Document Moscow_doc_0a0238b5db

SOLID WASTE DISPOSAL AGREEMENT THIS AGREEMENT, made and entered into this ,15 day of ":>Muahcr- , 1995, by and between the City of Genesee, a municipal corporation of he State of Idaho, heremafter referred to as "Genesee" and the City of Moscow, a municipal corporation of the State of Idaho, hereinafter referred to as "Moscow". WITNESSETH: WHEREAS, Moscow offers to provide a system to Genesee for the disposal of solid waste as hereafter defined, and programs related thereto in accordance with Federal, State of ldaho and local statutes, laws, rules, regulations and ordinances; and, WHEREAS: In the opinion of Genesee, Moscow is qualified to provide such a system for a consideration; and Genesee can participate in and contribute to this system, and Moscow is willing and able to manage and maintain such a service; and, THEREFORE: Moscow and Genesee hereby enter into an Agreement for disposal and/or recycling of Acceptable Waste, Demolition/inert Waste, Compostable Waste and recyclable materials received from residences, businesses, institutions and industries within Genesee and for programs related thereto, and for and in consideration of the promises and covenants contained herein, Moscow hereby agrees to and with Genesee to undertake and execute, for an agreed upon consideration, the herein described work, in a good, substantial and workmanlike manner. 1. DEFINITIONS For purposes of interpretation of the terms of this Agreement, the following terms, phrases and derivations shall have the following meanings. When not inconsistent with the context, words used in the present tense include the future, words in the plural number include the singular number, and words in the singular number include the plural number. The term "shall" is always mandatory and not merely directory. A. ACCEPT ABLE WASTE: That portion of solid waste that is normally disposed of and originating from residential dwellings, businesses, industrial and commercial establishments which consists of household wastes from private residences, commercial waste which originates in wholesale, retail or service establishments such as restaurants, stores, markets, theaters, hotels and warehouses, and institutional waste material originating in schools, hospitals, research institutions and public buildings. Such Acceptable Waste shall include tires, metals and white goods. In no event shall Acceptable Waste include any Hazardous Waste, Infectious Waste or any Unacceptable Waste. B. COLLECTION FRANCHISEE: The person, corporation or partnership holding a franchise issued or granted by Genesee authorizing such person, corporation or partnership to operate, conduct or maintain a solid waste collection system upon or over any highways, streets, roads alleys and public ways of Genesee. SOLID WASTE DISPOSAL AGREEMENT PAGE l 95-13 ---PAGE BREAK--- C. COLLECTION UNIT: A Genesee resident and/or business receivmg solid waste collection services at a place of residence or place of business located within Genesee. I. Individual Unit: A dwelling within Genesee occupied by a person or group of persons. An individual unit shall be deemed occupied when either occupied or generating solid waste. Each unit within an apartment building, condominium, duplex or mobile home park shall be treated as an individual residential unit, unless served by a mechanical container or compactor. 2. Commercial Unit: Each space within Genesee occupied by an individual business. A business shall be deemed occupied when either occupied or generating solid waste. D. COMPOSTABLE WASTE: That Acceptable Waste that has been accepted at the Designated Waste Processing Facility for composting Such Compostable Waste shall conform to all statutes, rules and regulations of any governmental regulatory agency which pertains to composting E. DEMOLITION/INERT WASTE: That Acceptable Waste that has been accepted at the Designated Waste Processing Facility for placement in the demolition/inert landfill. Such Demolition/Inert Waste shall conform to all statutes, rules and regulations of any governmental regulatory agency which pertains to demolition/inert landfilling. F. DESIGNATED WASTE PROCESSING FACILITY The facility or site designated by Moscow where Acceptable Waste is compacted, incinerated, landfilled, composted, transferred or otherwise disposed of or treated prior to disposal. G. DIRECTOR OF SOLID WASTE SERVICES: The Moscow City Supervisor or such other person or persons so designated by the Moscow City Supervisor. H. HAZARDOUS WASTE: Any material or substance which, by reason of its composition or characteristics, is l. Toxic or hazardous waste as defined in either the Solid Waste Disposal Act, 42 U S.C Section 690 1 et seq, as replaced, amended, expanded or supplemented, or any laws of similar purpose or effect, and such policies or regulations thereunder, or under relevant state law as replaced, amended, expanded or supplemented, or any laws of similar purpose or effect, and any rules, regulations or policies thereunder, or 2. Special nuclear or by-products material within the meaning of the Atomic Energy Act of 1954 et seq, as replaced, amended, expanded or supplemented, or any laws of similar purpose or effect, and such policies or regulations thereunder, or under relevant state law as replaced, amended, expanded or supplemented, or any laws of similar purpose or effect, and any rules, regulations or policies thereunder, or 3. Other material which any governmental agency or unit having appropriate jurisdiction shall determine from time to time is harmful, toxic SOLID WASTE DISPOSAL AGREEMENT PAGE2 ---PAGE BREAK--- or dangerous or otherwise ineligible for transfer through, transportation by, or disposal from the site, or 4. Any material which would result in residue being designated as hazardous waste under the above. 