Document Moscow_doc_470ec93b87

SOLID WASTE DISPOSAL AGREEMENT . THIS AGREEMENT, made and entered into this day of eg.\-?vicJA ltr!/( , 2003, by and between the City of Deary, a municipal corp ration of the State of Idaho, hereinafter referred to as "Deary" and the City of Moscow, a municipal corporation of the State ofldaho, hereinafter referred to as "City". WITNESSETH: WHEREAS, City offers to provide a system to Deary for the disposal of solid waste as hereafter defined, and programs related thereto in accordance with Federal, State ofldaho and local statutes, laws, rules, regulations and ordinances; and, WHEREAS: In the opinion of Deary, City is qualified to provide such a system for a consideration; and Deary can participate in and contribute to this system, and City is willing and able to manage and maintain such a service; and, THEREFORE: City and Deary 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 Deary and for programs related thereto, and for and in consideration of the promises and covenants contained herein, City hereby agrees to and with Deary 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. ACCEPTABLE 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, persons, corporation or partnership holding a contract and/or franchise issued or granted by Deary authorizing such person, persons, corporation or partnership to operate, conduct or maintain a solid waste collection and disposal system upon or over any highways, streets, roads alleys and public ways of Deary. C. COLLECTION UNIT: A Deary resident and/or business receiving solid waste collection services at a place of residence or place of business located within Deary. SOLID WASTE DISPOSAL AGREEMENT PAGE I 2003-36 ---PAGE BREAK--- 1. Individual Unit: A dwelling within Deary 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 Deary 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 Demolitionl nert 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 City 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: 1. Toxic or hazardous waste as defined in either the Solid Waste Disposal Act, 42 US.C. Section 6901 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 or dangerous or otherwise ineligible for transfer through, transportation by, or disposal from the site, or SOLID WASTE DISPOSAL AGREEMENT PAGE 2 ---PAGE BREAK--- 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 39-4403 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 Deary'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 Deary. 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 I 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 City 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 City which may ultimately receive Transport Waste from the Designated Waste Processing Facility. R. UNACCEPTABLE WASTE: That portion of the solid waste such as, but not limited to: explosives, pathological and biological waste, Infectious Waste, Hazardous Waste (except as deemed subject to the Household Hazardous Waste Program as defined in this Agreement), radioactive materials, foundry sand, cesspool waste, human remains, industrial process wastes, motor vehicles (including major motor vehicle parts such as transmissions, rear ends, springs and fenders), agricultural and farm machinery and equipment, marine vessels and major SOLID WASTE DISPOSAL AGREEMENT PAGE 3 ---PAGE BREAK--- 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: City shall furnish, manage and maintain a system of processing, transportation, and disposal and/or recycling of Acceptable Waste as described herein. City shall further provide access to City's Designated Waste Processing Facility, Recycling Center, Household Hazardous Waste Program and Solid Waste Education Program to the residents of Deary 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: City shall accept all Acceptable Waste delivered to its Designated Waste Processing Facility by Deary's Collection Franchisee and/or by individual residents of Deary, provided all tipping fees associated with such acceptance are paid. City 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: City shall accept, process and provide for ultimate disposal of certain recyclable materials delivered to the City of Moscow Recycling Center by Deary's Collection Franchisee or the individual residents of Deary, provided all tipping fees associated with such acceptance are paid. Individual Deary residents shall be paid for recyclable materials, if applicable, at the same rates as City 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 ofCity. Provided, that Deary's Collection Franchisee, other person authorized by Deary 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 Deary and/or residents of Deary may arrange for the processing of such recyclable materials through any other public or private entity. D. HOUSEHOLD HAZARDOUS WASTE PROGRAM: The City shall provide access to the City's Household Hazardous Waste Collection Facility to all residents of Deary. The types of materials