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AGREEMENT BETWEEN HUMBOLDT WASTE MANAGEMENT AUTHORITYANDHUMBOLDT SANITATION COMPANY INC.TO PROVIDE GREEN WASTE TRANSPORTATION SERVICESThis Agreement is made by and between the Humboldt Waste Management Authority, a jointpowers authority (herein “HWMA” and the “Authority”) and Humboldt Sanitation, a Californiacorporation (herein “Humboldt Sanitation” and “Contractor”). This Agreement is effective on January 1,2019.RECITALSWHEREAS, the HWMA owns and operates a municipal solid waste transfer station for the benefit of itsmember agencies located at 1059 W. Hawthorne St., Eureka, CA 95501 (“Hawthorne Street TransferStation”); andWHEREAS, the California Integrated Waste Management Act of 1989 (AB 939) requires the diversionof waste from landfills, andWHEREAS, Green Waste and other wood waste can be diverted from the landfill and composted ortransformed for a beneficial use and result in a financial savings for Authority rate-payers; andWHEREAS, the Authority has a facility to accept Green Waste from self-haulers and franchise haulers,which is then loaded into bins and transported to a processing facility located in Arcata, HumboldtCounty; andWHEREAS, Humboldt Sanitation has the expertise and equipment to transport Green Waste; andWHEREAS, Humboldt Sanitation holds all required State and local permits or licenses to providetrucking services in California; andWHEREAS, the Authority wishes to obtain such transportation services, and on July 15, 2018 solicitedproposals from interested parties to submit proposals for transportation services of green waste; andWHEREAS, the HWMA Board of Directors approved Humboldt Sanitation’s service proposal at theirregular meeting on October 11, 2018, and directed the development of this agreement; andNOW THEREFORE, in consideration of the mutual promises, covenants, and representations recitedherein and made a material part hereof, the parties agree as follows:1.DEFINITIONSUnless otherwise defined in the text, capitalized words will have the meaning set forth as follows:“Green Waste” means waste tree trimmings, brush, wood that is not treated with preservatives or painted,lawn clippings and other waste foliage.“Hawthorne Street Transfer Station” means the Authority owned and operated transfer station located at1059 West Hawthorne Street, Eureka, CA.AGREEMENT TO PROVIDE GREEN WASTE TRANSPORTATION SERVICESNovember 5 2018 FINAL DRAFTNovember 8, 2018Printed on Recycled PaperPage 1 of 7Item 2c) (Addendum)

“Mad River Compost Facility” means the green waste compost facility operated by Mad RiverHardwoods, located at 6360 West End Road, Arcata, CA.2.SCOPE OF SERVICESContractor shall perform Green Waste transportation for the Authority in accordance with thisAgreement. The term “Services” shall mean the Services to be performed by Contractor, described in thisSection 2 as follows:a. Bins. Contractor shall provide, at their expense, five (5) top-loading bins, each with aminimum 40-cubic yard capacity, to the Transfer Station (“Bins”). The Authority’sExecutive Director or designee, in his or her discretion, may approve the use of differentsized bins. All Bins shall be configured to accommodate tarps if needed. Contractor will aminimum of two (2) bins will be located at HWMA’s Transfer Station at all times. Bins willbe placed by Contractor as directed by HWMA. .b. Proper loading. Humboldt Sanitation shall deliver Bins to the Transfer Station ready forloading. HWMA shall load the Bins in accordance with practices developed with HumboldtSanitation, and shall be liable to Humboldt Sanitation for damage to the Bins that resultsfrom loading where HWMA is solely responsible for such damage. HWMA shall pay for theactual cost of repairs as invoiced from Humboldt Sanitation to HWMA, subject to advancereview of estimated repair costs. Notwithstanding the above, HWMA shall not beresponsible for costs associated with maintenance and repair of the Bins arising fromordinary wear and tear, including without limitation, cosmetic damage that does not impactthe structural or functional integrity of the Bin for use as required under this Agreement.c. Bin inspection. After loading, HWMA will inspect each Bin, clean loose debris from theedges and remove or flatten anything protruding above top of Bins.d. Tarping. If requested by Humboldt Sanitation, HWMA staff will assist with tarp coveringover loaded Bins prior to their departure from the Transfer Station. HWMA’s assistance iswithout assumption of liability, and Humboldt Sanitation is responsible to determine thatcondition of the truck load meets all local and state laws.e. Transportation. Contractor shall provide the truck and labor necessary to transport the bins,when full of Green Waste for transport from HWMA’s Transfer Station to Mad RiverCompost Facility. Contractor may not simultaneously haul Green Waste obtained form asource other than the Authority in any Bin transporting Green Waste pursuant to thisagreement.f.Frequency: Contractor shall transport Green Waste Bins from the Transfer Station to theCompost Facility at such a frequency as to prevent overflow of accumulated Green Waste atthe Transfer