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HomeMy WebLinkAbout3353 +--------------------------------------------------------------------------+ ='Browse: Next Previous First Last Update Delete Restart X - Exit + '~etrieve the Next record h '=Found: 1 Record (s) MAINTAIN Contract Transactions -- + Contract Number 3353 + +vendor Name +Subject "Department "Status Code + " BREM-AIR DISPOSAL/WASTE SOLID WASTE DISPOSAL ADMIN SVCS SVC MANAGEMENT ;= " " + + + " Insurance Type Amount GL $2000000.00 AL $5000000.00 E&O PROP Amount Begin Date End Date Review Date $645000.00 12/31/1992 12/31/2001 + 02/15/2005 + " Insurance Total Insurance Review Date $ 7 0 0 0 0 0 0 . 0 0 -( 01/01/2004 " Comments E&O $25000000 CONTRACT COMPLETE 12/01/03 REVIEW-ANNEXATION ISSUES VAULT 01/01/2005 -I- + + +--------------------------------------------------------------------------+ +--------------------------------------------------------------------------+ "Browse: Next Previous First Last Update Delete Restart X - Exit -. '~etrieve the Next record _. ,(FOund: 1 Record(s) MAINTAIN Contract Transactions T Contract Number 3353 -. ,J. = :Vendor Name "Subj ect , 'Department ',Status Code BREM-AIR DISPOSAL/WASTE SOLID WASTE DISPOSAL ADMIN SVCS SVC MANAGEMENT " " Insurance Type Amount GL $2000000.00 AL $5000000.00 E&O PROP Amount Begin Date End Date Review Date $645000.00 .. 12/31/1992 12/31/2001 .. 02/15/2005 Insurance Total Insurance Review Date $7000000.00 01/01/2004 Comments E&O $25000000 CONTRACT COMPLETE 12/01/03 REVIEW-ANNEXATION ISSUES VAULT 01/01/2005 +--------------------------------------------------------------------------+ RESOLV'rION NO. A RESOLUTION approving the transfer of control of BREM-AIR DISPOSAL, INC., an Oregon corporation, to ENVIROFIL, INC., a Delaware corporation. WHEREAS, the City of Bremerton has contracted with BREM-AIR DISPOSAL, INC., an Oregon corporation, to provide solid waste collection, recycling, and'disposal services to the City of Bremerton and its residents for the period from December 31, 1991 to December 31, 2001; and WHEREAS, said contract requires BREM-AIR DISPOSAL, INC., as the contractor to notify the City of any change in the majority stock ownership of BREM-AIR DISPOSAL, INC.; and WHEREAS, DONALD G. LINDGREN, individually and as personal representative of the Estate of Beverly L. Lindgren, currently owns all of the stock of BREM-AIR DISPOSAL, INC., and has the power to convey said stock; and WHEREAS, BREM-AIR DISPOSAL, INC., has notified the City of the intention of DONALD G. LINDGREN, individually, and as personal representative of the Estate of Beverly L. Lindgren, to sell all of the stock of BREM-AIR DISPOSAL, INC. to ENVIROFIL, INC., a Delaware corporation; and WHEREAS, by said contract the change of ownership in BREM-AIR DISPOSAL, INC., is subject to City approval, which may be conditioned upon the following: (a) All the contractor's accrued monetary obligation to the City and all other outstanding obligations related to the contract shall have been satisfied; Co) The transferor shall have executed a general release in a form satisfactory to the City of any and all claims against the City and its officers, directors and employees in their corporate and individual capacities, including, without limitation, claims arising under federal, state and local laws, rules and ordinances. (c) The transferee shall enter into a written assignment on a form satisfactory to the City, assuming and agreeing to discharge all of the contractor's obligations under this contract; and (d) The transferee demonstrates to the reasonable satisfaction of the City that it possesses the business skill and financial capacity to perform the contract; and WHEREAS, the City maintains its position that BREM-AIR DISPOSAL, INC.,has BREM-AIR.IR$ - Resolution Disk - 11/1/93 1 an outstanding obligation to correct the disparity between City and non-City collection rates; and WHEREAS, ENVIROFIL, INC., has committed to investigate and address in the near term the difference between the garbage collection rates for customers within the City of Bremerton and the garbage collection rates for customers outside of the City of Bremerton; and WHEREAS, ENVIROFIL, INC.,has executed its agreement to discharge all of the obligations of the Contractor under the contract, and which agreement further recognizes that any responsibilities, duties or liabilities of BREM-AIR DISPOSAL, INC., existing before transfer are not affected by the transfer of the stock of BREM-AIR DISPOSAL, INC., (Exhibit A attached hereto); and WHEREAS, DONALD G. LINDGREN, individually and as personal representative of the Estate of Beverly L. Lindgren, as the transferor of the shares of BREM-AIR DISPOSAL, INC., has executed, in a form satisfactory to the City, a general release of all of his personal claims against the City, its officers, directors, and employees, in both their corporate and individual Capacities (Exhibit B attached hereto); and WHEREAS, ENVIROFIL, INC.,has demonstrated to the City that it possesses the requisite business skill and financial capacity to perform the Contract; WHEREAS, ENVIROFIL, INC., has represented that, as owner of the stock in BREM-AIR, INC., and as owner or operator of other solid waste collection companies and disposal facilities, it shall preserve the corporate form and independence of BREM-AIR, INC., and ENVIROFIL, INC., to protect assets of Brem-Air, Inc., from possible liabilities of ENVIROFIL, INC., or its subsidiaries to the extent allowed by law; and WHEREAS, the City has not waived or released, and specifically reserves any and all rights, arguments, and causes of action it may have arising out of or concerning the contract against BREM-AIR DISPOSAL, INC., ENVIROFIL, INC., and DONALD G. LINDGREN, individually and as personal representative of the Estate of Beverly L. Lindgren; now, therefore, BE IT RESOLVED by the City Council of the City of Bremerton: That, based on the foregoing recitals, the transfer of all of the issued shares of stock of BREM-AIR DISPOSAL, INC., to ENVIROFIL, INC.,is approved. BE IT FURTHER RESOLVED that the Bremerton City Council shall schedule a review in six (6) months to evaluate what actions have been taken by BREM-AIR, DISPOSAL, INC., to resolve outstanding obligations and issues related to the contract, to consider an audit of landfill closing and post-closing funds administered by the Bremerton- [~REM-AIR.IRS - Resolution Disk - 11/I/93 2 Kitsap County Health District, and to consider what additional action, if any, should be taken by the City. PASSED by the City Council of the City of Bremerton this ~ day of 19~. EILEEN FITZ Council President ATTEST: KATHLEEN L. McCLUSKEY, CI.~ BREM-AIR.IRS - Resolution Disk - 1111/93 3 · EXl.. IT NO. ." rofil, Inc. October 29, 1993 The Honorable Mayor Louis Mentor City of Bremerton, Washington Dear Mayor Mentor: Donald G. Lindgren, individually and as the personal representative of the Estate of Beverly L. Lindgren, has requested permission from the City of Bremerton to transfer all of the outstanding stock of Brem-Air Disposal, Inc., an Oregon corporation, to Envirofil, Inc., a Delaware corporation. I am authorized on behalf of Envirofil, Inc., to represent to the City that upon completion of that transfer, Envirofil, Inc. agrees that through its ownership of Brem-Air Disposal, Inc. the said Brem-Air Disposal, Inc. shall assume and discharge all of its obligations under the Contract for Solid Waste Collection, Recycling and Disposal with the City of Bremerton (the "Contract"). Envirofil, Inc. also recognizes that both the City of Bremerton and Brem-Air Disposal, Inc., have not waived or released and specifically reserve any and all rights, arguments and causes of action either of them may have against the other, which may have accrued prior to transfer, arising out of or concerning the Contract, and neither the City, Brem-Air, Inc., or Envirofil, Inc., will raise as a defense to any such cause of action the transfer of ownership of Brem-Air Disposal, Inc. Sincerely, Sam W. HumphreYs Senior Vice President General Counsel 2400 TEXAS COMMERCE TOWER, HOUSTON, TEXAS 77002 (713) 224-3345 (FAX)(713)222-2333 HIBIT NO." " General Release Upon Transfer Parties The parties to this release are the following: Releasinq Parties: Donald G. Lindgren, a single.person, and the Estate of Beverly L. Lindgren, deceased, by Donald G. Lindgren, Personal Representative (together referred to below as "Lindgren"). Released Party: The City of Bremerton, a Washington State municipal corporation of the first class (referred to below as "City"). Premises Upon the premises listed below, Lindgren agrees to provide a general release to the City: Ownership: Lindgren owns all of the issued stock of Brem-Air Disposal, Inc., an Oregon corporation (referred to below as "Brem- Air"). Contract: Brem-Air is the Contractor for solid waste collection and disposal services in the City pursuant to that certain contract between the City and Brem-Air executed on June 9, 1991 and effective Dec. 31, 1991. Transfer of Stock: Lindgren desires to transfer ownership of all of the issued stock of Brem-Air. Condition of Transfer: Pursuant to section 8.13.3.b. of the contract between the City and Brem-Air, as a condition precedent to approval by the City of Lindgren's intended transfer of the shares of Brem-Air, Lindgren as the transferor must execute a general release of all Lindgren's claims against the City. Release For and in consideration of the Premises stated above, Lindgren does now and has remised, released, and forever' discharged, and by these presents does for Lindgren's heirs, executors, administrators, and personal representatives, remise, release, and forever discharge the said City, its officers, 20395\110\rel 1 directors, and employees, in their corporate and individual capacities, of and from any and all actions and causes of action, claims, and demands whatsoever, whether known or unknown and whether or not well founded in fact or in law, and of and from any and all and all manner of suits, debts, dues, sums of money, accounts, reckonings, trespasses, damages, judgements, executions, claims and demands whatsoever in law or in equity which the undersigned has had or now has or which he or his heirs, executors, administrators and personal representatives hereafter can, shall or may have for, upon or by reason of any matter, cause or thinG whatsoever; PROVIDED, however, that should the City or any of its officers, directors, or employees, in their corporate or individual capacities, bring or join an action against Donald G. Lindgren individually and/or as Personal Representative of the Estate of Beverly L. Lindgren, it is understood that the said Donald G. Lindgren shall be able to legally defend against said action or actions. Done by me this~day of November, 1993, DONALD G. LINDGREN ~ Personal RepresentatiVe of the Estate of Beverly L. Lindgren STATE OF WASHINGTON ) COUNTY OF KITSAP ) On this day personally appeared before me DONALD G. LINDGREN, to me known to be the individual and the Personal Representative of the Estate of Beverly L. Lindgren, and executed the within and foregoing instrument, and acknowledged that he signed the same as his free and voluntary act and deed, for the uses and purposes therein mentioned. 20395\110\~"el 2 GIVEN under my hand and official seal this ~/'-day of November, 1993. NOTARY PUBLI~ ih and for the Sta~of ,Wa~ington, ,residing My Commission Expires: ~-/-~ 20395\110\~'el 3 ARTICLE I - Parties 1 ARTICLE II - Premises 1 ARTICLE III - Agreement 2 3.1 Exclusive Right 2 3.2 Term 2 ARTICLE IV - Definitions 2 ARTICLE V - Collection and Disposal Services, 6 Non-Recyclable Solid Waste 5.1 Solid Waste Collection and Disposal 6 5.2 Frequency of Collection 7 5.3 Collection Containers 9 5.4 Limitations on Collection Services 11 5.5 Spillage 11 5.6 Collection Equipment 11 5.7 Drop-off Facilities 12 ARTICLE VI - Recycling Services 13 6.1 Curbside Recycling Services. Customers 13 Providing their Own Solid Waste Container 6.2 Curbside Recycling Services, Residential, 15 Centralized Collection 6.3 Yard Waste 17 6.4 Recycling Services to Non Residential 18 Customers 6.5 Deletion of Recyclable Materials 19 6.6 Voluntary Participation 19 6.7 Public Education 19 6.8 Marketing of Recyclable Materials 19 6.9 Revenue 20 6.10 Liquidated Damages 20 ARTICLE VII - Service Rates 20 7.1 Rate Components 20 7.2 Collection and Hauling Rate 21 7.3 Disposal Rate 24 7.4 Recycling 28 7.5 Westpark 29 7.6 Taxes 29 ARTICLE VIII - Miscellaneous Provisions 30 8.1 Expansion of City Limits 30 8.2 City Disposal Site 30 8.3 Employees of the Contractor 30 8.4 Customer Relations 31 8.5 Billing 32 8.6 Reports to the City 33 8.7 Title to Materials 34 8.8 Taxes, Licenses, and Permits 34 8.9 Insurance 34 8.10 Indemnification 35 8.11 Performance Bond 35 8.12 Payment of Claims 36 8.13 Transfers by Contractor 36 8.14 Revenue and Reporting Verification 38 8.15 Non-Discrimination 39 8.16 Force Majeure 40 8.17 Insolvency 40 8.18 Governing Law and Venue 41 8.19 Attorney's Fees and Costs 41 8.20 Severability 41 8.21 Headings, Etc. 41 8.22 No Waiver 41 8.23 Entire Agreement 41 8.24 Modifications 41 8.25 Compliance with Relevant Laws 42 8.26 Default 42 8.27 Notices 42 ~Q~__.FQ~_.~.~D~ COLLE.~X~ NQH,__RE~G A~D ~____~ende~. Nay_20. ARTICLE I PARTIES The Parties to this Contract are as follows. 1.1 ~_~__T~_QF BP~__~R~QN. The City of Bremerton is a Washington State municipal corporation of the first class. The City of Bremerton is referred to below as the "CITY." 1.2 ~R~-A~_~ DIO_~&_~NC. Brem-Air Disposal, Inc. is a duly licensed and subsisting corporation. Brem-Air Disposal, Inc. is referred to below as the "CONTRACTOR." ARTICLE II PREHISES The CITY and the CONTRACTOR enter into this contract for the reasons listed in this Article. 2.1 It appears reasonable and necessary that the collection and disposal of solid waste in the CITY be accomplished under private contract. 2.2 The CITY has relied upon the CONTRACTOR for the collection of solid waste generated by the CITY and its residents for over ten years. 2.3 The CONTRACTOR has satisfactorily collected the solid waste generated by the CITY and its residents for over ten years. 2.4 The parties have found their past relationship to be mutually beneficial. 2.5 The parties wish to continue their relationship on mutually agreeable terms. ARTICLE III From the above premises, the Parties agree as follows. 3.1 ~_R__IGHT. The parties agree that the CONTRACTOR shall have the exclusive right to collect, recycle, and otherwise dispose of all solid waste accumulated by the CITY and its residents for collection by the CONTRACTOR, in accordance with the other terms of this agreement; provided, however, that the CONTRACTOR is not obligated to collect, recycle, or otherwise dispose of solid waste specifically excluded by the terms of this Contract. 3.1.1 The CITY agrees to enact and enforce the ordinances necessary to require all residents of the CITY, whether private inhabitants or commercial inhabitants, to subscribe for and pay for the CONTRACTOR's services as described by this Contract. 3.2 ~E~_. The term of this contract shall be for ten years, from December 31, 1991 to December 31, 2001. ARTICLE IV DEFINITIONS Unless otherwise expressly provided, or unless the context otherwise requires, the terms set forth shall have the meaning defined in this Article. Any other term shall have its usual and customary meaning, unless the context requires a different meaning. 2 4.1 ~.~._A~__DWELLIN~ Means a building or group of buildings designed, intended for or used for any purpose other than single family or duplex residences and shall include office buildings. Any building or group of buildings where combined residence and business is practiced, where such business is advertised by a sign of any type on the premises and/or is listed in the telephone directory as a business shall be classified as commercial. 4.2 ~Q~R~_~~ Means any material which has been compressed by a mechanical device either before or after it has been placed in a receptacle handled by CONTRACTOR. 4.3 ~Q_b?AIN~ Means any reusable container that is durable, corrosion resistant, non-absorbent, and easily cleanable, which is left at a customer's premises and emptied into CONTRACTOR'S truck either by human or mechanical means. 4.4 ~Q~ Means any person residing in or doing business within the CITY limits to whom solid waste collection and hauling, disposal, or recycling services are provided pursuant to this Contract including, but not limited to, all persons receiving bills from the CONTRACTOR for the collection and hauling, disposal and recycling of solid waste. 