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HomeMy Public PortalAbout2013.07.01 Lakeshore Disposal Exclusive Agreement for Collection and Disposal of Solid WasteEXCLUSIVE AGREEMENT FOR COLLECTION AND DISPOSAL OF SOLID WASTE THIS EXCLUSIVE AGREEMENT FOR COLLECTION AND DISPOSAL OF SOLID WASTE (this "Agreement") is made and entered into effective as of July 1, 2013, by and between LAKESHORE DISPOSAL, INC., an Idaho corporation, with an office at 200 Industrial Loop, P.O. Box 2350, McCall, Idaho 83638, (hereinafter called "Contractor"), and CITY OF MCCALL, IDAHO, a municipal corporation of the County of Valley, State of Idaho, with an office at 216 East Park Street, McCall, Idaho 83638 (hereinafter called "City"). WITNESSETH WHEREAS, Pursuant to Idaho Code Title 50, Chapter 3, and McCall City Code Title 5, Chapter 8, the City is charged by law with the duty to provide for the preservation and protection of the health and welfare of its inhabitants, and has the power and authority to regulate, control and provide for Solid Waste disposal; WHEREAS, City is authorized by law to enter into an exclusive contract to provide Solid Waste collection within the City of McCall, Idaho; WHEREAS, the City of McCall City Council (hereinafter called the "Council") find it to be in the best interests of the inhabitants of City to enter into an exclusive contract for the collection and transportation of Solid Waste, to a disposal site(s) designated by City, for reasons which include but are not limited to the Council's interest in providing a consistent, safe, and reliable level of service to all City inhabitants, with the least exposure to City and its inhabitants to the risks associated with said collection and transportation; WHEREAS, Contractor has demonstrated its ability to provide such type and level of service on a City-wide basis, by means of its performance pursuant to the terms of Contractor's existing agreements; AGREEMENT NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained on the part of each party to be kept and performed, and of the mutual benefits accruing to each party hereto, it is hereby agreed by and between the parties as follows: 1. DEFINITIONS For the purpose of this Agreement, the following terms, phrases and words shall have the meanings given in this section. When not inconsistent with the context, words used in the present tense include the future, words in the plural number include the singular, and words in the singular number include the plural. The word "shall" is always mandatory and not merely directory. ASHES: The residue from the burning of wood, coal, coke or other combustible materials. Page 1 of 19 Exclusive Agreement For Collection and Disposal of Solid Waste April 2013 BULKY WASTE: Any single object of Solid Waste exceeding four feet (4') in length and forty (40) pounds in weight including, but not limited to, stoves, refrigerators, water tanks, washing machines, furniture and other waste materials, other than Construction Debris, dead animals, hazardous materials or Stable Matter, with weights or volumes greater than those allowed for cans or carts. CONSTRUCTION DEBRIS: Waste building materials resulting from a construction, remodeling, repair or demolition operation, such as, but not limited to, mortar, plaster, scrap lumber and wood shavings, with weights or volumes greater than those allowed for cans or carts. CUSTOMER: Owner or manager of a business or manager of a multifamily residential complex (Commercial Customer); owner or lessee of a residential property (Residential Customer) who has contracted with Contractor for Solid Waste collection, transportation and disposal. GARBAGE: Means and includes all animal and vegetable refuse from kitchens and other places where food is prepared, all offal from fish, meat and vegetable markets, and all organic substances unfit for food and subject to decay, specifically excluding dead animals. HAZARDOUS MATERIALS: Any chemical, compound, mixture, substance or article which is designated by the United States Environmental Protection Agency or appropriate agency of the state to be "hazardous" as that term is defined by or pursuant to federal or state law. EXCLUDED WASTE: Except as otherwise provided for in this McCall City Code, or this Agreement, Excluded Waste means and includes Bulky Waste, dirt or earth debris from construction or lawn renovation, rocks, stones, automobile bodies and parts, dead animals or animal carcasses, Stable Matter, and Wastewater (sewage) and Recyclable Materials specifically segregated from other Solid Waste for Collection. The City does not require Contractor to collect or transport Hazardous Materials; however, the City is not responsible for determining when Customers have left Hazardous Materials for collection or transportation. RECYCLABLE MATERIALS: Newsprint, magazines, plastic containers, aluminum or other metal cans, cardboard or other materials capable of being reprocessed into consumer materials, or reused, and which have been segregated from other Solid Waste for collection. REFUSE: All putrescible and nonputrescible solid or liquid wastes, except wastewater, whether combustible or noncombustible, and whether required to be segregated pursuant to the Solid Waste disposal regulations of the county's designated landfill, including garbage and rubbish. RUBBISH: Means and includes all waste and refuse such as newspapers, magazines, wrappings and other paper products, packing cases and materials such as straw, shavings, excelsior, sawdust, and discarded clothing, metals, food containers, bottles, broken glass, ashes, lawn and tree trimmings, cuttings, weeds and leaves from a residential property. SOLID WASTE: Means and includes all useless, unwanted or discarded putrescible and nonputrescible wastes which is not Excluded Waste as defined herein, unless such Excluded Waste collection, transportation and disposal is requested by a Customer and specifically accepted by Contractor. "Solid Waste" includes, but is not limited to, Garbage, Refuse, Rubbish, Ashes, Construction Debris, shrubs, grass and lawn clippings, weeds, leaves, street cleanings, and other residential, commercial, industrial and agricultural wastes. "Solid Waste", as defined in this section, excludes hazardous materials and Recyclable Materials specifically segregated from other Solid Waste for Collection. Page 2of19 Exclusive Agreement For Collection and Disposal of Solid Waste April 2013 STABLE MATTER: All manure and other waste matter normally accumulated in or about a stable, or any animal, livestock or poultry enclosure, and resulting from the keeping of animals, poultry or livestock. WASTEWATER: Water carried wastes from residences, commercial or industrial establishments, business buildings and other premises, containing polluted matter subject to treatment at the wastewater treatment plant. 2. GRANT OF EXCLUSIVE CONTRACT AND TERM. A. City hereby grants Contractor an exclusive contract for residential and commercial Solid Waste collection, transportation and disposal in all areas of the City of McCall, State of Idaho, for ten (10) years, beginning July 1, 2013, and continuing through June 30, 2023 (the "Initial Term"). This Agreement shall automatically renew for successive one (1) year terms (each a "Renewal Term" and together with the Initial Term, the "Term") thereafter unless either party gives written notice of termination by U.S. certified or registered mail, postage pre- paid and return receipt requested, to the other party at least sixty (60) days prior to the expiration of the Initial Term or any Renewal Term. Any such notice shall be sent to the other party's address set forth on the first page of this Agreement, or any change of address communicated in writing by the other party during the term of this Agreement. A Renewal Term shall become effective (thereby extending the then -current term) upon either party's failure to give notice of termination within the time period set forth above. B. City may, in its sole discretion, enforce the exclusivity provisions of this Agreement against third -party violators, taking into account the cost of doing so and other factors. Contractor may independently enforce the exclusivity provisions of this Agreement against third -party violators, including, but not limited to, seeking injunctive relief and/or damages, and City shall use good -faith efforts to cooperate in such enforcement actions brought by Contractor. City shall use its best efforts to adopt ordinances, rules or regulations that have the effect of requiring third parties, including, without limitation, Customers, to comply with the provisions of this Agreement, including, without limitation, the exclusive service rights granted to Contractor pursuant to this Agreement. C. The exclusive privilege granted by Section 2. A. of this Agreement shall not apply to collection, transportation and disposal of Excluded Waste, or where person handles, hauls, or transports Solid Waste or Recyclable Materials generated by or from his/her own residence, business or business operations for purposes of disposing of same at an authorized disposal area or transfer station. D. This Agreement is not intended to, and does not affect or limit the right of any person to sell any Recyclable Material to any person lawfully engaged in business, or to donate Recyclable Material to any bona fide charity. Page 3 of 19 Exclusive Agreement For Collection and Disposal of Solid Waste April 2013 3. CITY'S RIGHTS. A. City reserves the right to require the separation of garbage, rubbish, Recyclable Material, or other components of Solid Waste, require the deposit thereof in separate containers, and prescribe the method of disposal thereof. City also reserves the right to issue further regulations for the placement and processing of Recyclable Materials. Contractor shall cooperate at all times with efforts to promote recycling of products in the separation, transportation, and deposit of Recyclable Materials. Any extra labor or equipment required to handle Recyclable Materials, over and above the services and equipment required for Contractor's performance of the Solid Waste collection services contemplated by this Agreement, may be subject to a separate Agreement between City and Contractor. B. City reserves the right to initiate a franchise agreement with Contractor at anytime during the term of the contract. Any franchise fees would be passed on the Customer at the time of the franchise agreement adopted by the Council. 