contractor agrees for the consideration stated to collect and dispose of solid waste, and to collect, process and market recyclable materials and yard waste collected within the City of Kent in accordance with this Contract; NOW, THEREFORE, in consideration of the mutual covenants, agreements, and promises herein contained, THE CITY OF KENT and CONTRACTOR, hereby agree as follows: SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-I (Btwn.City of Kent and Waste Management,Inc.-February 7,2001) ARTICLE 1 Definitions 1. "Annexed Areas I": Those areas annexed into the City of Kent after June 12, 1957, and before April 1, 1991 (annexed to the Core Area), within which Residential Customers will be serviced by Kent-Meridian Disposal, and within which Commercial Customers will be serviced by Contractor. 2. "Annexed Areas II": Those areas annexed into the City of Kent after March 31, 1991, or which will in the future be annexed into the City of Kent (annexed to the Core Area and Annexed Areas I), within which Commercial and Residential Customers serviced by Kent- Meridian Disposal at the time of annexation will continue to be serviced by Kent-Meridian Disposal and within which Commercial and Residential Customers serviced by Contractor at the time of annexation will continue to be serviced by Contractor. 3. "Cit ': The City of Kent, Washington. 4. "Commercial Areas": All areas in both the Core Area and Annexed Areas I and Annexed Areas II where Commercial Customers are located. 5. "Contract": This Solid Waste Collection and Disposal, Recycling and Processing Contract, its Appendices, and any amendments thereto. 6. "Contractor": Waste Management of Washington, Inc. d/b/a Tri-Star Disposal. 7. "Contractor's Service Areas" or"Service Areas": All Commercial Customers within Annexed Areas I and those Commercial and Residential Customers, if any, in Annexed Areas II serviced by Contractor on the date of annexation of such areas. 8. "Commercial Customers)": All Customers that are not included within the definition of"Residential Customers" set forth below, which are within Contractor's Service Areas. Commercial Customers include Commercial Multi-family Customers as defined below. 9. "Commercial Multi-Family Customer(s)": Multi-family residences containing more than four(4) dwelling units. 10. "Contractor Facility" or "Contractor Facilities": The term "Contractor Facility" or "Contractor Facilities" means any facility or facilities owned or operated by the Contractor to perform its obligations under the Contract to pick up, transfer, load, unload, transport and dispose of Solid Waste, Recyclable Materials, and Yard Waste. 11. "Core Area": Historically, the city limits of Kent as it existed as of June 12, 1957, within which both Residential and Commercial Customers are to be serviced by Kent-Meridian Disposal, and as legally described in Appendix A. SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-2 (Btwn.City of Kent and Waste Management,Inc.-February 7,2001) 12. "County": King County, a political subdivision of the State of Washington, its successors or assigns. 13. "County Facility" or "County Facilities": The term "County Facility" or "County Facilities" includes but is not limited to the transfer stations, transportation facilities, locations of delivery for all Solid Waste, Recyclable Materials or Yard Waste owned or operated by public entities as part of the King County Solid Waste System. 14. "Curb" or "Curbside": On the Customer's property, within five feet of the public street without blocking sidewalks, driveways, or on-street parking. If extraordinary circumstances preclude such a location for purposes of the collection of Solid Waste, Recyclable Materials, and Yard Waste, Curbside shall mean an alternate location suitable to the Customer, convenient to the Contractor's equipment, and mutually agreed to by the City and the Contractor. 15. "Customer(s)": Residential and Commercial Customers located within Contractor's Service Areas. 16. "Director": Director of Public Works, City of Kent, Washington, or such other representative as may be designated by the Mayor. 17. "Garbage Cans": A watertight, galvanized, sheet metal, raised-bottom container or suitable plastic container not exceeding four (4) cubic feet or thirty-two (32) gallons in capacity, weighing not over twenty-two (22) pounds when empty or sixty-five (65) pounds when full, fitted with two (2) sturdy handles, one (1) on each side and a tight cover equipped with a handle. 18. "Hazardous Waste": "Hazardous waste" under the Resource Conservation and Recovery Act, 42 U.S.C. §§ 69.01-69.87, as amended, or rules and regulations thereunder, or identified or defined as "extremely hazardous wastes" or as "dangerous wastes" under Chapters 70.105 or 70.105A RCW, or special wastes as defined in WAC 173-303, or rules and regulations thereunder. 19. "Material": Solid Waste,Recyclable Materials, and Yard Waste as defined herein. 20. "Inaccessible Area": Any road that does not allow safe access, turnaround, or clearance for the Contractor's collection vehicles. 21. "Mobile Cart": A movable container that holds at least 60 gallons of Solid Waste, with a hinged-lid with a tight fit, thick skinned one-piece balanced weight body that sets on tires, which may be picked up at Curbside with a hydraulic dumping mechanism. The Director may approve Contractor use of alternative sizes of Mobile Carts. 22. "Party" or "Parties": The City of Kent, Washington; and Waste Management of Washington, Inc. d/b/a Tri-Star Disposal. SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-3 (Btwn. City of Kent and Waste Management,Inc.-February 7,2001) 23. "Processor": The Recycling Processing Center(s) designated from time to time by the Contractor to process and market Recyclable Materials, to be separated as determined by the Contractor. 24. "Recyclable Materials": Waste materials generated in the City of Kent capable of reuse from a waste stream as designated by the Director, including but not limited to sorted or unsorted newsprint, glass, aluminum, ferrous and nonferrous cans, plastic materials, mixed paper, and cardboard accumulated and intended for recycling or reuse and collection by the Contractor. The term Recyclable Materials is more specifically defined in section 3.5.5. This term excludes all hazardous wastes and solid wastes intended for disposal in a landfill, incinerator, or interim solid waste disposal facility under WAC 173-304. All Recyclable Materials intended for collection by the Contractor shall remain the responsibility and ownership of the Customer until such Materials as contained in designated containers for Recyclable Materials are placed out for collection for the Contractor. Such Materials then become the responsibility and property of the Contractor subject to the right of the Customer to claim lost property of value. Unless otherwise noted, the term Recyclable Materials shall include Yard Waste. 25. "Residential Customers)": Customers dwelling in one-unit houses, mobile homes, and multi-family residences containing no more than four (4) dwelling units such as duplexes, tri- plexes, and four-plexes which are within Contractor's Service Areas. 26. "Service": Any and all matters and things that are required to be done, kept, performed and furnished under this Contract. 27. "Solid Waste": Shall be as defined by RCW 70.95.030 and WAC 173-304-100(73), and shall not include sludge from waste water treatment plants, septage from septic tanks, extremely hazardous waste, hazardous waste, dangerous waste, special waste, and problem wastes as defined in WAC 173-304 and 173-303, and RCW 70.105 and 70.105A. 28. "Solid Waste Utility": The City system of Solid Waste handling under Chapters 35.21 and 35.67 RCW and the Kent City Code. 29. "Work": Work includes those tasks to be performed consisting of the collection, disposal and/or processing of all Solid Waste and Recyclable Materials accumulated in the City. Work excludes all hazardous waste. 30. "WUTC": The Washington Utilities and Transportation Commission. 31. "Yard Waste": Compostable organic Material including leaves, grass, branches, brush, flowers, tree wood waste, and other biodegradable waste that may be designated by the Director, which is intended for recycling or reuse. Yard Waste includes limbs and branches not over four (4) inches in diameter or four (4) feet in length. Yard Waste does not include animal waste, rocks, dirt, significant amounts of sod, and demolition debris such as concrete, wall board, lumber or roofing material, except incidental amounts. SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-4 (Btwn.City of Kent and Waste Management,Inc.-February 7,2001) ARTICLE 2 General Provisions 2.1 Term. The term of this Contract shall be for a period of ten (10) years commencing on the 1 st day of April 2001 and terminating after ten (10) years on March 31, 2011. 2.2 Work to be Performed. Subject to preemptive federal or state law, and the Solid Waste Disposal Agreement Between King County and the City of Kent, dated December 31, 1986, the work to be performed consists of the Contractor's exclusive right to collect, haul and transport Solid Waste, Recyclable Materials, and Yard Waste as defined herein and in Kent City Code Chapter 7.03, as amended, from those Residential and Commercial Customers as defined in Contractor's Service Areas for Solid Waste disposal and/or delivery to Recyclable Materials processing centers for the term of this Contract and in accordance with the provisions hereof, provided, however, that any areas within the City heretofore or hereafter annexed which are subject to a franchise or WUTC certificate held by third parties pursuant to RCW 35A.14.900 are hereby excluded from the terms of this Contract until such time as the City has complied with the provisions of RCW 35A.14.900 and the franchise or permit has terminated. Areas annexed to the City which are serviced by Contractor with a franchise or a WUTC certificate are subject to section 2.4 of this Contract. It is acknowledged that Contractor currently does not service a significant number of Residential Customers, if any, in Contractor's Service Areas; however, Contractor acknowledges that Residential Customers may be added to Contractor's Service Areas as the City annexes areas into the City, at which time the provisions of this Contract relating service to Residential Customers shall apply. It is further acknowledged that this Contract is not intended to impose substantive standards affecting the price, route or service of "property," as that term is defined by federal and state laws. In the event a court decision is issued or legislation enacted which affects the legal definition of "property," as that term is used in the Federal Aviation Administration Authorization Act of 1994 and as considered in AGG Enterprises, Inc. v. Washington County, No. CIV. 99-1097-KI, 2000 WL 361892 (D. Or.), and, as a result, limits the City's ability to enforce the exclusive rights granted under this Contract, the Contractor may provide collection services as to that "property" as a service excluded from this Contract. 2.3 Minimum Level of Service and Self Haul. Pursuant to Kent City Code Chapter 7.03, all persons and property shall be subject to and responsible for the minimum level of service and associated charges for service for residential and commercial solid waste, and residential and commercial multi-family recyclable materials, as applicable, whether or not such persons or property use the service, except as otherwise provided for in Chapter 7.03. Contractor's exclusive right granted herein shall not limit the right of waste generators to collect, transport, process, store and dispose of any Solid Waste, Recyclable Materials, or Yard Waste generated solely from their specific property, nor shall it limit waste generators' rights to contract with third parties (e.g., landscape or yard maintenance companies) to transport, process, store and dispose of Yard Waste so long as the third party's treatment of Yard Waste is incidental to the service the third party is providing the resident. With the exception of self hauling by waste generators and the City's contractors and agents, no other use of, or scavenging of, collected Materials is permitted without the permission of the City. SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-5 (Btwn. City of Kent and Waste Management,Inc.