4.5 "DA~_~OUS_~_~E~ Means any discarded, useless, unwanted or abandoned substances, including, but not limited to certain pesticides, or any residues or containers of such substances which are disposed of in such quantity or concentration as to pose a substantial present or potential hazard to human, wildlife, or the environment because of such wastes or constituents or combinations of such wastes: 4.5.1 Have short-lived toxic properties that may cause death, injury, or illness or have mutagenic, teratogenic, or carcinogenic properties; or 4.5.2 Are corrosive, explosive, flammable, or may generate pressure through decomposition or other means. 4.6 "__D~Q_~____~E__" Means the location where any final treatment, utilization, processing, or deposit of solid waste occurs. 4.7 ~E_~I~ELX__~Z__ia~FASTE" Means any dangerous waste which: 4.7.1 Will persist in a hazardous form for several years or more to disposal site and which in its persistent form presents a significant environmental hazard and may be concentrated by living organisms through a food chain or may effect the genetic make-up of man or wildlife and is highly toxic to man or wildlife; 4.7.2 If disposed of at a disposal site in such quantities as would present an extreme hazard to man or the environment; 4.8 "HAZARDQ~__W~ Means and includes all dangerous and extremely hazardous wastes, including substances composed of both radioactive and hazardous components. 4.9 "INDEX" Index shall mean the Consumer Price Index for Services for Class C Cities, Western Region, as published by the United States Bureau of Labor and Statistics. 4.19 ~I~_~!.C~Q_NA~L___HEAL'£H.~pAR'~I~_____.~ Means City, County, City- County, or District Public Health Department. 4.11 ~_LA__~_~L~ Means a disposal facility or part of the facility at which solid waste is placed in or on land and which is not a land treatment facility. 4.12 ~_~AL____WASTE" Means all the infectious, and injurious waste originating from a medical, veterinary or intermediate care facility. 4.13 ~N~-_~_A~_~ Shall mean a container made of durable, corrosion resistant, non-absorbent material, water tight with a close fitting cover which shall not exceed 20 gallons in volume and 32% pounds in weight including contents. 4.14 ~Q~ Means any individual, firm, association, co- partnership, political subdivision, government agency, municipality, industry, public or private corporation, or any other entity whatsoever. 4.15 ~LABLE ~ATERIAL~ Means those solid wastes that are separated for recycling or reuse, such as papers, metals, and glass, that are identified as recyclable material pursuant to a local comprehensive solid waste plan or by ordinance. 4.16 ~~ Means transforming or remanufacturing waste materials into useable or marketable materials for use other than landfill disposal or incineration. 4.17 ~~ As used in this Contract, residence shall mean a living space individually rented, leased, or owned whether a free standing single family residence or a portion of a duplex, but shall not mean residential structures containing three or more units. 4.18 '_~QLID W~"___9~__~_WA_~E_~ Means all putresible and non- putresible solid and semi-solid wastes including, but not limited to, garbage, rubbish, ashes, industrial wastes, swill, demolition and construction wastes, and recyclable materials. 4.19 ~~_T__RASH CAN~ Shall mean a solid waste container made of durable, corrosion resistant, non-absorbent material, water tight with a close fitting lid, which shall not exceed 32 gallons or four cubic feet of capacity nor 65 pounds including contents. 4.20 "TRAN~E__R_FA~IT~" Means a staffed, fixed, supplemental facility used by persons and route-collection vehicles to deposit solid waste into transfer trailers for transportation to a disposal site. 4.21 ~X~__~ Means grass clippings, leaves, loose plant material, and branches or sticks less than one inch in diameter and no more than three feet in length. Christmas trees shall be considered yard waste provided they have been cut by the customer so that the branching spread is no more than four feet across and no more than three feet in length. Yard waste shall not include any substance otherwise within this definition that has been contaminated by hazardous waste, fecal matter, or any other substance that will inhibit the natural decomposition of the yard waste. ARTICLE V COLLECTION AND DISPOSAL SERVICES, NON-RECYCLABLB SOLID WASTE 5.1 ~Q~K_CQL~ T_~X[QN. AN~__~SPOSA~_. 5.1.1 The CONTRACTOR agrees to collect and dispose of all solid waste accumulated by customers for collection by the CONTRACTOR within the CITY limits subject to the limitations in this contract. 5.1.2 Provided, however, the CONTRACTOR shall have no obligation to collect and dispose of hazardous waste and 6 medical waste. 5.2.1 Eg~i~gR~i~_~gK~iGg. The CONTRACTOR shall make at least one collection each week at all residences inside the city limits. 5.2.2 Non-Residential Service. Collection at all other buildings, places of business, commercial dwellings, or premises where solid waste is accumulated or generated within the CITY limits shall be made as frequently as may be necessary in the opinion of the CONTRACTOR to avoid the creation of a nuisance or the violation of any ordinance, regulation, or law, but in no event less than once a week, nor more than six times a week with at least 24 hours between collections; provided, however, that any customer dissatisfied with the frequency of collection determined to be appropriate by the CONTRACTOR can appeal said determination pursuant to the terms of this Contract. 5.2.3 The CONTRACTOR shall have authority to schedule all collection services and will provide each customer with consistent service on the same day or days each week. Collections in residential areas shall occur only Monday through Friday, and in no event before 6:30 a.m. disruptions beyond the control of the CONTRACTOR, such as weather, prevent collection on the scheduled day, the CONTRACTOR shall make collection on the next regularly scheduled workday on which collection is possible. The collection that resumes scheduled service shall take at no additional charge bags, boxes, and other secure wrappers and shall empty temporary receptacles that customers have used when the regular containers have been filled. 5.2.5 Reschedul~. Due to Le~_~9~. When the day of regular collection is a legal holiday as defined by State law or City ordinance, CONTRACTOR may reschedule the regular collection to the next succeeding work day. If a legal holiday falls on a Friday, CONTRACTOR may make the collection the next day. CONTRACTOR shall not collect refuse a day early due to a holiday. 5.2.6 Service to the a. The CONTRACTOR shall collect free of charge all solid waste accumulated for collection and disposal by the CITY at city fire stations, the city hall, the municipal garage, city parks and all other city-owned and occupied buildings, and, further, from all public-use solid waste containers on public property in the Bremerton business areas. b. The CITY shall be responsible for payment of the landfill fees associated with disposal of the solid waste generated by the CITY including the disposal of solid wastes collected by the CITY itself such as street sweepings and construction debris; provided, however, that the CONTRACTOR shall subsidize the CITY's landfill fees as follows: 8 1. In the year 1992, the CITY shall pay nothing for disposal of its solid waste; 2. In 1993, the CITY shall be responsible for any lawfully imposed landfill tax or assessment and 25% of the actual landfill costs; 3. In 1994, the CITY shall be responsible for any lawfully imposed landfill tax or assessment and 50% of the actual landfill costs; 4. In 1995, the CITY shall be responsible for any lawfully imposed landfill tax assessment and 75% of the actual landfill costs; 5. In 1996 and for each year thereafter during the life of this Contract, the CITY shall be responsible for any lawfully imposed landfill tax assessment and 100% of the actual landfill costs. 5.3 ~QL~_~Q_N~&~NE~4~. 5.3.1 ~9~_~9¥~_~9~. A customer may provide its own container for solid waste. The container provided by the customer shall be either a "standard trash can" or a "mini-can" as those terms are defined in this contract; Provided, however, that any customer may appeal the contractor's determination regarding the number of solid waste containers required. 5.3.2 QgU~9~ .... ~9¥~9~ .... ~9~9~. At the request of a customer, or if, in the CONTRACTOR's opinion, the customer's needs require it to avoid the creation of a nuisance or the violation of any ordinance, regulation, or law, the CONTRACTOR may supply the customer with solid waste containers; provided, however, that any customer may appeal the CONTRACTOR's determination regarding the size and number of the 9 solid waste containers furnished in the manner provided in this Contract. Any container provided by the CONTRACTOR shall meet relevant industry standards concerning capacity, durability, and security from the elements or vandalism. 5.3.3 ~gG~iRg_~gR~iners. The CONTRACTOR and the customer may, by mutual agreement, make arrangements for the CONTRACTOR to provide locking solid waste containers to the customer. 5.3.4 ~_~9~i~_~9. Should a customer accumulate more solid waste than the customer's solid waste container can accomodate, the customer may place such extra waste out for collection on the day scheduled for regular pickup. The CONTRACTOR shall pick up such extra solid waste as is neatly contained in a disposal container such as a standard trash can, box or bag; provided, however, that no single disposal container shall exceed 33 gallons in volume or weigh when full more than 65 pounds. 5.3.5 ~gR~iRgf_~Rgg. During the life of this Contract, should it become both technically feasible and economically advisable for the CONTRACTOR to provide containers to customers now providing their own solid waste containers, either party may petition the other to consider whether a solid waste container substitution should be implemented. Consent to substitution of solid waste containers shall not be unreasonably withheld by either party. Should substitution of solid waste containers be implemented, the parties shall negotiate, in good faith, an appropriate adjustment to the relevant rate components. 10 5.4.1 Access. CONTRACTOR may refuse to collect containers from points where because of the condition of the access way it is impractical or unsafe to operate vehicles. 5.4.2 Waste QR~9_~_~gR~Bg~. The CONTRACTOR may refuse to collect wastes not placed inside of containers. 5.4.3 Animals ~9R~i~9[9~_~Rterous. CONTRACTOR may refuse to enter onto private property to collect containers while an animal considered or feared to be dangerous by the CONTRACTOR is loose. The customer in that situation will be required to confine the animal on pick up days. 5.4.4 ~terous Items. The CONTRACTOR is not required to collect dangerous waste, hazardous waste, extremely hazardous waste, medical waste, excessive amounts of liquid and dangerous sharp objects. 5.5 SPILLAG_~. CONTRACTOR shall leave all pick-up areas in a clean, sanitary condition and shall not permit any solid waste or other materials dropped from the trucks or disposal containers during collection to remain on the ground. 5.6 COLLECTION EOUIP~ENT. 5.6.1 ~9~[iR~igR_9~_~ehicles. CONTRACTOR agrees to furnish and maintain a sufficient number of radio equipped vehicles especially designed for the collection, hauling, and disposal of solid waste. The vehicles shall be kept clean, sanitary, and neatly painted. The vehicles shall all be painted the same color and shall have the CONTRACTOR'S name painted in letters of contrasting color, at least four inches high on the side of each vehicle. The CONTRACTOR shall not use 11 a company name containing the words "Bremerton," "City," or any other words implying municipal ownership. No advertising other than the name of the CONTRACTOR shall be displayed on the vehicles. The vehicles used by CONTRACTOR for the collection of solid waste shall have a tight metal body and shall at all times be provided with a proper cover that may be securely fastened over the load. 5.6.2 Q~gration of Vehicles. The vehicles shall be kept in proper running order and shall be disinfected at least once a week. The cover shall be fastened whenever required to prevent the strewing of waste or when necessary to prevent the exposing of unsightly waste when the vehicle is in route to the point of disposal. 5.6.3 [B~pection of Yghi~9~. The vehicles shall be subject to inspection by an authorized officer of the CITY at all reasonable times. 5.7 ~Q~Q~_~A~~. At the time of the execution of this Contract, the Olympic View Sanitary Landfill provides drop-off services for yard waste, wood waste, and bulky waste. Should the Olympic View Sanitary Landfill cease to provide this service during the life of this Contract, then the CONTRACTOR shall provide within the City limits a drop-off collection point for the same materials. Said drop-off site shall be open during regular business hours at least six days per week. Should said services become necessary, the parties shall together negotiate in good faith a reasonable rate reflecting the cost of the provision of said service plus reasonable profit and overhead. Should the parties be unable to agree, then 12 the CITY may construct and operate its own drop-off facility or contract for such services. ARTICLE VI RECYCLING SERVICES As part of its obligation to collect and dispose of all solid waste generated by residents of the City of Bremerton, the CONTRACTOR shall provide the following recycling services. 6.1 ~ RECYCLING _ SERVICES. _ _ ~ ~ 'I'HEIR OWN SOLID ~ E_T~INER. The CONTRACTOR shall provide the following curbside pick up, that is pick up from the same site as solid waste collection, of recyclable materials to all residential customers that provide their own solid waste container, whether mini-can or standard trash can or cans. 6.1.1 Date o_f_I_m_Dl_e_m_e_Rt_at_ion. Curbside recycling services for residential, own-container customers shall begin December 1, 1992 or at the time residential curbside recycling is implemented in the level one service areas of Kitsap County. The CONTRACTOR shall provide the CITY notice of its intent to implement recycling services at least 180 days prior to such implementation. 6.1.2 Materials. The CONTRACTOR shall collect at curbside from residential customers providing their own solid waste container the following materials: a. newspapers; b. aluminum can containers; c. tin cans; 13 d. magazines; e. glass containers; f. PET containers; g. HDPE containers, uncolored; h. such other materials as the CITY determines should be added in the future during the life of this Contract, provided markets exist for the materials to be added, and, further, provided that additional reasonable costs associated with collecting new materials shall be incorporated into the recycling rate; i. Provided, further, however, that the CONTRACTOR shall have the right to refuse pick up of otherwise recyclable material if said material is, in the opinion of the CONTRACTOR, contaminated with other wastes to the extent the materials cannot be safely or economically recycled. 6.1.3 Container. The CONTRACTOR shall provide to residential customers otherwise providing their own solid waste containers a container or containers for recyclable materials of sufficient size to handle a single family customers bi- weekly accumulation of recyclable material. Said container or containers shall be of uniform color and each shall bear the logo of the CONTRACTOR. 6.1.4 Service Intervals. The CONTRACTOR shall pick up recyclable materials pursuant to this sub-section on a bi- weekly basis on the same day that the CONTRACTOR provides 14 regular solid waste collection service. Provided, however, that should more or less frequent pick up of recyclable materials be mandated by any ordinance, statute, interlocal agreement, or other source of law, the CONTRACTOR shall comply with said mandate, and, further, be authorized to adjust the rate for recycling services accordingly, subject to CITY approval, said approval not to be unreasonably withheld. a. On the dates specified for regular bi-weekly curbside collection of recyclable material, the CONTRACTOR shall pick up, in addition to the materials placed in the contractor provided recycling containers, any recyclable material put out by the customer, provided said material has not been contaminated and is placed in a suitable non- disposable container. COLLECTION. The CONTRACTOR shall provide the following recycling services at curbside to all residences employing solid waste containers provided by the CONTRACTOR or compacting their own solid waste for centralized collection. 6.2.1 !