4. CONTRACTOR'S RESPONSIBILITIES. A. Contractor shall collect and transport all Solid Waste generated in the City of McCall, Idaho and set out for collection in Contractor supplied bear -proof waste containers as provided for in this Agreement, in accordance with all applicable laws, regulations and ordinances and future amendments thereto or amendatory acts hereinafter passed, it being understood that this Agreement is subject to the police power of City to amend said ordinances and/or pass additional ordinances as may be necessary for the preservation and protection of the health, safety and welfare of its residents. B. The waste materials to be collected and transported by Contractor pursuant to this Agreement consist of all Solid Waste generated within the corporate limits of the City of McCall; provided, however, that this specifically excludes materials placed by the City, residents and businesses within the City of McCall in Contractor's equipment or place for collection which are Excluded Waste. C. Contractor is not required to collect Solid Waste which is not located within an approved container with the exception of bags of yard debris, such as lawn clippings, pine needles, cones, or shrub trimmings. Contractor is not required to collect tree trunks, large limbs, and similar heavy objects that may be located outside of receptacles unless such items are cut or knocked down to sizes not exceeding four feet (4') in length and forty (40) pounds in weight. Prior to collection, brush and tree trimmings must be cut into lengths as described herein, and placed in piles and so covered as to prevent the same from blowing and being scattered about. D. Contractor shall furnish all labor, tools, vehicles, and equipment necessary for performing its obligations as set forth in this Agreement and shall maintain its machinery and equipment used in providing services in good operating condition and repair. New or used equipment and vehicles shall be specifically suited for the Services described herein. The equipment and maintenance thereof will be to a standard such that the proper service will be consistently performed on a timely basis according to a schedule approved by the City. Page 4 of 19 Exclusive Agreement For Collection and Disposal of Solid Waste April 2013 E. Contractor shall be required to maintain within McCall City Limits an office provided with telephone and customer service representatives as may be necessary to receive and respond to Customer complaints, orders for special service, billing, and collection of accounts. Contractor shall keep such office open for business during regular business hours 8:00 a.m. to 5:00 p.m. Monday through Friday, but may be closed for recognized state holidays. Contractor shall further provide an answering service or recording devices for phone calls during other than normal business hours and shall establish and maintain a system for following up and checking on all complaints or requests made to Contractor. In the performance of its obligations, Contractor shall provide experienced, trained competent supervisory management staff and policies which are satisfactory to the City. Further, Contractor's customer service and responses to Customer complaints are subject to review by the City, and shall be conducted in a manner that is satisfactory to the City. F. Contractor shall maintain adequate collection equipment required to perform under this agreement, with each vehicle properly licensed and available for use in the ordinary course of business. The exterior of each vehicle shall be painted with a recognizable pattern common all such vehicles and maintained in a reasonably clean and neat appearance, with Contractor's name and telephone number prominently displayed. G. Contractor shall annually provide City with a certification of inspection of Contractor's collection vehicles and such vehicles' compliance with the standards set forth in section 396.17 of the Code of Federal Regulations and appendix G of the Code of Federal Regulations, as such standards may be amended. In addition, Contractor's collection vehicles shall be operated in full compliance with applicable Federal, State and Local laws, rules, ordinances, and regulations. Vehicles shall be regularly washed or as otherwise maintained as reasonably required by the City. H. Contractor's employees engaged in waste collection services shall use regular walks for pedestrians while on private property and not cross over property to neighbors' premises, or meddle or interfere with Customers' personal property. I. Contractor shall provide operating and safety training for those of its employees engaged in performing services hereunder at a standard recognized as "acceptable" in the waste management industry. Contractor shall also adopt and enforce a drug and alcohol abuse policy and screening program in accordance with applicable guidelines, laws and regulations consistent with industry standards which policies must be acceptable to the City. J. Special arrangements and accommodations for waste collection at no additional charge will be made possible for physically disabled persons who live alone and have qualified for such special arrangements. For purposes of this Agreement, a physically disabled person is one who cannot transport their waste in containers to the point of collection by Contractor and has such condition verified in writing by a physician. These arrangements are part of Contractor's public service program. Contractor may only deny special arrangements under this section to a qualifying individual upon making a showing which is satisfactory to the City that such special arrangement would be unduly burdensome or costly to Contractor. Information about Contractor's special arrangements shall be made publicly available. Page 5 of 19 Exclusive Agreement For Collection and Disposal of Solid Waste April 2013 K. Contractor shall collect Solid Waste from the all City owned facilities. Such services shall be governed by the same terms and conditions as otherwise included in this Agreement. Contractor and the City shall mutually agree on the nature of such services, including frequency of collection and equipment. Contractor shall provide these services at no cost to City. L. At least once every six (6) months, Contractor shall supply the City with printed information regarding amounts of Solid Waste which have been collected, complaint procedures, a summary of complaints received, vehicle maintenance, rates, regulations, and days of collection. 5. INSURANCE REQUIREMENTS A. Contractor shall not commence work under this Agreement until it obtains all insurance required under this Agreement and furnishes a certificate or other form showing proof of current coverage to City. All insurance policies and certifications must be signed copies by insurers authorized to do business in the State of Idaho. B. Contractor shall obtain and keep in force during the Term, general liability, and automobile liability insurance with policy limits of not less than Five Million Dollars ($5,000,000) per occurrence for bodily injury and Five Million Dollars ($5,000,000) per occurrence for property damage liability, with a total annual policy limit of not less than Five Million Dollars ($5,000,000). Such liability coverage must not contain any exclusion for sudden and accidental pollution (whether denominated as such or described otherwise) of, or discharge of materials into, the environment, resulting from the collision or overturn of vehicles. Each such policy shall contain a statement of the insurer's obligation to notify City prior to cancellation of any policy, in accordance with the provisions of such policies. City shall be named an additional insured in all such policies. Contractor shall require the subcontractor (if any), similarly, to provide Workers Compensation Insurance for all of the subcontractor's employees, unless such employees are covered by the protection afforded by Contractor. In case any class of employees engaged in work under this Agreement is not protected under Workmen's Compensation statutes, Contractor shall provide and shall cause such subcontractor to provide compensation insurance in an amount equal to that provided by the Workmen's Compensation statute for the protection of his/her employees not otherwise protected. C. Contractor's insurance coverage shall recognize the indemnity specified in Section 6 of this Agreement. D. Contractor will be required, before commencement of the work, to obtain and provide proof of having obtained all state, interstate, county, and City licenses and permits necessary to perform Contractor's duties. E. In the event that Contractor enters into other agreements with City for other related services, which agreement(s) require insurance, Contractor shall be entitled to satisfy all said insurance requirements with one policy; provided, however, that its coverage and limits satisfy the requirements of the agreements. Policy limits in such case shall be in the amount specified by the agreement that requires the highest limits. Page 6of19 Exclusive Agreement For Collection and Disposal of Solid Waste April 2013 6. RESPONSIBILITY FOR SOLID WASTE/INDEMNIFICATION. Title and ownership to all Solid Waste shall pass to Contractor upon its being loaded onto Contractor's collection vehicle. Contractor hereby agrees to indemnify and hold City harmless from and against any and all loss, cost, damage, suit, liability, claim, settlement cost and expense (including, but not limited to, reasonable investigation and legal expenses), as incurred, resulting from any claim for loss or damage to property, including Contractor's or City's employees, to the extent that such loss results from Contractor's performance or failure to perform under this Agreement, including, but not limited to, damages caused by sudden pollution from vehicle collision or overturn and shall, at its option, defend City at Contractor's sole expense in any litigation involving the same; provided, however, that such indemnification and hold harmless obligation shall not apply to claims for loss, damage, injury or death to the extent caused by the negligence or willful acts or omissions of City or City's employees in the course of their employment. Title to and liability for any Excluded Waste shall remain with resident/generator of such Excluded Waste, even if Contractor inadvertently collects and disposes of such Excluded Waste. 