5. Any waste falling within the definition contained in Idaho Code 39-440 3 I. HOUSEHOLD SOLID WASTE: That Acceptable Waste, including garbage or trash produced by ordinary residential units, including single and multiple residences, hotels and motels, bunkhouses, ranger stations, crew quarters, campgrounds, picnic grounds and day use recreation areas and which fits into a bag, manual container or bundle less than four ( 4) feet in length. Does not include Infectious Waste, Hazardous Waste, Unacceptable Waste or any type of solid waste that is not normally collected by Genesee's collection Franchisee at individual or commercial units. J. INFECTIOUS WASTE: Any material, chemical, compound, mixture, substance or article known to be infectious by the producer or which is designated by the United States Environmental Protection Agency or other appropriate agency of the Federal Government or the State of Idaho to be "infectious" as that term is commonly defined by or pursuant to law. K. PRODUCER: Any person, business or other entity which produces solid waste within the City of Genesee. L. PUTRESCIBLE WASTE: Solid waste which has the capacity to become rotten or fouL M. RATE MODIFICATION DATE: The date whereby all rate adjustments shall become effective. The rate modification date shall be October 1 of each year this contract is in force. N. RESOURCE RECOVERY: The process, including recycling, of obtaining useful material or energy resources from solid waste. 0. TRANSFER STATION: The transfer, processing and transportation facility which has been designated by Moscow for the purpose of transferring, processing and/or transporting Transport Waste. P. TRANSPORT WASTE: That Acceptable Waste which has been accepted at the Designated Waste Processing Facility for loading into transport vehicles for transport to an Ultimate Disposal Site. Such Transport Waste shall conform to the rules of, and be acceptable to, the Ultimate Disposal Site. Q. ULTIMATE DISPOSAL SITE: Any disposal site chosen by Moscow which may ultimately receive Transport Waste from the Designated Waste Processing Facility. R. UNACCEPTABLE WASTE: Tbat portion of the solid waste such as, but not limited to explosives, pathological and biological waste, Infectious Waste, Hazardous Waste, radioactive materials, foundry sand, cesspool waste, human remains, industrial process wastes, motor vehicles (including major motor vehicle SOLID WASTE DISPOSAL AGREEMENT PAGE 3 ---PAGE BREAK--- parts such as transmissions, rear ends, springs and fenders), agricultural and farm machinery and equipment, marine vessels and major parts thereof or any other large type of machinery or equipment, or that which in the reasonable judgment of the Director may present a substantial endangerment to health or safety, or has a reasonable possibility of adversely affecting the operation of the Designated Waste Processing Facility or the acceptance of Transport Waste by the Ultimate Disposal Site. 2. SCOPE OF WORK A. SERVICE: Moscow shall furnish, manage and maintain a system of processing, transportation, and disposal and/or recycling of Acceptable Waste as described herein. Moscow shall further provide access to Moscow's Designated Waste Processing Facility, Recycling Center, Household Hazardous Waste Program and Solid Waste Education Program to the residents of Genesee as provided herein. These services shall include all supervision, materials, equipment, labor and all other items necessary to satisfy the terms of this Agreement. B. ACCEPTANCE OF ACCEPTABLE WASTE: Moscow shall accept all Acceptable Waste delivered to its Designated Waste Processing Facility by Genesee's Collection Franchisee and/or by individual residents of Genesee, provided all tipping fees associated with such acceptance are paid. Moscow shall provide for the processing of said Acceptable Waste, including landfilling, composting, recycling and/or hauling of said Acceptable Waste (Transport Waste) to the Ultimate Disposal Site. C. ACCEPTANCE OF RECYCLABLE MATERIALS: Moscow shall accept, process and provide for ultimate disposal of certain recyclable materials delivered to the City of Moscow Recycling Center by Genesee's Collection Franchisee or the individual residents of Genesee, provided all tipping fees associated with such acceptance are paid Individual Genesee residents shall be paid for recyclable materials, if applicable, at the same rates as Moscow residents. The types of materials to be accepted at the City of Moscow Recycling Center, the amount of money to be paid, if any, for recyclable materials and the types of recyclable materials upon which such money will be paid shall be the sole decision of Moscow. Provided, that Genesee's Collection Franchisee, other person authorized by Genesee to operate a recycling collection business, or any other person operating a recycling collection business shall not be paid for recyclable materials collected and/or delivered to the City of Moscow Recycling Center. Provided