Station and minimize the amount of stored material in the Green Waste bunkers.Bin delivery and transportation schedule shall be directed by HWMA’s Director ofOperations, or his/her designee, pursuant to a dispatch protocol developed between HWMAand the Contractor.g. Scales and weight records. Humboldt Sanitation will record each Bin weight as t bothenters and leaves the Hawthorne Street Transfer Station. The parties shall develop light loadprotocols in a manner sufficient to allow HWMA to accurately track the amount of GreenWaste diverted. The parties shall use light load protocols presently in place for such tracking,AGREEMENT TO PROVIDE GREEN WASTE TRANSPORTATION SERVICESNovember 5 2018 FINAL DRAFTNovember 8, 2018Printed on Recycled PaperPage 2 of 7Item 2c) (Addendum)

to the extent such protocols adequately allow for the tracking required by the Authority tomonitor diversion rates. However, in the event such present protocols do not allow theAuthority to adequately monitor diversion rates, Humboldt Sanitation shall implementalternate protocols, and the parties shall negotiate in good faith should the alternate protocolscause an actual increase of costs.h. Reporting. Contractor shall submit by fax or email to HWMA the net weight of every binhauled by Contractor pursuant to this Agreement within 5 business days of hauling.i.Humboldt Sanitation transportation permits. Humboldt Sanitation will secure andmaintain all necessary permits required for transportation of Green Waste and will promptlysupply the Authority with copies of any permits upon request.j.Complying with rules at local facilities. Humboldt Sanitation will comply with all rules,regulations, protocols, instructions and directions at the HWMA Transfer Station, and theComposting Facility, including but not limited to rules with respect to delivery, weighing,unloading, load checking and removal of materials that cannot be accepted at the CompostingFacility.k. Right to inspect operations. The Authority may, but is not obligated, to observe and inspectoperations at Humboldt Sanitation’s Facility.3TERM OF AGREEMENT. The effective date of this Agreement shall be January 1, 2019 andthis Agreement shall terminate on March 15, 2024. The indemnifications of Section 6 shall survivetermination of the Agreement.4.RECORDS AND REPORTINGHumboldt Sanitation shall maintain at its office or other place acceptable to the Authority full andcomplete accounting books and records, and shall prepare and submit, without additional request, and atno cost to the Authority, records documenting Humboldt Sanitation’s proper performance under thisAgreement. The Authority may audit such books and records at the Authority’s own expense upon threeworking days’ notice.5.COMPLIANCE WITH APPLICABLE LAWHumboldt Sanitation will perform all its obligations under this Agreement in accordance withaccepted practice for comparable facilities, applicable law and the provisions of this Agreement.Humboldt Sanitation is solely liable for all fines and penalties that may be imposed to the extent thatthose fines and penalties are the result of Humboldt Sanitation’s violations of applicable law. HumboldtSanitation retains responsibility for all injuries, accidents and other mishaps associated with itsperformance under this Agreement, including personal injury, or damage to any real or personal property.Humboldt Sanitation will promptly report any such events to the Authority orally, followed by writtennotice within three working days, including details of any witness statements. In the event of an injuryaccident or destruction of property the Authority may request that Humboldt Sanitation deploy itsemergency operations plan. Contract shall provide a copy of its emergency operations plan to theAuthority immediately upon execution of this Agreement. . Said plan shall mitigate and correct hazardsthat may arise due to accidents or destruction of transportation services, including property damage andtraffic disruption, and will include any business plan for emergency response to the release or threatenedrelease of hazardous materials in accordance with applicable law.6.INSURANCE AND INDEMNITY.6.1 Insurance. Humboldt Sanitation shall secure and maintain in full force and effect:AGREEMENT TO PROVIDE GREEN WASTE TRANSPORTATION SERVICESNovember 5 2018 FINAL DRAFTNovember 8, 2018Printed on Recycled PaperPage 3 of 7Item 2c) (Addendum)

a.General Liability: General liability limits with minimum limits of liability peroccurrence of One Million Dollars ( 1,000,000); and per aggregate of Two MillionDollars ( 2,000,000);b.Comprehensive automobile liability insurance:Humboldt Sanitation shall obtain comprehensive coverage for all vehicles and allmotor equipment, owned, leased, hired, borrowed or operated in its performance ofthis Agreement, and shall obtain uninsured/underinsured motorists liability coverage.Deductibles will be no greater than 10,000 per loss unless otherwise approved at thesole discretion of the Authority, which deductibles will be the responsibility ofContract. Minimum limits of liability for automobile liability will be One MillionDollars ( 1,000,000) per accident for bodily injury and