7. ROUTES AND COLLECTION SERVICES. A. Contractor shall submit a plan to the City showing all collection routes within City; said plan shall include the day of collection for each route and shall show holidays observed and the collection service day when a holiday falls on a regular collection day. Contractor shall post in the McCall City Hall and in the Star News, at least once each year, a schedule showing the day of pick-up service for residential accounts and shall show holidays observed and collection days for such holidays. City will post the information on the City's website. The schedule shall not be materially changed without the approval of the Council, which approval shall not be unreasonably withheld, conditioned, or delayed. B. In the event that City annexes additional areas during the term of the contract, Contractor's rights and responsibilities under this agreement shall extend to any part of the newly annexed areas. Contractor shall hire additional personnel and obtain additional equipment to service new areas when required and necessary. C. Regular collections shall be made at the times so scheduled; provided, however, that no regular or other collection shall be made upon any Sunday excepting collections of Solid Waste which Contractor should have collected but failed to collect at a regularly scheduled time. D. Contractor may provide for the special collection from commercial and residential units of Bulky Waste, dirt or earth debris from construction or lawn renovation, trees and tree limbs, rocks, stones, automobile bodies and parts, dead animals or animal carcasses, Construction Debris, sewage and hazardous materials, if requested and paid for by the Customer. E. Contractor shall collect and remove from any and all premises, within twenty four (24) hours, and no later, after notice, demand, or request, any and all Solid Waste which Contractor shall have failed to collect and remove as required by these specifications at the regularly scheduled time. Page 7of19 Exclusive Agreement For Collection and Disposal of Solid Waste April 2013 F. Contractor shall make no collections in residential areas, or at schools, churches, shopping areas or commercial areas adjacent to residential areas, prior to six o'clock (6:00) A.M. or after nine o'clock (9:00) P.M. Collection in commercial, industrial and manufacturing areas shall be completed between the hours of five o'clock (5:00) A.M. and nine o'clock (9:00) P.M. The City Council shall have authority to change the time of collection as reasonably required by the needs of the public and Contractor. 8. CONTRACTOR'S COMPENSATION. A. All fees for Solid Waste collection for the residents of the City of McCall shall be charged according to the rate schedule as hereinafter set forth, in the attached Exhibit «A» B. In addition to any rate changes approved pursuant to Section 8.C., Contractor's rates for services described in Exhibit "A" may be adjusted annually upon approval of the Council, effective July 1st of each year during the Term commencing on July 1, 2013, equal to the annual average change (increase or decrease) of the Consumer Price Index — All Items — for the State of Idaho (the "CPI") during the most recent twelve (12) month period. Thus, if the CPI increased three percent (3%) from June 1, 2012, to May 31, 2013, then Contractor's rates in Exhibit "A" would be subject to a three percent (3%) increase effective as of July 1, 2014. Any CPI increase shall require Council approval, which approval shall not be unreasonably withheld, delayed or conditioned. In the event the CPI index is no longer published, the parties hereto shall confer in good faith to select an alternative index and shall confirm their agreement on a substitute index in writing. If the parties are unable to agree on a substitute index, either party may submit the selection of the substitute index to binding arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. All percentages shall be computed to the third decimal place and the change in Contractor's rates shall be calculated to the nearest cent ($.01). C. In addition to the adjustment contemplated in Section 8.B., the rates specified herein shall be reasonably adjusted upon a request from Contractor demonstrating that Contractor's direct cost of performing its obligations under this Agreement have increased (e.g., cost of fuel, insurance, labor, equipment, tipping fee, materials, changes in existing, or adoption of new, laws, rules or regulations, etc.). Only those costs resulting from normal increases in the cost of doing business and those costs beyond Contractor's control will be eligible for consideration. All rate adjustments shall become effective immediately upon approval by the Council whose approval, in either of the above cases, shall not be unreasonably withheld, delayed or conditioned. 9. BILLING AND COLLECTIONS. A. Contractor shall be responsible for billing and collection of all accounts. The billing may be for pre -payment in monthly, bimonthly, or tri-monthly cycles for residential Customers and monthly cycles for commercial Customers, each as determined by Contractor. It shall be Contractor's responsibility to collect all unpaid accounts for services performed and to promptly refund or make adjustments on future bills for services paid for but not performed. Contractor may suspend service at any time to any Customer who fails to make timely payment Page 8of19 Exclusive Agreement For Collection and Disposal of Solid Waste April 2013 of amounts owed for service. Contractor shall furnish to City's representative, if requested, a complete monthly billing record showing Customers name, address and amount billed and showing a summary of the total amount billed and the total of each type of service listed in Exhibit A. B. Rates and schedules shall be in accordance with Exhibit "A" and the approved plan as required in prior sections of this Agreement. The rates in Exhibit "A" shall provide for the collection of Solid Waste at the agreed upon location and schedule in one container of the size specified in Section 15, whether it is full or not. C. Contractor shall donate service for up to twelve (12) Residential Customers provided that such Customers qualify for hardship under the City's Utility Hardship Policy. Contractor may only deny donated service under this section if: a) Contractor is already donating twelve (12) Solid Waste disposal services under this section; or b) if Contractor can make a satisfactory showing to the City that providing such service would be unduly burdensome or costly to Contractor. D. From time to time, Contractor will likely receive requests for services that, because of peculiar requirements or circumstances, are outside the scope of the approved rates and schedule. In such case, Contractor and Customer shall negotiate the rate and schedule for the desired service. E. From time to time, Contractor may encounter multiple containers or Solid Waste on or around containers such that the total volume exceeds the maximum allowed per service. Contractor shall collect the additional volume and bill the Customer immediately for the additional service at the rates set forth in Exhibit A. In order to reduce the potential for litter and nuisance, Customers will be encouraged to call in advance for the additional service when needed. F. Contractor shall, at a minimum of once a year, participate in spring clean- up events as a part of Contractor's public service program by donating two thirty (30) yard containers. Said event will be coordinated with City and its representatives. This program may also include free or reduced rates to Customers or other incentives to be negotiated with City. G. Contractor shall provide curbside Christmas tree pickup during the first 2 weeks of January at no additional cost to City or Customers. H. Customer complaints regarding any aspect of the performance or lack of performance of Contractor under this Agreement may be referred by either party to the Council, or a representative designated by the Council, for determination of a fair and equitable adjustment or resolution which is binding upon all parties. I. The occupant of premises shall, for purposes of this Agreement, be deemed the owner of the waste that is generated on that premises for purposes herein. See Section 6 herein for further information about ownership of waste. The occupant shall also be the Customer when he requests service from Contractor whether he is owner, tenant, leaseholder, or otherwise a holder of the property. In certain situations, as in the case of home owner Page 9of19 Exclusive Agreement For Collection and Disposal of Solid Waste April 2013 associations, condominiums, townhouses, apartments, shopping centers or malls, where multiple occupants share in a common waste collection program and are represented by a designated agent to conduct business for their common good, then that agent shall be deemed the Customer and owner of the waste unless the actual generator can be identified. A building contractor shall be deemed the occupant of the property, and, therefore the owner of the waste that is generated until the occupancy permit is issued by the Building Department. 