HomeMy WebLinkAboutCOA and The City of Pacific CITY OF PACIFIC
Office of City Clerk/Personnel Manager
100 3rd Avenue SE, Pacific, WA 98047
PACIFIC-
(253)
ACI F 1G
(253) 929-1105
(253) 939-6026 Fax
October 8, 2020
City of Auburn
Attn: Shawn Campell
25 W. Main Street
Auburn,WA 98001
RE: Items for Signature
Ms. Campell,
Enclosed,you will find two copies of the Contract between the City of Pacific and the City of
Auburn for Decant Facilities Usage.
Please sign and return one at your earliest convenience.
Regards,
/J; .
Nicole Schunke
Administrative Assistant
City of Pacific
CONTRACT FOR SERVICES
BETWEEN THE CITY OF PACIFIC
AND THE CITY OF AUBURN
FOR DECANT FACILITIES USAGE
THIS AGREEMENT is made and executed by and between the City of Pacific, a
Washington municipal corporation, hereafter designated as "Pacific," and the City of
Auburn, a Washington municipal corporation, hereafter designated as "Auburn."
WHEREAS, Pacific has inadequate facilities to properly handle the Waste Materials
produced as a result of their Public Works street sweeping and Vactor maintenance
activities; and
WHEREAS, Auburn has sufficient capacity at their decant facility to handle the Pacific
Waste Materials.
NOW, THEREFORE, for the consideration stated in this Agreement, Pacific and Auburn
do agree as follows:
1. PURPOSE
The purpose of this Agreement is to provide for proper handling, processing and disposal
of Street Sweeper and Vactor truck materials, herein referred to as "Waste Materials"
generated by Pacific.
2. RESPONSIBILITIES
The City of Pacific shall deliver Waste Materials to the decant area of the City of Auburn
Maintenance & Operations facility (hereafter, the "Facility"), currently located at 1305 C
Street SW during the hours of 7:00 am and 3:00 pm, Monday through Friday. The
unloading of the Waste Materials by Pacific at the Facility is to be done under the
supervision of an Auburn employee at the Facility. Pacific will only send operators to use
the decant facility that have been properly trained by Auburn on the safe and efficient
use of the facility and dumping of Waste Materials.
If conditions at the Facility require limiting or restricting Pacific from delivering waste
materials, such as when the Facility is down for maintenance or the storage area is full,
Auburn reserves the right to request Pacific to retain its Waste Materials until such time
as the conditions at the Facility allow Auburn to accept the Waste Materials again. Auburn
will give Pacific as much advance notice of these conditions as is practicable. Auburn
further reserves the right to reject any individual shipment of Waste Materials, such as
material from a fuel spill or other products that may exceed Auburn's allowable discharge
permit.
CONTRACT FOR DECANT FACILITIES USAGE
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Auburn agrees to provide for the dewatering and the disposal of the Waste Materials in
compliance with all local, state, and federal permits pertaining to the dewatering and
disposal of such Waste Materials.
3. VOLUME
Subject to the provisions of Paragraph 2, above, Auburn shall accept Waste Materials
from Pacific in the following volumes: not to exceed 50 tons per month or a total of 300
tons per year as measured at Auburn's truck scale. Auburn may accept Waste Material
from Pacific that exceeds these volumes upon the review of a written request from Pacific.
All such requests shall be made to Auburn's Assistant Director of Public Works Services
thirty (30) days in advance of proposed delivery of such additional Waste Materials.
4. COST FOR SERVICES
Subject to the Reopener provisions of Paragraph 7, below, Pacific shall pay Auburn
$100.00 per month base fee for administration costs and $78.00 per ton of Waste
Materials for processing, testing and disposal fee (measured as scale weight). Auburn will
bill Pacific on a quarterly basis.
5. DECANT FACILITY IMPROVEMENTS
Pacific recognizes that the capacity of Auburn's Facility is limited and that additional
capacity will need to be provided, as both Cities waste disposal needs continue to grow,
in order to provide long-term service to Pacific.
6. TERM AND TERMINATION
This Agreement shall be in effect from October 1, 2020 through December 31, 2023.
Either party may terminate this Agreement by giving the other party advance written
notice of 120 days.
7. REOPENER
Either party may request that any provision of this Agreement, including proposed
increases or decreases to the cost for services in Section 4, can be renegotiated by
submitting a written request with fourteen (14) days' advance notice. Any amendment
of this Agreement shall be in writing and shall be signed by both parties consistent with
Section 13 of this Agreement.