further, that Genesee and/or residents of Genesee may arrange for the processing of such recyclable materials through any other public or private entity D. HOUSEHOLD HAZARDOUS WASTE PROGRAM: Moscow shall provide access to Moscow's Household Hazardous Waste Collection Program, which shall be conducted once per year, to all residents of Genesee. The types of materials to be accepted pursuant to such Household Hazardous Waste Collection program, and the time, place and manner of operating such program shall be the sole decision of Moscow. E. SOLID WASTE EDUCATION PROGRAM: Moscow shall include Genesee in any and all solid waste education programs established by Moscow. SOLID WASTE DISPOSAL AGREEMENT PAGE 4 ---PAGE BREAK--- F. INFECTIOUS WASTE AND POTENTIALLY HARMFUL WASTES: I. Moscow may provide, but is not obligated to provide, disposal programs for Infectious Waste or potentially harmful wastes. In the event that Moscow elects to provide such program(s), Moscow shall handle such Infectious Waste and potentially harmful wastes in a manner consistent with all applicable regulations 2 Producers of such wastes shall arrange, at their own expense, with Moscow for the disposal of such wastes and the charges therefor, and the costs of disposing of such wastes shall be set by Moscow. G. UNACCEPTABLE WASTE: Genesee shall not permit its Collection Franchisee or any other person to place Unacceptable Waste into a collection vehicle or container. Genesee shall implement a program of training and procedure which is designed to prevent the placing of Unacceptable Waste into collection vehicles or containers. In the event that Genesee's Collection Franchisee or any other person delivers unacceptable waste to the Designated Waste Processing Facility, Moscow shall, at Moscow's sole discretion, either I. Dispose of such Unacceptable Waste in a legally proper manner, and shall charge Genesee for all costs thereof, plus actual reasonable administrative charges not to exceed fifteen percent ( 15%) of such costs; or 2. Reject such Unacceptable Waste. 3. DESIGNATION OF ULTIMATE DISPOSAL SITE(S) The parties understand and agree that Moscow shall have the sole and exclusive right to designate the location or locations to which solid waste will be transported for processing and ultimate disposal. 4. HOLIDAYS The following shall be holidays for purpose of this agreement New Year's Day Memorial Day Independence Day Labor Day Thanksgiving Day Christmas Day Moscow may decide to observe any or all of the above listed holidays by suspension of disposal or recycling services on a holiday, but such decision in no manner relieves Moscow of its obligation to provide such services. SOLID WASTE DISPOSAL AGREEMENT PAGES ---PAGE BREAK--- 5. COMPLAINTS All complaints regarding the Moscow's performance of this Agreement shall be made through Genesee to the Director of Solid Waste Services. Complaints made directly to Moscow shall be given prompt and courteous attention. Moscow shall investigate and respond to such complaints and shall inform Genesee in a timely manner of the nature of such complaints and any remedial action taken in response to such complaints. 6. NOTIFICATION Genesee shall notifY all producers to be served hereunder about complaint procedures, rates, fees, regulations, schedules, and changes in the operation of the disposal and or/recycling system by means of press releases and/or publication of pamphlets and/or other means as elected by Genesee, and through at least one annual mailing per year. The cost of such notification shall be the responsibility of Genesee. 7. POINT OF CONTACT All notices between Moscow and Genesee shall be directed by Moscow to the Mayor of Genesee, P 0 Box 3 8, Genesee, Idaho 83 83 2, and by Genesee to the Director of Solid Waste Services, at P 0 Box 9203, Moscow, Idaho 83843. 8. SALVAGE RIGHTS Moscow shall have the full and exclusive right to all salvageable materials when such materials are accepted at the Designated Waste Processing Facility or Recycling Center pursuant to this Agreement, and Moscow shall have the sole right to any and all funds received from the sale of said salvageable materials. Salvaging or scavenging by Genesee, its Collection Franchisee(s), or any of their employees or agents after delivery to said Solid Waste Processing facility or Recycling Center is prohibited. 9. INSURANCE A. Moscow shall at all times during the term of this Agreement, maintain, or cause its franchisees to maintain in full force and effect Employer's Liability, Workmen's Compensation, Public Liability and Property Damage insurance, including contractual liability coverage. Additionally, at all times during the term of this Agreement, Genesee shall obtain and maintain, or cause its Collection Franchisee to obtain and maintain in full force and effect, public liability insurance and property damage insurance, including contractual liability coverage in the amounts of one million dollars ($1,000,000 00) per occurrence, and two million dollars ($2,000,000.00) aggregate. All insurance shall be provided before commencement of work hereunder. Moscow and Genesee shall annually furnish the other with certificates of insurance or other evidence satisfactory to the other that such insurance has been procured and is in force. Said certificates shall contain the following express provisions: "This is to certifY that the policies of insurance