10. LIMITATIONS OF SERVICE. A. Contractor may refuse to pick up materials from locations where, because of the condition of the streets, alleys or roads, it is impracticable to operate vehicles. Contractor may refuse to drive onto private property when, in Contractor's sole judgment, driveways or roads are improperly maintained or without adequate turn coverage or contain other unsafe conditions. Contractor may refuse service when a Customer fails to comply with the Customer's Agreement requirements (including timely payment of properly invoiced amounts for services) or other applicable waste regulations. Contractor may refuse to enter on private property when, in Contractor's sole judgment, the weight of the collection vehicle may damage the driveway. B. Contractor may adjust its routes and schedule to be compatible with snowplow operations during the winter. When service is not provided on a particular day due to snow accumulations or other weather related events, Contractor will provide the service the next scheduled pickup day. This provision shall be included on the posted schedule. C. Contractor will not be required to pickup material at any Customer location while an animal feared to be dangerous or other dangerous condition exists. As a condition of receiving collection service, the Customer will be required to confine the animal on pickup days. D. Subject to the limitations found in Section 7(F) of this Agreement, Contractor does not warrant pickup at any particular hour. E. Accounts requiring return trips due to Customer's failure to timely set out his/her container or for reasons within the control of the Customer will be assessed a charge in addition to regular charges. F. Contractor shall have the right, until receipt of written notice revoking permission to pass is delivered to Contractor, to enter or drive on any private street, court, place, easement or other private property for the purpose of collecting or transporting Solid Waste pursuant to this Agreement. 11. OVERTIME PERIODS. When a Customer requests service on holidays, Sundays or other overtime periods, such service shall be subject to good -faith negotiation between Contractor and the Customer. For the purpose of this rule, holidays shall be City holidays. 12. EXCLUDED WASTE, LARGE ITEMS AND NON -HOUSEHOLD WASTE. Page 10 of 19 Exclusive Agreement For Collection and Disposal of Solid Waste April 2013 A. Notwithstanding any other term contained herein, Contractor shall have no obligation to collect any Solid Waste which is, or which Contractor reasonably believes to be, Excluded Waste. If Contractor finds what reasonably appears to be discarded Excluded Waste, Contractor shall notify the Customer/business/generator, if such can be determined, that Contractor may not lawfully collect such Excluded Waste and leave a tag specifying the nearest location available for appropriate disposal. B. City shall be contacted by Contractor when Contractor identifies waste to be collected at any Customer's location as Excluded Waste. C. Contractor shall not be required to collect waste building materials from construction, alteration, repair, moving or demolition of buildings or structures, nor Bulky Waste, such as but not limited to tree stumps, tree trunks, large limbs or logs, automobiles or trucks bodies, tires, couches, refrigerators, bulky appliances, carpets, water heaters, industrial or agricultural refuse, hot ashes, or dead animals. When such service is requested, rate(s) will be negotiated with the Customer prior to loading at Contractor's option. D. Contractor shall not be required to collect non -Solid Waste items on regular collection routes and/or co -mingle them with the Solid Waste in its collection vehicles. E. Contractor shall not be required to collect animal feces unless such feces are secured in a plastic or paper bag or sack, deposited in a Contractor provided refuse container, and such feces do not exceed forty (40) pounds. 13. COLLECTION. A. Contractor shall have the exclusive right to provide Solid Waste collection, transportation, and disposal services within the City of McCall, Idaho as contemplated herein. City shall use its best efforts to adopt ordinances, rules, or regulations that have the effect of requiring Customers to comply with the provisions of this Agreement. However, this Agreement shall not be construed nor does it require mandatory service for Customers within the City Limits of the City of McCall, Idaho. Furthermore, this Agreement does not require the City to pass an ordinance creating Mandatory Solid waste collection services for Customers within the City Limits of the City of McCall, Idaho. B. Contractor shall not litter any premises or public property in making collections of Solid Waste; however, if, in spite of normal precautions against spillage, litter is made on any premises or public property, Contractor shall immediately remove the same and clean up the area of spillage. Contractor's personnel shall make all collections in a quiet and orderly manner and shall refrain from making unnecessary disturbances and noise. Contractor shall make commercially reasonable efforts to utilize equipment available to minimize noise and shall incorporate noise control features in equipment used by collectors as may be reasonably directed by Council. C. The routes and schedule shall be shown on the approved plan in accordance with Section 7. The rates for Customers shall be charged according to the rate schedule in Exhibit A. Contractor shall offer the residents of City the following collection Page 11 of 19 Exclusive Agreement For Collection and Disposal of Solid Waste April 2013 frequency options: (i) once a week, (ii) once every other week, (iii) once a month, or (iv) on call service. For Customers who desire the "on call" service, the Customer is required to contact Contractor during normal business hours at a phone number provided to Customer by the Contractor to schedule a date for waste collection. Contractor shall work with each Customer to establish the frequency of collection. If a Customer desires to change the frequency of collection, the Customer must notify Contractor of such change and Contractor shall have two (2) weeks to implement the Customer's service change. If the Customer desires to suspend service for up to six (6) months, the Customer must notify Contractor of such request and Contractor shall have two (2) weeks to implement the Customer's service change. D. The established collection routes shall provide service to all locations within the City of McCall, Idaho. E. Contractor shall coordinate with the individual Customers and businesses of the City for collection of Construction Debris and the rates to be charged for such services. 14. FAILURE TO PERFORM. A. Except in the event of a Force Majeure Event, Contractor shall be in default of this Agreement in the event that Contractor fails to provide collection and pickup service for a period of two (2) consecutive days of established residential pickup schedules, or fails to operate in accordance with this Agreement for a period of two (2) consecutive weeks. In the event that Contractor fails to resume service and take all steps reasonably necessary to address the consequences to its Customers and City of the default, within thirty (30) days after receiving written notice of the default from City, then this Agreement may be terminated by City. B. A penalty of Five Hundred Dollars ($500.00) per day may be assessed against Contractor by City for proven failure to materially perform its obligations under this Agreement, and Contractor hereby consents to such a provision for damages upon a fair and equitable investigation and determination in a neutral forum. C. Should Contractor at any time, contend that City has breached any material provision of this Agreement; Contractor shall immediately notify City in writing of Contractor's contention. City shall have a reasonable time to cure any such alleged breach, which in all events shall not be more than thirty (30) days. If City fails to cure the breach within such time, Contractor may terminate this Agreement. D. In recognition that the public health, safety and welfare may be endangered by any failure of the Solid Waste collection, transportation and removal system, the City shall have the authority to declare a public emergency, provided collection and transportation shall be interrupted for more than ninety-six (96) hours, and shall have the right to enjoin Contractor by action of the City Council to refrain from further interruption, and to immediately resume continuing Solid Waste collection service which Contractor has agreed to provide. The City shall notify the Contractor and schedule a hearing at least twenty-four (24) hours prior to enjoining the Approved Waste Management Contractor as provided in this Section. Failure to comply with an injunction under this Section may result in City contracting Page 12 of 19 Exclusive Agreement For Collection and Disposal of Solid Waste April 2013 with third parties to collect and transport any and all Solid Waste, and that such waste collection and transportation may, at the City's discretion, occur in containers supplied or owned by contractor and leased to Customers until such time as City or the third party contractor can reasonably replace Contractor's containers. Furthermore, Approved Waste Management Contractor may not interfere in any way with Solid Waste collection by a third party under the Emergency Provision of this Section. Contractor likewise agrees to reimburse the City for all reasonable costs incurred in finding and Contracting with a third party to perform Solid Waste collection, transportation and disposal. 