-February 7,1001) 2.4 Annexation. If, during the life of this Contract, additional territory is added to the City through annexation within which the Contractor has an existing WUTC certificate or other franchise for collection and/or disposal of Solid Waste, Recyclable Materials and/or Yard Waste at the time of annexation, the Contractor shall make collection in such annexed areas in accordance with the provisions of this Contract at the unit prices set forth in this Contract. The City acknowledges that equipment, such as trucks, carts, and containers, may take time to procure and, therefore, shall not penalize the Contractor for delays in the provision of services to annexed areas due to procurement delays that are not within the reasonable control of the Contractor. In the event the City annexes areas within which the Contractor has an existing WUTC certificate or other franchise for collection and/or disposal of Solid Waste, Recyclable Materials and/or Yard Waste, the Contractor agrees, by accepting this Contract from the City, that the certificate or franchise applicable to the annexed areas shall be deemed canceled on the effective date of the annexation, and the City shall notify the WUTC to that effect as required under RCW 35A.14.900. The Contractor shall continue to service the areas it previously served in the newly annexed areas under the terms and conditions set forth in this Contract and waives any and all claims or rights for compensation and/or damages for loss of franchise, business, or facilities as outlined in RCW 35A.14.900 from the City, its agents, officers or assigns arising out of the cancellation of the previous permit or franchise. The Contractor shall serve its Service Areas in the newly annexed areas for a term of not less than ten (10) years from the date of annexation, and the City, pursuant to RCW 35A.14.900 and as required by said statute, shall not extend similar or competing services to the annexed territory for a period of ten (10) years after the date of annexation, except upon a proper showing of inability or refusal of Contractor to adequately service newly annexed territory. The right granted hereunder to serve newly annexed territory for a term of ten (10) years from the date of annexation shall require such service to be in accordance with the terms of this Contract even if the Contract has otherwise expired. This Contract is in lieu of a franchise as provided in RCW 35A.14.900. The Contractor expressly waives and releases its right to claim any damages or compensation from the City, its officers, agents or assigns arising out of the cancellation of any pre-existing certificate or franchise held by the Contractor prior to annexation and, further, specifically waives the right to receive any additional compensation or any rights of collection in the newly annexed territory other than the compensation for services contained in this Contract. Contractor expressly waives and releases any claim to territory which it is not currently servicing as of the date of execution of this Contract, as well as of territory it is not servicing in any future annexed areas as of the date of such annexation, except for territory acquired through mergers and/or acquisitions. Both parties agree that in the event the City should elect to acquire Contractor's rights of collection prior to the expiration of the ten (10) year period subsequent to annexation, the City will pay fair market value for the franchise, business or facilities acquired as outlined in RCW 35A.14.900. That payment shall satisfy any and all damages suffered or claims made by Contractor. Otherwise, nothing in this Contract is intended to preclude Contractor from reactivating its WUTC certificate rights should the City at any time cease to assert its control over the collection and/or disposal of Solid Waste, Recyclable Materials and/or Yard Waste. In such event, Contractor shall not be entitled to any damages or compensation from the City for loss of Service Areas should the WUTC not grant Contractor the Service Areas set forth in this Contract. SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-6 (Btwn.City of Kent and Waste Management,Inc.-February 7,2001) If, during the life of the Contract, additional territory is added to the City through annexation within which the Contractor does not have an existing WUTC certificate or other franchise for collection and/or disposal of Solid Waste, Recyclable Materials and/or Yard Waste, in such event and upon notice from the City, Contractor agrees to make collections in such annexed areas in accordance with the provisions of this Contract at the unit price set forth in this Contract. The City acknowledges that equipment, such as trucks, carts, and containers may take time to procure for distribution and, therefore, shall not penalize the Contractor for delays in the provision of services to annexed areas covered by the paragraph, due to procurement delays that are not reasonably within the control of the Contractor. 2.5 Contractor to Make Examination. The Contractor shall undertake its own examination, investigation, and research regarding the proper method of doing the Work, and all conditions affecting the work to be done; the labor, equipment, and materials needed; and the quantity of the work to be performed. The Contractor agrees that it is satisfied by its investigation and research regarding all of such conditions, and that its conclusion to enter into this Contract is based upon such investigation and research, and that it shall make no claim against the City because of any of the estimates, statements, or interpretations made by any officer or agent of the City which may prove to be in any respect erroneous. The Contractor assumes the risk of all conditions foreseen or unforeseen and agrees to continue the work without additional compensation under whatever circumstances that may develop other than as herein provided. ARTICLE 3 Operations 3.1 Collection. 3.1.1 Route Map and Route Chap. For any residential collection work performed under this Contract, the Contractor shall show, on a map furnished to the Director, the day of the week when Solid Waste, Recyclables, and Yard Waste shall be collected from each area or route. The Contractor may change the day of collection giving notice to the Director and the Customers. Routing changes must include a new route map. 3.1.2 Collection Schedule. Residential pickups shall be made Monday through Friday from 7:00 a.m. to 4:00 p.m., unless otherwise approved by the City in writing. Commercial pickups may take place at any time deemed appropriate by Contractor so long as the Contractor's operation does not disturb Residential Areas; provided, however, the Director shall have authority to make final approval, which approval shall not be unreasonably withheld. The Director may reverse the decision with regard to the suitability of the collection hours at any time, and such decision shall take effect seven (7) days after written notice is sent to the Contractor. At a minimum, the Contractor shall make one Solid Waste collection per week from Residential Customers, unless otherwise approved by the Director, and shall maintain a regular schedule, as approved by the Director, for Recyclable Materials and Yard Waste collection from Residential Customers. Residential collection shall be at Curbside with the exception of Customers with physical disabilities as provided for in section 3.3.2. SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-7 (Btwn. City of Kent and Waste Management,Inc.-February 7,2001) Collection for Commercial Customers at buildings, places of business, or premises where Solid Waste, Recyclable Materials, and Yard Waste are accumulated or generated shall be made daily if necessary, but in no event less than once per month (Saturday and Sunday optional to Contractor), or as requested; provided, however, the Director shall have authority to make final approval, which approval shall not be unreasonably withheld. The Contractor shall comply with reasonable requirements of Customers with respect to security, location of containers and frequency of removal. 3.1.3 Collection at City-Owned Sites. The Contractor agrees to provide for the collection, removal, and disposal or processing of Solid Waste, Recyclable Materials, and Yard Waste from City-owned and occupied buildings used only for governmental purposes and from City parks within Contractor Service Areas of the City. Such collection, removal and disposal or processing shall be without charge to the City,provided that the Solid Waste, Recyclable Materials, and Yard Waste are placed in containers conveniently located for collection. Appendix B lists current City-owned buildings and parks to which this section applies. The Contractor further agrees to service all City sidewalk containers in the Contractor's Service Areas as often as needed, and at least once a week. Appendix B includes a map with the locations of current City sidewalk containers. Additions, deletions or changes in collection from City-owned buildings, parks and sidewalk containers shall be subject to change as directed by the City. The Director may waive the requirements of this section under special circumstances. 3.1.4 Holiday Schedule. The Contractor shall designate the holidays to be observed under this Contract. The Contractor shall determine the schedule to be worked if the holiday falls on a regular collection day. The Contractor shall provide the City with notice in writing of the change in collection schedule at least thirty (30) days prior to the holiday. The Contractor shall arrange to have the schedule published in a newspaper of general circulation within the corporate limits of the City. Unless attributable to circumstances beyond Contractor's reasonable control, deviation from the published schedule shall be subject to liquidated damages provided in section 3.7.3 3.1.5 Inclement Weather. When weather conditions are such that continued operation would result in danger to collection staff, area residents or equipment, the Contractor shall collect only in areas that do not pose a danger. The Contractor shall determine when inclement weather prevents the Contractor from providing service on a regularly scheduled collection day. The Contractor shall notify the City as soon as possible of the delay in the collection schedule and shall notify radio stations of the delay including, but not limited to, KIRO 710 AM, KING 1090AM, and KOMO 1000AM. The Contractor shall also notify the City when collections can resume and shall make such notice prior to resuming collections. For Customers with weekly collection service, the Contractor shall then make collection on the next regularly scheduled collection day for the Customers whose collection was missed. For Customers with collection services less frequent than weekly, Contractor shall make collection within one week of the missed scheduled collection date, unless otherwise approved by the Director. When service is resumed, the Contractor shall pick up additional Solid Waste, Recyclable Materials, and Yard Waste, up to the maximum volume the Customer would have left for collection during the interval when collections were missed, at no additional cost, and shall empty temporary receptacles, to the SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-8 (Btwn.City of Kent and Waste Management,Inc.-February 7,2001) extent practicable, that Customers have used when the regular Solid Waste and Recyclable Materials containers have been filled. On inclement weather days where Contractor is prevented from providing service on regularly scheduled collection days, Customers shall have the option of taking their Solid Waste to a King County Transfer Station. In these self-help cases, the Customer shall be entitled to an adjustment to the Customer's collection fee upon submittal by the Customer to the Contractor of a dump fee receipt. The amount of the adjustment will correspond to the normal rate structure and shall be calculated for the number of pickups for which service was provided by the Customer and not by the Contractor. The adjustment shall be deducted from the Contractor's next billing to the Customer. 3.1.6 Missed Collections and Special Collections. Adequate provision shall be made by the Contractor to provide special collections when Solid Waste, Recyclable Materials, or Yard Waste have not been collected due to Contractor error during the regularly scheduled trip. Special pickups for missed collections shall be made by the Contractor when ordered by the Director or his representative at no cost to the City and at no additional cost to the Customer, except for misses caused by Customer error. If the Contractor fails to provide a special pickup within twenty-four (24) hours of notification by the Director or his representative (weekends excepted), the Director or his representative may cause the work to be done by City personnel. The Contractor shall pay liquidated damages for late special pickups ordered by the Director, or for failure to perform special pickups as provided for in section 4.7.3. The time count for assessing liquidated damages shall begin at the time of the notification by the Director or his representative. Should the City cause the work to be done by City personnel, the City shall charge the Contractor an additional $70 for each such pickup. 3.1.7 Solid Waste, Recyclable Materials, or Yard Waste Left Behind by Contractor. For residential work performed under this Contract, the Contractor must affix a tag to containers of Solid Waste, Recyclable Materials, or Yard Waste left purposely to indicate why they were not picked up. The tag must notify Customers of the reason(s) the containers were not emptied or collected and indicate possible remedies. After three successive denied collections, the Contractor shall also notify the City of the address where the Solid Waste, Recyclable Materials, or Yard Waste were not emptied or collected. Failure to notify Customers or the City may incur liquidated damages as provided in section 4.7.3. 3.1.8 Semiannual Clean-Up Weeks and Special Events. Pursuant to Kent City Code Chapter 7.03, the Contractor shall provide collection services as required by the City for the City's semiannual clean-up weeks for Residential Customers. Each January, the Contractor shall pick up Christmas trees from the Commercial Multi-family and Residential Customers within Contractor's Service Areas. Said services shall be provided at no additional cost to the City or the Commercial and Residential Customers. The Contractor shall also provide collection for special events as requested by the City. Charges for such services shall be determined through negotiations between the City and the Contractor based on the extent of service to be performed. SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-9 (Btwn.City ojKent and Waste Management,Inc.-February 7,2001) 3.2 Solid Waste and Recyclable Materials Containers. 3.2.1 Residential Solid Waste Containers. At the election of each Residential Customer, the Contractor shall provide one sixty-four (64) or ninety-six (96) gallon "Mobile Cart" for the storage and collection of Solid Waste. The Contractor shall provide stickers or another identification method for differentiating among the Solid Waste, Recyclable Materials, and Yard Waste Mobile Carts. Nothing contained herein shall prohibit any Customers from providing their own Garbage Cans in lieu of using the Contractor's Mobile Carts, provided said container is compatible with the Contractor's equipment; in such cases the Customer shall be responsible for container maintenance. 3.2.2 Residential Recycling Containers. Contractor shall provide each Residential Customer with a recycling container(s) and utilize a collection/sort program as approved by the Director. If it is possible for a Customer to reduce the size of the Solid Waste container when installing a container for Recyclable Materials, the Contractor shall supply the appropriate size Solid Waste container. 