described herein have been issued to the insured for whom this certificate is executed and are in force at this time. In the event of cancellation or material SOLID WASTE DISPOSAL AGREEMENT PAGE6 ---PAGE BREAK--- change in a policy affecting the certificate holder, thirty (30) days prior written notice of said cancellation or change shall be provided to the certificate holder B. For purposes of this Agreement, Moscow shall carry, and/or shall cause its franchisee(s) or agents to carry, the following types of insurance in at least the limits specified below Coverage Workmen's Compensation Employer's Liability General Liability except automobile (bodily injury and/or property damage) Automobile bodily injury and/or property damage liability, combined single limit Limits of Liability Statutory $1,000,000 $1,000,000 each occurrence/ $2,000,000 aggregate $1,000,000 each occurrence All coverage subject to policy conditions C. As an alternative to the above, Moscow may provide the above public liability and property coverage under a plan of self-insurance. Each insurance policy with respect to public liability insurance may provide for self-insured retention of an amount of $250,000.00 with the result that Moscow is its own insurer to that extent and with the requirement that Moscow provides Genesee with such evidence of financial responsibility as deemed necessary by Genesee. 10. INTERRUPTION OF SERVICE A. Interruption of service shall mean that period of time during which services to be provided by Moscow pursuant to this Agreement are interrupted, discontinued or substantially reduced, except as excused hereunder, for a period of five consecutive days exclusive of Sundays and Holidays as defined herein; or after the expiration of five ( 5) days after notice, in accordance with the procedures required herein, is provided to Moscow by Genesee that Genesee is terminating this Agreement because of a breach or default on the part of Moscow and until such time as other arrangements can be made by Genesee for other such services. B. Genesee shall have the right to contract with another person, entity or corporation to provide the services set forth herein in the event of an interruption of service by Moscow, for the duration of such interruption of service. In the event of interruption of service, all payments to Moscow shall be suspended. During the period of such interruption of service, Moscow shall be liable to Genesee for the reasonable costs of providing such services less the amount of payment Genesee would have been liable to make to Moscow for providing such services. Genesee shall document the actual reasonable costs of providing such services during such interruption of service. Moscow shall not be liable for costs which are not supported by such documentation. SOLID WASTE DISPOSAL AGREEMENT PAGE7 ---PAGE BREAK--- C. In the event that such interruption of service continues for a period of 30 consecutive days, after the expiration of the 30th day, either Genesee or Moscow rna y terminate this Agreement. Termination shall be effective not less than ISO days after service of the notice of termination upon the non-terminating party. In the event of such termination by Moscow, the liability of Moscow to Genesee shall be limited to the reasonable increased costs (documented as provided herein) of providing such services during such interruption of service prior to such termination. ll. BASIS AND METHOD OF PAYMENT A. Reimbursement Genesee shall pay over to Moscow in accordance herewith the amounts set forth in Exhibit A for each type of service. Such amounts shall include all costs, fees and other expenses of Moscow associated with the performance of its obligations hereunder, including those costs, if any, associated with tipping fees at the Designated Waste Processing Facility; transport to the Ultimate Disposal Site; disposal fees at the Ultimate Disposal Site; and program area costs as shown at Exhibit A. B. Modification of Rates 1 . Annual Rate Adjustment. The rates which may be charged by Moscow in Exhibit A, as approved by Genesee for the second and subsequent years of the term hereof shall be adjusted upward or downward to reflect changes in Moscow's cost of operations, as reflected by fluctuations in the Producer Price Index as published in the Survey of Current Business as published by the U.S. Department of Commerce, Bureau of Economic Analysis. The statistics utilized shall be for a one year period and shall be the unadjusted figures for the month of May as published in June of each year. The rates will be determined by the first day of August of each year, and such rate changes shall be effective the following October I of the same year. Every year the rates shall be increased or decreased for each ensuing year in a percentage amount equal to Eighty Seven and One Half percent (87 112%) of the net percentage change of the Producer Price Index, for the prior one ( I) year period. The percent of change in the Producer Price Index shall be computed as follows: The Producer Price Index for all commodities for the month of May, for both the current year and the prior year shall be determined from the June issue of the Survey of Current Business. The difference between the two Producer Price Index figures shall be computed by subtracting the earlier month figure from the more recent month figure That difference shall be divided by the