15. REFUSE CONTAINERS. A. Residential Customers: Contractor shall supply all bear -proof refuse containers required for residential service Customers. Contractor shall be required to supply three sizes of containers: a 32-gallon container or a 65-gallon container (to be provided to Customers who elect to have such size containers) or a 96-gallon container (which shall be the default -sized container). Contractor will also mark refuse containers to indicate the level and frequency of service requested. Additional containers may be requested by the Customer for an additional cost. A11 Customers shall be required to use the bear -proof refuse container provided by Contractor as their primary receptacle for setting out waste. If a Customer desires to have either a 32- or a 65-gallon container that Customer must provide Contractor with ten (10) days written notice of such request and Contractor will coordinate with such Customer the timing and logistics for the replacement of the 96-gallon container with either of the other sizes available. See Exhibit "A" for established fees. B. Commercial Customers: Bear -proof, sanitary containers for commercial accounts will be specifically suited for the intended use and selected from standardized products of recognized container suppliers. A11 containers will be owned and supplied by Contractor, and will be rented on the established rental fee in Exhibit A. Customers shall have the obligation to minimize odors, nuisances, rodents, fire hazards, dangers to the public, and damage to the container. Contractor may require a reasonable maintenance and damage agreement of Customers to whom containers or custom or special waste handling equipment are supplied. Said agreement form must be reviewed and approved by City before it takes effect. C. It shall be the duty of Customers at all times to keep, or cause to be kept, clean container(s) as defined above, and to deposit, or cause to be deposited therein, all Solid Waste generated on the property, except as otherwise provided herein. The occupant as owner of his/her waste, or the owner's agent shall have the further duty for the proper legal and timely disposal of the waste deposited therein. D. All containers shall be bear -proof and equipped with closefitting covers or otherwise closed to prevent the contents from being blown by wind or otherwise littered. E. Solid Waste or Recyclable Materials shall not be compacted in a container to the extent of obstructing free and easy removal from the container. Contractor shall not be responsible to remove frozen material from containers. City may require the placement of specified Recyclable Materials or otherwise regulated materials in separate containers so they can be managed properly without co -mingling with other Solid Waste. Page 13 of 19 Exclusive Agreement For Collection and Disposal of Solid Waste April 2013 F. All containers shall be placed for collection outside of buildings, and shall be placed in convenient places easily accessible by Contractor; if no alley is conveniently available, such receptacle may be temporarily placed on street parking or sidewalk for collection, at such places as agreed by Contractor and the Customer. G. At other than commercial and alley pickup, all containers shall be placed and removed from the curb line of maintained City streets and City roads. Other service shall be provided if requested and charged for such service. H. Contractor shall replace all containers upright where found, with lids on them unless specifically agreed to differently between Contractor and the Customer. Containers and lids shall not be placed or thrown on streets, alleys, highways, or on adjoining property. The area around the collection truck shall be left free from Solid Waste spilled during collection. Contractor shall be responsible for removal of such spillage, but shall not be responsible for cleaning up conditions created by the Customer and/or animals around such containers. I. If there is an animal which appears to be dangerous within the area, Contractor shall not be required to enter the area and the resident or owner shall be responsible for containment of such animal. Collection will be on the next regular collection day at no reduction of service fee. J. Each Customer shall provide safe access including snow removal to the Solid Waste containers without risk or hazard to Contractor's employees, the public or Contractor. Placement of containers during the winter months shall not interfere with snow removal of City streets or City roads. K. No container designed for mechanical pickup shall exceed the safe loading weights or volume as established by Contractor to protect service workers, the Customer, the public and the collection equipment. Contractor may establish maximum load lines for unusually heavy materials or prohibit the placement of such materials in a container. L. Where a Customer requires an unusual volume of service or a special type of service requiring substantial investment in equipment, Contractor may require a contract with such a Customer as necessary to finance and assure the amortization of such equipment. The purpose of this provision is to assure that such equipment shall not become a charge against other ratepayers who are not benefited (such as the handling of medical wastes from hospitals). M. Stationary compacting devices for Solid Wastes shall comply with federal and state safety standards and provide adequate protection to the user and Contractor. 16. ASSIGNMENT OF AGREEMENT. Contractor may sell, assign or sublet this Agreement, and/or the whole or any portion of the work to be performed under this Agreement so long as the purchaser, subcontractor or assignee has the capability to perform the services required hereunder in the same manner as Contractor; but any such transfer shall not relieve Contractor of its obligations under this Agreement. Assignment of this Agreement or any right occurring under it shall be made in whole or in part by Contractor Page 14 of 19 Exclusive Agreement For Collection and Disposal of Solid Waste April 2013 only with the express written consent of City, which shall not be unreasonably withheld. In the event of any assignment, the assignee shall assume all duties, responsibilities and liabilities of Contractor, and shall demonstrate compliance in all respects with the terms of this Agreement. Prior to any sale, assignment or subleasing of the Agreement, in whole or in part, Contractor shall give City not less than sixty (60) days advance written notice of its intent to do so, and supply thereafter such additional information regarding the purchaser, assignee, or sublessee as City requires in order to assure consistent and adequate service to its customers. 17. COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which shall have the full force and effect of any original for all purposes. 18. INTERPRETATION AND PERFORMANCE. This Agreement shall be governed by the laws of the State of Idaho, both as to interpretation and performance. 19. CERTIFIED MAIL. A letter addressed and sent by certified United States mail to either party at its business address shall be sufficient notice whenever required for any purpose of this Agreement. Any notice so mailed shall be deemed delivered the next mail service day following its deposit in the U.S. Mail. 20. HEIRS AND ASSIGNS. This Agreement shall be binding upon the heirs, administrators, executors, successors, or assigns of the parties hereto. 21. ATTORNEY FEES AND COSTS. In the event either party breaches this Agreement or a dispute arises between the parties hereto for interpretation or enforcement of this Agreement, the prevailing party shall be entitled to reasonable attorney fees and costs. 22. ENTIRE AGREEMENT. This Agreement, together with its attachments, constitutes the entire Agreement and understanding between the parties on the subjects addressed herein. This Agreement may only be amended by a written amendment, mutually agreed to and executed by both parties hereto. 23. SAVINGS CLAUSE. If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement but this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Page 15 of 19 Exclusive Agreement For Collection and Disposal of Solid Waste April 2013 24. FORCE MAJEURE. Provided that the requirements of this Section are met, Contractor shall be excused from performance and shall not be liable for failure to perform under this Agreement if Contractor's performance is prevented or delayed by acts of terrorism, acts of God, landslides, lightning, forest fires, storms, floods, typhoons, hurricanes, severe weather, freezing, earthquakes, volcanic eruptions, other natural disasters or the imminent threat of such natural disasters, pandemics, quarantines, civil disturbances, acts of the public enemy, wars, blockades, public riots, strikes, lockouts, or other labor disturbances, acts of government, or governmental restraint or other causes, whether of the kind enumerated or otherwise, and whether foreseeable or unforeseeable, that are not reasonably within the control of Contractor ("Force Majeure"). If, as a result of a Force Majeure event, Contractor is unable wholly or partially to meet its obligations under this Agreement, it shall promptly give City notice of the Force Majeure event, describing it in reasonable detail. Contractor's obligations under this Agreement shall be suspended, but only with respect to the particular component of obligations affected by the Force Majeure and only for the period during which the Force Majeure exists. IN WITNESS WHEREOF, the parties have executed this Exclusive Agreement for Collection and Disposal of Solid Waste effective the day and year first above written. CITY: CITY By: Donald C. Bailey, Mayor .fl'� p� McCq� ► i ?. ATTEST: 1•4 BessieJo W , rner, City '`" Exclusive Agreement For Collection and Disposal of Solid Waste April 2013 o� CONTRACTOR: LAKESHORE DISPOSAL, INC. By: Everette M. Arter, Site Manager Page 16 of 19 EXHIBIT "A" RATE SCHEDULES Subscription Service for Residential Customers SERVICE TYPE: Subscription Weekly Residential Solid Waste Service Container Rent