3.2.3 Residential Yard Waste Containers. Contractor shall provide each Customer with the opportunity to utilize either a Customer-owned Yard Waste container, subject to Contractor approval, or to rent a Contractor-owned, Director approved, Yard Waste container. The maximum volume of Yard Waste per Customer per collection day will be limited to ten (10) units. One (1) Contractor provided ninety-six (96) gallon container, plus seven (7) units, is equivalent to ten (10) units. A Garbage Can, cardboard box, bundle or Kraft paper bag with a capacity not exceeding thirty-two (32) gallons in volume (approximate) and weighing no more than sixty-five (65)pounds when full, will constitute one (1) unit. 3.2.4 Commercial Containers. The Contractor shall provide Commercial Customers with appropriate containers for Solid Waste, Recyclable Materials and Yard Waste. Solid Waste containers shall be separately identifiable from Recyclable Materials and Yard Waste containers. The Commercial containers for Recyclable Materials shall be serviced by the Contractor on a scheduled or an on-call basis with a once-per-month minimum. 3.2.5 Containers Generally. All containers supplied by Contractor shall remain the property of the Contractor. In the event a Contractor-supplied container(s) is damaged, destroyed, lost or stolen, Contractor shall, within seven (7) calendar days, replace the container(s) at no cost to the Customer. If damage, destruction or loss to any Contractor-supplied container is due in whole or in part to the Customer's negligence, then the Contractor may seek compensation from the Customer for that damage, but only to the extent of the Customer's negligence or contributory fault. In the event a Customer-supplied container(s) is damaged, destroyed or lost and if that damage, destruction, or loss is due in whole or in part to the Contractor's negligence, Contractor shall, within seven (7) calendar days, repair or replace the container(s) at no cost to Customer. The location of Mobile Carts or containers shall be agreed upon between the Contractor and the Customer, provided that the location shall be consistent with the provisions of SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-10 (Btwn.City of Kent and Waste Management,Inc.-February 7,2001) all City ordinances and at a minimum will be placed so as to avoid any hazard to the public both while on the Customer's premises and while being serviced by the Contractor. 3.3 Contractor Service. 3.3.1 New Customers. Upon becoming aware of a new Residential or Commercial Customer in the City, the Contractor shall provide Services to the new Customer within seven (7) days. If the Contractor is unable to provide the size of container ordered by the Customer within seven (7) days, the Contractor may temporarily provide the Customer with any size container, provided, however, the service provided to the Customer and the rate charged shall be commensurate with the size of the container ordered. Temporary containers shall be delivered within seven(7) days. See section 2.4 for information regarding annexations. 3.3.2 Special Disabled Service. The Contractor shall provide Special Disabled Service to Residential Customers that are unable to move their containers for Solid Waste, Recyclable Materials or Yard Waste to the Curbside due to physical handicap, disability, or infirmity. The Contractor shall provide applications for Special Disabled Service to each Residential or Commercial Customer within fourteen (14) days of commencing Service and within seven (7) days of the Contractor becoming aware of any new Customers. The Contractor shall visit the residential or commercial establishment of applicants and shall screen applicants to determine legitimate need. Standards for legitimate need shall be determined by the City in consultation with the Contractor. The Contractor shall provide Special Disabled Service in cases where no employee of the Customer is physically able to move the Mobile-Cart(s) to the Curbside. In any case, the Contractor shall not be required to provide this service to more than five (5) percent of Residential and Commercial Customers. The Contractor will not be required to enter any commercial establishment in the course of providing Special Disabled Service. 3.4 Hauling and Disposal of Solid Wastes. 3.4.1 Responsibility for Spills. The Contractor shall practice caution in the loading and transportation of Solid Wastes so that any leaking, spilling or blowing is prevented. The Contractor shall immediately, or upon notice from the City, clean up any spills. 3.4.2 Delivery to Disposal Site. The Contractor shall deliver at its cost all Solid Waste collected, except Hazardous Waste, under this Contract to the disposal sites approved by the City or designated in the King County Comprehensive Plan. The Contractor may seek adjustment in rates as a result of City designation of disposal sites in accordance with section 5.4. Upon request from the City, the Contractor shall furnish written evidence that it has necessary approvals and permits to utilize any site chosen for the duration of this Contract. The Contractor shall operate under applicable rules and regulations that may be a part of using such facilities for the disposal of Solid Waste. The Contractor shall not knowingly collect materials that violate the law or applicable Federal, State or County guidelines. SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-11 (Btwn.City of Kent and Waste Management,Inc.-February 7,2001) 3.4.3 Hazardous Materials. Unless otherwise agreed upon pursuant to Section 3.5.2, under no circumstances shall the Contractor knowingly deliver to King County disposal sites and County Facilities any Hazardous Waste. Because violation of this section is cause for immediate termination of the City's agreement with the County, the Contractor shall be held strictly liable for any damages caused to the City due to the knowing violation of this section. Termination of the City's agreement with the County shall not terminate the Contractor's strict liability to the City and the County for knowing violation of this section. All Solid Waste or Recyclable Materials delivered by the City through its Contractor to King County disposal or processing County Facilities shall be in compliance with the Federal Resource Conservation and Recovery Act, as amended; RCW Chapter 70.95; King County Board of Health Rules and Regulations No. VIII, as amended; and all other applicable federal, state, and local environmental and health-related laws, rules, and regulations. 3.5 Recycling and Yard Waste Collection and Processing. 3.5.1 Required Services. The Contractor shall pay all costs of processing and marketing Recyclable Materials and Yard Waste. The Contractor shall deliver collected Recyclable Materials and Yard Waste to a recycling Processor selected by the Contractor with notice to the Director. The Contractor shall keep records of the tonnage of Recyclable Materials and Yard Waste collected and shall make a monthly report of the total tonnage to the City. Consistent with the King County Solid Waste Management Plan, to the extent practicable, such reports by Contractor shall include amounts of Recyclable Materials and Yard Waste by material type. Compensation received by the Contractor for Recyclable Materials and Yard Waste shall belong to the Contractor. 3.5.2 Expanded Collection, Disposal, and Recycling_ Future collection, disposal, and recycling efforts that may be implemented by the City during the Contract period include additional collection, disposal, and recycling of other Materials not previously being collected, disposed, or recycled under this Contract. Such Materials include but are not limited to dangerous and hazardous wastes, used oil, batteries, and other waste. If such materials are to be collected, disposed, or recycled, the City agrees to negotiate rates with the Contractor to cover such additional services. 3.5.3 Landfill and Incineration Prohibited. All uncontaminated Recyclable Materials and Yard Waste must be transported and delivered to a Processor as designated by the Contractor in consultation with the City. Without the express written consent of the Director, the Contractor is prohibited from landfill disposal or incineration of collected uncontaminated Recyclable Materials and Yard Waste. Violation of this provision may result in liquidated damages consistent with section 4.7.3 or may be cause for termination of this Contract. 3.5.4 Material Delivery Standards. The Contractor shall endeavor in good faith to deliver Recyclable Materials that meet industry quality standards; permitted contamination levels shall be based on current industry standard requirements and applicable Federal and State regulations and may change from time to time as market conditions change. SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-12 (Btwn.City of Kent and Waste Management,Inc.-February 7,2001) 3.5.5 Eligible Recyclable Materials. Materials to be collected include glass, cans, plastic, mixed paper, cardboard, newspaper and Yard Waste, at standards and levels of contamination determined by the Contractor and the Processor and pursuant to applicable Federal and State regulations. 3.5.6 Yard Waste. The Contractor shall provide for Yard Waste service as follows: (i) Residential. The Contractor shall collect residential Yard Waste, which shall include grass, clippings, leaves, pruning, branches (cut to less than four feet and under four inches in diameter), brush, garden material, weeds, and tree limbs (also cut to less than three feet), together with any other materials that the City and Contractor mutually determine to be recyclable and which are acceptable at the Yard Waste Processor. Materials may be bundled with cotton or other similar organic string only. Acceptable containers for Yard Waste include Garbage Cans with handles, Kraft paper bags capable of supporting their contents, or sturdy cardboard boxes capable of supporting their contents, with a capacity not exceeding thirty-two (32) gallons in volume (approximate) and weighing no more than sixty-five (65)pounds when full (ii) Commercial. The Contractor shall provide participating Commercial Customers with a brochure outlining what Yard Waste materials are acceptable for collection and how the materials are to be prepared and placed for collection. Educational and promotional activities shall be the responsibility of the Contractor. The Contractor shall use its best efforts to make the program successful. (iii) Other. The Contractor shall dispose of Yard Waste pursuant to KCC 7.03.045 or as authorized by the Director. The Contractor shall cooperate with the City in providing Yard Waste statistics and reports as required by King County Ordinance 9928. Nothing in this section shall prohibit Customers from composting Yard Waste. 3.6 Local Improvements. The City reserves the right to construct any improvement or to permit any such construction in any street or alley in such manner as the City may direct, which may have the effect of preventing the Contractor from traveling any accustomed collection route or routes for limited periods of time. The Contractor shall, however, by whatever method selected, continue to collect Solid Waste, Recyclable Materials, and Yard Waste to the same extent as though no interference existed upon the streets or alleys formerly traversed to the extent practicable. This shall be done without extra cost to the City. 3.7 Contractor's Office. The Contractor shall maintain an office which shall include telephones and such attendants as may be necessary to handle Customer requests for service, complaints, orders for special service or instructions from the Director. The Contractor's office shall be in operation between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday. During nonbusiness hours, the Contractor shall provide a telephone response answering machine with a recording or employ an answering service. The recording or answering service shall involve a local rather than long-distance telephone call for the Customer and shall state the days and hours the Contractor is open for business. SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-13 (Btwn.City of Kent and Waste Management,Inc.-February 7,2001) 3.8 Contractor's Records and Audit. 3.8.1 City Access to Contractor Records. The Contractor agrees to maintain such documents and records as required by the City with respect to hauling routes, tonnage recycled or disposed of, and related documentation and any books, documents, papers and records that are directly pertinent to performance of Work under this Contract, excluding financial information and other proprietary information, except to the extent necessary to perform and complete any audit pursuant to Section 5.6. The Contractor shall allow the City or any of its duly authorized representatives access to all such documents and records for the purpose of confirming information reportable under Section 3.8, or pursuant to an audit under Section 5.6, and at reasonable times during the term of the Contract and for two years thereafter for inspection and copying. The Contractor shall include this clause in its contracts with any and all subcontractors, such that the City shall have similar access to subcontractor documents and records. The Contractor and subcontractors shall maintain an adequate system of books and records capable of review; financial audit, as required pursuant to the provisions of this Contract; and copying in order for the City to verify the accuracy of any such records, provided, however, that the City shall not disclose information which may reasonably be construed to be confidential and if divulged may seriously jeopardize the Contractor's competitive position. 