earlier month figure to determine the percent of change. The percentage rate to adjust the existing fees shall be calculated as follows (percent of change of Producer Price Index)(.875)=X (current fee)( I. 00+ new rate SOLID WASTE DISPOSAL AGREEMENT PAGES ---PAGE BREAK--- 2. Moscow's Request. a Moscow shall have the right to petition Genesee at any time for additional fee adjustments on the basis of unusual changes in the cost of operations, i.e., revised federal and state of Idaho laws affecting this Agreement which require mandatory compliance by Moscow resulting in increased operating costs to Moscow, (as proven by full documentation of such increased operating costs as requested by Genesee) All such requests shall be fully developed setting forth the changes requested, existing costs, summary of estimated change in costs and the amount of fee change requested. Genesee shall respond to such requests within thirty (30) days If the parties are unable to reach agreement on a proposed rate adjustment, either party may invoke the provisions of paragraph B(4), below. b Genesee understands that the cost of Moscow's operations and services to be provided hereunder are subject to certain agreements, ie. a Franchise Agreement and Hauling and Disposal Agreement. Genesee has had the opportunity to review and analyze such agreements. Moscow shall have the right to petition for a fee adjustment from Genesee, and Genesee shall be obligated to grant such fee adjustment, when such adjustment is made by Moscow in response to a fee adjustment required by Moscow's contractors pursuant to such agreements. All such requests shall be fully developed setting forth the changes requested, existing costs, summary of estimated change in costs and the amount of fee change requested. Genesee shall respond to such requests within thirty (30) days. All fee adjustments made pursuant to this section l l.B.2.b. shall be limited to Genesee's pro-rata share of the actual fee adjustment( s) required of Moscow. 3. Genesee's Request Genesee may petition Moscow for a change in either the level or nature of the service, and the resulting proposed fee adjustment. The notice shall include a listing by Genesee of the type or nature of documentation, analysis or audit it is relying upon in support of the proposed change. Within sixty ( 60) days following receipt of such a request, unless some other time period is mutually agreed to by the parties, Moscow shall notify Genesee as to whether it agrees with the modification of level or nature of service and/or the fee adjustment. Nothing herein shall be construed to require Moscow to consent to such change in the nature of level of service. In the event Moscow does not agree with Genesee's fee adjustment, it shall also provide Genesee with copies of all documentation, analysis or audit, on which Moscow relies. If Moscow agrees with the fee adjustment, such adjustment will become effective upon Genesee giving written notice to Moscow to implement the change in the level or nature of service. In the event that Genesee does not implement such changes in the nature or level of service (after Moscow has agreed to such changes), Genesee shall reimburse Moscow for its costs, plus actual reasonable administrative charges not to exceed fifteen percent (15%) of such costs, incurred in responding to Genesee's request for such adjustment It is further acknowledged that this paragraph shall not operate so as to terminate the material provisions and intent of this Agreement; that is, Moscow shall provide the solid waste disposal services set forth herein to Genesee during the term of this Agreement 4. Arbitration of Disputes. In the event that the parties cannot agree upon compensation for the work to be performed, the parties agree that such a dispute shall be subject to binding arbitration pursuant to the rules of the Uniform Arbitration Act. The parties shall mutually select a disinterested, non-local arbitrator. In the event the parties are unable to mutually agree, each party shall designate a disinterested, non-local individual and these two designees shall then SOLID WASTE DISPOSAL AGREEMENT PAGE9 ---PAGE BREAK--- select the arbitrator All designations of arbitrator or designee shall occur within ten ( 1 0) days of notice of dispute being delivered by one party to the other, and designees shall select the arbitrator within ten (I 0) days of their designation. The decision of the arbitrator shall be binding on both parties. The non-prevailing party, as determined by the arbitrator, shall pay all costs of the arbitration and the prevailing party shall be awarded its reasonable costs and attorney fees incurred in participating in such arbitration, which costs and attorney fees shall be limited to the amount of $10,000.00. 5. Effective Date. The fee adjustments contemplated in subparagraphs and above, shall become effective on the date(s) that the changes in service commence, or on the date such contractual rates change. 