Total 96-gal. Bear -Proof Refuse Container $11.50 $4.00 $15.50 65-gal. Bear -Proof Refuse Container $11.50 $3.70 $15.20 32-gal. Bear -Proof Refuse Container $11.50 $3.60 $15.10 Second 96-gal. container $4.25 $4.00 $ 8.25 Second 65-gal. container $4.25 $3.70 $7.95 Second 32-gal. container $4.25 $3.60 $7.85 EOW Residential Solid Waste Service Container Rent Total 96-gal. Bear -Proof Refuse Container $7.50 $4.25 $11.75 65-gal. Bear -Proof Refuse Container $7.50 $3.95 $11.45 32-gal. Bear -Proof Refuse Container $7.50 $3.85 $11.35 Second 96-gal. container $4.25 $4.25 $8.50 Second 65-gal. container $4.25 $3.95 $8.20 Second 32-gal. container $4.25 $3.85 $8.10 Monthly Residential Solid Waste Service Container Rent Total 96-gal. Bear -Proof Refuse Container $5.25 $4.75 $10.00 65-gal. Bear -Proof Refuse Container $5.25 $4.45 $9.70 Page 17 of 19 Exclusive Agreement For Collection and Disposal of Solid Waste April 2013 32-gal. Bear -Proof Refuse Container $5.25 $4.35 $9.60 Second 96-gal. container $4.25 $4.75 $9.00 Second 65-gal. container $4.25 $4.45 $8.70 Second 32-gal. container $4.25 $4.35 $8.60 On -Call Residential Solid Waste Service Container Rent Total 96-gal. Bear -Proof Refuse Container $7.00 $5.50 $12.50 65-gal. Bear -Proof Refuse Container $7.00 $5.20 $12.20 32-gal. Bear -Proof Refuse Container $7.00 $5.10 $12.10 Second 96-gal. container $4.25 $5.50 $9.75 Second 65-gal. container $4.25 $5.20 $9.45 Second 32-gal. container $4.25 $5.10 $9.35 ❖ $4.00 a month suspension fee (maximum 6 months) ❖ Move cart in off street - no charge ❖ $10.00 in addition to the above fees for drive in service. ❖ Lake Shore Disposal donates two 30 yard containers for the annual spring clean up. ❖ Free Christmas tree pick up during the first two weeks of January. ❖ 12 hardships cases- donated service ❖ Fee for each bag or secured bundle of yard or lawn waste: $1.80 Residential Cart Selection Cart Sizes, Gallons Cart Dimensions, Inches (LxWxH) Cart Manufacturer Maximum Loaded Weight 96 32.25x30.0x43.25 Toter 335 lbs. 64 31.5x24.75x42.25 Toter 224 lbs. 32 20.0x20.0x39.0 Otto 120 lbs. Page 18 of 19 Exclusive Agreement For Collection and Disposal of Solid Waste April 2013 Service for Commercial Customers Container size Current Rate Rate 10 year contract 96-gal Bear -Proof Refuse Container xl $21.30 2 Yard $65.06 $59.20 3 Yard $86.63 $83.25 4 Yard $114.02 $106.23 6 Yard $166.26 $154.89 8 Yard $236.08 $200.29 Page 19 of 19 Exclusive Agreement For Collection and Disposal of Solid Waste April 2013 FIRST AMENDMENT TO EXCLUSIVE AGREEMENT FOR COLLECTION AND DISPOSAL OF SOLID WASTE THIS FIRST AMENDMENT TO EXCLUSIVE AGREEMENT FOR COLLECTION AND DISPOSAL OF SOLID WASTE (this "Amendment") by and between LAKESHORE DISPOSAL, INC., an Idaho corporation, with an office at 200 Industrial Loop, P.O. Box 2350, McCall, Idaho 83638, (hereinafter called "Contractor"), and CITY OF MCCALL, IDAHO, a municipal corporation of the County of Valley, State of Idaho, with an office at 216 East Park Street, McCall, Idaho 83638 (hereinafter called "City"), is entered into as of June Z, 2013 (the "Effective Date"). RECITALS WHEREAS, City and Contractor entered into that certain Exclusive Agreement for Collection and Disposal of Solid Waste in May 2013 (the "Agreement"); and WHEREAS, Contractor and City now wish to amend the Agreement to permit residential customers to either lease bear -proof containers from Contractor or purchase bear -proof containers from third -party container vendors. AGREEMENT NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES AGREE TO AMEND THE AGREEMENT, AS FOLLOWS: 1. Incorporation of Recitals. The foregoing recitals are agreed to and accepted and incorporated herein by this reference. 2. Effective Date. This Amendment shall become effective as of the Effective Date. 3. Amendment to Section 1. Section 1 of the Agreement is hereby amended to add the following defined term: "BEAR -PROOF CONTAINER: Residential solid waste collection carts or containers that meet the following specifications: (1) must be either a Toter® brand cart (manufactured by Wastequip, LLC) or a cart manufactured by Otto Environmental Systems North America, Inc.; (2) must have flip -top lids and tipping bar half way down the front of the can; and (3) must be specifically identified as a bear -proof cart. Cart, cans or containers that are round cans, have screw -off tops, or that have chains or dog leash type latches will not be considered a Bear Proof Container, and Contractor will not be required to collect Solid Waste from such a cart, can or container." 4. Amendment to Section 15.A. Section 15.A of the Agreement is deleted in its entirety and replaced with the following: {RC0037.DOC.} FIRST AMENDMENT TO EXCLUSIVE AGREEMENT FOR COLLECTION AND Page 1 DISPOSAL OF SOLID WASTE "A. Residential Customers: Residential service Customer shall either lease Bear -Proof Containers from Contractor or purchase Bear -Proof Containers from third -party container vendors. Contractor shall be required to make available three sizes of containers: a 32-gallon container or a 65-gallon container (to be provided to Customers who elect to have such size containers) or a 96-gallon container (which shall be the default -sized container). In the event that a residential service Customer elects to purchase a Bear -Proof Container, such Customer must purchase one of the three foregoing sizes of container. Contractor will also mark refuse containers to indicate the level and frequency of service requested. A11 Customers shall be required to use a Bear -Proof Container as their primary receptacle for setting out waste. If a Customer desires to lease either a 32- or a 65-gallon Bear -Proof Container from Contractor, that Customer must provide Contractor with ten (10) days written notice of such request and Contractor will coordinate with such Customer the timing and logistics for the delivery of such alternate -sized Bear -Proof Container. See Exhibit "A" for lease rates on containers leased from Contractor. 5. Amendment to Exhibit A. Exhibit "A" to the Agreement is hereby deleted in its entirety and replaced by the new Exhibit "A" attached to this Amendment as Exhibit A. 6. Counterparts. This Amendment may be executed in one or more facsimile or original counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instrument. 7. Ratification. A11 terms and provisions of the Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect. From and after the date of this Amendment, all references to the term "Agreement" in this Amendment and in the original Agreement shall include the terms contained in this Amendment. 8. Conflicting Provisions. In the event of any conflict between the original terms of the Agreement and this Amendment, the terms of this Amendment shall prevail. 9. Authorization. Each party executing this Amendment represents and warrants that it is duly authorized to cause this Amendment to be executed and delivered. {RC0037.DOC.} [Signature Page Immediately Follows.] FIRST AMENDMENT TO EXCLUSIVE AGREEMENT FOR COLLECTION AND Page 2 DISPOSAL OF SOLID WASTE IN WITNESS WHEREOF, the parties have executed this First Amendment to Exclusive Agreement for Collection and Disposal of Solid Waste effective the day and year first above written. CITY: CI i MCCA , IDAHO By: onald C. Bailey, Mayor ATTEST: �,�� OF Mee •••,, .,, .�C 9. G= • • • • • a- • BessieJo W.'_ner, Cit C erk '�.,,� Ip�t1�►�' '�rnuraN►o {RC0037.DOC.} CONTRACTOR: LAKESHOU DISPOSAL, INC. By: Everette M. Arter, Slfe Manager FIRST AMENDMENT TO EXCLUSIVE AGREEMENT FOR COLLECTION AND Page 3 DISPOSAL OF SOLID WASTE EXHIBIT "A" RATE SCHEDULED Subscription Service for Residential Customers Weekly Residential Service Service Cart rent Total with rent Total with cart purchase 96 Gallon Bear Proof $11.50 $4.00 $15.50 $13.75 65 Gallon Bear Proof $11.50 $3.70 $15.20 $13.45 32 Gallon Bear Proof $11.50 $3.60 $15.10 $13.35 Second 96 gallon $4.25 $4.00 $8.25 $6.50 Second 65 gallon $4.25 $3.70 $7.95 $6.20 Second 32 gallon $4.25 $3.60 $7.85 $6.10 EOW Residential Service Service Cart rent Total with rent Total with cart purchase 96 Gallon Bear Proof $7.50 $4.25 $11.75 $10.00 65 Gallon Bear Proof $7.50 $3.95 $11.45 $9.70 32 Gallon Bear Proof $7.50 $3.85 $11.35 $9.60 Second 96 gallon $4.25 $4.25 $8.50 $6.75 Second 65 gallon $4.25 $3.95 $8.20 $6.45 Second 32 gallon $4.25 $3.85 $8.10 $6.35 Monthly Service Service Cart rent Total with rent Total with cart purchase 96 Gallon Bear Proof $5.25 $4.75 $10.00 $8.25 65 Gallon Bear Proof $5.25 $4.45 $9.70 $7.95 32 Gallon Bear Proof $5.25 $4.35 $9.60 $7.85 Second 96 gallon $4.25 $4.75 $9.00 $7.25 Second 65 gallon $4.25 $4.45 $8.70 $6.95 Second 32 gallon $4.25 $4.35 $8.60 $6.85 On Call Service Service Cart rent Total with rent Total with cart purchase 96 Gallon Bear Proof $7.00 $5.50 $12.50 $10.75 65 Gallon Bear Proof $7.00 $5.20 $12.20 $10.45 32 Gallon Bear Proof $7.00 $5.10 $12.10 $10.35 Second 96 gallon $4.25 $5.50 $9.75 $8.00 Second 65 gallon $4.25 $5.20 $9.45 $7.70 Second 32 gallon $4.25 $5.10 $9.35 $7.60 {RC0037.DOC.} FIRST AMENDMENT TO EXCLUSIVE AGREEMENT FOR COLLECTION AND Page 4 DISPOSAL OF SOLID WASTE SERVICE FOR COMMERCIAL CUSTOMERS Container Size Cost includes rent 96 gallon BP roll cart $21.30 2 Yard $59.20 3 Yard $83.25 4 Yard $106.23 6 Yard $154.89 8 Yard $200.29 Additional Services ❖ $4.00 a month suspension fee (maximum 6 months) ❖ Move cart in off street -no charge • $10.00 in addition to theabove fees for drive in service • Lake Shore Disposal donates two 30 yard containers for the annual spring clean up • Free Christmas tree pick up during the first two weeks of January ❖ 12 hardships cases- donated service ❖ Fee for each bag or secured bundle of yard or lawn waste: $1.80 {RC0037.DOC.