3.8.2 Compliance with Law, Documentation; Confidential Business Records. The Contractor, its officers, employees, agents and subcontractors shall comply with applicable federal, state, county, regional or local law, statutes, rules, regulations or ordinances, including those of agencies having jurisdiction over the Contractor's performance under the Contract. The City shall have the right 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 applicable law in performance of Work under this Contract, except for correspondence or other documents protected by an attorney-client privilege. The Contractor may designate documents as confidential business records. If so designated, those documents shall be inspected by an independent accountant or other third party designated by the City and approved by the Contractor, acting reasonably; the third party selected shall determine whether the documents are relevant to the Contractor's compliance with applicable law. If the third party determines that the documents are relevant, the City may inspect and copy the documents. For documents that contain both relevant and irrelevant information, the third party may delete any irrelevant information. The third party may at the Contractor's discretion be required to sign a reasonable confidentiality agreement. The requirement of this section shall survive the expiration of the Contract. All unresolved disputes arising under this section that do not rise to the level of a Category A Dispute shall be resolved in accordance with section 4.7.4. 3.8.3 Disclosure Demands. In the event of any demand or claim against the City for disclosure of the Contractor's records under Chapter 42.17 RCW, the City shall notify the Contractor. The Contractor may request nondisclosure, and the City may at its discretion tender defense of the demand or claim to the Contractor. The Contractor shall pay all costs associated with such defense, including attorney fees or other costs that may be awarded to the person seeking disclosure. SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-14 (Btwn. City of Kent and Waste Management,Inc.-February 7,1001) 3.8.4 Monthly Reports. The Contractor shall furnish to the City monthly reports within thirty(30) days of the end of each month showing the number of tons of Solid Waste hauled by the Contractor to the disposal site during the previous month. Separate records showing tonnage of Recyclable Materials and Yard Waste hauled to Yard Waste Processors shall be reported to the City monthly, in accordance with section 3.5.1. Separate reports shall be submitted showing collection of Solid Waste, Recyclable Materials, and Yard Waste from City facilities. 3.8.5 Dump Receipts. The Contractor shall keep records of Solid Waste collected and charges therefor. Copies of dump receipts shall be maintained by the Contractor and provided to the City upon request. The original dump receipt shall remain in the Contractor's office as part of its permanent records. 3.8.6 Customer Count. The Contractor shall provide the City with a Customer count by the type of Customer, whether Residential or Commercial. 3.8.7 Complaint Log. A daily log of complaints shall be maintained. A copy of the complaint log and any vehicle logs shall be submitted to the City when requested, provided, however, Contractor shall provide quarterly to City a summary of the complaint log. 3.9 Contractor's Employees. 3.9.1 Demeanor. The Contractor shall require its employees to be courteous at all times. The Contractor's employees shall not use loud or profane language and shall do the Work in Residential and Commercial Areas as quietly as possible. Specific questions as to service rates or changes of existing service should be referred to the Contractor's offices and not handled by collection personnel. 3.9.2 Collection Procedures. Collection personnel, in collecting Solid Waste, Recyclable Materials, and Yard Waste shall follow the regular walks for pedestrians while on private property, returning to the street or alley after replacing the empty containers. They shall replace all container covers and close all gates opened by them. Collection personnel shall not trespass or loiter, cross property to adjoining premises, or meddle with property that does not concern them. 3.9.3 Skills. All Contractor's employees shall be competent and skilled in the performance of the Work to which they may be assigned. Failure or delay in the performance of this Contract due to the Contractor's inability to obtain employees of the number and skill required shall constitute a default of the Contract. Should an employee be deemed unsatisfactory by the City, such judgment shall be related in writing to the Contractor. The Contractor will have thirty (30) days to correct the situation to the City's satisfaction. This paragraph shall not interfere with any union contract between the Contractor and any employee or union representatives. SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-15 (Btwn. City afKent and Waste Management,Inc.-February 7,2001) 3.10 Contractor's Equipment. 3.10.1 Collection Vehicles. The Contractor shall provide an adequate number of Solid Waste , Recyclable Materials, and Yard Waste collection vehicles. The vehicles shall be of a type designed and manufactured for (1) the collection of Solid Waste (including the capability of servicing Mobile Cart containers), and of (2) the collection of Recyclable Materials and Yard Waste. 3.10.2 Collection Vehicle Maintenance. Collection vehicles shall be kept in good repair, appearance and sanitary condition at all times. All collection vehicles shall be thoroughly washed and cleaned at least once per week. Each collection vehicle shall have the Contractor's name and telephone number and an identifying number clearly visible on each side of each vehicle, and the identifying number on the rear. No advertising shall be permitted other than the name of the Contractor. The Contractor shall not use a firm name containing the word "City" or any other words implying municipal ownership. Areas used by the Contractor for the storing, parking or repair of collection vehicles within in the City shall be kept in a clean and orderly condition. Any equipment found not to comply with the standards delineated in this section shall be taken out of service and brought up to standards before being placed back in City service. 3.10.3 Equipment Ownership. All vehicles, facilities, equipment and property used in the performance of this Contract shall be wholly owned by the Contractor, provided, leasing or rental agreements shall be allowed and conditional sales contracts, mortgages, or other contractual arrangements for financing the purchase of such vehicles and equipment shall be allowed. 3.11 Illegal Weights. The Contractor shall not be required to haul detachable containers or drop boxes that are overloaded or filled to a weight which exceeds the legal weight limit. The Contractor may, at its option, require the Customer to remove the excess, or the Contractor may remove the excess itself and charge the cost of removal to the Customer. ARTICLE 4 Guarantees, Insuranfe and Defaults 4.1 Violation of Ordinance. The Contractor shall report in writing to the Director any observed violation of the provisions of this Contract, Kent City Code Chapter 7.03, or of other relevant city code provisions providing for and regulating the collection, removal and disposal or processing of Solid Waste and Recyclable Materials. The Director shall cause an investigation of the report and, upon receipt of the findings, take appropriate action to obtain compliance with said ordinances. 4.2 Indemnification. 4.2.1 Contractor's Indemnification of City. Except as expressly provided in this section, the Contractor shall at all times during the term of the Contract indemnify, hold harmless SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-16 (Btwn.City of Kent and Waste Management,Inc.-February 7,2001) and defend the City, its elected officials, officers, employees, agents and representatives from and against any and all losses, damages, costs, charges, expenses, judgments and liabilities, including attorney fees (collectively, "losses"), directly or indirectly resulting from, arising out of, or related to any occurrence, conduct, or operation ,including, but limited to, negligent or willful misconduct of or by the Contractor in performing Work under this Contract, including but not limited to one or more claims described in section 4.2.2. The indemnity provided in this section shall not apply to losses to the extent attributable to the negligence or intentional acts of the City, its agents or employees. 4.2.2 Claims Subject to Indemnification. The term "claims" as used in this section means all claims, lawsuits, causes of action, damages, penalties, charges, judgments, losses, liabilities of any character or kind and other legal actions and proceedings of any nature, whether or not asserted in a judicial forum, including but not limited to claims, lawsuits, causes of action, and other legal actions and proceedings involving bodily or personal injury or death of any person or damage to any property(including but not limited to persons employed by the City, the Contractor or any other person and all property owned or claimed by the City, the Contractor, any affiliate of the Contractor or any other person) that are in any way connected with: a. The performance or nonperformance of any provision or requirement of the Contract by the Contractor, its officers, employees, subcontractors, agents or servants; b. Any act or omission of the Contractor, its officers, employees, subcontractors, agents or servants at any of the County Facilities; or C. The failure of the Contractor, its officers, employees, subcontractors, agents or servants to comply in any respect with the provisions and requirements of all applicable permits, licenses, laws, statutes, regulations, ordinances, codes, orders and all other legal requirements of federal, state, regional, County and local government entities and agencies having jurisdiction over the County Facilities or relevant activities of the Contractor. 4.2.3 City Liability to Contractor. The City shall not be liable to the Contractor for, and the Contractor hereby releases the City from, all liability for any injuries, damages or destruction to all or a part of any property owned or claimed by the Contractor that directly or indirectly results from, arises out of or is related to the Services under this Contract, except to the extent that liability as between the City and the Contractor arises from the negligence or intentional acts of the City, its agents or employees. 4.2.4 Notice to Contractor; Defense. In the event an action is brought against the City for which indemnity may be sought against the Contractor, the City shall promptly notify the Contractor in writing. The Contractor shall have the right to assume the investigation and defense, including the employment of counsel and the payment of all expenses. On demand of the City, the Contractor shall at its own cost and expense defend, and provide qualified attorneys acceptable to the City under service contracts acceptable to the City to defend, the City, its officers, employees, agents and servants against any claim in any way connected with the events described in section 4.2.2. The City shall fully cooperate with the Contractor in its defense of the City, including consenting to all reasonable affirmative defenses and counterclaims asserted on behalf of the City. SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-17 (Btwn. City of Kent and Waste Management,Inc.-February 7,1001) The City may employ separate counsel and participate in the investigation and defense,but the City shall pay the fees and costs of that counsel unless the Contractor has agreed otherwise. The Contractor shall control the defense of claims (including the assertion of counterclaims) against which it is providing indemnity under this section, and if the City employs separate counsel, the City shall assert all defenses and counterclaims reasonably available to it. 4.2.5 Applicability of RCW 4.24.115. If a court of competent jurisdiction determines that the Contract is subject to RCW 4.24.115, the Contractor's liability to indemnify the City for liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from the concurrent negligence of the Contractor and the City shall be limited to the Contractor's negligence. 4.2.6 Indemnification for Claims of Contractor's Employees. It is further specifically and expressly understood that the indemnification provided in this section extends to suits against the City for injuries sustained by any person directly or indirectly employed by the Contractor. However, the City shall assert in any claim made by a person employed by the Contractor that the employee's remedy is limited to that provided under applicable workers' compensation statutes. 4.2.7 Royalties; License Fees; Patents. The Contractor shall pay all royalties and license fees, shall defend all suits or claims or any patent infringements that may occur in the performance of the Contract and shall hold the City harmless from any loss on account thereof. 4.2.8 No Indemnity Waiver. With respect to claims against the City, its officers, agents and employees, by an employee of the Contractor for any injury, sickness or death suffered by the employee which is caused by or arises out of the Contractor's exercise of rights or privileges granted by this Contract, Contractor agrees that it will not rely on its immunity under industrial insurance, Title 51 RCW, as a release or as ground for avoiding the Contractor's obligations to hold harmless, indemnify and defend the City as provided for in this section, and agrees to waive such immunity. This waiver is mutually agreed to by the parties. The provisions of this section shall survive termination or expiration of the Contract. 4.2.9 Indemnification Surviving Termination. The indemnification provisions of section 4.2 shall survive termination of this Contract. 4.3 Damage to Property. 