~plementation Date. CONTRACTOR shall make recycling services available to residences employing centralized solid waste collection in containers provided by the CONTRACTOR by December 1, 1993, or at the time curbside recycling service is implemented at multi-family residences in the level one service areas of Kitsap County. The CONTRACTOR shall provide the CITY at least 180 days notice prior to the implementation of such recycling services. 6.2.2 ~9[i~. The CONTRACTOR shall collect at curbside from residential customers utilizing solid waste containers provided by the CONTRACTOR or compacting their own solid waste of the following materials: a. newspapers; b. aluminum can containers; c. tin cans; d. magazines; e. glass containers; f. PET containers; g. HDPE containers, uncolored; h. such other materials as the CITY determines should be added in the future during the life of this Contract, provided markets exist for the materials to be added, and, further, provided that additional costs associated with collecting new materials shall be incorporated into the recycling rate; i. provided, further, however, that the CONTRACTOR shall have the right to refuse pick up of otherwise recyclable material if said material is, in the opinion of the CONTRACTOR, contaminated with other wastes to the extent the materials cannot be safely or economically recycled. 6.2.3 ~9~9~. The CONTRACTOR shall, in addition to the solid waste containers provided, furnish appropriate containers for recyclable materials to all residential, centralized collection customers. These 16 containers shall be placed in the same general area as the solid waste containers provided by the CONTRACTOR. 6.2.4 ~9[¥i~9_~tervals. The CONTRACTOR shall collect recyclable materials from residences employing centralized collection no less than bi-weekly on the same day as regular solid waste collection. Provided, however, that should more or less frequent of recyclable materials be mandated by any ordinance, statute, interlocal agreement, or other source of law, the CONTRACTOR shall comply with said mandate, and, further, be authorized to adjust the rate for recycling services accordingly, subject to CITY approval, said approval not to be unreasonably withheld. 6.3 XARD ~STE. Upon subscription, the CONTRACTOR will provide the following yard waste collection services at curbside to customers. 6.3.1 ~9_9~_~R~9~gR~gR. Yard waste collection will begin July 30, 1992. 6.3.2 Materials to be Collected. The CONTRACTOR will collect yard waste as that term is defined in this contract from subscribing residences 6.3.3 Container. To each subscribing customer, the CONTRACTOR will provide a container of at least 95 gallons in capacity, durable, corrosion resistant, non-absorbent, water- tight, easily cleanable, and equipped with a close-fitting lid. 6.3.4 ~9~¥i~9_!R~9~. Yard waste will be collected bi- weekly during the months of March, April, May, June, July, August, September, October, and November. Yard waste will be collected monthly during the months of December, January, and 17 February. 6.4 ~X~L~G_~¥~_~Q_~Q~_~~IA~ ~Q~. The CONTRACTOR shall make recycling services available to non residential customers within the City of Bremerton as follows. 6.4.1 Date of I~~ation. CONTRACTOR shall provide recycling services to commercial customers beginning on the same date of provision of recycling services to multi-family residences as is provided above. 6.4.2 ~fial to be ~XG~. From a commercial site participating in the recycling program, the CONTRACTOR shall collect the following materials: a. newspaper~ b. magazines~ c. white ledger paper~ d. colored ledger paper; e. corrugated containers; f. aluminum cans and containers; g. tin cans; h. resin separated plastics~ i. glass containers~ j. such other recyclable materials as may be determined by the CONTRACTOR. 6.4.3 Container. Recyclable materials shall be collected by commercial customers in an appropriate, non- disposable container. 6.4.4 ~f~G~_~f~. CONTRACTOR shall collect recyclable materials from non residential customers at a 18 frequency to be negotiated between CONTRACTOR and customer but in no event at an ~nterval that ~ould create a nuisance or public health hazard. 6.5 ~OF RBC~CLABLE ~ATER~ALS. The parties may agree to delete any material from the list of materials to he recycled. Consent to such deletion shall not be unreasonably withheld by either party. Should any recyclable material be deleted from the list ~f materials to be collected, or should frequency of collec~ion be decreased, then an appropriate adjustment shall be made to th~ r. ecycl~ng rate component. 6.6 ~Q~]J~X_~~&~Q~- While the CITY ~s contemplating implementation of a recycling program for which all city residents will be obligated to pay, nothing in this Contract shall be construed to obligate any customer of the CONTRACTOR to participate in the recycling program offered by the CONTRACTOR. Charges for recycling will commence at the time the recycling programs referenced in this Contract are made available. 6.7 ~L~_K~&~XQ~. The CITY shall develop and produce all relevant programs and materials it deems necessary to educate the public about the recycling services provided pursuant to this Contract. The CONTRACTOR shall distribute such materials as the CITY may deem necessary to promote the recycling program called for in this Contract. 6.8 ~OF ~~. The CONTRACTOR shall have title to all recyclable materials collected pursuant to this Contract. CONTRACTOR shall market sa~d materials in a commercially reasonable fashion. Otherwise recyclable mater~al shall not be 19 placed in a landfill or otherwise thrown away without approval from the CITY, such approval shall not be unreasonably withheld. 6.9 RE~'~N~E. The CONTRACTOR shall keep a record of and account to the CITY for all revenue received from the sale of recyclable materials. All such revenue shall be divided between the CONTRACTOR and the CITY pursuant to this Contract. 6.10 LIOUIDATED DAY,AGES. Should the CONTRACTOR fail to commence recycling services to customers in any of the categories described above by the date specified, the CONTRACTOR shall be liable for liquidated damages of $50.00 per calendar day until commencement of the required recycling services. ARTICLE VII SERVICE RATES 7.1 B~_~Q~QN~. The rate to be charged by the CONTRACTOR for services provided pursuant to this Contract shall consist of four components: collection and hauling, disposal, recycling, and taxes. 7.1.1 Collg~igR_~R~_~iBi. The collection and hauling component of the rate shall cover those services associated with collecting non-recyclable solid waste from the customer and hauling it to the disposal site. 7.1.2 DisRg~. The disposal component of the rate shall cover the costs of actual deposit of the collected solid waste in a landfill or other suitable disposal site. 7.1.3 Eg~¥~Bt- The recycling component of the rate shall cover the collection, processing, and ultimate 2O marketing of recyclable materials collected pursuant to this Contract. 7.1.4 ~9~. The rate shall also include all taxes, whether imposed by the CITY, Kitsap County, the State of Washington, the government of the United States, or any other duly authorized body. All taxes shall be in addition to the collection and hauling rate, the disposal rate, and the recycling rate. 7.2 COLLATION AND ~A~I~_~. The collection and hauling rate component to be charged by the CONTRACTOR shall be as follows: 7.2.1 R~9¥i~9~_~9~_~a~9_~0ntainers. Customers providing their own solid waste container may elect to employ either a single mini- can or a standard trash can or cans. A customer electing to employ a standard trash can or cans may not also use a mini- can. The rate component to be charged for customers providing their own solid waste containers shall vary with the number of units employed and the distance the solid waste receptacle must be carried to the CONTRACTOR's truck. The current rate components for collection and hauling are attached to this Contract as Table "A" and are incorporated in full by this reference. 7.2.2 Qontractor-P[9¥i~9~_~91id Waste ReceR~a~ga. The rate component to be charged for the collection and hauling of solid waste from receptacles provided by the CONTRACTOR are as set forth in Table "B" to this Contract, said Table being incorporated in full by this reference. 21 7.2.3 Q~9~9[_~gRR~9~_~9~i~_~a~9. The rate component to be charged for the collection and hauling of solid waste compacted by the customer before pick up are as set forth on Table "C" to this Contract, said Table "C" being incorporated in full by this reference. ~9~RgRgR~- Beginning in January of 1993, and annually thereafter for the life of this Contract, the rate component for collection and hauling of solid waste shall be adjusted by the percentage prescribed by the Index, Provided, however, that any upward adjustment of the collection and hauling rate shall not exceed 6% unless otherwise agreed pursuant to this Contract. The January adjustment shall be based upon the percentage produced by the Index in the previous September, provided, however, that the collection and hauling rate component for customers using solid waste containers provided by the CONTRACTOR or compacting their own solid waste shall not be adjusted pursuant to the Index in January of 1993. The first adjustment of the CONTRACTOR provided container collection and hauling rate component shall be in 1994. 7.2.5 ~i¥9 Year E9¥!9~- The collection and hauling rate shall be reviewed by the CONTRACTOR and the CITY in January of 1996 if either of the following conditions are met: a. In the event that the Index in each of any of the three previous five years produced a percentage increase of 6% or greater; b. In the event that each of the two years immediately 22 preceding the review the Index has produced an annual percentage increase of 6% or greater. The purpose of the review shall be to determine whether the collection and hauling rate component shall be increased in accordance with the Index notwithstanding the 6% cap, and, further, whether the cap should be increased. The CITY's consent to an increase of the collection and hauling rate component to comport with the Index shall not be unreasonably withheld. 7.2.6 ~i~9~aneous .~9~¥i~_~_~. The rates to be charged for miscellaneous collection and hauling services, including maintenance of containers and an hourly rate for trucks and drivers, are as set forth on Table "D" to this Contract, said Table being incorporated in full by this reference. 7.2.7 ~gR~ainers 9£_~_~9~i~_~a~9. The CONTRACTOR shall charge for containers of extra solid waste as described in Paragraph 5.3.4 of this Contract a rate of $3.75 for each such extra container. Beginning in January of 1993 and annualy thereafter, the charge for extra solid waste containers shall be adjusted annualy pursuant to this Contract in the same manner as the adjustment of the collection and hauling rate for customers providing their own solid waste containers. 7.3 ~I~POSAL ~ATE. The CONTRACTOR shall charge a disposal rate component as follows for the ultimate disposal of the solid waste collected pursuant to this Contract. 7.3.1 ~G9_9~_~9~. The parties contemplate that 23 during the life of this Contract all solid waste collected pursuant to this Contract will be disposed of in the Olympic View Sanitary Landfill in Kitsap County, Washington. a. Should that disposal site become unavailable, or should disposal at the Olympic View Sanitary Landfill become too costly in the opinion of the council, then the parties shall negotiate a disposal rate component based upon the cost of disposal at an alternative site. Said disposal rate shall include a reasonable sum to reflect necessary overhead, said overhead costs to be specified by the CONTRACTOR and verified by the CITY. b. The cost of transporting the CITY's solid waste to an alternate disposal site, including a reasonable overhead and profit, shall become part of the collection and hauling rate component and be adjusted annually pursuant to this Contract, provided, however, that nothing in this agreement shall grant the right to haul other than to a solid waste facility in Kitsap County unless otherwise directed by the CITY. c. Under the following conditions, the CITY may designate an alternative disposal site for the solid waste collected by the CONTRACTOR pursuant to this Contract: 1. The CITY may designate as an alternative disposal site a site in full compliance with all minimum functional standards as imposed by the State of Washington and the Federal Government, provided that disposal at said alternative site shall be more 24 cost effective than disposal at the Olympic View Sanitary Landfill considering both transportation and disposal costs; 2. The CITY may designate as an alternative disposal site a site not in compliance with all minimum functional standards as imposed by both the State and Federal governments provided that said landfill is permitted by the Jurisdictional Health Department as a solid waste disposal site and, further, provided that disposal at said alternative site shall be 25% cheaper than disposal at the Olympic View Sanitary Landfill considering transportation and actual disposal costs. d. Should the CITY mandate disposal of the solid waste collected pursuant to this Contract in a landfill or other disposal site not meeting the relevant State and Federal minimum functional standards, then the CITY shall defend and indemnify the CONTRACTOR from any and all claims that may be brought as a result of the failure of said landfill to properly contain the solid waste collected pursuant to this Contract. 7.3.2 E~9-~9~Rgag~_£9~_PiaRga~_~_Q~m_Ri~_yi~_~i~[~ Land,i!!. The cost of disposal of solid waste at the Olympic View Sanitary Landfill is shown in Table "E" to this contract, said Table being incorporated in full by this reference. Disposal cost is expressed in compacted cubic yards and loose cubic yards. The proration of these rates to the 25 solid waste receptacles contemplated in this Contract, both owner supplied and CONTRACTOR supplied and for customers compacting their own solid waste, are shown in Table "F" to this Contract, said Table being fully incorporated by this reference. 7.3.3 ~9i~9~_~9~9K~i9~. The parties anticipate that the disposal costs at the Olympic View Sanitary Landfill will convert from a cubic yard or volume analysis to a weight-based analysis by January 1, 1993. At that time, or at such time as the volume to weight conversion is completed by the Olympic View Sanitary Landfill, Tables E and F shall be amended to reflect the change, and, further, any change in the disposal rate component resulting from such conversion shall be reviewed by the CITY and, if found reasonable, shall be incorporated in January of 1993 or at the next regular adjustment of the collection and hauling rate. The CITY's consent to a disposal rate component adjustment based on the conversion shall not be unreasonably withheld. 7.3.4 ~ustment of the Di~Rg~i_E~9_~gmPgDgD~. Should the Olympic View Sanitary Landfill, or any alternative disposal site, increase its rates for the disposal of solid waste, said increase shall be incorporated into the disposal rate component charged pursuant to this Contract as follows: a. Should the Washington Utilities and Transportation Commission approve an increase at the Olympic View Sanitary Landfill pursuant to a review of a tariff proposed by a certificated hauler considered by the 26 Utilities and Transportation Commission to be an affiliated interest of the Olympic View Sanitary Landfill, then said increase shall be forthwith incorporated into the disposal rate component charged by the CONTRACTOR pursuant to this Contract. b. In the alternative, the CONTRACTOR shall have the right to petition the Bremerton City Council for approval of the incorporation of the landfill increase into the disposal rate component. The City Council shall have the right to appoint an independent engineering consultant qualified to review the petition of the CONTRACTOR. The CONTRACTOR shall bear the expense of said review to the extent that it consists of a verification of the sufficiency and accuracy of the information relied upon in the CONTRACTOR's petition. Should the independent consultant's review verify the information contained in the CONTRACTOR's petition for a rate increase, the CITY's approval of the disposal rate component increase shall not be unreasonably withheld. c. Should disposal be at a site considered not to be an affiliated interest of the CONTRACTOR as that term is defined by the Washington Utilities and Transportation Commission, then any increase in disposal cost shall be forthwith incorporated into the disposal rate component charged by the CONTRACTOR pursuant to this Contract. d. Tipping fees charged for CITY waste shall in no event exceed those charged for other municipal controlled waste streams. 