6 Emergency Services Should additional services be required in an emergency, above and beyond those contemplated in this agreement, Genesee may order reasonable delivery of services and Genesee shall pay the verifiable costs of such services, plus actual reasonable administrative charges not to exceed fifteen percent ( 15%) of such costs. C. Payment Moscow shall be responsible for billing Genesee for the services set forth herein. Genesee shall remit payment to Moscow by the 20th day of each month following receipt of Moscow's billing In the event that Genesee fails to remit payment to Moscow by the 20th day of each month for such billing, Genesee shall pay to Moscow, in addition to the amount of the billing, a late fee in the amount of one percent ( of the amount of the billing per day beyond the due date. In addition to this late fee, in the event that Genesee fails to remit payment to Moscow within 14 days from the due date, Moscow may, in its discretion, without penalty or determination that Moscow is in breach of this Agreement, suspend its obligations and services to be provided hereunder until such charges are paid. 12. TITLE TO WASTE Title to all Acceptable Waste accepted at Moscow's Designated Waste Processing Facility or Recycling Center, shall pass to Moscow when so accepted. Title to Hazardous Wastes, potentially harmful wastes, Infectious Wastes or other Unacceptable Waste shall not vest with Moscow, but shall remain in the Producer. Genesee further agrees that it shall have the responsibility to identify the Producer of such wastes. 13. WAIVER The failure of Genesee or Moscow to insist on strict performance of any of the terms and conditions hereof shall not be deemed a waiver of the rights or remedies that Genesee or Moscow may have regarding that specific instance, and shall not be deemed a waiver of any subsequent breach or default in any of the terms and conditions hereof Making or receiving payments pursuant to this Agreement during the existence of a dispute shall not be deemed to and shall not constitute a waiver of any of the claims or defenses of the party making such payment SOLID WASTE DISPOSAL AGREEMENT PAGE IO ---PAGE BREAK--- 14. ADHERENCE TO LAWS Moscow and Genesee shall at all times comply with and adhere to applicable laws governing the performance of the services described herein. Non-compliance with applicable statutes, rules and regulations by Moscow or Genesee shall act as a breach of this Agreement and shall subject the non-complying party to liability therefore. Moscow and Genesee shall report violations of such laws as soon as practicable. 15. RECORDS AND INSPECTION A. Records Moscow shall maintain such records as may be specified herein or may be necessary to document the quantity of solid waste accepted and processed in the performance of this Agreement separately from that solid waste received by Moscow pursuant to any other agreement with any governmental entity, business or person and to document the time and date of performance of services hereunder. Actual scale records shall be utilized in detennining the quantity of solid waste collected and transported hereunder unless the parties hereafter agree to use a system of estimation. Such actual scale weights shall be obtained utilizing the scales maintained at the Designated Waste Processing Facility. Moscow shall make all documents relating to the performance of work hereunder, including scale records, available to Genesee within fourteen (14) working days of receiving written notice detailing the documents requested. This time period may be extended where extenuating circumstances exist Further the parties agree that Moscow shall provide Genesee, with each billing, the following information as to the solid waste received and processed hereunder during the preceding month. I. Tonnage of Acceptable Waste broken down into categories of: a. Transport Waste; b. Inert/Demolition/Compost Waste; c. Recyclable materials received from Genesee's collection franchisee. 2. The number of White Goods accepted at the Designated Waste Processing Facility, including the names and addresses of the Producers of such White Goods. Provided that any additional cost to Moscow incurred in providing such information shall be borne by Genesee. 3. Should Genesee desire that records be maintained other than as provided above, Genesee may petition Moscow to cause such records to be maintained, and Moscow, in its sole discretion, may cause such records to be maintained, provided that the cost of maintaining such records shall be borne by Genesee. B. Inspection Genesee reserves the right to conduct on-site inspections of Moscow's operations (including, without limitation, the actual weighing of solid waste) without notice and at reasonable times and in a reasonable manner. The costs of such inspections, including any increase in Moscow's cost of operations as a result of accommodating such inspections shali be borne by Genesee. Moscow shall furnish SOLID WASTE DISPOSAL AGREEMENT PAGE 11 ---PAGE BREAK--- Genesee with all requested information relating to such work, provided the costs of providing such information shall be borne by Genesee. · 16. J(JRISDICTION AND VENUE This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, and venue shall be in the District Court of Latah County. 17. BINDING ON SUCCESSORS AND ASSIGNS This Agreement shall be binding upon, and shall inure to the benefit of , the parties hereto and their respective successors and permitted assigns 18. DELAYS IN CARRYING OUT WORK Moscow shall not be held responsible by reason of any delay in the performance of this Agreement when such delay is primarily caused by some act of God, provided that in the case of delay caused by an act of God, Moscow shall give notice to Genesee (in writing, at the earliest possible time) of the causes of such delay. Such a delay shall not be considered to be an interruption of service as designated in section I 0 of this Agreement Provided, that if such delay due to an act of God continues for a period of twenty (20) consecutive days, either party may terminate this Agreement without liability to the other party. Such termination shall be effective upon written notice provided to the other party. 