4.3.1 If any City property of any kind is damaged by reason of the Contractor's operations under this Contract, the Contractor shall repair or replace the same after being notified in writing of the damages, or if the Contractor fails to do so promptly, the City may cause repairs or replacements to be made, and the cost of doing so shall be paid by the Contractor to the City. 4.3.2 The City shall not be liable to the Contractor for any loss or damage, except to the extent of any loss or damage occurring as a result of the negligence or willful misconduct of the City, its elected officials, officers, employees or agents. SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-18 (Btwn. City of Kent and Waste Management,Inc.-February 7,2001) 4.3.3 The Contractor shall not be liable to the City or any other person for the damage done to privately owned Solid Waste or Recyclable Materials containers other than loss or damage occurring directly as a result of negligence or carelessness of the Contractor, its employees or agents. 4.4 Liability Insurance. 4.4.1 General Requirements. The Contractor at its own expense shall provide and maintain in full force and effect during the entire term of this Contract, or any renewal thereof, a policy providing for a limit of not less than $1,000,000 combined single limit bodily injury and property damage liability, including auto liability and contractors' liability. The Contractor must also provide evidence of workers' compensation insurance. The certificate of such insurance shall be filed with the City Clerk prior to the execution of this Contract and shall provide for thirty (30) days' written notice to the City of any cancellations or lapse of such policy. Coverage shall not be reduced below the limits set forth in section 4.4.3. The Contractor shall furnish the City with a certificate of insurance naming the City, its elected and appointed officials, agents and employees, as additional insureds with respect to the Contract. In the event that the City awards other Contract elements to Contractor, no additional liability insurance amount will be required. 4.4.2 Coverages of Liability Policy. The liability insurance policy and an endorsement thereto, as evidenced by the certificate of insurance, shall provide the following minimum coverages and limits and contain the following provisions: Extended Bodily Injury Employees as Additional Insureds Premises/Operations Liability(M&C) Owners' and Contractors' Protective Liability Products and Completed Operations Liability Blanket Contractual Liability Broad Form Property Damage Liability(including completed operations) Personal Injury coverage A, B and C with no employee exclusion Stop Gap or Employers' Contingent Liability Automobile Liability, incl. coverage for owned, non-owned, leased or hired vehicles Explosion, Collapse, Underground damage (referred to as "X.C.U.") 4.4.3 Minimum Limits. All coverages shall be $1,000,000 per occurrence, provided that coverage in this stated amount shall not be construed to relieve the Contractor from liability in excess of such limits. The City shall not be deemed or construed to have assessed the risks that may be applicable to the Contractor under this Contract. The Contractor shall assess its own risks and, if it deems appropriate and prudent, maintain greater limits. SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-19 (Btwn.City afKent and Waste Management,Inc.-February 7,2001) 4.4.4 Required Endorsements. The Certificate of Insurance shall include the following endorsement for additional insureds: The City of Kent is named additional insureds for all coverages provided by this policy of insurance and shall be fully and completely protected to the full extent of coverage of the policy from all claims and risks by this policy and for any and every injury, death, damage and/or loss of any sort whatsoever, including consequential damages sustained by any person, organization or corporation in connection with any activity performed by the Contractor under the provisions of that Contract between the City of Kent and Waste Management of Washington, Inc., d/b/a Tri-Star Disposal entitled Solid Waste Collection and Disposal, Recycling and Processing Contract, April 1, 2001, to March 31, 2011. The coverage shall contain no special limitations on the scope of protection afforded to the City(as defined in that Contract), its officials, employees or volunteers. The coverages provided by this policy to the City or any other named insured shall not be terminated, lapse, or be reduced in any respect without providing at least thirty(30) calendar days prior written notice by certified mail to the Director of Public Works, City of Kent, City Hall, 220 Fourth Avenue South, Kent, Washington 98032. The coverages provided by this policy shall be primary to any insurance maintained by the City of Kent. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers shall be in excess of Contractor's insurance and shall not contribute with it." 4.4.5 ACORD Form. If an"ACORD" form of Certificate of Insurance is provided to the City pursuant to this section, it must be modified in the following manner: The following wording at top of the ACORD Form shall be deleted in its entirety: "This Certificate is issued as a matter of information only and confers no right upon the certificate holder." Wording at bottom of the ACORD Form that states, "Should any of the above- described policies be cancelled before the expiration date thereof, the issuing company will endeavor to mail _ days written notice to the below Certificate holder, but failure to mail such notice shall impose no obligation or liability of any kind upon the company," shall be changed to read: "Should any of the above-described policies be canceled, lapse, or be reduced as to coverage before the expiration date thereof, the issuing company shall mail thirty (30) calendar days' prior written notice to the below-named Certificate holder and Additional Insureds, the City of Kent, by certified mail." 4.4.6 Compliance Required. Failure of the Contractor to maintain any and all of the terms of the foregoing insurance provisions shall be considered a "Category A Default" in SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-20 ("Btwn.City of Kent and Waste Management,Inc.-February 7,2001) accordance with section 4.7.1 of this Contract and cause for immediate termination at any time at the option of the City. 4.5 Payment of Claims. 4.5.1 The Contractor agrees and covenants to pay promptly as they become due all just claims for labor, supplies and materials purchased for or furnished to the Contractor in the execution of this Contract and further agrees to comply with all the provisions of federal, state, County and City laws and ordinances affecting, directly or indirectly, the subject matter of this Contract. 4.5.2 The Contractor shall provide for the prompt and efficient handling of all complaints and claims arising out of the operations of the Contractor under this Contract. The Contractor agrees that all such complaints and claims, whether processed by the Contractor or Contractor's insurer, either directly or by means of an agent, will be administered to and resolved by a person with a permanent office in the Kent-Seattle area. 4.6 Liens. 4.6.1 Authority. This Contract is in furtherance of and consistent with the City's authority under the Washington State Constitution, Chapters 35A.80, 35.21 and 35.67 RCW, and Kent City Code ("KCC") section 7.03.110. Uniformity of Solid Waste handling services, and collection of accounts for such services, is in the public interest and in the interest of the City's Solid Waste Utility. In order that the Contractor shall not be inconvenienced, or that Customers of the Contractor bear costs of the noncompliance of other Customers, KCC section 7.03.110 provides for the enforcement and collection of liens for delinquent accounts of the Contractor. KCC section 7.03.110 includes but is not limited to those rights provided in RCW 35.21.140 and RCW 35.21.150. 4.6.2 Procedure. Upon a Customer's failure to pay charges for Solid Waste collection and disposal and/or Recyclable Materials collection and processing within the time provided for in invoices issued by the Contractor, the amount thereof shall become a lien against the property for which the Solid Waste and/or Recyclable Materials collection services are rendered. The Contractor shall, within ninety (90) days of the date services were rendered or the end of the period covered by the charges, file with the County Auditor in accordance with RCW 35.21.140 a Notice of Lien in writing, identifying the delinquent account Customer, the charges due, the period covered by the charges and the legal description of the premises sought to be charged. The Contractor shall have eight (8) months from the time of filing the Notice of Lien to bring an action to foreclose the lien, in the manner and within the time prescribed in RCW 35.21.140. Prior to initiating foreclosure proceedings, the Contractor shall submit the Notice of Lien to the City Attorney for review and written approval authorizing the Contractor to commence foreclosure proceedings. The City reserves the right to prosecute the lien procedures provided for in this section, and all costs incurred by the City shall be the obligation of the Contractor. 4.6.3 Lien Foreclosure-Indemnification. The City makes no representations or warranties as to the validity of the authority granted to the Contractor to implement lien procedures SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-21 (Btwn.City of Kent and Waste Management,Inc.-February 7,2001) under this section. In exercising the authority granted in this section, the Contractor acknowledges that it is fully responsible for all procedures related to the filing and foreclosing of liens. In exercising this authority, the Contractor acts at its own risk and accepts full responsibility for all proceedings and actions taken. The City is separately and specifically indemnified and held harmless by the Contractor from any actions by the Contractor arising under this section, in addition to the indemnification rights set forth in section 4.2. This indemnification provision shall survive termination of this Contract. 4.7 Default; Failure to Perform Contractual Obligations. 4.7.1 Contractor Default. In addition to any rights set out elsewhere in this Contract, the City reserves the right to declare the Contractor to be in default of this Contract and all of Contractor's rights thereunder. There shall be two (2) categories of default by the Contractor in its performance under this Contract: a. Category A Default. Each of the following shall constitute a Category A Default under this Contract: (i) Failure to commence the collection of Solid Waste and/or Recyclable Materials or failure to provide a substantial portion of Service under this Contract for a period of more than five (5) days; (ii) Failure to obtain and/or maintain any permit required by the City or any federal, state or other regulatory body as required under this Contract; (iii) Failure to procure and/or maintain liability insurance as required under section 4.4; (iv) Failure to maintain accurate records and failure to provide the City with reasonable access to records in accordance with section 3.8; (v) Failure to implement and/or maintain the nondiscrimination standards as provided in section 6.11; (vi) Failure to implement and/or maintain the nonassignment provisions of section 6.2.1; (vii) Failure to implement and/or maintain the change in control standards of section 6.2.2; (viii) Failure to indemnify the City as provided in section 4.2; (ix) Failure to comply with applicable laws in accordance with section 3.8.2; SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-22 (Btwn. City of Kent and Waste Management,Inc.-Febmary 7,2001) (x) Failure to comply with Solid Waste or Recyclable Materials standards, thereby creating a hazard to public health or safety; and/or (xi) Failure to cease repeated or persistent Category B Defaults. b. Category B Default. All acts or omissions described under section 4.7.3 involving Liquidated Damages shall constitute a Category B Default. Disputes involving Category B Defaults shall be resolved in accordance with the Dispute Resolution provisions of section 4.7.4. 4.7.2 Consequences of Category A Default. In the event of a Category A Default, and absent a justification acceptable to the City, the City shall give the Contractor thirty (30) days' prior written notice of its intent to exercise its rights under this section, stating the reasons for such action. If the Contractor cures the stated reason within the thirty (30) day period, or if the Contractor initiates efforts satisfactory to the City to remedy the stated reason and the efforts continue in good faith, the City shall not exercise its rights under this section for the particular incident. If the Contractor fails to cure the stated reason within the thirty (30) day notice period, or if the Contractor does not undertake efforts satisfactory to the City to remedy the stated reason, the City may exercise its police authority and all other authority set forth in this section. The City may then notify the Contractor, declare a Category A Default of this Contract and order the Contractor to discontinue any further Service thereunder, and a copy of that notice shall be sent to the Contractor. Upon receipt of such notice, Contractor shall promptly discontinue the Work. The City shall then have the right to take other action it deems advisable. The City shall be entitled to recover from the Contractor as damages all expenses incurred, including reasonable attorney fees, together with all such additional sums as may be necessary to complete the Work, together with any further damages sustained or to be sustained by the City. In the event of a Category A Default or repeated or persistent Category B Defaults, the City may at its sole option pursue any or all of the following: a. Be released from its obligations under this Contract and use any other method or person to perform those Services; b. Seek the judicial remedy of specific performance; C. Pursue any other remedy available at law or equity. 