7.4 B~X~. Upon implementation of the curbside recycling program, the CONTRACTOR shall charge a recycling rate component as follows for the recycling services provided pursuant to this Contract. 7.4.1 g~ai~ial-~u~9~9~_~aiag_~gi~_~_~91!~ ~9_QgR~aiRgf. Each customer within the CITY providing his or her own solid waste container at his or her place of residence shall be charged a monthly recycling rate component as set forth on Table "G" to this Contract. 7.4.2 Eg~dential Service~_~gR~a~9~_~RRR~ig~ Customers employing solid waste containers supplied by the CONTRACTOR to residential sites or compacting their own solid waste at residential sites shall be charged a recycling rate component as is reflected in Table "G" to this Contract. 7.4.3 Rec~!R~_~gfYi~ga_~_~9~grcia~_~i~ga. The CONTRACTOR shall upon request of the customer provide recycling services to non-residential customers pursuant to this Contract. The rate for such service shall be negotiated between the CONTRACTOR and the customer. 7.4.4 X~[~_~9. The rate for yard waste curbside pick-up shall be $5.00 per month per container. rate components, both the residential and the yard waste components, shall be adjusted pursuant to the Index in the same manner as the collection and hauling rate component until said 28 services are implemented. At implementation, and annually thereafter during the life of this Contract, the residential recycling rate components shall be adjusted by a percentage amount that is 83% of the percentage change authorized for the collection and hauling rate. 7.4.6 EgEgR~9_A~fl~igR. The revenue collected by the CONTRACTOR from the sale of recyclable materials collected within the City of Bremerton shall be deposited in an interest bearing account naming both the CONTRACTOR and the CITY as joint tenants in said account. By February 1st of each year of this Contract, the funds collected in said account over the previous year shall be divided between the CITY and the CONTRACTOR as follows: The CONTRACTOR shall receive a portion of the accumulated revenue sufficient when combined with the rate collected by the CONTRACTOR during the previous year to pay to the CONTRACTOR a profit margin of 13% on the residential recycling program; provided, however, that in no event shall the CONTRACTOR receive more than 75% of the accumulated revenue nor less than 10% of the accumulated revenue. 7.5 WESTPARK. The collection and hauling rate component for the Westpark subsidized housing complex shall be $6.60 per household; the recycling rate component shall be negotiated when recycling is implemented. The Westpark rate shall be subject to annual adjustment pursuant to this Contract. 7.6 ~K~. The rate charged by the CONTRACTOR to the customer shall also include a component reflecting all taxes imposed by the CITY, Kitsap County, the State of Washington, the United 29 States Federal government, or any other duly authorized taxing authority. Said taxes shall be part of the regular billing to the customer and shall be charged in addition to the sums authorized for collection and hauling, disposal, and recycling. ARTICLE VIII NISCELLANEOUS PROVISIONS 8.1 EXPANSION OF CITY LINITS. The CONTRACTOR shall provide service pursuant to this Contract to all areas annexed by the CITY within six months of annexation. 8.2 ~X_~Q~L_~. The CONTRACTOR shall provide and make available for the use of the CITY a disposal site within seven miles of the CITY where the city may dump its street sweepings, storm drain catch basin waste, and other special city-created or accumulated solid waste, excluding hazardous waste and medical waste. The CITY shall pay the cost of said disposal pursuant to the schedule set forth in paragraph 5.2.6 of this Contract including the transportation costs incurred by the CONTRACTOR. 8.3 EMPLOYEES OF THE CONTRACTOR. 8.3.1 QgR[~9~[. The CONTRACTOR's employees shall not produce disruptive noise in residential areas before 6:30 a.m. on weekdays or before 8:00 a.m. on weekends. 8.3.2 ~9_9~_~A~- The employees of the CONTRACTOR shall follow the regular walks of pedestrians while on private property and when returning to the truck after delivering empty cans and replacing covers. 8.3.3 ~[9~. The employees of the CONTRACTOR shall not 30 enter upon property except as is necessary to fulfill the terms of this Contract. 8.4 CUSTO~ERRELATIONS. 8.4.1 Office. CONTRACTOR shall maintain during regular business hours, five days a week, an office provided with telephone lines and such attendance as may be necessary to respond to inquiries, orders, and customer complaints relating to solid waste collection, disposal and recycling as required in this Contract. 8.4.2 ~9~iRg_~iR9~. The CITY agrees to employ a hearing examiner or dispute resolution committee to adjudicate disputes such as, but not limited to, the level of service determined to be necessary by the CONTRACTOR, the quality of service provided by the CONTRACTOR; and customer relations. The CITY shall adopt such procedures as are necessary to sufficiently empower said hearing examiner or board. The hearing examiner or board will not adjudicate disputes involving customer bills. 8.4.3 a. Employees of the CONTRACTOR employed in the collection and hauling and recycling of solid waste shall log all observed and reported violations of relevant ordinances in a form acceptable to the CITY. b. The CONTRACTOR shall employ a person to investigate all logged violations. This person shall report the results of said investigations directly to the CITY Attorney and shall cooperate fully in the prosecution of 31 such violations. 8.4.4 ~9~R~R~a- All complaints shall be directed to the CONTRACTOR and shall be given prompt and courteous attention. In the case of alleged missed scheduled collections, the CONTRACTOR shall investigate and, if such allegations are verified, shall arrange for the collection within 24 hours of receipt of the complaint exclusive of Sundays and legal holidays. 8.5 BXLLING. The CONTRACTOR shall prepare and submit bills showing monthly charges for services rendered, including taxes, on at least a bi-monthly basis. 8.5.1 ~gR~. The customer's bill shall be payable to the CONTRACTOR. 8.5.2 Address Assis~R~9. The CITY shall provide all reasonable assistance in determining the property owner's address including, but not limited to, providing the CONTRACTOR a list of changes in all persons receiving water bills from the CITY. 8.5.3 LigB. Upon delinquency, the amount of the bill shall become a lien against the property served. a. Said lien is effective by filing a notice of the lien which specifies the charges, the period covered by the charges, and a legal description of the property served. b. The lien shall be filed and foreclosed as the law prescribes the filing and foreclosure of liens for labor and materials. c. The lien shall be prior to any subsequently filed lien 32 but shall be subject to all general taxes and local improvement assessments whether levied before or after the lien. d. The CONTRACTOR shall indemnify and hold the CITY harmless from liability resulting from the CONTRACTOR's efforts pursuant to this section. 8.5.7 ~9~9~~_~illi~. The CONTRACTOR and owners of more than one rental property may arrange for all billings to be consolidated and sent to one address. The CONTRACTOR may charge a one time set up fee for arranging this service. 8.6 ~Q~_~Q_~_~. Beginning within one month after the implementation of residential curbside recycling services, the CONTRACTOR shall submit monthly reports to the CITY within ten (10) days after the end of the previous month providing the following data for the previous month: a. Monthly cubic yards and/or tonage of all Bremerton municipal solid waste disposed of in the Olympic View Sanitary Landfill. Residential and commercial municipal solid waste should be summarized separately; b. Monthly tonages of all recyclable materials recovered, by material. Residential and commercial recyclable material shall be summarized separately; c. Monthly summaries of tonages of all materials sold in revenues received, by material; d. Material market prices by recyclable material; e. Residential and commercial participation rates for 33 recycling and yard waste services in terms of weekly and monthly said accounts with the description of the methods used to determine these rates; f. Listing of date, name, address, and nature of all customer complaints, accompanied by the date of any action taken, the resolution and/or unusual problems related to each complaint. 8.7 ~X~_~Q_~~. All of the solid waste of any kind collected by CONTRACTOR for disposal shall become the property of the CONTRACTOR upon collection. Responsibility for proper disposal shall pass to the CONTRACTOR upon collection. 8.8 ~z_~A~D PE~ITS. The CONTRACTOR shall pay all required taxes, license fees, or permits and shall maintain during the life of this Contract workmen's compensation insurance for all of its employees. 8.9 ~_~. The CONTRACTOR shall purchase and maintain during the life of this Contract comprehensive general liability and automobile liability insurance that protects the CONTRACTOR and the CITY from damages arising out of the operations set forth in this Contract. 8.9.1 Q9~9[~9 The insurance shall cover damages arising from bodily injury, accidental death, property damage, and personal injury. The insurance shall cover operations by the CONTRACTOR or by a person directly or indirectly employed by the CONTRACTOR. 8.9.2 The CITY shall be included as an additional named insured on each policy. 8.9.3 Each insurance policy shall be for a minimum amount 34 of $2,000,000.00 per occurrence, with deductibles and self- insured restrictions not to exceed $25,000.00 per occurrence. 8.9.4 CONTRACTOR shall furnish the CITY with certificates of insurance evidencing the coverage described in this section and providing the CITY with 30 days advance notice of cancellation. 8.10 ~B~&~Q~- The CONTRACTOR covenants that it will indemnify the CITY from any loss, damage, cost, charges or expenses that may be charged to the CITY by reason of any act, actions, neglect, commission or default on the part of the CONTRACTOR. 8.10.1 ~R_case of suit. If a suit is brought against the CITY because of any act, action, neglect, commission or default of the CONTRACTOR, in relation to this Contract, the CONTRACTOR hereby agrees to defend against the suit and pay all judgments, costs, attorney's fees and other expenses that are incurred by or obtained against the CITY. 8.10.2 ~imits on Indemnifi~igR. The CONTRACTOR shall not indemnify the CITY for any act, action or, neglect, commission, or default resulting solely from the acts or negligence of the CITY or its agents. 8.11 PERFOP~AN~E BOND. The CONTRACTOR shall execute and file with the CITY Clerk contemporaneously with the signing of this Contract a bond in the sum of $50,000.00. The bond shall be in a form approved by the CITY Attorney. The CONTRACTOR shall keep the bond in full force and effect during the term of this CONTRACT. 8.11.1 The bond shall name the CONTRACTOR as principal and a company authorized to do corporate surety business within the 35 State of Washington as surety. 8.11.2 The condition of the bond will be that the CONTRACTOR will faithfully perform the Contract and pay all labor, mechanics, materialmen, and all persons who shall supply the CONTRACTOR with equipment, and supplies related to the fulfillment of this Contract. 8.12 PA~ENT OF CLAIKS. The CONTRACTOR agrees to pay all due and just claims related to labor and materials obtained by the CONTRACTOR in fulfillment of this Contract. 8.13 TRANSFERS BY COIFI'RACTOR. 8.13.1 CONTRACTOR understands and acknowledges that CITY has granted this Contract to CONTRACTOR in reliance on CONTRACTOR's business skill and financial capacity. Accordingly, the CONTRACTOR shall not sell, assign, transfer, convey, give away, pledge, mortgage, or otherwise encumber this Contract without the prior written consent of CITY. 8.13.2 CITY shall not unreasonably withhold its consent to a transfer of this Contract, provided, however, the CITY may require as exclusive conditions to its approval that: a. All of CONTRACTOR's accrued monetary obligations to CITY and all other outstanding obligations related to the Contract shall have been satisfied; b. The transferor shall have executed a general release in a form satisfactory to CITY, of any and all claims against CITY and its officers, directors, and employees, in their corporate and individual capacities, including without limitation, claims 36 arising under federal, state, and local laws, rules, and ordinances. c. The transferee shall enter into a written assignment in a form satisfactory to CITY, assuming and agreeing to discharge all of CONTRACTOR's obligations under this Contract. d. The transferee demonstrates to the reasonable satisfaction of CITY that it possesses the business skill and financial capacity to perform this Contract. 8.13.3 The CONTRACTOR shall notify City of any change in, or transfer of, or acquisition by any other party of control of the CONTRACTOR's company. The word "control" as used herein means any change in majority stock ownership. Every change, transfer or acquisition of control of the CONTRACTOR's company shall be subject to the approval by CITY which shall not be unreasonably withheld. The CITY shall have the right to require as conditions of its approval that: a. All of CONTRACTOR's accrued monetary obligations to CITY and all other outstanding obligations related to the Contract shall have been satisfied; b. The transferor shall have executed a general release in a form satisfactory to CITY, of any and all claims against CITY and its officers, directors, and employees, in their corporate and individual capacities, including without limitation, claims arising under federal, state, and local laws, rules, and ordinances. 37 c. The transferee shall enter into a written assignment in a form satisfactory to CITY, assuming and agreeing to discharge all of CONTRACTOR's obligations under this Contract. d. The transferee demonstrates to the reasonable satisfaction of CITY that it possesses the business skill and financial capacity to perform this Contract. 8.13.4 ~_~Rfi~_~fi~h__9~_~gR~_~R~9~R~fiR~. Upon the death or mental incompetency of any person with an interest as an owner in the Contract, the executor, administrator, personal representative or trustee of such person or entity shall transfer within a reasonable time his or its interest to a third party approved by CITY. Such transfers, including, without limitation, transfers by devise or inheritance, shall be subject to the same conditions as any inter vivos transfer. If the heirs or beneficiaries of any such person are unable to meet the conditions in 8.13.3, the personal representative of the deceased CONTRACTOR shall have a reasonable time to dispose of the deceased's interest in the Contract, which disposition shall be subject to all the terms and conditions for transfers contained in this Contract. 8.14 REVENUE AND R~PORTING ~RIFICATIQ~. In order that the CITY may verify payment of the appropriate utility tax, the CONTRACTOR shall, upon reasonable request, make available to the CITY or its agents the record of its accounts and such other records in its possession as may be necessary for the CITY to determine the accuracy of the reports of gross receipts. The CITY may require verification of the 38 tonage of solid waste collected pursuant to this Contract and of the number of residences and businesses served. The CITY may require this verification upon reasonable notice in order to check the reports called for in paragraph 8.6 of this agreement. The CITY may further seek such verification when reviewing rate adjustments requested by the CONTRACTOR. 8.15 NON-DXSCRX#~NATXQN. CONTRACTOR shall not discriminate against any employee or applicant for employment because of race, creed, color, national origin, sex, age, or the presence of a physical or mental disability. 8.15.1 The CONTRACTOR shall not discriminate on the bases described above when it engages in the following non-exhaustive list of activities: a. employment; b. upgrading; c. demotion; d. transfer; e. recruitment; f. recruitment advertising; g. lay-off; h. termination; i. setting of rates of pay or other forms of compensation; and j. selection for training. 8.15.2 ~Q~AG~_~_~Ri~y~. In all solicitation for employees the CONTRACTOR shall state that all qualified applicants will receive consideration for employment without 39 regard to race, creed, color, national origin, sex, age, or the presence of a physical or mental disability. The words "equal opportunity employer" in an advertisement shall constitute compliance with this section. 