to be accepted pursuant to such Household Hazardous Waste Collection program and the operation of such program shall be the sole decision of the City, upon consultation with Deary. E. SOLID WASTE EDUCATION PROGRAM: City shall include Deary in any and all solid waste education programs established by City. SOLID WASTE DISPOSAL AGREEMENT PAGE 4 ---PAGE BREAK--- F. INFECTIOUS WASTE AND POTENTIALLY HARMFUL WASTES: I. City may provide, but is not obligated to provide, disposal programs for Infectious Waste or potentially harmful wastes. In the event that City elects to provide such program(s), City 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 therefore, and the costs of disposing of such wastes shall be set by City. G. UNACCEPTABLE WASTE: Deary shall not permit its Collection Franchisee or any other person to place Unacceptable Waste into a collection vehicle or container. Deary 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 Deary's Collection Franchisee or any other person delivers unacceptable waste to the Designated Waste Processing Facility, City shall, at City's sole discretion, either: I. Dispose of such Unacceptable Waste in a legally proper manner, and shall charge Deary 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 City 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. Provided that the City shall consult with Deary and seek input regarding the designation of said ultimate disposal site and shall in good faith consider such input. 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 City 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 City of its obligation to provide such services. SOLID WASTE DISPOSAL AGREEMENT PAGES ---PAGE BREAK--- 5. COMPLAINTS All complaints regarding the City's performance of this Agreement shall be made through Deary to the Director of Solid Waste Services. Complaints made directly to City shall be given prompt and courteous attention. City shall investigate and respond to such complaints and shall inform Deary in a timely marmer of the nature of such complaints and any remedial action taken in response to such complaints. 6. NOTIFICATION Deary 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 Deary, and through at least one armual mailing per year. The cost of such notification shall be the responsibility of Deary 7. POINT OF CONTACT All notices between City and Deary shall be directed by City to the Mayor of Deary, P 0. Box 525, Deary, Idaho 83855, and by Deary to the Director of Solid Waste Services, at P.O. Box 9203, Moscow, Idaho 83843. 8. SALVAGE RIGHTS City 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 City shall have the sole right to any and all funds received from the sale of said salvageable materials. Salvaging or scavenging by Deary, 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. City 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, Deary 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. City and Deary 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: SOLID WASTE DISPOSAL AGREEMENT PAGE 6 ---PAGE BREAK--- "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 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, City 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, City 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 City is its own insurer to that extent and with the requirement that City provides Deary with such evidence of financial responsibility as deemed necessary by Deary. 10. INTERRUPTION OF SERVICE A. Interruption of service shall mean that period of time during which services to be provided by City pursuant to this Agreement are interrupted, discontinued or substantially reduced, except as excused hereunder, for a period of five ( 5) 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 City by Deary that Deary is terminating this Agreement because of a breach or default on the part of City and until such time as other arrangements can be made by Deary for other such services. B. Deary 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 City, for the duration of such interruption of service. In the event of interruption of service, all payments to City shall be suspended. During the period of such interruption of service, City shall be liable to Deary for the reasonable costs of providing such services less the amount of payment Deary would have been liable to make to City for providing such services. Deary shall document the actual reasonable costs of providing such services during such interruption of SOLID WASTE DISPOSAL AGREEMENT PAGE? ---PAGE BREAK--- service. City shall not be liable for costs which are not supported by such documentation. 