} FIRST AMENDMENT TO EXCLUSIVE AGREEMENT FOR COLLECTION AND Page 5 DISPOSAL OF SOLID WASTE SECOND AMENDMENT TO EXCLUSIVE AGREEMENT FOR COLLECTION AND DISPOSAL OF SOLID WASTE THIS SECOND AMENDMENT TO EXCLUSIVE AGREEMENT FOR COLLECTION AND DISPOSAL OF SOLID WASTE- (this "Amendment") by and between LAKE SHORE DISPOSAL, INC., an Idaho corporation, with an office at 200 Industrial Loop, P.O. Box 2350, McCall, Idaho 83638, (hereinafter called "Contractor"), and CITY OF McCALL, IDAHO, a municipal corporation of the County of Valley, State of Idaho, with an office at 216 East Park Street, McCall, Idaho 83638 (hereinafter called "City"), is entered into as of April 10, 2014 (the 'Effective Date"). RECITALS WHEREAS, City and Contractor entered into that certain Exclusive Agreement for Collection and Disposal of Solid Waste on or about July 1, 2013 (the "Initial Agreement"); and WHEREAS, Contractor and City amended the Agreement on or about July 1, 2013, to permit residential customers to either lease bear -proof containers from Contractor or purchase bear -proof containers from third -party container vendors (the "First Amendment" and, together with the Initial Agreement, the "Agreement"); and WHEREAS, Contractor and City now wish to amend the Agreement again to, among other things, exclude construction and demolition debris from the definition of "Solid Waste" and amend the term of the Agreement. AGREEMENT NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES AGREE TO AMEND THE AGREEMENT, AS FOLLOWS: 1. Incorporation of Recitals. The foregoing recitals are agreed to and accepted and incorporated herein by this reference. 2. Effective Date. This Amendment shall become effective upon the date hereof. 3. Amendment to Section 1. Section 1 of the Agreement is hereby amended to delete the definitions of 'Bulky Waste", 'Excluded Waste", and "Solid Waste" and replace them in their entirety with the following definitions: Second Amendment to Exclusive Agreement for Collection and Disposal of Solid Waste — Page 1 "BULKY WASTE: Any single object of Solid Waste exceeding four feet (4') in length and forty (40) pounds in weight including, but not limited to, stoves, refrigerators, water tanks, washing machines, furniture and other waste materials, dead animals, hazardous materials or stable matter, with weights or volumes greater than those allowed for cans or carts." "EXCLUDED WASTE: Means and includes Bulky Waste, Construction Debris, dirt or earth debris from construction or lawn renovation, rocks, stones, Recyclable Materials, automobile bodies and parts, dead animals or animal carcasses, Stable Matter, and Wastewater (sewage). The City does not require Contractor to collect or transport hazardous materials; however, the City is not responsible for determining when Customers have left hazardous materials for collection or transportation. The items excluded from City collection must be collected and transported over and upon the public ways within the City by Contractor, a third -party contractor or subcontractor, the owner or occupant of the premises, or pursuant to a special collection as approved by the City. " "SOLID WASTE: Means and includes all useless, unwanted or discarded putrescible and non-putrescible wastes which is not Excluded Waste as defined herein, unless such Excluded Waste collection, transportation, and disposal is requested by a Customer and specifically accepted by Contractor. "Solid Waste" includes, but is not limited to, garbage, refuse, rubbish, ashes, shrubs, grass and lawn clippings, weeds, leaves, street cleanings, and other residential, commercial, industrial and agricultural wastes. "Solid Waste", as defined in this section, excludes hazardous materials and Recyclable Materials specifically segregated from other Solid Waste for Collection." 4. Amendment to Section 2.A. Section 2.A of the Agreement is hereby deleted in its entirety and replaced with the following: "A. City hereby grants Contractor an exclusive contract for residential and commercial Solid Waste collection, transportation, and disposal in all areas of the City of McCall, State of Idaho, for ten (10) years, beginning July 1, 2013, and continuing through June 30, 2023 (the "Initial Term"). Following the Initial Term, this Agreement shall automatically renew for one (1) five (5)-year term (the "First Renewal Term"). Following the First Renewal Term, this Agreement shall automatically renew for successive one (1) year terms (each a "Subsequent Renewal Term and together with the Initial Term and the First Renewal Term, the "Term") thereafter unless either party gives written notice of termination by U.S. certified or registered mail, postage pre -paid, and return receipt requested, to the other party at least sixty (60) days prior to the expiration of the First Renewal Term or any Subsequent Renewal Term. Any such notice shall be sent to Second Amendment to Exclusive Agreement for Collection and Disposal of Solid Waste — Page 2 the other party's address set forth on the first page of this Agreement" or any change of address communicated in writing by the other party during the term of this Agreement. A Subsequent Renewal Term shall become effective (thereby extending the then -current term) upon either party's failure to give notice of termination within the time period set forth above." 5. Amendment to Section 8.B. Section 8.B of the Agreement is hereby deleted in its entirety and replaced with the following: "B. In addition to any rate changes approved pursuant to Section 8.C., Contractor's rates for services described in Exhibit "A" may be adjusted annually upon approval of the Council, effective July 1st of each year during the Term, commencing on July 1, 2013, equal to the annual average change (increase or decrease) of the Consumer Price Index - All Items - for the State of Idaho (the "CPI") during the most recent twelve (12) month period; provided, however, that the CPI increases occurring on July 1, 2014, and July 1, 2015, shall occur automatically and shall not require Council approval. Thus, if the CPI increased three percent (3%) from June 1, 2012, to May 31, 2013, then Contractor's rates in Exhibit "A" would automatically increase by three percent (3%) effective as of July 1, 2014. Except for the CPI increase occurring on July 1, 2014, and July 1, 2015, any CPI increase shall require Council approval, which approval shall not be unreasonably withheld, delayed, or conditioned. In the event the CPI index is no longer published, the parties hereto shall confer in good faith to select an alternative index and shall confirm their agreement on a substitute index in writing. If the parties are unable to agree on a substitute index; either party may submit the selection of the substitute index to binding arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. All percentages shall be computed to the third decimal place and the change in Contractor's rates shall be calculated to the nearest cent ($.01). 6. Amendment to Section 8.C. Section 8.0 of the Agreement is hereby deleted in its entirety and replaced with the following: "C. In addition to the adjustment contemplated in Section 8.B., the rates specified herein shall be reasonably adjusted upon a request from Contractor demonstrating that Contractor's direct cost of performing its obligations under this Agreement have increased (e.g., cost of fuel, insurance, labor, equipment, tipping fee, materials, changes in existing, or adoption of new laws, rules, or regulations, etc.). Only those costs resulting from normal increases in the cost of doing business and those costs beyond Contractor's control will be eligible for consideration. All Second Amendment to Exclusive Agreement for Collection and Disposal of Solid Waste — Page 3 rate adjustments shall become effective immediately upon approval by the Council whose approval, in either of the above cases, shall not be unreasonably withheld, delayed, or conditioned. Notwithstanding anything to the contrary contained herein, the parties hereto agree that on each of July 1, 2014, and July 1, 2015, in addition to any increases approved by the Council pursuant to Section 8.B., the rates specified herein shall automatically increase by One Percent (1 %). The parties hereto hereby acknowledge that such One Percent (1%) increases on each of July 1, 2014, and July 1, 2015, are related to the Bear -Proof Containers Contractor provides to residential service Customers pursuant to this Agreement." 7. Amendment to Section 13.E. Section 13.E of the Agreement is deleted in its entirety and replaced with the following: "E. Contractor may coordinate with the individual Customers and businesses of the City for collection of Excluded Waste and the rates to be charged for such services." 8. Counterparts. This Amendment may be executed in one or more facsimile or original counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instrument. 9. Ratification. All terms and provisions of the Agreement not amended hereby either expressly or by necessary implication; shall remain in full force and effect. From and after the date of this Amendment, all references to the term "Agreement" in this Amendment and in the original Agreement shall include the terms contained in this Amendment. 10. Conflicting Provisions. In the event of any conflict between the original terms of the Initial Agreement, the First Amendment, and this Amendment, the terms of this Amendment shall prevail. 11. Authorization. Each party executing this Amendment represents and warrants that it is duly authorized to cause this Amendment to be executed and delivered. [Remainder of Page Intentionally Left Blank; Signature Page Immediately Follows] Second Amendment to Exclusive Agreement for Collection and Disposal of Solid Waste — Page 4 IN WITNESS WHEREOF, the parties have executed this Second Amendment to Exclusive Agreement for Collection and Disposal of Solid Waste effective the day and year first above written. CITY: CITY OF MCCALL, IDAHO ATTEST: � 1 Bessie o r, City Clerk CONTRACTOR: LAKE SHORE DISPOSAL, IN ----*".. Everette M. After, Site Manager Second Amendment to Exclusive Agreement for Collection and Disposal of Solid Waste — Page 5 -4° , Cr g " g 4c,' i ‘.,yagw000 ST.' 