19. HOLD HARMLESS/INDEMNIFICATlON A. Moscow will indemnifY, save harmless, and exempt Genesee, its officers, agents, servants, and employees from and against any and all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, and attorneys' fees incident to any work done in the performance of this Agreement arising out of a willful or negligent act or omission of Moscow, its officers, agents and employees; provided however, that Moscow shall not be liable for any suits, actions, legal proceedings, claims, demands, damages, costs, expenses and attorneys' fees arising out of a willful or negligent act or omission of Genesee, its officers, agents, franchisees, servants and employees. B. Genesee will indemnifY, save harmless, and exempt Moscow, its officers, agents, servants, and employees from and against any and all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, and attorneys' fees incident to any actions of Genesee pursuant to Genesee's performance of this Agreement arising out of a willful or negligent act or omission of Genesee, its officers, agents and employees; provided however, that Genesee shall not be liable for any suits, actions, legal proceedings, claims, demands, damages, costs, expenses and attorneys' fees arising out of a willful or negligent act or omission of Moscow, its officers, agents, franchisees, servants and employees. SOLID WASTE DISPOSAL AGREEMENT PAGE I2 ---PAGE BREAK--- 20. TERM This Agreement shall be for a term of nine years and one ( 1) month commencing on September I, I994 and ending September 30, 2003. 21. WASTE FLOW/FLOW CONTROL Genesee shall enact and maintain in force and effect and use best efforts to enforce applicable ordinances to require all Acceptable Waste, excluding Recyclable Materials, produced within Genesee to be delivered to the Designated Waste Processing Facility. 22. LIQUIDATED DAMAGES Genesee understands and agrees that Moscow has invested large amounts of money and resources into the development of the system of processing, transportation and disposal and/or recycling in which Genesee desires to participate. Genesee further understands and agrees that the rates to be charged Genesee pursuant to Exhibit are offered solely because of the negotiated term of this Agreement of nine years and one ( I) month. Genesee understands and agrees that if the term of this Agreement were less than nine years and one month, the cost of providing the services enumerated by this Agreement would be seventy-eight dollars and thirteen cents ($78.13) per ton for disposal of solid waste (at current 1994 levels), and the actual cost of other services (ie. Household Hazardous Waste program, access to the Designated Waste Processing Facility and Moscow of Moscow Recycling Center, etc ) Therefore Moscow and Genesee agree that Moscow will suffer financial loss if Genesee fails to faithfully discharge its obligations to participate in the above referenced system pursuant to the terms of this Agreement for the negotiated term. The parties also recognize the delays, expense and difficulties involved in proving in a legal proceeding the actual loss suffered by Moscow if the Agreement is breached by Genesee. Accordingly, instead of requiring such proof, Moscow and Genesee agree that, in addition to outstanding billings remaining unpaid, as the sole and liquidated damages for such breach, (but not as a penalty) Genesee shall pay to Moscow the following: A. If the breach by Genesee occurs prior to April 1, 1999 seven dollars and fifty cents ($7.50) per ton of Acceptable Waste which has been accepted from Genesee and transported (Transport Waste), since the date of September 1, I994 to the date of such breach, from the Designated Waste Processing Facility to the Ultimate Disposal Site; or B. If the breach by Genesee occurs on, or subsequent to April 1, I 999: seven dollars and fifty cents ($750) per ton of Acceptable Waste which would have been accepted from Genesee and transported (Transport Waste), from the date of such breach to September 30, 2003, from the Designated Waste Processing Facility to the Ultimate Disposal Site. In calculating the amount of Transport Waste for such period, the parties shall utilize the combined amount of Transport Waste accepted from Genesee in the twelve (12) months immediately preceding the breach, divide such amount by twelve months to obtain a average, and apply such average to the remaining months or partial months remaining from the date of the breach until September 30, 2003. SOLID WASTE DISPOSAL AGREEMENT PAGE 13 ---PAGE BREAK--- 23. RESOLUTION OF DISPUTES Any dispute arising as to the terms of this Agreement, excepting the compensation to be paid to Moscow, as referenced in section I shall be dealt with in the following manner, unless otherwise specified. A. The party seeking resolution of a dispute under this Agreement shall provide the other party with written notice of the specific nature of the dispute and the section of this agreement relied on for its position; B. The