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 Deary or City may terminate this Agreement. Termination shall be effective not less than !50 days after service of the notice of termination upon the non-terminating party. In the event of such tertnination by City, the liability of City to Deary 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 Deary shall pay over to City 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 City 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 I. Annual Rate Adjustment. The rates which may be charged by City in Exhibit A, as approved by Deary for the second and subsequent years of the tertn hereof shall be adjusted upward or downward to reflect changes in the City's cost of operations, as reflected by fluctuations in the Consumer Price Index, as published by the United States, Bureau of Labor Statistics. The statistics utilized shall be for a one year period and shall be the end adjusted figures for the month of March as published in April of each year. The fee modification date shall be October I of each year. Every year the fees shall be increased or decreased for the coming year in a percentage amount equal to eighty-five percent (85%) of the net percentage of change of the Consumer Price Index for the prior one year period. The percent of change in the Consumer Price Index shall be computed as follows: The Consumer Price Index for the month of March for both the current year and the prior year shall be detennined from the April statistics compiled by the United States Bureau of Labor Statistics. The difference between the two Consumer Price Index figures should be determined by substracting the earlier month figure from the more recent month figure. The difference shall be divided by the earlier month figure to determine the percent of change. SOLID WASTE DISPOSAL AGREEMENT PAGES ---PAGE BREAK--- The percentage rate to adjust the existing fees shall be calculated as follows: (percent of change of the Consumer Price Index)(.85) =X (current fee)( I. 00 + X) = new rate 2. City's Request. a. The City shall have the right to petition Deary 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 City resulting in increased operating costs to City, (as proven by full documentation of such increased operating costs as requested by Deary). 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. Deary 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. Deary understands that the cost of City's operations and services to be provided hereunder are subject to certain agreements, ie. a Franchise Agreement and Hauling and Disposal Agreement. Deary has had the opportunity to review and analyze such agreements. City shall have the right to petition for a fee adjustment from Deary, and Deary shall be obligated to grant such fee adjustment, when such adjustment is made by City in response to a fee adjustment required by City'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. Deary shall respond to such requests within thirty (30) days. All fee adjustments made pursuant to this section 11 .B.2.b. shall be limited to Deary's pro-rata share of the actual fee adjusttnent(s) required of City. 3. Deary's Request. Deary may petition City 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 Deary 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, City shall notify Deary 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 City to consent to such change in the nature of level of service. In the event City does not agree with Deary's fee adjustment, it shall also provide Deary with copies of all documentation, analysis or audit, on which City relies. If City agrees with the fee adjustment, such adjustment will become effective upon Deary giving written notice to City to implement the change in the level or nature of service. In the event that Deary does not implement such changes in the nature or level of service ( afrer City has agreed to such changes), Deary shall reimburse City for its costs, plus actual reasonable administrative charges not to exceed fifteen percent (15%) of such costs, incurred in responding to Deary'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, City shall provide the solid waste disposal services set forth herein to Deary during the term of this Agreement. SOLID WASTE DISPOSAL AGREEMENT PAGE9 ---PAGE BREAK--- 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 select the arbitrator. All designations of arbitrator or designee shall occur within ten (10) days of notice of dispute being delivered by one party to the other, and designees shall select the arbitrator within ten (10) 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, Deary may order reasonable delivery of services and Deary shall pay the verifiable costs of such services, plus actual reasonable administrative charges not to exceed fifteen percent ( 15%) of such costs. C. Payment City shall be responsible for billing Deary for the services set forth herein. Deary shall remit payment to City by the 20th day of each month following receipt of City's billing. In the event that Deary fails to remit payment to City by the 20th day of each month for such billing, Deary shall pay to City, 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 Deary fails to remit payment to City within 14 days from the due date, City may, in its discretion, without penalty or determination that the City 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 City's Designated Waste Processing Facility or Recycling Center, shall pass to City when so accepted. Title to Hazardous Wastes, potentially harmful wastes, Infectious Wastes or other Unacceptable Waste shall not vest with City, but shall remain in the Producer. Deary further agrees that it shall have the responsibility to identify the Producer of such wastes. 