8.16 ~. The CONTRACTOR and the CITY shall not be liable for the failure to perform its duties, or for any resultant damage or loss, due to catastrophe, riot, war, government order or regulation, accident, act of god, or other similar or different contingency beyond the reasonable control of the CONTRACTOR or the CITY. 8.16.1 ~gR~/!~ig]!_9£_Force ~9. If the circumstances resulting from such unforeseen circumstances persist for more than 30 days, or if after their cessation the CONTRACTOR is unable to render full or substantial performance for a period of seven days, the CONTRACTOR or the CITY may terminate this Contract upon written notice given seven days in advance to the other party. 8.17 INSOLVENCY. A party's insolvency, or voluntary or involuntary bankruptcy, shall not constitute a breach of this Contract unless the party fails to give a timely and adequate assurance of its ability to perform. Until such assurances are received, the other party may suspend, if commercially reasonable, any performance due upon its part unless already paid for. If the insolvent party is unable to give adequate assurance, the other party may terminate this Contract with 30 days written notice. Assumption of this Contract by an insolvent party's trustee shall not operate as an automatic repudiation, prospective unwillingness to perform, or a 40 breach of this Contract. 8.18 ~QYKB~_~&I_~D_~U~. This Contract shall be construed according to the laws of the State of Washington as they are at the time of its execution or may be amended in the future. The parties agree that if a dispute under this Contract, leads to litigation, venue will be in the Kitsap County Superior Court. 8.19 ATTORNE~/~_FEES_A~D_COSTS. Should any dispute regarding this Contract lead to litigation, the prevailing party shall be entitled to all related costs and reasonable attorney's fees at all court levels. 8.20 SE¥~RABILIT¥. If any portion of this Contract is invalid, the remainder of the Contract will still be valid. 8.21 HEADINGS, ETC. The headings is this Contract are inserted for convenience of reference only and shall not affect the interpretation of this Contract. If from the context it appears appropriate, each term stated in either the singular or the plural shall include the plural and the singular, and the pronouns stated in either the masculine or the neuter gender shall include the masculine, the feminine, and the neuter. 8.22 NO WAI~R. The failure of either party to seek redress for non-compliance with this Contract will not prevent a subsequent incident of non-compliance from having the effect of an original incident. 8.23 ~B~_A~~- This Contract constitutes the entire agreement between the parties and supersedes all prior agreements. 8.24 ~ODIFICATIONS. This Contract may not be modified or amended unless such modification or amendment is reduced to writing and 41 appropriately executed by both the parties or their lawful representatives. 8.25 COMPLIANCE WITH ~ELEVANT LAWS. Both parties agree to follow all relevant laws and amendments. 8.26 ~_~. If the CONTRACTOR abandons, willfully delays the performance of, or in any manner willfully fails to comply with any of the terms of the Contract excluding catastrophies or acts of God, the CITY may, after 72 hours, notify the CONTRACTOR in writing of such abandonment, delay, refusal, failure or neglect and direct the CONTRACTOR to comply with all provisions of this Contract. Copies of such written notice shall be mailed to the surety on the performance bond and delivered to the Mayor. 8.26.1 Upon receipt of said notice, the Mayor shall take such action as he or she deems necessary or advisable to continue the provision of the services called for in this Contract to the residents of the CITY. The cost of all labor, materials, and equipment necessary for such work shall become the obligation of the CONTRACTOR and its sureties. 8.27 ~OTICES. Ail notices required under this Contract shall be personally delivered or mailed by certified or registered mail, postage prepaid, as follows: TO THE CITY: City of Bremerton, Attention: City Clerk, 239 Fourth Street, Bremerton, WA 98310; TO THE CONTRACTOR: Brem-Air Disposal, Inc., P.O. BOX 438, Bremerton, WA 98310; or to such other address as either party shall specify by written notice so given, and shall be deemed to have been given as of the date so delivered or three (3) days following the date postmarked. 42 By: President, B~ir Dis~o~Fal, Inc. Da te: ~-//-~-/~-2 ....... ~gr~.~ ~~~- Date: ~D~\~ By: Louis Mentor ........... Mayor of the City of Bremerton Kathy McCl~s key ~ Bremerton City Clerk Date: ~//~ / ~ ~------' By~ Brenerton City Attorney 43 TABLE RESIDENTIAL RECYCLING SERVIC~.-~ 1. The rate for curbside recycling services to residential customers using their own solid waste containers of 32 gallons or less shall be as of January 1, 1992, $2.86 per residence per month. 2. The rate for curbside recycling services to residential customers using solid waste containers of 100 gallons or more provided by the CONTRACTOR or compacting their own solid waste at residential sites shall be as of January 1, 1992, $2.24 per residence per month. CITY OF BREMERTON CONTRACT FOR SOLID WASTE COLLECTION, RECYCLING AND DISPOSAL ARTICLE I - Parties 1 ARTICLE II - Premises 1 ARTICLE III - Agreement 2 3.1 Exclusive Right 2 3.2 Term 2 ARTICLE IV - Definitions 2 ARTICLE V - Collection and Disposal Services, 6 Non-Recyclable Solid Waste 5.1 Solid Waste Collection and Disposal 6 5.2 Frequency of Collection 6 5.3 Collection Containers 9 5.4 Limitations on Collection Services 10 5.5 Spillage 11 5.6 Collection Equipment 11 5.7 Drop-off Facilities 12 ARTICLE VI - Recycling Services 13 6.1 Curbside Recycling Services. Customers 13 Providing their Own Solid Waste Container 6.2 Curbside Recycling Services, Residential, 15 Centralized Collection 6.3 Yard Waste 17 6.4 Recycling Services to Non Residential 18 Customers 6.5 Deletion of Recyclable Materials 19 6.6 Voluntary Participation 19 6.7 Public Education 19 6.8 Marketing of Recyclable Materials 20 6.9 Revenue 20 6.10 Liquidated Damages 20 ARTICLE VII - Service Rates 20 7.1 Rate Components 20 7.2 Collection and Hauling Rate 21 7.3 Disposal Rate 24 7.4 Recycling 28 7.5 Westpark 30 7.6 Taxes 30 ARTICLE VIII - Miscellaneous Provisions 30 8.1 Expansion of City Limits 30 8.2 City Disposal Site 30 8.3 Employees of the Contractor 31 8.4 Customer Relations 31 8.5 Billing 32 8.6 Reports to the City 34 8.7 Title to Materials 34 8.8 Taxes, Licenses, and Permits 35 8.9 Insurance 35 8.10 Indemnification 35 8.11 Performance Bond 36 8.12 Payment of Claims 37 8.13 Transfers by Contractor 37 8.14 Revenue and Reporting Verification 39 8.15 Non-Discrimination 40 8.16 Force Majeure 41 8.17 Insolvency 41 8.18 Governing Law and Venue 42 8.19 Attorney's Fees and Costs 42 8.20 Severability 42 8.21 Headings, Etc. 42 8.22 No Waiver 42 8.23 Entire Agreement 42 8.24 Modifications 42 8.25 Compliance with Relevant Laws 43 8.26 Default 43 8.27 Notices 43 CONTRACT FOR SOLID WASTE COLLECTIONa I~ECYCLING AND DISPOSAL ARTICLE I PARTIES The Parties to this Contract are as follows. 1.1 THE CITY OF BREMERTON. The City of Bremerton is a washington State municipal corporation of the first class. The City of Bremerton is referred to below as the "CITY." 1.2 BREM-AIR DISPOSAL, INC. Brem-Air Disposal, Inc. is a duly licensed and subsisting corporation. Brem-Air Disposal, Inc. is referred to below as the "CONTRACTOR." ARTICLE II PREMISES The CITY and the CONTRACTOR enter into this contract for the reasons listed in this Article. 2.1 It appears reasonable and necessary that the collection and disposal of solid waste in the CITY be accomplished under private contract. 2.2 The CITY has relied upon the COntRACTOR for the collection of solid waste generated by the CITY and its residents for over ten years. 2.3 The CONTRACTOR has satisfactorily collected the solid waste generated by the CITY and its residents for over ten years. 1 2.4 The parties have found their past relationship to be mutually beneficial. 2.5 The parties wish to continue their relationship on mutually agreeable terms. A~TICLE III AGREEMENT From the above premises, the Parties agree as follows. 3.1 EXCLUSIVE RIGHT. The parties agree that the CONTRACTOR shall have the exclusive right to collect, recycle, and otherwise dispose of all solid waste accumulated by the CITY and its residents for collection by the CONTRACTOR, in accordance with the other terms of this agreement; provided, however, that the CONTRACTOR is not obligated to collect, recycle, or otherwise dispose of solid waste specifically excluded by the terms of this Contract. 3.1.1 The CITY agrees to enact and enforce the ordinances necessary to require all residents of the CITY, whether private inhabitants or commercial inhabitants, to subscribe for and pay for the CONTRACTOR's services as described by this Contract. 3.2 TERN. The term of this contract shall be for ten years, from December 31, 1991 to December 31, 2001. ARTICLE IV DEFINITIONS Unless otherwise expressly provided, or unless the context otherwise requires, the terms set forth shall have the meaning defined in this Article. Any other term shall have its usual and customary meaning, unless the context requires a different meaning. 4.1 "CORPACTED MATERIALS" Means any material which has been compressed by a mechanical device either before or after it has been placed in a receptacle handled by CONTRACTOR. 4.2 "CONTAINER" Means any reusable container that is durable, corrosion resistant, non-absorbent, and easily cleanable, which is left at a customer's premises and emptied into CONTRACTOR'S truck either by human or mechanical means. 4.3 ~gRER" Means any person residing in or doing business within the CITY limits to whom solid waste collection and hauling, disposal, or recycling services are provided pursuant to this Contract including, but not limited to, all persons receiving bills from the CONTRACTOR for the collection and hauling, disposal and recycling of solid waste. 4.4 "DANGEROUS WASTE" Means any discarded, useless, unwanted or abandoned substances, including, but not limited to certain pesticides, or any residues or containers of such substances which are disposed of in such quantity or concentration as to pose a substantial present or potential hazard to human, wildlife, or the environment because of such wastes or constituents or combinations of such wastes: 4.4.1 Have short-lived toxic properties that may cause death, injury, or illness or have mutagenic, teratogenic, or carcinogenic properties; or 4.4.2 Are corrosive, explosive, flammable, or may generate 3 pressure through decomposition or other means. 4.5 "DISPOSAL SITE" Means the location where any final treatment, utilization, processing, or deposit of solid waste occurs. 4.6 'EXTREMELY ~AZARDOUS WASTE" Means any dangerous waste which: 4.6.1 Will persist in a hazardous form for several years or more to disposal site and which in its persistent form presents a significant environmental hazard and may be concentrated by living organisms through a food chain or may effect the genetic make-up of man or wildlife and is highly toxic to man or wildlife; 4.6.2 If disposed of at a disposal site in such quantities as would present an extreme hazard to man or the environment; 4.7 "HAZARDOUS WASTE" Means and includes all dangerous and extremely hazardous wastes, including substances composed of both radioactive and hazardous components. 4.8 "INDEX" Index shall mean the Consumer Price Index for Services for Class C Cities, Western Region, as published by the United States Bureau of Labor and Statistics. 4.9 "JURISDICTIONAL HEALTH DEPARTMENT" Means City, County, City- County, or District Public Bealth Department. 4.10 "LANDFILL" Means a disposal facility or part of the facility at which solid waste is placed in or on land and which is not a land treatment facility. 4.11 "~EDICAL WASTE" Means all the infectious, and injurious waste originating from a medical, veterinary or intermediate care facility. 4 4.12 "NINI-CAN" Shall mean a container made of durable, corrosion resistant, non-absorbent material, water tight with a close fitting cover which shall not exceed 20 gallons in volume and 32% pounds in weight including contents. 4.13 "PERSON' Means any individual, firm, association, co- partnership, political subdivision, government agency, municipality, industry, public or private corporation, or any other entity whatsoever. 4.14 "RECYCLABLE ~ATERIALS' Means those solid wastes that are separated for recycling or reuse, such as papers, metals, and glass, that are identified as recyclable material pursuant to a local comprehensive solid waste plan or by ordinance. 4.15 'RECYCLING' Means transforming or remanufacturing waste materials into useable or marketable materials for use other than landfill disposal or incineration. 4.16 "RESIDENCE" As used in this Contract, residence shall mean a living space individually rented, leased, or owned whether a free standing single family residence or a portion of a multi-family residence structure or other building. 4.17 ~SOLID WASTE" or "WASTES" Means all putresible and non- putresible solid and semi-solid wastes including, but not limited to, garbage, rubbish, ashes, industrial wastes, swill, demolition and construction wastes, and recyclable materials. 4.18 "STANDARD TRASH CAN" Shall mean a solid waste container made of durable, corrosion resistant, non-absorbent material, water tight with a close fitting lid, which shall not exceed 32 gallons or four 5 cubic feet of capacity nor 65 pounds including contents. 4.19 "TRANSFER FACILITY" Means a staffed, fixed, supplemental facility used by persons and route-collection vehicles to deposit solid waste into transfer trailers for transportation to a disposal site. 4.20 "YARD WASTE" Means grass clippings, leaves, loose plant material, and branches or sticks less than one inch in diameter and no more than three feet in length. Christmas trees shall be considered yard waste provided they have been cut by the customer so that the branching spread is no more than four feet across and no more than 'three feet in length. Yard waste shall not include any substance otherwise within this definition that has been contaminated by hazardous waste, fecal matter, or any other substance that will inhibit the natural decomposition of the yard waste. ARTICLE V COLLECTION AND DISPOSAL SERVICES, NON-RECYCLABLE SOLID WASTE 5.1 SOLID WASTE COLLECTION ANDDISPOSAL. 5.1.1 The CONTRACTOR agrees to collect and dispose of all solid waste accumulated by customers for collection by the CONTRACTOR within the CITY limits subject to the limitations in this contract. 5.1.2 Provided, however, the CONTRACTOR shall have no obligation to collect and dispose of hazardous waste and medical waste. 5.2 FREOUENCYOF COLLEC~_~__QO~. 6 5.2.1 Residential Service. The CONTRACTOR shall make at least one collection each week at all places of residence inside the city limits. 5.2.2 ~9~_~9~!~9~i~_~9~¥i~9- Collection at all other buildings, places of business, or premises where solid waste is accumulated or generated within the CITY limits shall be made as frequently as may be necessary in the opinion of the CONTRACTOR to avoid the creation of a nuisance or the violation of any ordinance, regulation, or law, but in no event less than once a week, nor more than six times a week with at least 24 hours between collections; provided, however, that any customer dissatisfied with the frequency of collection determined to be appropriate by the CONTRACTOR can appeal said determination pursuant to the terms of this Contract. 5.2.3 The CONTRACTOR shall have authority to schedule all collection services and will provide each customer with consistent service on the same day or days each week. Collections in residential areas shall occur only Monday through Friday, and in no event before 6:30 a.m. 5.2.4 ~bg~R~ Due to Weather and Other Causes. If disruptions beyond the control of the CONTRACTOR, such as weather, prevent collection on the scheduled day, the CONTRACTOR shall make collection on the next regularly scheduled workday on which collection is possible. The collection that resumes scheduled service shall take at no additional charge bags, boxes, and other secure wrappers and 7 shall empty temporary receptacles that customers have used when the regular containers have been filled. 5.2.5 ~9~9~i~_~9_~9_~9~_~9~!~¥~- When the day of regular collection is a legal holiday as defined by State law or City ordinance, CONTRACTOR may reschedule the regular collection to the next succeeding work day. If a legal holiday falls on a Friday, CONTRACTOR may make the collection the next day. CONTRACTOR shall not collect refuse a day early due to a holiday. 5.2.6 ~9~¥i~9_~9_~9_~!