party receiving the notice shall respond (in writing) within five working days as to what action it will take to resolve the dispute; C. If a dispute continues to exist, the parties shall meet within ten working days from the date of the receipt of the written response in an attempt to resolve the dispute. Genesee shall be represented by its Mayor (and any other representatives it desires to have present), and Moscow shall be represented by its Mayor (and any other representatives it desires to have present), in an attempt to resolve the dispute. D. Such resolution of the dispute as the parties are able to agree upon shall be put in writing and signed by the representatives of each party and shall become a part of this Agreement E. If a dispute is not resolved through the foregoing procedures, either party may seek satisfaction through a complaint filed in the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah, which shall be the exclusive forum agreed to by the parties. (In any matter before the court, the remedy of specific performance shall be the preferred remedy.) In any action filed pursuant to this Agreement, costs and reasonable attorney fees shall be awarded by the court to the prevailing party. F. Any time limits for action under this Agreement may be increased or decreased by mutual agreement of the parties, said agreements to be in writing 24. SEVERABILITY If any provision of this Agreement shall be declared illegal, void or unenforceable, the remaining provisions herein shall not be affected and shall remain in full force and effect 25. ENTIRE AGREEMENT This Agreement and its Exhibit( s) constitute( s) the entire agreement and understanding between the parties and it shall not be considered modified, altered, changed or amended in any respect unless done in accordance with this Agreement, reduced to writing, and signed by the parties hereto. Any finding by a court of competent jurisdiction that any part or provision of this Agreement is unconstitutional or invalid shall not invalidate any other provision hereof SOLID WASTE DISPOSAL AGREEMENT PAGE 14 ---PAGE BREAK--- 26. PRIOR AGREEMENTS This Agreement supersedes any and all prior agreements between the parties for solid waste disposal services. Moscow, by and through its Mayor, and Genesee, by and through its Mayor have duly executed this agreement in duplicate originals, to be effective on the I st day of September, 1994, notwithstanding the date executed by the parties hereto. CITY 01<' GENESEE: ATTEST CITY OF MOSCOW: ATTEST a £ . Jt:ea"""' , /  Moscow City Clerk swdl J94a SOLID WASTE DISPOSAL AGREEMENT PAGE lS ---PAGE BREAK--- EXHIBIT A SCHEDULE REIMBURSEMENT Genesee agrees to pay Moscow the amounts shown herein for Solid Waste Disposal and Program Services Performed pursuant to this Agreement as may hereafter be adjusted in accordance with this Agreement. I. Base Rate, Transport Waste Disposal: Genesee shall pay Moscow the amount of $65.00 per ton of Transport Waste delivered to the Designated Waste Processing Facility by Genesee's Collection Franchisee or other person or entity authorized by Genesee. 2. Base Rate, Demolition/inert Waste Disposal: Genesee shall pay Moscow the amount of $32.12 per ton of Demolition/inert Waste delivered to the Designated Waste Processing Facility by Genesee's Collection Franchisee or other person or entity authorized by Genesee 3. Base Rate, Compostable Materials: Genesee shall pay Moscow the amount of $32.12 per ton of Compostable Waste delivered to the Designated Waste Processing Facility by Genesee's Collection Franchisee or other person or entity authorized by Genesee. 4. Base Rate, Recyclable Materials: Genesee shall pay Moscow the amount of $3 5. 00 per ton of Recyclable Materials delivered to the City of Moscow Recycling Center by Genesee's Collection Franchisee or other person or entity authorized by Genesee. 5. Program Cost Rates: Genesee shall pay Moscow the amount of $0.50 per month per billed Genesee Collection Unit. This rate shall pay for access by individual Genesee residents to the City of Moscow Recycling Center, Household Hazardous Waste Collection Program, Solid Waste Education and individual access for direct delivery to the Designated Solid Waste Processing Facility, provided however, that individual access to the Designated Solid Waste Processing Facility shall be limited to I 00 pounds of Transport Waste and/or 500 pounds of Demolition/inert Waste or Compostable Waste per day, per Genesee resident, and that any amount of Acceptable Solid Waste in excess of the above amounts shall be billed directly to the resident, at the rates of $0.0325 per pound of Transport Waste or $0.016 per pound of Demolition/inert Waste or Compostable Waste, or as hereafter adjusted in accordance with this Agreement. 6. White Goods: Genesee has contracted with Latah County to provide white goods disposal service to Genesee. In the event that such contract is terminated or rendered ineffective, or if Latah County refuses to honor Moscow's charges for disposal of Genesee's white goods, Genesee shall pay Moscow the amount of $2.00 per non-CFC bearing white good and $27.00 per CFC bearing white good accepted at the Designated Solid Waste Processing Facility from the Genesee's Collection Franchisee, other person or entity authorized by Genesee, or Genesee resident. EXHIBIT A TO SOLID WASTE DISPOSAL AGREEMENT SCHEDULE OF REIMBURSEMENT