13. WAIVER The failure of Deary or City 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 Deary or City may have regarding that specific instance, and shall not be deemed a waiver of any SOLID WASTE DISPOSAL AGREEMENT PAGE lO ---PAGE BREAK--- 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. 14. ADHERENCE TO LAWS City and Deary shall at all times comply with and adhere to applicable laws governing the performance of Įhe servicįs described herein. Non-compliance with applicable statutes, rules and regulatiOns by Ctty or Deary shall act as a breach of this Agreement and shall subject the non-complying party to liability therefore. City and Deary shall report violations of such laws as soon as practicable. 15. RECORDS AND INSPECTION A. Records City 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 City 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 determining 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. City shall make all documents relating to the performance of work hereunder, including scale records, available to Deary 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 City shall provide Deary, 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 Deary'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 City incurred in providing such information shall be borne by Deary. 3. Should Deary desire that records be maintained other than as provided above, Deary may petition City to cause such records to be maintained, andCity, in its sole discretion, may cause such records to be maintained, provided that the cost of maintaining such records shall be borne by Deary. SOLID WASTE DISPOSAL AGREEMENT PAGE I I ---PAGE BREAK--- B. Inspection Deary reserves the right to conduct on-site inspections of City'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 City's cost of operations as a result of accommodating such inspections shall be borne by Deary. City shall furnish Deary with all requested information relating to such work, provided the costs of providing such information shall be borne by Deary. 16. JURISDICTION AND VENUE This Agreement shall be governed by and construed in accordance with the laws of the State ofldaho, 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 City 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, City shall give notice to Deary (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 10 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/INDEMNIFICATION A. City will indemnifY, save harmless, and exempt Deary, 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 City, its officers, agents and employees; provided however, that City 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 Deary, its officers, agents, franchisees, servants and employees. B. Deary will indemnifY, save harmless, and exempt City, 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 Deary pursuant to Deary's performance of this Agreement arising out of a willful or negligent act or omission of Deary, its officers, agents and employees; provided however, that Deary shall not be liable for any suits, actions, legal proceedings, claims, demands, damages, costs, SOLID WASTE DISPOSAL AGREEMENT PAGE 12 ---PAGE BREAK--- expenses and attorneys' fees arising out of a willful or negligent act or omission of City, its officers, agents, franchisees, servants and employees. 20. TERM Thiİ Agreement shall be for a term of ten (10) years commencing on October I, 2003 and endmg September 30, 2013. 21. WASTE FLOW/FLOW CONTROL Deary 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 Deary to be delivered to the Designated Waste Processing Facility. 22. RESOLUTION OF DISPUTES Any dispute arising as to the terms of this Agreement, excepting the compensation to be paid toCity, as referenced in section 11., 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. Deary shall be represented by its Mayor (and any other representatives it desires to have present}, and City 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. SOLID WASTE DISPOSAL AGREEMENT PAGE 13 ---PAGE BREAK--- 23. 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. 24. 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 25. PRIOR AGREEMENTS This Agreement supersedes any and all prior agreements between the parties for solid waste disposal services. SOLID WASTE DISPOSAL AGREEMENT PAGE 14 ---PAGE BREAK--- Moscow, by and through its Mayor, and Deary, by and through its Mayor have duly executed this agreement in duplicate originals, to be effective on the 1st day of October 2003, notwithstanding the date executed by the parties hereto. ATTEST: CITY OF MOSCOW, IDAHO: ATTEST: swiill94a SOLID WASTE DISPOSAL AGREEMENT PAGE 15 ---PAGE BREAK--- EXHIBIT A SCHEDULE OF REIMBURSEMENT The City of Deary (DEARY) agrees to pay the City of Moscow (MOSCOW) the amounts shown herein for Solid Waste Disposal and Program Services Performed pursuant to this agreement. 