~ of Bremerton. a. The CONTRACTOR shall collect free of charge all solid waste accumulated for collection and disposal by the CITY at city fire stations, the city hall, the municipal garage, city parks and all other city-owned and occupied buildings, and, further, from all public-use solid waste containers on public property in the Bremerton business areas. b. The CITY shall be responsible for payment of the landfill fees associated with disposal of the solid waste generated by the CITY including the disposal of solid wastes collected by the CITY itself such as street sweepings and construction debris; provided, however, that the CONTRACTOR shall subsidize the CITY's landfill fees as follows: 1. In the year 1992, the CITY shall pay nothing for disposal of its solid waste; 2. In 1993, the CITY shall be responsible for any lawfully imposed landfill tax or assessment and 25% of the actual landfill costs; 3. In 1994, the CITY shall be responsible for any lawfully imposed landfill tax or assessment and 50% of the actual landfill costs; 4. In 1995, the CITY shall be responsible for any lawfully imposed landfill tax assessment and 75% of the actual landfill costs; 5. In 1996 and for each year thereafter during the life of this Contract, the CITY shall be responsible for any lawfully imposed landfill tax assessment and 100% of the actual landfill costs. 5.3 COLLECTION CONTAINERS. 5.3.1 Customer Provided Containers. A customer may provide its own container for solid waste. The container provided by the customer shall be either a "standard trash can" or a "mini- can" as those terms are defined in this contract. 5.3.2 Contractor Provided Containers. At the request of a customer, or if, in the CONTRACTOR's opinion, the customer's needs require it to avoid the creation of a nuisance or the violation of any ordinance, regulation, or law, the CONTRACTOR may supply the customer a larger solid waste container; provided, however, that any customer may appeal the CONTRACTOR's determination regarding the size of the solid waste container provided in the manner provided in this Contract. Any container provided by the CONTRACTOR shall meet relevant industry standards concerning capacity, durability, and security from the elements or vandalism. 5.3.3 Lg~Bt Containers. The CONTRACTOR and the customer may, by mutual agreement, make arrangements for the CONTRACTOR to provide locking solid waste containers to the customer. 5.3.4 ~z~t. Customers may purchase from the CONTRACTOR tags authorizing the customer to dispose of additional solid waste. The tag shall be affixed to a sealed plastic bag of no more than 33 gallons of capacity. A sealed bag so marked shall be collected for disposal by the CONTRACTOR at the regular time when placed with the customer's regular solid waste container. 5.3.5 Container ~h~Bl9. During the life of this Contract, should it become both technically feasible and economically advisable for the CONTRACTOR to provide containers to customers now providing their own solid waste containers, either party may petition the other to consider whether a solid waste container substitution should be implemented. Consent to substitution of solid waste containers shall not be unreasonably withheld by either party. Should substitution of solid waste containers be implemented, the parties shall negotiate, in good faith, an appropriate adjustment to the relevant rate components. 5.4 LIMITATIONS ON COLLECTION SERVICES. 5.4.1 Access. CONTRACTOR may refuse to collect containers 10 from points where because of the condition of the access way it is impractical or unsafe to operate vehicles. 5.4.2 Waste Outside of Container. The CONTRACTOR may refuse to collect wastes not placed inside of containers. 5.4.3 ~i~_~9~i~9~9~_D~B~erous. CONTRACTOR may refuse to enter onto private property to collect containers while an animal considered or feared to be dangerous by the CONTRACTOR is loose. The customer in that situation will be required to confine the animal on pick up days. 5.4.4 ~B~erous Items. The CONTRACTOR is not required to collect dangerous waste, hazardous waste, extremely hazardous waste, medical waste, excessive amounts of liquid and dangerous sharp objects. 5.5 SPILLAGE. CONTRACTOR shall leave all pick-up areas in a clean, sanitary condition and shall not permit any solid waste or other materials dropped from the trucks or disposal containers during collection to remain on the ground. 5.6 COLLECTION ~UIP~EI~_. 5.6.1 Descri~igR_9~_~ghi~9~. CONTRACTOR agrees to furnish and maintain a sufficient number of radio equipped vehicles especially designed for the collection, hauling, and disposal of solid waste. The vehicles sh~ll be kept clean, sanitary, and neatly painted. The vehicles shall all be painted the same color and shall have the CONTRACTOR'S name painted in letters of contrasting color, at least four inches high on the side of each vehicle. The CONTRACTOR shall not use 11 a company name containing the words "Bremerton," "City," or any other words implying municipal ownership. No advertising other than the name of the CONTRACTOR shall be displayed on the vehicles. The vehicles used by CONTRACTOR for the collection of solid waste shall have a tight metal body and shall at all times be provided with a proper cover that may be securely fastened over the load. 5.6.2 Q~9~!9~_9~_¥gb!~9~. The vehicles shall be kept in proper running order and shall be disinfected at least once a week. The cover shall be fastened whenever required to prevent the strewing of waste or when necessary to prevent the exposing of unsightly waste when the vehicle is in route to the point of disposal. 5.6.3 !~9~igR_9~_Ygbi~9~. The vehicles shall be subject to inspection by an authorized officer of the CITY at all reasonable times. 5.7 DROP-OFF FACILITIES. At the time of the execution of this Contract, the Olympic View Sanitary Landfill provides drop-off services for yard waste, wood waste, and bulky waste. Should the Olympic View Sanitary Landfill cease to provide this service during the life of this Contract, then the CONTRACTOR shall provide within the City limits a drop-off collection point for the same materials. Said drop-off site shall be open during regular business hours at least six days per week. Should said services become necessary, the parties shall together negotiate in good faith a reasonable rate reflecting the cost of the provision of said service plus reasonable 12 profit and overhead. Should the parties be unable to agree, then the CITY may construct and operate its own drop-off facility or contract for such services. ARTICLE VI RECYCLING SERVICES AS part of its obligation to collect and dispose of all solid waste generated by residents of the City of Bremerton, the CONTRACTOR shall provide the following recycling services. 6.1 ~URBSIDE RECYCLING SERVICES. CUSTOMERS PROVIDING TEEIR OWN SOLID WASTE CONTAINER. The CONTRACTOR shall provide the following curbside pick up, that is pick up from the same site as solid waste collection, of recyclable materials to all residential customers that provide their own solid waste container, whether mini-can or standard trash can or cans. 6.1.1 ~9-9~_~9~i9B. Curbside recycling services for residential, own-container customers shall begin December 1, 1992 or at the time residential curbside recycling is implemented in the level one service areas of Kitsap County. The CONTRACTOR shall provide the CITY notice of its intent to implement recycling services at least 180 days prior to such implementation. 6.1.2 Materials. The CONTRACTOR shall collect at curbside from residential customers providing their own solid waste container the following materials: a. newspapers; b. aluminum can containers; 13 c. tin cans; d. magazines; e. glass containers; f. PET containers; g. HDPE containers, uncolored; h. such other materials as the CITY determines should be added in the future during the life of this Contract, provided markets exist for the materials to be added, and, further, provided that additional reasonable costs associated with collecting new materials shall be incorporated into the recycling rate; i. Provided, further, however, that the CONTRACTOR shall have the right to refuse pick up of otherwise recyclable material if said material is, in the opinion of the CONTRACTOR, contaminated with other wastes to the extent the materials cannot be safely or economically recycled. 6.1.3 Container. The CONTRACTOR shall provide to residential customers otherwise providing their own solid waste containers a container or containers for recyclable materials of sufficient size to handle a single family customers bi- weekly accumulation of recyclable material. Said container or containers shall be of uniform color and each shall bear the logo of the CONTRACTOR. 6.1.4 Service Intervals. The CONTRACTOR shall pick 14 up recyclable materials pursuant to this sub-section on a bi- weekly basis on the same day that the CONTRACTOR provides regular solid waste collection service. Provided, however, that should more or less frequent pick up of recyclable materials be mandated by any ordinance, statute, interlocal agreement, or other source of law, the CONTRACTOR shall comply with said mandate, and, further, be authorized to adjust the rate for recycling services accordingly, subject to CITY approval, said approval not to be unreasonably withheld. a. On the dates specified for regular bi-weekly curbside collection of recyclable material, the CONTRACTOR shall pick up, in addition to the materials placed in the contractor provided recycling containers, any recyclable material put out by the customer, provided said material has not been contaminated and is placed in a suitable non- disposable container. 6.2 CURBSIDE RE~X~_~~x RESIDENTIA~x_~~ COLLECTION. The CONTRACTOR shall provide the following recycling services at curbside to all residences employing solid waste containers provided by the CONTRACTOR or compacting their own solid waste for centralized collection. 6.2.1 ~plementation Date. CONTRACTOR shall make recycling services available to residences employing centralized solid waste collection in containers provided by the CONTRACTOR by December 1, 1993, or at the time curbside recycling service is implemented at multi-family residences in the level one service 15 areas of Kitsap County. The CONTRACTOR shall provide the CITY at least 180 days notice prior to the implementation of such recycling services. 6.2.2 Materials. The CONTRACTOR shall collect at curbside from residential customers utilizing solid waste containers provided by the CONTRACTOR or compacting their own solid waste of the following materials: a. newspapers; b. aluminum can containers; c. tin cans; d. magazines; e. glass containers; f. PET containers; g. I~PE containers, uncolored; h. such other materials as the CITY determines should be added in the future during the life of this Contract, provided markets exist for the materials to be added, and, further, provided that additional costs associated with collecting new materials shall be incorporated into the recycling rate; i. provided, further, however, that the CONTRACTOR shall have the right to refuse pick up of otherwise recyclable material if said material is, in the opinion of the CONTRACTOR, contaminated with other wastes to the extent the materials cannot be safely or economically recycled. 16 6.2.3 Container. The CONTRACTOR shall, in addition to the solid waste containers provided, furnish appropriate containers for recyclable materials to all residential, centralized collection customers. These containers shall be placed in the same general area as the solid waste containers provided by the CONTRACTOR. 6.2.4 Service Intervals. The CONTRACTOR shall collect recyclable materials from residences employing centralized collection no less than bi-weekly on the same day as regular solid waste collection. Provided, however, that should more or less frequent of recyclable materials be mandated by any ordinance, statute, interlocal agreement, or other source of law, the CONTRACTOR shall comply with said mandate, and, further, be authorized to adjust the rate for recycling services accordingly, subject to CITY approval, said approval not to be unreasonably withheld. 6.3 YA~D WASTe. Upon subscription, the CONTRACTOR will provide the following yard waste collection services at curbside to customers. 6.3.1 Date of ~~9~. Yard waste collection will begin July 30, 1992. 6.3.2 Materials to be Collected. The CONTRACTOR will collect yard waste as that term is defined in this contract from subscribing residences 6.3.3 ~9~iR9~. To each subscribing customer, the CONTRACTOR will provide a container of at least 95 gallons in capacity, durable, corrosion resistant, non-absorbent, water- 17 tight, easily cleanable, and equipped with a close-fitting lid. 6.3.4 Service Intervals. Yard waste will be collected bi- weekly during the months of March, April, May, June, July, August, September, October, and November. Yard waste will be collected monthly during the months of December, January, and February. 6.4 RECYCLING SERVICES TO NON RESIDENTIAL CUSTOMERS. The CONTRACTOR shall make recycling services available to non residential customers within the City of Bremerton as follows. 6.4.1 Date of !~9~gB~gR. CONTRACTOR shall provide recycling services to commercial customers beginning on the same date of provision of recycling services to multi-family residences as is provided above. 6.4.2 ~9~_~9_~9_~9~¥~9~. From a commercial site participating in the recycling program, the CONTRACTOR shall collect the following materials: a. newspaper; b. magazines; c. white ledger paper; d. colored ledger paper; e. corrugated containers; f. aluminum cans and containers; g. tin cans; h. resin separated plastics; i. glass containers; j. such other recyclable materials as may be 18 frequency to be negotiated between CONTRACTOR and customer but in no event at an interval that would create a nuisance or public health hazard. 6.5 DELETXQN QF I~CYCLABLE_~TE_~.~_.~. The parties may agree to delete any material from the list of materials to be recycled. Consent to such deletion shall not be unreasonably withheld by either party. Should any recyclable material be deleted from the list of materials to be collected, or should frequency of collection be decreased, then an appropriate adjustment shall be made to the recycling rate component. 6.6 ~Q~_N~_~BX_~BZ~X~Q~- While the CITY is contemplating implementation of a recycling program for which all city residents will be obligated to pay, nothing in this Contract shall be construed to obligate any customer of the CONTRACTOR to participate in the recycling program offered by the CONTRACTOR. Charges for recycling will commence at the time the recycling programs referenced in this Contract are made available. 6.7 R~_~Q~. The CITY shall develop and produce all relevant programs and materials it deems necessary to educa public about the recycling services provided pursuant t( Contract. The CONTRACTOR shall distribute such materials CITY may deem necessary to promote the recycling program call in this Contract. 6.8 HARKETINf~_OF_RI~Y~LABLE HATERIALS. The CONTRACTOR shal title to all recyclable materials collected pursuant to this Contract. CONTRACTOR shall market said materials in a commercially reasonable fashion. Otherwise recyclable material shall not be 19 determined by the CONTRACTOR. 6.4.3 Con~iBg[. Recyclable materials shall be collected by commercial customers in an appropriate, non- disposable container. 6.4.4 ~9~!!~9_~B~9~¥~. CONTRACTOR shall collect recyclable materials from non residential customers at a frequency to be negotiated between CONTRACTOR and customer but in no event at an interval that would create a nuisance or public health hazard. 6.5 DELETION OF RECYCLABLE MATERIALS. The parties may agree to delete any material from the list of materials to be recycled. Consent to such deletion shall not be unreasonably withheld by either party. Should any recyclable material be deleted from the list of materials to be collected, or should frequency of collection be decreased~ then an appropriate adjustment shall be made to the recycling rate component. 6.6 yQ~N__~_~~9~. While the CITY is contemplating implementation of a recycling program for which all city residents will be obligated to pay, nothing in this Contract shall be construed to obligate any customer of the CONTRACTOR to participate fn the recycling program offered by the CONTRACTOR. Charges for recycling will commence at the time the recycling programs referenced in this Contract are made available. 6.7 PUBLIC EDUCATION. The CITY shall develop and produce all relevant programs and materials it deems necessary to educate the public about the recycling services provided pursuant to this 19 Contract. The CONTRACTOR shall distribute such materials as the CITY may deem necessary to promote the recycling program called for in this Contract. 