8. HOLD HARMLESS AND INDEMNIFICATION
a) Pacific shall indemnify and hold Auburn and its agents, employees, officers and/or
volunteers, harmless from and shall process and defend at its own expense any
and all claims, demands, suits, at law or equity, actions, penalties, losses, damages
CONTRACT FOR DECANT FACILITIES USAGE
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or costs, of whatsoever kind or nature, brought against Auburn arising out of, in
connection with, or incident to the execution of this Agreement and/or Pacific's
performance or failure to perform any aspect of this Agreement; provided,
however,that if such claims are caused by or result from the concurrent negligence
of Auburn, its agents, employees, officers and/or volunteers, this indemnity
provision shall be valid and enforceable only to the extent of the negligence of
Pacific; and provided further, that nothing herein shall require Pacific to hold
harmless or defend Auburn, its agents, employees officers and/or volunteers from
any claims arising from the sole negligence of Auburn, its agents, employees,
officers and/or volunteers. No liability shall attach to Auburn by reason of entering
into this Agreement except as expressly provided herein.
b) Should a court of competent jurisdiction determine that this Agreement is subject
to RCW 4.24.115, then, in the event of liability for damages arising out of bodily
injury to persons or damages to property caused by or resulting from the
concurrent negligence of the Auburn and Pacific, its officers, officials, employees,
and volunteers, each party's liability hereunder shall be only to the extent of that
party's negligence. It is further specifically and expressly understood that the
indemnification provided herein constitutes the Parties' waiver of immunity under
Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification.
This waiver has been mutually negotiated by the Parties. The provisions of this
section shall survive the expiration or termination of this Agreement.
C) Auburn shall have no liability for, and shall be held harmless from and against, all
claims, damages, liabilities and costs arising out of or relating to the presence,
discovery, or failure to discover, remove, address, remediate or cleanup
environmental or biological hazards resulting from pacific deliveries or otherwise
attributable to pacific, specifically including, but not limited to, mold, fungus,
hazardous waste, substances or materials.
d) Pacific shall have no liability for, and shall be held harmless from and against all
claims, damages, liabilities and costs arising out of or relating to the presence,
discovery or failure to discover, remove, address, remediate or cleanup
environmental or biological hazards attributable to auburn, specifically including,
but not limited to, mold, fungus, hazardous waste, substances or materials. In
addition, pacific shall have no liability for, and shall be held harmless from and
against all claims, damages, liabilities and costs arising out of auburn's failure to
properly dispose of such waste materials after delivery by pacific according to all
applicable law.
9. RESOLUTION OF DISPUTES AND GOVERNING LAW
a) Alternative Dispute Resolution If a dispute arises from or relates to this Agreement
or the breach thereof and if the dispute cannot be resolved through direct
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discussions, the parties agree to endeavor first to settle the dispute in an amicable
manner by mediation before resorting to other avenues of dispute resolution. The
mediator may be selected by agreement of the parties. Following mediation, or
upon written agreement of the parties to waive mediation, any unresolved
controversy or claim arising from or relating to this Agreement or breach thereof
shall be handled through litigation as described in subsection b) below. each party
shall bear the expense of its own counsel, experts, witnesses and preparation and
presentation of evidence.
b) Applicable Law and Jurisdiction This Agreement shall be governed by the laws of
the State of Washington. Although the agreed to and designated primary dispute
resolution method as set forth above, in the event any claim, dispute or action
arising from or relating to this Agreement cannot be settled through mediation,
then it shall be commenced exclusively in the King County Superior Court or the
United States District Court, Western District of Washington as appropriate. The
prevailing party in any such action before the courts shall be entitled to recover its
costs of suit and reasonable attorneys' fees.
10. WRITTEN NOTICE
All communications regarding this Agreement shall be sent to the parties at the addresses
listed on the signature page of the Agreement, unless notified to the contrary. Any
written notice hereunder shall become effective three (3) business days after the date of
mailing by registered or certified mail, and shall be deemed sufficiently given if sent to
the addressee at the address stated in this Agreement or such other address as may be
hereafter specified in writing. If written notice is provided by electronic mail (e-mail),
then such written notice shall become effective one (1) business day after it is successfully
sent.
11. NON-DISCRIMINATION
Parties shall not discriminate in any manner related to this Agreement on the basis of
race, color, national origin, sex, religion, age, marital status or disability in employment
or the provision of services.
12. INSURANCE
A) The Parties shall procure and maintain for the duration of the Agreement, insurance
against claims for injuries to persons or damage to property which may arise from or in
connection with the Waste Disposal described in this Agreement.
B) The Parties shall obtain and maintain, during the effective dates of this Agreement,
the following insurance coverage and limits (at a minimum):
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1. Automobile Liability insurance covering all owned, non-owned, hired and
leased vehicles. Coverage shall be written on Insurance Services Office
(ISO) form CA 00 01 or a substitute form providing equivalent liability
coverage. If necessary, the policy shall be endorsed to provide contractual
liability coverage. The Automobile Liability insurance shall include a
minimum combined single limit for bodily injury and property damage of
$1,000,000 per accident, and
2. Commercial General Liability insurance shall be written on ISO occurrence
form CG 00 01 or a substitute form providing equivalent liability coverage
and shall cover liability arising from premises, operations, independent
contractors and personal injury and advertising injury. The Commercial
General Liability insurance shall be written with limits no less than
$1,000,000 per occurrence with a $2,000,000 general aggregate. Coverage
shall include, but is not limited to, contractual liability, products and
completed operations, property damage, mold, pollution and employers
liability, and
3. Worker's Compensation coverage as required by the Industrial Insurance
laws of the State of Washington.