4.7.3 Category B Default; Liquidated Damages. The following acts or omissions shall be considered a Category B Default by the Contractor. Because a breach of the Services provided for within the Contract would cause serious and substantial damages to the City and its occupants, and the nature of the Contract would render it impracticable or extremely difficult to fix the actual damage sustained by the City by such breach, the Contractor agrees that in case of breach SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-23 (Btwn. City of Kent and Waste Management,Inc.-February 7,2001) 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 sums being agreed as the amount for which the City will be damaged by breach of such Service. Each collection vehicle on each route shall be considered a separate incident. All damages are subject to annual adjustment in the same percentage as the adjustments in rates under section 5.3. Such liquidated damages as the City shall elect to collect will be paid by the Contractor upon thirty (30) days' notice from the City. Violations of any specifications in this Contract shall be subject to a fine of $50 per occurrence unless otherwise indicated. Act or Omission Liquidated Damages 1. Any collection vehicle beginning Residential $75 per occurrence. or Commercial collection prior to the time designated under section 3.1.2. 2. Failure of Contractor to maintain $100 per occurrence. clean and sanitary vehicles and Contractor Facilities consistent with section 3.11.2. 3. Same Customer pickup missed three $100. (3)times in a six-month period through no fault of the Customer. 4. More than three(3) verified $150. complaints in a six-month period from the same Customer for failure to replace cans or containers in designated locations, spilling,not closing gate, crossing planted areas, or similar violations. 5. Failure to comply with the Holiday $150. Schedule of section 3.1.4. 6. Failure of Contractor to collect $200 after 24 hours; a missed pickup within 24 hours of $400 after 48 hours; notification,provided the miss was $200 for each reported within 48 hours of the miss additional 24 hours. (weekends excepted). SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-24 (Btwn.City of Kent and Waste Management,Inc.-February 7,2001) 7. Knowing misrepresentation by $500 per incident. Contractor in records or failure to provide records in accordance with section 3.8. 8. Landfilling or burning uncontaminated $1,000 per vehicle, Recyclable Materials without per incident. written permission from the City. 9. Failure to attach a correction tag $10 per incident, notice on noncollected materials to a maximum of$100 or failure to notify the City per truck per day. consistent with section 3.1.6. 10. Failure to collect spillage caused Twice the cost of by Contractor consistent with cleanup to City. section 3.4.1. 11. Failure to deliver Mobile Cart $10 per incident per Solid Waste containers, Recyclable area for first week; Materials, and Yard Waste containers to new $50 per incident per Customers consistent with area for second week; section 3.3.1. $100 per incident per area for third and each successive week. 12. Collection from premises on days $25 per incident, to other than previously specified or a maximum of$250 per authorized by the Director(except truck per day. for collection misses or for inclement weather determinations under section 3.1.5). 13. Failure to submit required $100 per day until section 3.8.4 reports on time. report received, plus withholding of any unit price tipping fees due. 14. Failure of Contractor to provide $100 per day. or maintain adequate insurance in the types or amounts required by section 4.4. SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-25 (Btwn.City of Kent and Waste Management,Inc.-February 7,2001) Nothing in this section shall be Construed as providing an exclusive list of the acts or omissions of the Contractor that shall be considered Category B Defaults of the Contract, and the City reserves the right to exercise any and all remedies that it may have with respect to these and other defaults, violations and breaches. Liquidated damages may be levied if documented in an incident report presented by the City to the Contractor. The City reserves the right to make periodic, unscheduled inspection visits to determine the Contractor's compliance with the Contract terms. Any liquidated damages may be appealed by the Contractor to the Director; disagreements will be subject to the Dispute Resolution provisions provided in section 4.7.4. 4.7.4 Dispute Resolution. All claims, controversies, disputes and other matters in question arising out of or relating to a Category B Default ("claim(s)") under this Contract shall, in the first instance, be the subject of a meeting between the parties to negotiate a resolution of the Category B Default. If within fifteen (15) days after the meeting, the parties are unable to settle any dispute, difference or claim arising from the parties'performance of this Contract, the exclusive means of resolving that dispute, difference or claim, shall only be filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court located in Kent, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties'performance of this Contract, each party shall pay its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section 4.2 of this Contract. This Contract shall be governed by and construed in accordance with the laws of the State of Washington. 4.7.5 Enforcement of Contract. In the event of dispute or litigation under a claimed Category A Default under this Contract, the City and the Contractor each shall bear its own attorney fees, costs and expenses. 4.7.6 Right to Require Performance. The failure of the City at any time to require performance by the Contractor of any provisions hereof shall in no way affect the right of the City thereafter to enforce the same. Waiver by the City or any breach of any provision hereof shall not be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of any portion itself. 4.7.7 Interruption of Contract Services. Notwithstanding the provisions of this section, a delay or interruption in the performance of all or any part of the Contract resulting from causes beyond the Contractor's control shall not alone be deemed to be a default of the Contract, and the rights and remedies of the City provided for herein shall be inapplicable. 4.8 Bankruptcy. If the Contractor is adjudicated bankrupt, either voluntarily or involuntarily, this Contract, at the option of the City, may be terminated effective on the day and at the time the bankruptcy petition is filed. SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-26 (Btwn. City ofKeni and Waste Management,Inc.-February 7,1001) 4.9 Force Majeure. 4.9.1 Except as may be otherwise expressly provided herein, no Party will be liable to the other for any delay in, or failure of, performance of any of its obligations hereunder where performance of such obligations is prevented or delayed by acts of God (except normal weather conditions for the Kent-Seattle area), fire, explosion, accident, flood, epidemic, war, riot, rebellion, or interruption or rationing of fuel supply. No other acts or occurrences shall be considered as uncontrollable circumstances relieving the parties of their obligations hereunder. 4.9.2 a. A strike or other labor dispute not involving Contractor's employees, preventing Contractor's performance under this Contract, shall also be considered an incident of force majeure under this section 4.9. b. In the event of strike or labor dispute involving Contractor's employees, the City and Contractor shall meet to determine the appropriate manner of continuing public service under the Contract. While not relieving Contractor of obligations under the Contract, the City shall cooperate with Contractor in providing for the continuation of services in the interest of public health and safety. ARTICLE 5 Rates and Adiustments 5.1 Commercial Rates. In order to insure rate parity and consistency to all commercial accounts in the City, the rates in existence immediately preceding the execution of this Contract for commercial service for the Contractor and for Kent-Meridian Disposal shall be added together and divided by two (2) and the resulting average set forth in Appendix C shall be the rate charged by the Contractor during the term of this Contract. 5.2 Residential Rates. Rates set forth in the attached Appendix D, shall remain in effect until such time as rate adjustments are approved by the City, provided, however, Contractor shall continue to maintain a lifeline rate for qualifying Customers, subject to Contractor's rights under section 5.4. Pursuant to City of Kent Resolution No. 980, the lifeline rate currently provides reduced utility rates for individuals sixty-two (62) years of age and older who have combined disposable household annual income of$30,000.00 or less. 5.3 Residential and Commercial Rate Adjustments (CPI,). Rate adjustments shall not become effective until approved by the City. Beginning with year two of this Contract, rates and charges shall be increased or decreased annually effective the 1st day of April of each year by taking the fees in effect during the March of each year and adjusting such fee by eighty percent (80%) of the percentage change in the Consumer Price Index ("CPI") (wage earners and clerical workers — CPI-W) for the Seattle area published by the Bureau of Labor Statistics based upon the total price index change for all items as compared to the preceding twelve (12) months (January to December); SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-27 (Btwn.City ofKent and Waste Management,Inc.-February 7,2001) Contractor shall give notice to City no later than February 1 or the date of publication of the CPI, whichever is later, of each year of proposed changes in rates and charges. Contractor may seek City approval of one additional rate adjustment in any 12- month period (April to March) if in any consecutive six months during that period increase in the CPI is greater than six (6) percent. 5.4 Residential and Commercial Rate Adjustments — (other). Contractor's rate adjustments for services for: a. Any increase to dump fee costs not associated with a change in CPI; and b. Unusual costs, such as changes in law, shall be deemed approved by City if sixty (60) days following written notice by Contractor of the rate adjustment, the City does not elect, by written notice to Contractor, to review the proposed adjustment, provided, Contractor's time for written notice and effective date of rate adjustment may be reduced if notice of dump fee or unusual costs is not received by Contractor from King County or other disposal site, or regulatory agency, sixty (60) days prior to the effective date of the cost change, provided, further, the Contractor's implementation of such rate adjustment with less than sixty (60) days notice shall be subject at City option to subsequent rate audit under section 5.6. Contractor's notice to City shall include detailed bases for the proposed adjustment, including information concerning the Contractor's allocation of costs of service (e.g., transportation, disposal) within present and proposed rates. C. In addition to rate adjustments under subsections (a) and (b), Contractor may petition for rate adjustments to reflect justified increases in operating expenses, not associated with changes under subsections (a) and (b). Such request shall be limited to once per year (January to December). 5.5 Approval and Effective Date. Contractor's request for proposed rate adjustment shall not be unreasonably denied. The effective date of the rate adjustment shall be the date of notice to the City requesting the proposed rate adjustment or the effective date of the increased cost to the Contractor,whichever is later. 5.6 Rate Audit. In the event of dispute involving rate adjustments under sections 5.3, 5.4, and 5.5: 5.6.1 Contractor's proposal shall be submitted for independent audit and review; and 5.6.2 The auditor shall be selected by mutual agreement of City and Contractor. The Costs of the audit will be the responsibility of the Contractor. If the audit indicates a rate adjustment is justified, approval of the adjustment by the City shall not be unreasonably denied. The audit shall be completed within thirty(30) days. SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-28 (Btwn.City oJKent and Waste Management,Inc.-February 7,2001) 5.6.3 All unresolved disputes arising under this section shall be resolved in accordance with section 4.7.4 5.7 Dump Fees. The rate for dump fees shall be those fees established by King County for disposal of municipal solid waste collected under this Contract. 5.8 Billing and Payment. Billing and payment shall be in accordance with the WUTC guidelines with respect to such. 5.9 Collection. The Contractor shall have all right to and responsibility for collection of accounts for charges and Services to Customers under this Contract. 5.10 City Fees or Taxes. The City currently levies a tax on Contractor's Services, and such tax is reflected in billings to Customers. If during the term of this Contract, the City levies or imposes an additional or increased fee and/or tax on Contractor's Services hereunder, Contractor shall have the right to make adjustments in rates consistent with this section. ARTICLE 6 Miscellaneous Provisions 6.1 Independent Contractor. 6.1.1 Contractor as Independent Contractor. The parties intend that an independent contractor-employer relationship will be created by this Contract. As Contractor is customarily engaged in an independently established trade which encompasses the specific service provided to the City hereunder, no agent, employee, representative or sub-contractor of Contractor shall be or shall be deemed to be the employee, agent, representative or sub-contractor of the City. In the performance of the work, Contractor is an independent contractor with the ability to control and direct the performance and details of the work, the City being interested only in the results obtained under this Contract. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance, are available from the City to the employees, agents, representatives, or sub-contractors of the Contractor. Contractor will be solely and entirely responsible for its acts and for the acts of Contractor's agents, employees, representatives and sub-contractors during the performance of this Contract. 