6.8 MARKETING OF RECYCLABLE ~ATERIALS. The CONTi~ACTOR shall have title to all recyclable materials collected pursuant to this Contract. CONTRACTOR shall market said materials in a commercially reasonable fashion. Otherwise recyclable material shall not be placed in a landfill or otherwise thrown away without approval from the CITY, such approval shall not be unreasonably withheld. 6.9 REVENUE. The CONTRACTOR shall keep a record of and account to the CITY for all revenue received from the sale of recyclable materials. Ail such revenue shall be divided between the CONTRACTOR and the CITY pursuant to this Contract. 6.10 ~IDATED DAMAGES. Should the CONTRACTOR fail to commence recycling services to customers in any of the categories described above by the date specified, the CONTRACTOR shall be liable for liquidated damages of $50.00 per calendar day until commencement of the required recycling services. ARTICLE VII SERVICE RATES 7.1 RATE CONPONENTS. The rate to be charged by the CONTRACTOR for services provided pursuant to this Contract shall consist of four components: collection and hauling, disposal, recycling, and taxes. 7.1.1 Collection and Haulint. The collection and hauling component of the rate shall cover those services 20 associated with collecting non-recyclable solid waste from the customer and hauling it to the disposal site. 7.1.2 Dis99~. The disposal component of the rate shall cover the costs of actual deposit of the collected solid waste in a landfill or other suitable disposal site. 7.1.3 ~9GYG~iBI. The recycling component of the rate shall cover the collection, processing, and ultimate marketing of recyclable materials collected pursuant to this Contract. 7.1.4 Taxes. The rate shall also include all taxes, whether imposed by the CITY, Kitsap County, the State of Washington, the government of the United States, or any other duly authorized body. All taxes shall be in addition to the collection and hauling rate, the disposal rate, and the recycling rate. 7.2 COLLECTION AND HAULING HATE. The collection and hauling rate component to be charged by the CONTRACTOR shall be as follows: 7.2.1 Collection and Haulinq_E~9_~9~gBgB~_for Customer- Provided Solid Waste Containers. Customers providing their own solid waste container may elect to employ either a single mini- can or a standard trash can or cans. A customer electing to employ a standard trash can or cans may not also use a mini- can. The rate component to be charged for customers providing their own solid waste containers shall vary with the number of units employed and the distance the solid waste receptacle must be carried to the CONTRACTOR's truck. The current rate 21 components for collection and hauling are attached to this Contract as Table "A" and are incorporated in full by this reference. 7.2.2 Contractor-Provided Solid Waste Rece~9~. The rate component to be charged for the collection and hauling of solid waste from receptacles provided by the CONTRACTOR are as set forth in Table "B" to this Contract, said Table "B" being incorporated in full by this reference. 7.2.3 ~9~9~_~9~pacted Solid Waste. The rate component to be charged for the collection and hauling of solid waste compacted by the customer before pick up are as set forth on Table "C" to this Contract, said Table "C" being incorporated in full by this reference. 7.2.4 ~B~_~ustment of Collection and Haulinq Rate ~9~99B9~. Beginning in January of 1993, and annually thereafter for the life of this Contract, the rate component for collection and hauling of solid waste shall be adjusted by the percentage prescribed by the Index, Provided, however, that any upward adjustment of the collection and hauling rate shall not exceed 6% unless otherwise agreed pursuant to this Contract. The January adjustment shall be based upon the percentage produced by the Index in the previous September, provided, however, that the collection and hauling rate component for customers using solid waste containers provided by the CONTRACTOR or compacting their own solid waste shall not be adjusted pursuant to the Index in January of 1993. The 22 first adjustment of the CONTRACTOR provided container collection and hauling rate component shall be in 1994. 7.2.5 E~¥9_~9~_~9¥~9~. The collection and hauling rate shall be reviewed by the CONTRACTOR and the CITY in January of 1996 if either of the following conditions are met: a. In the event that the Index in each of any of the three previous five years produced a percentage increase of 6% or greater; b. In the event that each of the two years immediately preceding the review the Index has produced an annual percentage increase of 6% or greater. The purpose of the review shall be to determine whether the collection and hauling rate component shall be increased in accordance with the Index notwithstanding the 6% cap, and, further, whether the cap should be increased. The CITY's consent to an increase of the collection and hauling rate component to comport with the Index shall not be unreasonably withheld. 7.2.6 ~9~99~_~9~¥~9~_~9~Y_E~9. The rates to be charged for miscellaneous collection and hauling services, including maintenance of containers and an hourly rate for trucks and drivers, are as set forth on Table "D" to this Contract, said Table being incorporated in full by this reference. 7.2.7 ~~. Tags for the collection and disposal of extra solid waste in sealed plastic bags of not more than 33 23 gallons capacity shall be sold by the CONTRACTOR for $5.00. Beginning in January of 1993 and annually thereafter, the tag charge shall be adjusted annually pursuant to this Contract in the same manner as the adjustment of the collection and hauling rate for customers providing their own solid waste containers. 7.3 DISPOSAL RATE. The CONTRACTOR shall charge a disposal rate component as follows for the ultimate disposal of the solid waste collected pursuant to this Contract. 7.3.1 Place of Dis~9~. The parties contemplate that during the life of this Contract all solid waste collected pursuant to this Contract will be disposed of in the Olympic View Sanitary Landfill in Kitsap County, Washington. a. Should that disposal site become unavailable, or should disposal at the Olympic View Sanitary Landfill become too costly in the opinion of the council, then the parties shall negotiate a disposal rate component based upon the cost of disposal at an alternative site. Said disposal rate shall include a reasonable sum to reflect necessary overhead, said overhead costs to be specified by the CONTRACTOR and verified by the CITY. b. The cost of transporting the CITY's solid waste to an alternate disposal site, including a reasonable overhead and profit, shall become part of the collection and hauling rate component and be adjusted annually pursuant to this Contract, provided, however, that nothing in this agreement shall grant the right to 24 haul other than to a solid waste facility in Kitsap County unless otherwise directed by the CITY. c. Under the following conditions, the CITY may designate an alternative disposal site for the solid waste collected by the CONTRACTOR pursuant to this Contract: 1. The CITY may designate as an alternative disposal site a site in full compliance with all minimum functional standards as imposed by the State of Washington and the Federal Government, provided that disposal at said alternative site shall be more cost effective than disposal at the Olympic View Sanitary Landfill considering both transportation and disposal costs; 2. The CITY may designate as an alternative disposal site a site not in compliance with all minimum functional standards as imposed by both the State and Federal governments provided that said landfill is permitted by the Jurisdictional Health Department as a solid waste disposal site and, further, provided that disposal at said alternative site shall be 25% cheaper than disposal at the Olympic View Sanitary Landfill considering transportation and actual disposal costs. d. Should the CITY mandate disposal of the solid waste collected pursuant to this Contract in a landfill or other disposal site not meeting the relevant State and Federal 25 minimum functional standards, then t~e CITY shall defend and indemnify the CONTRACTOR from any and all claims that may be brought as a result of the failure of said landfill to properly contain the solid waste collected pursuant to this Contract. 7.3.2 ~B~!~. The cost of disposal of solid waste at the Olympic View Sanitary Landfill is shown in Table "E" to this contract, said Table being incorporated in full by this reference. Disposal cost is expressed in compacted cubic yards and loose cubic yards. The proration of these rates to the solid waste receptacles contemplated in this Contract, both owner supplied and CONTRACTOR supplied and for customers compacting their own solid waste, are shown in Table "F" to this Contract, said Table being fully incorporated by this reference. 7.3.3 ~i~z~9~_~gB¥9~!9~- The parties anticipate that the disposal costs at the Olympic View Sanitary Landfill will convert from a cubic yard or volume analysis to a weight-based analysis by January 1, 1993. At that time, or at such time as the volume to weight conversion is completed by the Olympic View Sanitary Landfill, Tables E and F shall be amended to reflect the change, and, further, any change in the disposal rate component resulting from such conversion shall be reviewed by the CITY and, if found reasonable, shall be incorporated in January of 1993 or at the next regular adjustment of the 26 collection and hauling rate. The CITY's consent to a disposal rate component adjustment based on the conversion shall not be unreasonably withheld. 7.3.4 ~U~9~_9~_~bg_~!~Pg~_B~9_~9~pg~9~. Should the Olympic View Sanitary Landfill, or any alternative disposal site, increase its rates for the disposal of solid waste, said increase shall be incorporated into the disposal rate component charged pursuant to this Contract as follows: a. Should the Washington Utilities and Transportation Commission approve an increase at the Olympic View Sanitary Landfill pursuant to a review of a tariff proposed by a certificated hauler considered by the Utilities and Transportation Commission to be an affiliated interest of the Olympic View Sanitary Landfill, then said increase shall be forthwith incorporated into the disposal rate component charged by the CONTRACTOR pursuant to this Contract. b. In the alternative, the CONTRACTOR shall have the right to petition the Bremerton City Council for approval of the incorporation of the landfill increase into the disposal rate component. The City Council shall have the right to appoint an independent engineering consultant qualified to review the petition of the CONTRACTOR. The CONTRACTOR shall bear the expense of said review to the extent that it consists of a verification of the sufficiency and accuracy of the information relied upon in 27 the CONTRACTOR's petition. Should the independent consultant's review verify the information contained in the .CONTRACTOR's petition for a rate increase, the CITY's approval of the disposal rate component increase shall not be unreasonably withheld. c. Should disposal be at a site considered not to be an affiliated interest of the CONTRACTOR as that term is defined by the Washington Utilities and Transportation Commission, then any increase in disposal cost shall be forthwith incorporated into the disposal rate component charged by the CONTRACTOR pursuant to this Contract. d. Tipping fees charged for CITY waste shall in no event exceed those charged for other municipal controlled waste streams. 7.4 RECYCLING. Upon implementation of the curbside recycling program, the CONTRACTOR shall charge a recycling rate component as follows for the recycling services provided pursuant to this Contract. 7.4.1 Residential Waste Container. Each customer within the CITY providing his or her own solid waste container at his or her place of residence shall be charged a monthly recycling rate component as set forth on Table "G" to this Contract. 7.4.2 Solid Waste Container 9f_~9~gf_~9~a~9~_~9~i~_ Customers employing solid waste containers supplied by the 28 CONTRACTOR to residential sites or compacting their own solid waste at residential sites shall be charged a recycling rate component as is reflected in Table "G" to this Contract. 7.4.3 ~y~ Services at Commercial Sites. The CONTRACTOR shall upon request of the customer provide recycling services to non-residential customers pursuant to this Contract. The rate for such service shall be negotiated between the CONTRACTOR and the customer. 7.4.4 Yard Waste. The rate for yard waste curbside pick-up shall be $5.00 per month per container. 7.4.5 ~J~§~_~9_~9~Y~ Rates. The recycling rate components, both the residential and the yard waste components, shall be adjusted pursuant to the Index in the same manner as the collection and hauling rate component until said services are implemented. At implementation, and annually thereafter during the life of this Contract, the residential recycling rate components shall be adjusted by a percentage amount that is 83% of the percentage change authorized for the collection and hauling rate. 7.4.6 Revenue 6~9~i9~- The revenue collected by the CONTRACTOR from the sale of recyclable materials collected within the City of Bremerton shall be deposited in an interest bearing account naming both the CONTRACTOR and the CITY as joint tenants in said account. By February 1st of each year of this Contract, the funds collected in said account over the previous year shall be divided between the CITY and the 29 CONTRACTOR as follows: The CONTRACTOR shall receive a portion of the accumulated revenue sufficient when combined with the rate collected by the CONTRACTOR during the previous year to pay to the CONTRACTOR a profit margin of 13% on the residential recycling program; provided, however, that in no event shall the CONTRACTOR receive more than 75% of the accumulated revenue nor less than 10% of the accumulated revenue. 7.5 WESTPARK. The collection and hauling rate component for the Westpark subsidized housing complex shall be $6.60 per household; the recycling rate component shall be negotiated when recycling is implemented. The Westpark rate shall be subject to annual adjustment pursuant to this Contract. 7.6 TAXES. The rate charged by the CONTRACTOR to the customer shall also include a component reflecting all taxes imposed by the CITY, Kitsap County, the State of Washington, the United States Federal government, or any other duly authorized taxing authority. Said taxes shall be part of the regular billing to the customer and shall be charged in addition to the sums authorized for collection and hauling, disposal, and recycling. ARTICLE VIII MISCELLANEOUS PROVISIONS 8.1 EXPANSION OF CITY LIMITS. The CONTRACTOR shall provide service pursuant to this Contract to all areas annexed by the CITY within six months of annexation. 8.2 CITY DISPOSAL SITE. The CONTRACTOR shall provide and make available for the use of the CITY a disposal site within seven 30 miles of the CITY where the city may dump its street sweepings, storm drain catch basin waste, and other special city-created or accumulated solid waste, excluding hazardous waste and medical waste. The CITY shall pay the cost of said disposal pursuant to the schedule set forth in paragraph 5.2.6 of this Contract including the transportation costs incurred by the CONTRACTOR. 8.3 EMPLOYEES OF THE COI~RAC~OR. 8.3.1 ~9~9~Y. The CONTRACTOR's employees shall not produce disruptive noise in residential areas before 6:30 a.m. on weekdays or before 8:00 a.m. on weekends° 8.3.2 Use of walks. The employees of the CONTRACTOR shall follow the regular walks of pedestrians while on private property and when returning to the truck after delivering empty cans and replacing covers. 8.3.3 T~. The employees of the CONTRACTOR shall not enter upon property except as is necessary to fulfill the terms of this Contract. 8.4 CUSTOMER RELATIONS. 8.4.1 Office. CONTRACTOR shall maintain during regular business hours, five days a week, an office provided with telephone lines and such attendance as may be necessary to respond to inquiries, orders, and customer complaints relating to solid waste collection, disposal and recycling as required in this Contract. 8.4.2 ~9~iB~_~9~. The CITY agrees to employ a hearing examiner or dispute resolution committee to adjudicate 31 disputes such as, but not limited to, the level of service determined to be necessary by the CONTRACTOR, the quality of service provided by the CONTRACTOR; and customer relations. The CITY shall adopt such procedures as are necessary to sufficiently empower said hearing examiner or board. The hearing examiner or board will not adjudicate disputes involving customer bills. 