4. Employer's Liability insurance, as necessary, shall be written with limits of
each accident $1,000,000, Employer's Liability Disease each employee
$1,000,000, and Employer's Liability Disease-Policy limit $1,000,000.
C) Each party's insurance shall not be cancelled by either party, except after thirty (30)
days prior written notice by certified mail, return receipt requested, has been given to
the other party.
D) If any coverage is written on a "claims made" basis, then a minimum of three (3) year
extended reporting period shall be included with the claims made policy, and proof of this
extended reporting period shall be given to the other party.
E) Insurance, other than through an insurance pool, is to be placed with insurers with a
current A.M. Best rating of not less than A:VII.
13. Compliance with Law, Right of Inspection
The parties agrees to comply with all federal, state, and municipal laws, rules, and
regulations that are now effective or become applicable within the terms of this
Agreement to the activities described in this Agreement, and to all equipment, and
personnel engaged in operations covered by this Agreement or accruing out of the
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performance of such operations. Each party shall have the right to inspect the records
of the other party relating to this Agreement upon reasonable notice to the other party,
during working hours.
14. Non-Waiver of Breach
The failure of either party to insist upon strict performance of any of the covenants and
agreements contained herein, or to exercise any option herein conferred in one or more
instances, shall not be construed to be a waiver or relinquishment of said covenants,
agreements, or options and the same shall be and remain in full force and effect.
15. Assignment and Modification
Any assignment of this Agreement by either party without the prior written consent of
the other party shall be void.
No waiver, alteration, or modification of any of the provisions of this Agreement shall be
binding unless agreed to in writing and signed by a duly authorized representative of both
parties.
16. Entire Agreement
The written provisions and terms of this Agreement, together with any Exhibits attached
hereto shall supersede all prior verbal statements of any officer or other representative
of the City, and such statements shall not be effective or be construed as entering into
or forming a part of or altering in any manner whatsoever, this Agreement or the
Agreement documents. The entire agreement between the parties with respect to the
subject matter hereunder is contained in this Agreement and any Exhibits attached
hereto, which may or may not have been executed prior to the execution of this
Agreement. All of the above documents are hereby made a part of this Agreement and
form the Agreement document as fully as if the same were set forth herein. Should any
language in any of the Exhibits to this Agreement conflict with any language contained
in this Agreement, then this Agreement shall prevail.
17. Relationship of Parties
The parties intend that an independent contractor-client relationship will be created by
this Agreement. No agent, employee, or representative of Auburn shall be or shall be
deemed to be the employee, agent or representative of Pacific. No agent, employee or
representative of Pacific shall be or shall be deemed to be the employee, agent or
representative of Auburn. None of the benefits provided by Auburn or Pacific to its
respective employees including, but not limited to, compensation, insurance, and
unemployment insurance are available from Auburn or Pacific to the employees, agents
or representatives of the other City. Each City will be solely and entirely responsible for
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its acts and for the acts of its agents, employees and representatives during the
performance of this Agreement.
18. Severability
The provisions of this Agreement are declared to be severable. If any provision of this
Agreement is for any reasons held to be invalid or unconstitutional by a court of
competent jurisdiction, such invalidity or unconstitutionality shall not affect the validity or
constitutionality of any other provision.
DATED this o -11day of Sf I krA 2020.
CITY OF PACIFIC CITY OF AUBURN
440
L-anne Guier, ' • ar ancy :ack s, Mayor
100 3rd Avenue SE 25 W. .in ' treet
Pacific, WA 98047 Auburn, "8001
ATTEST: ATTEST:
Laurie Cassell, City Clerk Shawn Campbell, City Clerk
APPROVED AS TO FORM: APPROVED AS TO FORM:
Charlotte Archer, City Attorney Kendra Comeau, City Attorney
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R —
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its acts and for the acts of its agents, employees and representatives during the
performance of this Agreement.
18. Severability
The provisions of this Agreement are declared to be severable. If any provision of this
Agreement is for any reasons held to be invalid or unconstitutional by a court of
competent jurisdiction, such invalidity or unconstitutionality shall not affect the validity or
constitutionality of any other provision.
1�'1&i"-- 2020.
DATED this � �� � day of � ��fiT�:°
CITY OF PACIFIC CITY OF AUBURN
Le ne Guier Mayor Nancy Backus, Mayor
100 3rd Avenue SE 25 W. Main Street
Pacific, WA 98047 Auburn, WA 98001
ATTEST: ATTEST:
Laurie Cassell, City Clerk Shawn Campbell, City Clerk
APPROV. ' AS TO FORM: APPROVED AS TO FORM:
Charlotte Archer, City Attorney Kendra Comeau, City Attorney
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