6.1.2 Contractor's Control of Project. The Contractor shall have the exclusive right to control the Services and Work performed under the Contract and the persons performing those Services and Work. The Contractor shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. Nothing in the Contract creates or shall be construed to create a partnership or joint venture between the City and the Contractor and nothing in the Contract shall be construed as giving the City a duty to supervise or control the acts or omissions of any person performing Services or Work under the Contract. SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-29 (Btwn.City of Kent and Waste Management,Inc.-February 7,2001) 6.2 Assignment. 6.2.1 Nonassignment of the Contract. The Contract or any interest therein or part thereof shall not be assigned, whether by operation of law or otherwise, nor shall any part thereof be subcontracted without the prior written consent of the City first having been obtained, which consent shall not be unreasonably withheld. The City reserves the right to cancel or terminate the Contract at any time in case the Contractor fails to obtain City approval. 6.2.2 Change in Control. Any change in control or the transfer of a controlling interest in the ownership of the Contractor shall constitute a default under the terms of the Contract, unless the City consents to that transfer which consent shall not be unreasonably withheld. "The transfer of a controlling interest of Contractor" shall include but is not limited to the transfer of fifty(50)percent or more of the voting stock or the ownership of the Contractor to or from a single entity, unless the City, at the Contractor's request, approves that transfer in writing. However, intracompany transfers, such as transfers between different subsidiaries or branches of the parent corporation of the Contractor, or transfers to corporations, limited partnerships or any other entity owned or controlled by the Contractor as of April 1, 2001, shall not be construed as the transfer of a controlling interest of the Contractor. If the City determines that the new ownership can adequately and faithfully render the service required in the Contract for the remaining term of the Contract, the City may elect to execute a novation, allowing the new ownership to assume the rights and duties of the Contract and release the previous ownership of all obligation and liability. The new ownership would then be solely liable for any work and/or claims related to the Contract. The term "transfer" includes a sale, merger, or change in ownership by operation of law, the issuance of new shares, or conversion of shares without voting rights to voting shares. "Voting stock"means the shares entitled to vote for election of the directors of the corporation. 6.2.3 BindingE ffect. The Contract shall be binding on any and all successors or assignees of the Contractor or the City in accordance with this Article. 6.3 Applicable Law. The Contract is made in and shall be construed under the laws of the State of Washington. 6.4 Quality of Performance. The Contractor and its officers, employees, agents and subcontractors shall perform every act or service to be performed under the Contract in a skillful and competent manner in accordance with the highest standards of the Solid Waste collection, transportation and recycling industries. The Contractor shall be responsible to the City for any errors, deficiencies or failures to perform the Contract. 6.5 Contract. 6.5.1 Meaning of Contract Terms. The meaning of terms and words herein shall be as defined in Kent City Code ("KCC") Chapter 7.03. Terms and words regarding Commercial Recycling shall have the meanings set forth in King County Code §§ 10.18.010-.100. Unless otherwise specifically defined as provided herein, words describing materials or work that have a SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-30 (Btwn. City of Kent and Waste Management,Inc.-February 7,1001) well-known technical or trade meaning shall be construed in accordance with the well-known meaning generally recognized by solid waste and recycling professionals, engineers and trades. 6.5.2 Definitions Defined in RCW 70.95 and WAC 173-304. Definitions of capacity savings, collections savings, disposal savings, energy recovery, environmental savings, functional standards, landfill, solid waste, tipping fee, volume reduction, waste recycling, and waste reduction referred to in this Contract are defined in the Washington State Solid Waste Management Recovery and Recycling Act, Chapter 70.95 RCW, and regulations promulgated by the Department of Ecology at Chapter 173-304 WAC, and are incorporated herein by this reference. 6.5.3 Conflicting Definitions. In the event that definitions contained in this Contract conflict with Kent City Code Chapter 7.03, the provisions of Kent City Code Chapter 7.03 shall apply. 6.5.4 Amendments to Referenced Citations. It is acknowledged and understood that Chapter 173-304 WAC may be recodified in the near future. Accordingly, it is agreed that all references to citations of the Revised Code of Washington, Washington Administrative Code, and the Kent City Code, or ordinances and resolutions of the City of Kent, shall mean the citations as currently enacted and as hereinafter amended or recodified. 6.5.5 Entire Contract. This Contract and the Appendices attached hereto contain the entire Contract between the Parties as to the matters contained herein. Any oral representations or modifications concerning this Contract shall be of no force and effect. Each of the Parties acknowledges and represents to the other Parties that it is executing this Contract solely in reliance upon its own judgment and knowledge and that of its counsel, and that it is not executing this Contract based upon any representation or covenant of any other Party, or anyone acting on such Party's behalf, except as expressly stated herein. 6.5.6 Amendment. This Contract may be modified or amended only by a written Contract duly executed hereto by authorized representatives of the Contractor and the City. 6.5.7 Successors. This Contract shall inure to the benefit of and shall be binding on the Parties, their successors and assigns. 6.6 Intent of Contract Documents. 6.6.1 Comprehensive Contract. All Services that are necessary to complete and carry out the Contract requirements as provided herein shall be considered the Services to be performed by the Contractor without extra compensation unless otherwise expressly stated. 6.6.2 Comprehensive Services. Unless expressly agreed otherwise, the Contractor shall provide and pay for all collection, transfer, transport and disposal site access, services, operation, labor, overtime labor, standby labor, methods, materials, equipment, transportation, power, fuel, water, taxes and all other Contractor Facilities and Services of any kind necessary to perform under the Contract. SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-31 (Btwn.City ojKent and Waste Management,Inc.-February 7,2001) 6.6.3 No Waiver of Governmental Powers. It is understood and agreed that, by execution of the Contract, the City does not waive or surrender any of its governmental powers. 6.7 Facilities and Personnel. The Contractor warrants that the Contractor Facilities and personnel used in the performance of the Contract shall conform to the requirements of the Contract and the design, operation and training requirements of the Contract and applicable law. 6.8 Time of the Essence. Time limits stated in the Contract are of the essence. No waiver of the Contract time limits or schedule dates is to be implied from any Party's failure to object to untimely performance under the Contract. Any waiver of time limits or schedules shall not be construed as a waiver of any future time limits or schedules. 6.9 Payment of Subcontractors and Agents. Unless a reasonable dispute exists concerning payment, the Contractor shall promptly pay all subcontractors, materialmen, suppliers or laborers engaged for purposes of the Contract in accordance with the contract or agreement between that person and the Contractor. The Contractor agrees promptly to remove, have removed or bond in accordance with Washington law any liens or encumbrances that, because of any act or default of the Contractor, its officers, employees, agents, subcontractors, sub-subcontractors, material suppliers or County Facility owners, are filed against a County Facility or against any real or personal property required to fully perform the Contract. If the Contractor does not promptly pay all subcontractors, materialmen, suppliers, or laborers in accordance with this section, the Contractor agrees to defend, indemnify and hold the City harmless in accordance with Article 4. 6.10 Third-Party Beneficiaries. The Contract is entered into by the City in its governmental capacity and is not intended to nor does it create any third-party beneficiary or other rights in any private person. The Contract does create certain rights in the City with respect to the Contractor; those rights may be exercised only by and through the City. 6.11 Personnel Practices, Nondiscrimination. The Contractor shall not discriminate against any employee or applicant for employment because of age, race, religion, creed, color, sex, marital status, sexual orientation, political ideology, ancestry, national origin, or the presence of any nondisqualifying sensory, mental or physical disability, unless based on a bona fide occupational qualification. The Contractor shall take affirmative action to ensure that applicants are selected for employment and that employees are treated during employment without regard to their creed, religion, race, color, sex, national origin, or the presence of any nondisqualifying sensory, mental or physical disability. Such action 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 shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Director setting forth the provisions of this nondiscrimination clause. The Contractor understands and agrees that if it violates this nondiscrimination provision, this Contract may be terminated by the City and further that the Contractor shall be barred from performing any services for the City now or in the future, unless a showing is made SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-32 (Btwn.City of Kent and Waste Management,Inc.-February 7,2001) satisfactorily to the City that discriminatory practices have terminated and that recurrence of such action is unlikely. Prior to any action on any claimed violation of this provision, Contractor shall be entitled to notice of the alleged violation and a period of thirty (30) days to respond and/or correct any deficiency. 6.12 OSHA/WISHA. The Contractor must comply with the requirements of the Federal Occupational Safety and Health Act of 1970 ("OSHA"), the Washington Industrial Safety and Health Act of 1973 ("WISHA"), and standards and regulations issued under these Acts from time to time. The Contractor shall indemnify and hold harmless the City from all damages assessed for the Contractor's failure to comply with the Acts and standards issued thereunder. The Contractor shall meet all pertinent local, state, and federal health and environmental regulations and standards applying to the operation of all Contractor Facilities, Work and Services under this Contract. 6.13 Contract Administration;Notices. 6.13.1 City of Kent Representative. This Contract shall be administered by the City of Kent Department of Public Works. The City's designated representative for purposes of this Contract shall be: Director of Public Works Kent City Hall 220 -4th Avenue South Kent, Washington 98032 (253) 859-3383 6.13.2 Contractor's Representative. The Contractor shall designate and provide the services of a competent representative for the term of the Contract. The Contractor's representative shall be the Contractor's agent and shall represent the Contractor for all purposes under the Contract. All directions, instructions or notices given by the City to that representative shall bind the Contractor as if delivered to the Contractor personally. The representative shall have authority to act on behalf of the Contractor; the statements, representations, actions and commitments of the Contractor's representatives shall fully bind the Contractor. The Contractor's designated representative shall be: Dan Bridges Waste Management of Washington, Inc., d/b/a Tri-Star Disposal P. O. Box 1877 Auburn, Washington 98071 (253) 333-3478 6.13.3 Notices. The City or the Contractor may change its . designated representative at any time by written notice. Notices required pursuant to this Contract shall be hand delivered, telefaxed, or sent by registered mail or by private independent courier. Any written notice under the Contract shall be deemed served when delivered in person to the person to whom SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-33 (Btwn.City of Kent and Waste Management,Inc.-February 7,2001) it was intended, or if sent by registered mail, return receipt requested, when mailed to that person at the contact person's address. The date or time of service shall be the date or time the relevant document was mailed to or personally delivered at the designated representative's address. Either Party shall have the right to designate a new address for the receipt of notices by giving written notice as herein provided, but notwithstanding the foregoing, such notice of a new address shall not be effective until actually received by the other Parties. 6.14 Taxes, Permits and Fees. 6.14.1 Contractor's Permits and Licenses. The Contractor shall obtain at its own expense all permits and licenses required by the City or any other governmental authority and maintain the same in full force and effect during the term of this Contract. The Contractor shall pay promptly and before delinquency any and all taxes, fees and charges of every type required by law and, upon request by the City, shall furnish evidence of such timely payment. 