8.4.3 Customer a. Employees of the CONTRACTOR employed in the collection and hauling and recycling of solid waste shall log all observed and reported violations of relevant ordinances in a form acceptable to the CITY. b. The CONTRACTOR shall employ a person to investigate all logged violations. This person shall report the results of said investigations directly to the CITY Attorney and shall cooperate fully in the prosecution of such violations. 8.4.4 ~9~iB~§. All complaints shall be directed to the CONTRACTOR and shall be given prompt and courteous attention. In the case of alleged missed scheduled collections, the CONTRACTOR shall investigate and, if such allegations are verified, shall arrange for the collection within 24 hours of receipt of the complaint exclusive of Sundays and legal holidays. 8.5 BILLING. The CONTRACTOR shall prepare and submit bills showing monthly charges for services rendered, including taxes, on at least 32 a bi-monthly basis. 8.5.1 ~y~9~. The customer's bill shall be payable to the CONTRACTOR. 8.5.2 Address Assistance. The CITY shall provide all reasonable assistance in determining the property owner's address including, but not limited to, providing the CONTRACTOR a list of changes in all persons receiving water bills from the CITY. 8.5.3 LigB- Upon delinquency, the amount of the bill shall become a lien against the property served. a. Said lien is effective by filing a notice of the lien which specifies the charges, the period covered by the charges, and a legal description of the property served. b. The lien shall be filed and foreclosed as the law prescribes the filing and foreclosure of liens for labor and materials. c. The lien shall be prior to any subsequently filed lien but shall be subject to all general taxes and local improvement assessments whether levied before or after the lien. d. The CONTRACTOR shall indemnify and hold the CITY harmless from liability resulting from the CONTRACTOR's efforts pursuant to this section. 8.5.7 ~gB~9~i~9~_~!~B~. The CONTRACTOR and owners of more than one rental property may arrange for all billings to be consolidated and sent to one address. The 33 CONTRACTOR may charge a one time set up fee for arranging this service. 8.6 REPORTS TO THE CITY. Beginning within one month after the implementation of residential curbside recycling services, the CONTRACTOR shall submit monthly reports to the CITY within ten (10) days after the end of the previous month providing the following data for the previous month: a. Monthly cubic yards and/or tonage of all Bremerton municipal solid waste disposed of in the Olympic View Sanitary Landfill. Residential and commercial municipal solid waste should be summarized separately; b. Monthly tonages of all recyclable materials recovered, by material. Residential and commercial recyclable material shall be summarized separately; c. Monthly summaries of tonages of all materials sold in revenues received, by material; d. Material market prices by recyclable material; e. Residential and commercial participation rates for recycling and yard waste services in terms of weekly and monthly said accounts with the description of the methods used to determine these rates; f. Listing of date, name, address, and nature of all customer complaints, accompanied by the date of any action taken, the resolution and/or unusual problems related to each complaint. 8.7 TITLE TO MATERIALS. All of the solid waste of any kind collected by CONTRACTOR for disposal shall become the property of 34 the CONTRACTOR upon collection° Responsibility for proper disposal shall pass to the CONTRACTOR upon collection. 8.8 T_A~_~_LIC~NSES~___AN~__PEP~ITS. The CONTRACTOR shall pay all required taxes, license fees, or permits and shall maintain during the life of this Contract workmen's compensation insurance for all of its employees. 8.9 ~SUP~__~. The CONTRACTOR shall purchase and maintain during the life of this Contract comprehensive general liability and automobile liability insurance that protects the CONTRACTOR and the CITY from damages arising out of the operations set forth in this Contract. 8.9.1 ~9¥9~9 The insurance shall cover damages arising from bodily injury, accidental death, property damage, and personal injury. The insurance shall cover operations by the CONTRACTOR or by a person directly or indirectly employed by the CONTRACTOR. 8.9.2 The CITY shall be included as an additional named insured on each policy. 8.9.3 Each insurance policy shall be for a minimum amount of $2,000,000.00 per occurrence, with deductibles and self- insured restrictions not to exceed $25,000.00 per occurrence. 8.9.4 CONTRACTOR shall furnish the CITY with certificates of insurance evidencing the coverage described in this section and providing the CITY with 30 days advance notice of cancellation. 8.10 INDEMNIFICATION. The CONTRACTOR covenants that it will 35 indemnify the CITY from any loss, damage, cost, charges or expenses that may be charged to the CITY by reason of any act, actions, neglect, commission or default on the part of the CONTRACTOR. 8.10.1 In case of suit. If a suit is brought against the CITY because of any act, action, neglect, commission or default of the CONTRACTOR, in relation to this Contract, the CONTRACTOR hereby agrees to defend against the suit and pay all judgments, costs, attorney's fees and other expenses that are incurred by or obtained against the CITY. 8.10.2 Limits on Indemnification. The CONTRACTOR shall not indemnify the CITY for any act, action or, neglect, commission, or default resulting solely from the acts or negligence of the CITY or its agents. 8.11 PERFOR#ANCE BOND. The CONTRACTOR shall execute and file with the CITY Clerk contemporaneously with the signing of this Contract a bond in the sum of $50,000.00. The bond shall be in a form approved by the CITY Attorney. The CONTRACTOR shall keep the bond in full force and effect during the term of this CONTRACT. 8.11.1 The bond shall name the CONTRACTOR as principal and a company authorized to do corporate surety business within the State of Washington as surety. 8.11.2 The condition of the bond will be that the CONTRACTOR will faithfully perform the Contract and pay all labor, mechanics, materialmen, and all persons who shall supply the CONTRACTOR with equipment, and supplies related to the fulfillment of this Contract. 36 8.12 PAYMEI~T OF CLAIMS. The CONTRACTOR agrees to pay all due and just claims related to labor and materials obtained by the CONTRACTOR in fulfillment of this Contract. 8.13 TP~SFERS BY CONTRAS9~. 8.13.1 CONTRACTOR understands and acknowledges that CITY has granted this Contract to CONTRACTOR in reliance on CONTRACTOR's business skill and financial capacity. Accordingly, the CONTRACTOR shall not sell, assign, trasfer, convey, give away, pledge, mortgage, or otherwise encumber this Contract without the prior written consent of CITY. 8.13.2 CITY shall not unreasonably withhold its consent to a transfer of this Contract, provided, however, the CITY may require as exclusive conditions to its approval that: a. All of CONTRACTOR's accrued monetary obligations to CITY and all other outstanding obligations related to the Contract shall have been satisfied; b. The transferor shall have executed a general release in a form satisfactory to CITY, of any and all claims against CITY and its officers, directors, and employees, in their corporate and individual capacities, including without limitation, claims arising under federal, state, and local laws, rules, and ordinances. c. The transferee shall enter into a written assignment in a form satisfactory to CITY, assuming and agreeing to discharge all of CONTRACTOR's 37 obligations under this Contract. d. The transferee demonstrates to the reasonable satisfaction of CITY that it possesses the business skill and financial capacity to perform this Contract. 8.13.3 The CONTRACTOR shall notify City of any change in, or transfer of, or acquisition by any other party of control of the CONTRACTOR's company. The word "control" as used herein means any change in majority stock ownership. Every change, transfer or acquisition of control of the CONTRACTOR's company shall be subject to the approval by CITY which shall not be unreasonably withheld. The CITY shall have the right to require as conditions of its approval that: a. All of CONTRACTOR's accrued monetary obligations to CITY and all other outstanding obligations related to the Contract shall have been satisfied; b. The transferor shall have executed a general release in a form satisfactory to CITY, of any and all claims against CITY and its officers, directors, and employees, in their corporate and individual capacities, including without limitation, claims arising under federal, state, and local laws, rules, and ordinances. c. The transferee shall enter into a written assignment in a form satisfactory to CITY, assuming and agreeing to discharge all of CONTRACTOR's obligations under this Contract. 38 d. The transferee demonstrates to the reasonable satisfaction of CiTY that it possesses the business skill and financial capacity to perform this Contract. 8.13.4 ~_~9~_~9~_9~_~9~_~9~9~- Upon the death or mental incompetency of any person with an interest as an owner in the Contract, the executor, administrator, personal representative or trustee of such person or entity shall transfer within a reasonable time his or its interest to a third party approved by CITY. Such transfers, including, without limitation, transfers by devise or inheritance, shall be subject to the same conditions as any inter vivos transfer. If the heirs or beneficiaries of any such person are unable to meet the conditions in 8.13.3, the personal representative of the deceased CONTRACTOR shall have a reasonable time to dispose of the deceased's interest in the Contract, which disposition shall be subject to all the terms and conditions for transfers contained in this Contract. 8.14 REVENUE AND REPORTING VERIFICATION. In order that the CITY may verify payment of the appropriate utility tax, the CONTRACTOR shall, upon reasonable request, make available to the CITY or its agents the record of its accounts and such other records in its possession as may be necessary for the CITY to determine the accuracy of the reports of gross receipts. The CITY may require verification of the tonage of solid waste collected pursuant to this Contract and of the number of residences and businesses served. The CITY may require this verification upon reasonable notice in order to check the 39 reports called for in paragraph 8.6 of this agreement. The CITY may further seek such verification when reviewing rate adjustments requested by the CONTRACTOR. 8.15 NON-DISCRININATION. CONTRACTOR shall not discriminate against any employee or applicant for employment because of race, creed, color, national origin, sex, age, or the presence of a physical or mental disability. 8.15.1 The CONTRACTOR shall not discriminate on the bases described above when it engages in the following non-exhaustive list of activities: a. employment; b. upgrading; c. demotion; d. transfer; e. recruitment; f. recruitment advertising; g. lay-off; h. termination; i. setting of rates of pay or other forms of compensation; and j. selection for training. 8.15.2 Solicitation of ~9Y99~- In all solicitation for employees the CONTRACTOR shall state that all qualified applicants will receive consideration for employment without regard to race, creed, color, national origin, sex, age, or the presence of a physical or mental disability. The words "equal 4O opportunity employer" in an advertisement shall constitute compliance with this section. 8.16 FORGE ~%JEU~E. The CONTRACTOR and the CITY shall not be liable for the failure to perform its duties, or for any resultant damage or loss, due to catastrophe, riot, war, government order or regulation, accident, act of god, or other similar or different contingency beyond the reasonable control of the CONTRACTOR or the CITY. 8.16.1 Continuation of Force Ma~[9. If the circumstances resulting from such unforeseen circumstances persist for more than 30 days, or if after their cessation the CONTRACTOR is unable to render full or substantial performance for a period of seven days, the CONTRACTOR or the CITY may terminate this Contract upon written notice given seven days in advance to the other party. 8.17 ~$0LyENC~. A party's insolvency, or voluntary or involuntary bankruptcy, shall not constitute a breach of this Contract unless the party fails to give a timely and adequate assurance of its ability to perform. Until such assurances are received, the other party may suspend, if commercially reasonable, any performance due upon its part unless already paid for. If the insolvent party is unable to give adequate assurance, the other party may terminate this Contract with 30 days written notice. Assumption of this Contract by an insolvent party's trustee shall not operate as an automatic repudiation, prospective unwillingness to perform, or a breach of this Contract. 41 8.18 ~OVERNIN~ LAW AND VEN~. This Contract shall be construed according to the laws of the State of Washington as they are at the time of its execution or may be amended in the future. The parties agree that if a dispute under this Contract, leads to litigation, venue will be in the Kitsap County Superior Court. 8.19 ATTORNEY'S FEES AND COSTS. Should any dispute regarding this Contract lead to litigation, the prevailing party shall be entitled to all related costs and reasonable attorney's fees at all court levels. 8.20 SEVEP~%BILITT. If any portion of this Contract is invalid, the remainder of the Contract will still be valid. 8.21 HEADINGS~_ETC_. The headings is this Contract are inserted for convenience of reference only and shall not affect the interpretation of this Contract. If from the context it appears appropriate, each term stated in either the singular or the plural shall include the plural and the singular, and the pronouns stated in either the masculine or the neuter gender shall include the masculine, the feminine, and the neuter. 8.22 NO WAIVER. The failure of either party to seek redress for non-compliance with this Contract will not prevent a subsequent incident of non-compliance from having the effect of an original incident. 8.23 ENTIRE ~REENENT. This Contract constitutes the entire agreement between the parties and supersedes all prior agreements. 8.24 MODIFICATIONS. This Contract may not be modified or amended unless such modification or amendment is reduced to writing and 42 appropriately executed by both the parties or their lawful representatives. 8.25 CO~LI_~ WITE RELEVANT LAWS. Both parties agree to follow all relevant laws and amendments. 8.26 DEFAULT. If the CONTRACTOR abandons, willfully delays the performance of, or in any manner willfully fails to comply with any of the terms of the Contract excluding catastrophies or acts of God, the CITY may, after 72 hours, notify the CONTRACTOR in writing of such abandonment, delay, refusal, failure or neglect and direct the CONTRACTOR to comply with all provisions of this Contract. Copies of such written notice shall be mailed to the surety on the performance bond and delivered to the Mayor. 8.26.1 Upon receipt of said notice, the Mayor shall take such action as he or she deems necessary or advisable to continue the provision of the services called for in this Contract to the residents of the CITY. The cost of all labor, materials, and equipment necessary for such work shall become the obligation of the CONTRACTOR and its sureties. 8.27 NOTICES. All notices required under this Contract shall be personally delivered or mailed by certified or registered mail, postage prepaid, as follows: TO THE CITY: City of Bremerton, Attention: City Clerk, 239 Fourth Street, Bremerton, WA 98310; TO THE CONTRACTOR: Brem-Air Disposal, Inc., P.O. Box 438, Bremerton, WA 98310; or to such other address as either party shall specify by written notice so given, and shall be deemed to have been given as of the date so delivered or three (3) days following the date postmarked. 43 President, Brem-Air Disposal, Inc. Da t e: __--------_---\~[~% [ ~[ ......... By: .... Louis Mentor Mayor of the City of Bremerton Kathy McCluskey Bremerton City Clerk o TABLE "G" RESIDENTIAL RECYCLING SERVICES 1. The rate for curbside recycling services to residential customers using their own solid waste containers of 32 gallons or less shall be as of January 1, 1992, $2.86 per residence per month. 2. The rate for curbside recycling services to residential customers using solid waste containers of 100 gallons or more provided by the CONTRACTOR or compacting their own solid waste at residential sites shall be as of January 1, 1992, $2.24 per residence per month.