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Box 2350, McCall, Idaho 83638, hereinafter called "Contractor," and CITY OF McCALL, IDAHO, a municipal corporation of the County of Valley, State of Idaho, with an office at 216 East Park Street, McCall, Idaho 83638, hereinafter called City." WITNESSETH: WHEREAS, the Contractor and the City entered into an Exclusive Agreement for Collection and Disposal of Solid Waste agreement effective July 1, 2013 (the "Agreement"); and WHEREAS, paragraph 7(F) of the Agreement prohibits waste collection in commercial, industrial and manufacturing areas prior to five o'clock (5:00) A.M. and after nine o'clock (9:00) P.M.; and WHEREAS, the McCall City Council has determined that it would be in the best interest of the City of McCall to allow for the collection of waste in commercial, industrial and manufacturing areas, including commercial areas adjacent to residential properties, at any time of the day; and WHEREAS, the Agreement provides the authority for the McCall City Council to amend collection times as reasonably required by the needs of the public and Contractor; and WHEREAS, the McCall City Council proposes to amend the collection times for commercial, industrial, and manufacturing areas, including commercial areas adjacent to residential properties, for a period of six (6) months. AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged by both parties, the Contractor and the City hereby covenant and agree as follows, to -wit: 1. RECITALS: The above recitals are hereby incorporated into and made a part of this Addendum. ADDENDUM TO EXCLUSIVE AGREEMENT FOR COLLECTION AND DISPOSAL OF SOLID WASTE - 1 2. AMENDMENT TO AGREEMENT: Paragraph 7, ROUTES AND COLLECTION SERVICES, subparagraph 7(F) of the Agreement is amended as follows: F. Contractor shall make no collections in residential areas, or at schools or churches prior to six o'clock (6:00) A.M. or after nine o'clock (9:00) P.M. There shall be no restrictions on the hours of collection in commercial, industrial, and manufacturing areas, including commercial areas adjacent to residential areas. The City Council shall have authority to change the time of collection as reasonably required by the needs of the public and Contractor. 3. ADDENDUM APPLICABLE TO ENTIRE AGREEMENT: Whenever any provision of the Agreement appears to be in conflict with the change in the hours of collection made under this Addendum, the change in the hours of collection made under this Addendum shall control. 4. TERM OF ADDENDUM: The provisions of this Addendum shall commence with the effective date of this Addendum and continue for six (6) months. The parties may agree in writing to extend the expiration date of this Addendum prior to its expiration date. hereto. 5. ENTIRE AGREEMENT: The parties agree that this Addendum constitutes the entire agreement between the parties 6. ATTORNEY FEES: In the event an action is brought to enforce any of the terms or provisions of this Addendum, or enforce forfeiture thereof for default thereof by either of the parties hereto, the successful party to such action or collection shall be entitled to recover from the losing party a reasonable attorney fee, together with such other costs as may be authorized by law. 7. SEVERABILITY: In the event any of the provisions of this Addendum shall be deemed illegal or unenforceable, such determination shall not operate to invalidate any of the remaining provisions of this Addendum. ADDENDUM TO EXCLUSIVE AGREEMENT FOR COLLECTION AND DISPOSAL OF SOLID WASTE - 2 8. HEADINGS: The bolded paragraph headings are for convenience only and are not a part of this Addendum and shall not be used in interpreting or construing this Addendum. 9. RATIFICATION: In all other respects, the parties ratify and confirm the Agreement. 10. SITUS: This Addendum is established under the laws of the State of Idaho, and all questions concerning its validity and construction shall be determined under such laws. 11. BINDING EFFECT: The provisions and stipulations of this Addendum shall inure to and bind the heirs, personal representatives, assigns, and successors in interest of the parties hereto. 12. ENTITY AUTHORITY: The parties executing this Addendum on behalf of an entity represents and warrants that he or she is duly authorized to execute and deliver this Addendum on behalf of said entity in accordance with duly adopted organizational documents or agreements and if appropriate a resolution of the entity, and that this Addendum is binding upon said entity in accordance with its terms. IN WITNESS WHEREOF, the parties execute this Addendum. Date: s / z / fh Date: CONTRACTOR: LAKESHORE DISPOSAL, INC. ` By: / CITY: CITY OF McCALL, IDAHO Attest: ADDENDUM TO EXCLUSIVE AGREEMENT FOR COLLECTION AND DISPOSAL OF SOLID WASTE - 3 ADDENDUM NO. 2 TO EXCLUSIVE AGREEMENT FOR COLLECTION AND DISPOSAL OF SOLID WASTE THIS ADDENDUM TO EXCLUSIVE AGREEMENT FOR COLLECTION AND DISPOSAL OF SOLID WASTE (the "Addendum") is made and entered into effective as of December 2, 2016, 2016, by and between LAKESHORE DISPOSAL, INC., an Idaho corporation, with an office at 200 Industrial Loop, P.O. Box 2350, McCall, Idaho 83638, hereinafter called "Contractor," and CITY OF McCALL, IDAHO, a municipal corporation of the County of Valley, State of Idaho, with an office at 216 East Park Street, McCall, Idaho 83638, hereinafter called City." WITNESSETH: WHEREAS, the Contractor and the City entered into an Exclusive Agreement for Collection and Disposal of Solid Waste agreement effective July 1, 2013 (the "Agreement"); and WHEREAS, paragraph 7(F) of the Agreement prohibits waste collection in commercial, industrial and manufacturing areas prior to five o'clock (5:00) A.M. and after nine o'clock (9:00) P.M.; and WHEREAS, the McCall City Council has determined that it would be in the best interest of the City of McCall to allow for the collection of waste in commercial, industrial and manufacturing areas, including commercial areas adjacent to residential properties, at any time of the day; and WHEREAS, the Agreement provides the authority for the McCall City Council to amend collection times as reasonably required by the needs of the public and Contractor; and WHEREAS, the McCall City Council previously amended the collection times for commercial, industrial, and manufacturing areas, including commercial areas adjacent to residential properties, for a period of six (6) months and there have been no complaints regarding these earlier collection times; and WHEREAS, the McCall City Council deems it in the best interests of the City to continue the previous amendment as a permanent change to the Agreement. AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged by both parties, the Contractor and the City hereby covenant and agree as follows, to-wit: 1. RECITALS: ADDENDUM NO.2 TO EXCLUSIVE AGREEMENT FOR COLLECTION AND DISPOSAL OF SOLID WASTE- 1 The above recitals are hereby incorporated into and made a part of this Addendum. 2. AMENDMENT TO AGREEMENT: Paragraph 7, ROUTES AND COLLECTION SERVICES, subparagraph 7(F) of the Agreement is amended as follows: F. Contractor shall make no collections in residential areas, or at schools or churches prior to six o'clock (6:00) A.M. or after nine o'clock (9:00) P.M. There shall be no restrictions on the hours of collection in commercial, industrial, and manufacturing areas, including commercial areas adjacent to residential areas. The City Council shall have authority to change the time of collection as reasonably required by the needs of the public and Contractor. 3. ADDENDUM APPLICABLE TO ENTIRE AGREEMENT: Whenever any provision of the Agreement appears to be in conflict with the change in the hours of collection made under this Addendum, the change in the hours of collection made under this Addendum shall control. 4. TERM OF ADDENDUM: The provisions of this Addendum shall commence with the effective date of this Addendum and continue for the duration of the Agreement. 5. ENTIRE AGREEMENT: The parties agree that this Addendum constitutes the entire agreement between the parties hereto. 6. ATTORNEY FEES: In the event an action is brought to enforce any of the terms or provisions of this Addendum, or enforce forfeiture thereof for default thereof by either of the parties hereto, the successful party to such action or collection shall be entitled to recover from the losing party a reasonable attorney fee, together with such other costs as may be authorized by law. 7. SEVERABILITY: In the event any of the provisions of this Addendum shall be deemed illegal or unenforceable, such determination shall not operate to invalidate any of the remaining provisions of this Addendum. ADDENDUM NO.2 TO EXCLUSIVE AGREEMENT FOR COLLECTION AND DISPOSAL OF SOLID WASTE-2 8. HEADINGS: The bolded paragraph headings are for convenience only and are not a part of this Addendum and shall not be used in interpreting or construing this Addendum. 9. RATIFICATION: In all other respects, the parties ratify and confirm the Agreement. 10. SITUS: This Addendum is established under the laws of the State of Idaho, and all questions concerning its validity and construction shall be determined under such laws. 11. BINDING EFFECT: The provisions and stipulations of this Addendum shall inure to and bind the heirs, personal representatives, assigns, and successors in interest of the parties hereto. 12. ENTITY AUTHORITY: The parties executing this Addendum on behalf of an entity represents and warrants that he or she is duly authorized to execute and deliver this Addendum on behalf of said entity in accordance with duly adopted organizational documents or agreements and if appropriate a resolution of the entity, and that this Addendum is binding upon said entity in accordance with its terms. IN WITNESS WHEREOF, the parties execute this Addendum. LAKESHORF DISPOSAL, INC. Date: 4)/77/ By: � �i '� CITY OF cC L, IDAHO Date: f311 By: Ma' r Cvui,te,1?restd,eti.f Attest: 1_,Mit Alt/I City Clerk ADDENDUM NO.2 TO EXCLUSIVE AGREEMENT FOR COLLECTION AND DISPOSAL OF SOLID WASTE-3