1. Base Rate, Municipal Solid Waste Disposal: DEARY shall pay MOSCOW the amount of fifty-seven dollars and sixty-five cents ($57.65) per ton of Transport Waste delivered to the Waste Processing Facility by DEARY's collection Franchisee or other person or entity authorized by DEARY. 2. Base Rate, Non-Municipal Solid Waste Disposal: DEARY shall pay MOSCOW the amount of twenty-five dollars and fifty cents ($25.50) per ton of Inert/Demolition Waste delivered to the Waste Processing Facility by DEARY's collection Franchisee or other person or entity authorized by DEARY. 3. Base Rate, Compostable Materials: DEARY shall pay MOSCOW the amount of zero dollars and zero cents ($0.00) per ton of Compostable Waste delivered to the Waste Processing Facility by DEARY's collection Franchisee or other person or entity authorized by DEARY. 4. Base Rate, Recyclable Materials: DEARY shall pay MOSCOW the amount of zero dollars and zero cents ($0.00) per ton of Recyclable Materials delivered to the City of Moscow Recycling Facility by DEARY's collection Franchisee or other person or entity authorized by DEARY. 5. Tire Disposal: DEARY shall pay MOSCOW the amount of eighty-one dollars and sixty cents ($81.60) per ton for tires delivered to the Waste Processing Facility. An additional charge of two dollars ($2.00) shall be assessed for tires with rims. 6. Program Cost Rates: DEARY shall pay MOSCOW the amount of one dollar ($1.00) per month per billed DEARY Collection Unit, for a minimum of 218 units. This rate shall pay for unlimited access by individual DEARY residents to the City of Moscow Recycling Facility, Household Hazardous Waste Collection Program, Solid Waste Education, Individual access for direct delivery to the Solid Waste Processing Facility, provided however, that individual access to the Solid Waste Processing Facility shall be limited to 100 pounds of Municipal Solid Waste and/or 1000 pounds of Non-MSW per day, per DEARY resident, and that any amount of solid waste in excess of the above amounts shall be billed directly to the resident, at the rates of $.0288 per pound of Municipal Solid Waste or $.0128 per pound of Non-MSW. M:'·AdministratiomBin'·Solid Waste Docmnents+Y2005'·DearyJ:xhibit A-Schedule ofReimbursemo:ntDOC EXHIBIT A TO SOLID WASTE DISPOSAL AGREEMENT SCHEDULE OF REIMBURSEMENT Page I ---PAGE BREAK--- EXHIBIT A SCHEDULE OF REIMBURSEMENT Deary at,>rees to pay the City the amounts shown herein for Solid Waste Disposal and Program Services Performed pursuant to this agreement. I. Base Rate, Municipal Solid Waste Disposal: Deary shall pay the City the amount of fifty-six dollars and fifty cents ($56.50) per ton of Transport Waste delivered to the Waste Processing Facility by Deary's collection Franchisee or other person or entity authorized by Deary. 2. Base Rate, Non-Municipal Solid Waste Disposal: Deary shall pay the City the amount of twenty-five dollars and zero cents ($25.00) per ton oflnert!Demolition Waste delivered to the Waste Processing Facility by Deary's collection Franchisee or other person or entity authorized by Deary. 3. Base Rate, Compostable Materials: Deary shall pay the City the amount of zero dollars and zero cents($0.00) per ton of Compostable Waste delivered to the Waste Processing Facility by Deary's collection Franchisee or other person or entity authorized by the Deary. 4. Base Rate, Recyclable Materials: Deary shall pay the City the amount of zero dollars and zero cents ($0.00) per ton of Recyclable Materials delivered to the City Recycling Facility by Deary's collection Franchisee or other person or entity authorized by Deary. 5. Tire Disposal: Deary shall pay the City the amount of eighty dollars ($80.00) per ton for tires. An additional charge of two dollars ($2.00) shall be assessed for tires with nms. 6. Program Cost Rates: Deary shall pay the City the amount of one dollar ($1.00) per month per billed Deary Collection Unit. This rate shall pay for unlimited access by individual Deary residents to the City Recycling Facility, Household Hazardous Waste Collection Program, Solid Waste Education, Individual access for direct delivery to the Solid Waste Processing Facility, provided however, that individual access to the Solid Waste Processing Facility shall be limited to 100 pounds of Municipal Solid Waste and/or 500 pounds of Non-MSW per day, per Deary resident, and that any amount of solid waste in excess of the above amounts shall be billed directly to the resident, at the rates of$.02825 per pound of Municipal Solid Waste or $.0125 per pound of Non-MSW. agrcemnt\ExhibitA\sr EXHIBIT A TO SOLID WASTE DISPOSAL AGREEMENT SCHEDULE OF REIMBURSEMENT Page I THIS COPY SUPERCEDED BY THE FY2005 EXHIBIT A