6.14.2 Other Taxes. The Contractor shall be solely responsible for all taxes, fees and charges incurred, including but not limited to license fees; all federal, state, regional, county and local taxes and fees, including but not limited to income taxes, property taxes, permit fees, operating fees, surcharges of any kind that apply to any and all persons, facilities, property, income, equipment, materials, supplies or activities related to the Contract; business and occupation taxes; workers' compensation and unemployment benefits. The extent, if any, to which the Contractor will be permitted to adjust rates for cost increases due to the imposition of or increase in the rate of taxes, fees, or surcharges is set forth in Article 5. Fees or taxes imposed as an administrative fee or surcharge on the collection of Solid Waste shall give rise to adjustment discussions as provided for in sections 5.4. 6.15 Fines, Penalties. The Contractor shall be liable for all fines or penalties imposed by any government agency for Contractor - caused violations of permits, licenses, certificates, laws or regulations; the City shall not be liable for and shall not reimburse the Contractor through a rate increase or otherwise for any fine or penalty imposed. The Contractor reserves the right to contest any fine or penalty in administrative proceedings or in court prior to its payment. 6.16 Dissolution of the City and Successor to the City. In the event that the City is dissolved or its Solid Waste or Recyclable Materials functions and powers relative to the Contract are taken from the City by legislative act or referendum of the people, all of the duties, rights and remedies of the City under the Contract shall remain in full force and effect and shall be transferred to either: (1) the successor to the City as specified by the legislative act or referendum by which the City is dissolved; or (2) if no successor to the City is specified by the relevant legislation or referendum, the State of Washington; however, the Contractor may terminate its obligations under the Contract if the State of Washington does not agree to be bound by the provisions of the Contract. 6.17 No Personal Liability. The Contract is not intended to and shall not be construed to create or result in any personal liability for any public official or City employee or agent. SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-34 (Btwn.City of Kent and Waste Management,Inc.-February 7,2001) 6.18 Severability. If any Contract provision is declared void, invalid or unenforceable under any applicable law, the remaining provisions of the Contract shall remain in full force and effect and shall bind the Parties. 6.19 Waivers. The City's or Contractor's failure to object to a breach of any Contract provision is not and shall not be construed as a waiver of those provisions. The payment or acceptance of compensation subsequent to any breach is not and shall not be construed as an acceptance of that breach. All waivers must be in writing and supported by consideration. 6.20 Disagreements. Any dispute that cannot otherwise be resolved between the Parties during the term of this Contract shall be subject to the dispute resolution provisions of section 4.7.5. 6.21 Governmental Authority. Nothing in this Contract shall prevent or limit the City's exercise of its police power,power of eminent domain, or other governmental authority. 6.22 Duplicate Originals. This Contract is executed in duplicate originals. EXECUTED on the day and year first hereinabove written. CITY OF KENT By: Print N4*e: Jim White Title: Ma or Date: eZ— / r WASTE MANAGEMENT OF WASHINGTON, INC. d/b/a TRI-STAR DISPOSAL, a Delaware Corporation By: -->5;�7L . - *te: N1 : t.IOre- — u, eA- Date: 1 Approved as to Form: SA Ro er A. Lubovich, City Atto rnwnn�s'op.m.rasnw.+.s+•w�rn-e.uw,.i.vm.wc��n.m. SOLID WASTE COLLECTION AND DISPOSAL,RECYCLING AND PROCESSING CONTRACT-35 (Btwn.City of Kent and Waste Management,Inc.-February 7,2001) APPENDIX"A" Legal Description for Core Area Garbage Collection Service beginning at the corner of S. 192'Street and 84'Avenue S. (NE corner of Section 1, Township ("T") 22 N, Range ("R") 4 E, WM)1; thence south on the center line of 80 Avenue S. to the intersection of S. 228th Street;thence east to the east line of the W % of the NW '/4 of Section 18, T 22 N, R 5 E, WM; thence south along said east line to its intersection with Hazel Avenue/Statson Avenue (north line of the S %z of SW '/4 of Section 18, T 22 N, R 5 E, WM); thence east along said north line to the east line of the W %2 of Section 18, T 22 N,R 5 E; thence south along east line to the south line of Section 18, T 22 N,R 5 E(S. 240th Street); thence east along S. 240th Street to the intersection of S. Maple Wood Avenue generally projected north; thence south on the projected line to S. 240 Street; thence east along S. 244th Street to 94th Avenue S.; thence south along 94th Avenue S. projected south to S. Kimberly Avenue; thence along S. Kimberly Avenue to E. Maple Street; thence east along Maple Street to the corner where Tilden Avenue and Woodland Way meet; thence south along the north south portion of Tilden Avenue projected to the south line of the N '/Z of the NE '/4 of the NE '/4 of Section 30, T 22 N, R 5 E, WM; thence west along said line to the intersection of S. Kimberly Avenue projected south; thence south along said projection to the south line of the N %of the NE '/4 of Section 30, T 22 N,R 5 E, WM; thence east along said line to the projection of Reiten Road S.; thence north along said line to the intersection of the south line of the N %s of the SE '/4 of the NE '/4 of the NW '/4 of Section 30, T 22 N, R 5 E, WM; thence west along said line to the intersection of the west line of E '/z of the NW ''/4, of the NE '/4, of the NW '/4 of Section 30, T 22 N, R 5 E, WM; thence north along said line to the intersection of S. 259th Street projected east; thence east along said projected street to the intersection of S. Alexander Avenue projected south;thence north along said projection to its intersection with E. Walnut Street; thence east along E. Walnut Street projected to the west right-of-way of the Burlington Northern Railroad;thence south along the west line to the intersection of S. 259th Street; thence west along said street to S. 5th Avenue; thence north along said avenue to the projection of E. Walnut Street westerly; thence west along the projected street to the south projection of N. Thompson Avenue; thence north along said projection to the intersection of W. Gowe Street projected west; thence west along said projected line to S. Washington Avenue(SR 516 and SR 181); thence north along S. Washington Avenue projected to the intersection of W. Cole Street projected west; thence east along said line to the projection of N. 5th Avenue; thence north along said line to the Valley Freeway(SR 167); thence due east along a line projected to the Burlington Northern Railroad right-of-way;thence north along the east side of the Burlington Northern Railroad right-of-way to the intersection of S. 292"d Street projected west; thence east along projected S. 292❑d Street to 84th Avenue S., the point of beginning. P:\Civil\PILSS`OpmPila\0518\W u4Mw8e-CorcAraLepa�nuiV.doc APPENDIX`B' WASTE MANAGEMENT,INC. City Facility, Parks, and Sidewalk Container Location CITY FACILITIES ADDRESS City Shops 5821 S. 240th Fire Stations: #73 West Hill 26512 Military Rd. S. #74 East Hill 24611 116th Ave. S.E. #76 North Industrial 20676 72°d Ave. S. Green River Natural Resources Area 22306 Russell Road S. Riverbend 18-hole Golf Course 2019 W. Meeker 9-hole Par 3 2020 W. Meeker Driving Range 2030 W. Meeker Parks: Russell Road Park 24400 Russell Road SIDEWALK CONTAINER LOCATIONS - City of Kent Garbage: northbound SE 235th & 104th Ave. SE northbound and southbound SE 244th& 104th Ave. SE northbound SE 228th & 104th Ave. SE northbound and southbound SE 232°d & 104 Ave. SE northbound SE 240th & 104th Ave. SE eastbound and westbound SE 256' & 106'Ave. SE westbound SE 240th& 100th Ave. SE Recycle: (four 30 yard containers): SE 242°d & 104th Ave. SE APPENDIX"C" COMMERCIAL RATES SERVICE RATES Commercial Service 32 gal per pick-up 2.65 60 gal per pick-up 4.12 90 gal per pick-up 5.00 1 yard per pick-up 12.43 1.5 yard per pick-up 17.07 2 yard per pick-up 21.36 3 yard per pick-up 28.31 4 yard per pick-up 36.53 6 yard per pick-up 54.83 8 yard per pick-up 72.98 Extra 1 yard per pick-up 14.81 Extra 1.5 yard per pick-up 20.41 Extra 2 yard per pick-up 27.11 Extra 3 yard per pick-up 33.93 Extra 4 yard per pick-up 44.22 Extra 6 yard per pick-up 64.35 Extra 8 yard per pick-up 85.81 Special Pick-up +time, '/2 hour min. 73.81 Permanent Rent, 32 gal 0.64 Permanent Rent, 60 gal 2.08 Permanent Rent, 90 gal 2.08 Permanent Rent, 1 yard 10.47 Permanent Rent, 1.5 12.32 Permanent Rent, 2 yard 14.43 Permanent Rent, 3 yard 17.44 Permanent Rent, 4 yard 19.67 Permanent Rent, 6 yard 25.26 Permanent rent, 8 yard 30.47 Temporary 1 yard per pick-up 15.56 Temporary 1.5 yard per pick-up 21.17 Temporary 2 yard per pick-up 27.88 Temporary 3 yard per pick-up 34.68 Temporary 4 yard per pick-up 44.98 Temporary 6 yard per pick-up 65.09 Temporary 8 yard per pick-up 86.56 Temporary Rent 1-3 yard 1.51 Temporary Rent 4 yard 1.84 Temporary Rent 6 yard 2.18 Temporary Rent 8 yard 2.36 Placements, 1-8 yards 18.36 Commercial Service (Cont) RATES Roll-out 38.05 Distance 0.38 Drive-in 1.53 Return Trip 8.61 Steps 0.07 Sunken Cans 0.12 Container Washing Per Yard 1.35 1 yard packer 42.79 3 yard packer 82.27 4 yard packer 95.70 5 yard packer 109.15 6 yard packer 122.59 Extra refuse per yard 9.04 Permanent 10-40 yard Dropbox 71.11 10-50 yard Compactor 86.57 Temporary 10-40 yard Dropbox 80.55 Dropbox container placement 34.13 10 yard Permanent Box Rent 33.44 12 yard Permanent Box Rent 37.37 15 yard Permanent Box Rent 41.32 20 yard Permanent Box Rent 42.17 25 yard Permanent Box Rent 45.87 30 yard Permanent Box Rent 50.38 40 yard Permanent Box Rent 60.40 10-25 yard Temporary Box Rent 3.20 30 yard Temporary Box Rent 4.02 40 yard Temporary Box Rent 4.24 Miles 1.70 Overtime 119.37 Time, Truck&Driver 78.27 Time, Extra Man 39.46 Multi-Family Service 32 gal per pick-up 3.80 60 gal per pick-up 4.71 90 gal per pick-up 5.65 1 yard per pick-up 15.29 1.5 yard per pick-up 20.98 2 yard per pick-up 26.12 3 yard per pick-up 34.33 4 yard per pick-up 44.09 6 yard per pick-up 65.87 8 yard per pick-up 87.40 Multi-Family Serviee RATES Extra refuse per yard 8.76 Permanent Rent, 60 gal 2.11 Permanent Rent, 90 gal 2.11 Permanent Rent, 1 yard 10.68 Permanent Rent, 1.5 yard 12.57 Permanent Rent 2 yard 14.71 Permanent Rent 3 yard 17.77 Permanent Rent 4 yard 20.04 Permanent Rent 6 yard 25.74 Permanent Rent 8 yard 31.03 Special 1 yard per pick-up 18.56 Special 1.5 yard per pick-up 25.54 Special 2 yard per pick-up 33.85 Special 3 yard per pick-up 42.05 Special 4 yard per pick-up 54.65 Special 6 yard per pick-up 78.94 Special 8 yard per pick-up 105.04 Special pick-up +time, %z hour min. 73.81 Temporary 1 yard per pick-up 19.54 Temporary 1.5 yard per pick-up 26.54 Temporary 2 yard per pick-up 34.85 Temporary 3 yard per pick-up 43.05 Temporary 4 yard per pick-up 55.63 Temporary 6 yard per pick-up 79.93 Temporary 8 yard per pick-up 106.03 Temporary Rent 1 - 3 yard 1.64 Temporary Rent 4 yard 1.99 Temporary Rent 6 yard 2.36 Temporary Rent 8 yard 2.53 Placements 1-8 yard 14.08 Permanent 20-40 yard haul 91.30 10-40 yard Compactor haul 107.34 Permanent Rent 20 yard 41.46 Permanent Rent 25 yard 45.10 Permanent Rent 30 yard 49.53 Permanent Rent 40 yard 59.38 P,Xivil\ SWpmPilm�5I�o®ecial Append,dm APPENDIX"D" RESIDENTIAL RATES Rate 1. Solid Waste and Recycling 1 Can $13.24 2 Cans $18.25 3 Cans $26.54 4 Cans $34.75 6 Cans $50.76 1 Can/mo $7.02 19 Gal Can $10.31 32 Gal Cart $13.78 32 Gal Cart - 2 $27.56 60 Gal Cart $18.90 60 Gal Cart - 2 $37.80 90 Gal Cart $26.81 90 Gal Cart—2 $53.62 90 Gal Cart—3 $80.43 90 Gal Cart—4 $107.24 1 Can—Senior $6.62 1 Can/mo—Senior $3.51 19 Gal Can—Senior $5.15 32 Gal Can—Senior $6.89 60 Gal Can—Senior $9.45 90 Gal Can—Senior $13.41 2. Yardwaste $6.64 PACiON S\OP.Fi1dW5 �taidntiamawAppmd-D.doc ASSISTANT SECRETARY'S CERTIFICATE WASTE MANAGEMENT OF WASHINGTON, INC. The undersigned, being the Assistant Secretary of Waste Management of Washington, Inc., a Delaware corporation("the Company"), does hereby certify that the following resolution was adopted by the Board of Directors of the Company and that such resolution has not been amended, modified or rescinded and is in full force and effect as of the date hereof: RESOLVED,that Jerry Hardebeck be, and hereby is authorized, following compliance with appropriate corporate policies and procedures, to negotiate and execute by and on behalf of the Company any and all agreements, instruments, documents or papers, as he may deem appropriate or necessary, pertaining to or relating to the Solid Waste Collection and Disposal, Recycling and Processing Contract between the Company and the City of Kent, Washington, and that any such action taken to date is hereby ratified and approved. Dated: February 11, 2001 l �� e C. Woods C_ Assistant Secretary SW CI ®F KERECLAVED TY I AUG 13 2003 wymAUG 12 200 ' �g��T ; GAL DEPT. " wAS,MAMAGN"EW ENGINEERING ©EPA ** 801 lnd Avenue Suite 614 Seattle,Washington 98104 (206)264-8207 (206)264-8212 Fax August 11, 2003 Don E. Wickstrom Director of Public Works Kent City Hall 220—4th Avenue South Kent, Washington 98032 RE: Solid Waste Collection and Disposal, Recycling and Processing Contract Dear Don, Waste Management(d/b/a Tri-Star Disposal)would like to have Page 33, Section 6.13.2 Contractor's Representative,updated to reflect a new Contractor Representativet Old: Dan Bridges Waste Management of Washington, Inc. d/b/a Tri-Star Disposal P.O. Box 1877 Auburn, WA 98071 (253) 333-3478 New. Jerry Hardebeck, Municipal Contract Manager Waste Management of Washington, Inc. 801 2°a Ave., Suite 614 Seattle, WA 98104 (206) 263-3075 If you have any questions in regards to this request you may reach me at (206) 263-3075 Sincerely, Jerry Hardebeck umcipal Contract Manager Western Washington Waste Management of Washington, Inc.