property damage.c.Workers’ Compensation insurance: as required by state law.d.Employer’s liability insurance: bodily injury by accident in the amount of OneMillion Dollars each accident and bodily injury by disease in the amount of OneMillion Dollars ( 1,000,000) policy limit and One Million Dollars each employee.Humboldt Sanitation shall ensure that insurance policies are always primary with respect toperformance under this Agreement. Humboldt Sanitation will include the Authority and itsemployees, officials, members, officers, agents, assigns and volunteers by endorsement orotherwise as additional insured under all policies except with respect to employer’s liabilityinsurance.Humboldt Sanitation shall file with the Authority evidence of coverage in force, includingendorsements, together with a Certificate of Insurance on an authority-approved form.6.2 Indemnification.Humboldt Sanitation shall defend, indemnify and hold harmless the HWMA and its employees,officials, members, officers, agents, assigns and volunteers from and against any and all liability to whichany of them may be subjected by reason or resulting directly or indirectly from actions or inactions ofHumboldt Sanitation performed or occurring under or in connection with the Agreement, whether or notthose liabilities are litigated, settled or reduced to judgment.7.FEES AND PAYMENT.7.1 Fees:a) Base Fees, Hauling.The Authority shall pay Contractor at the rate of 344 per load, ( 172.00 per Bin) containingGreen Waste that is hauled from the HWMA’s Transfer Station to Mad River CompostFacility Pursuant to this Agreement. For purposes of this Agreement, one load is equivalentto two Bins.b) Annual Adjustment of Fees. The hauling rate specified in Section 7.a shall be adjustedannually on July 1, beginning July 1, 2020, and every year thereafter for the term of theagreement in an amount equal to seventy-five percent (75%) of the annual change in theConsumer Price Index for the U.S. City Average, All Urban Consumer Price Index (CPI-U):1982-84 100, for the month of March, compiled and published by the United StatesAGREEMENT TO PROVIDE GREEN WASTE TRANSPORTATION SERVICESNovember 5 2018 FINAL DRAFTNovember 8, 2018Printed on Recycled PaperPage 4 of 7Item 2c) (Addendum)

Department of Labor, Bureau of Labor Statistics of the preceding year multiplied by the thencurrent Base Transportation Rate.c) Base Fees, Fuel.The Authority shall pay Contractor a base fuel fee at the rate of 21.00 per Bincontaining Green Waste that is hauled from the HWMA’s Transfer Station to Mad RiverCompost Facility.d) Base Fuel Rate Adjustment. The base fuel rate shall be adjusted each month by comparing theFuel Price Index levels with the lesser of:(i) Contractor’s average cost of diesel fuel for the prior month; or(ii) Average California weekly diesel Fuel Price Index for the four weeks prior tothe month being invoiced, published by the US Department of Energy(http://www.eia.gov).e) Excessive Wait TimeIn the event the Contractor is required to wait at the Transfer Station or the Mad RiverCompost Facility longer than 15 mins by circumstances that are outside the Contractorscontrol, Humboldt Sanitation shall charge the Authority for said wait time at the rate of 80per hour charged in ¼ hour increments.7.2 Payment terms.Humboldt Sanitation shall invoice HWMA each month by the twentieth day of the month forservices provided the previous month and HWMA shall pay Humboldt Sanitation within twenty(20) days of receipt of each invoice, provided such invoice is undisputed. If HWMA disputes aninvoice, it will pay the undisputed amount and provide notice to Humboldt Sanitation of thedispute within ten (10) days receipt of the invoice, together with any request for additionalinformation, identified with reasonable specificity. Within ten (10) days of receiving theHWMA’s notice of dispute, Humboldt Sanitation will respond and supply any requestedinformation. If Humboldt Sanitation does not respond within those ten (10) days, it will bedeemed to concur with Authority. If the HWMA disagrees with Humboldt Sanitation’s responseand the HWMA and Humboldt Sanitation cannot reach agreement during a fifteen (15) dayworking period immediately following the Humboldt Sanitation’s response, either party maysubmit the matter in accordance with dispute resolution procedures established in this Agreement.Payment by HWMA to Humboldt Sanitation is not deemed a release of the responsibility andliability of Humboldt Sanitation, its employees, contractors, agents and consultants for theservices to be performed under this Agreement, nor is payment deemed to be an assumption ofresponsibility or liability by the Authority for any defect or error in Humboldt Sanitation’sservices.8.EVENTS OF DEFAULT.8.1 Humboldt Sanitation Default. Each of the following constitutes an event of default:a. Breach of Agreement – Humboldt Sanitation fails to perform any of its obligations under thisAgreement and fails to cure that breach within thirty (30) days of receiving notice from theHWMA specifying the breach.AGREEMENT TO PROVIDE GREEN WASTE TRANSPORTATION SERVICESNovember 5 2018 FINAL DRAFTNovember 8, 2018Printed on Recycled PaperPage 5 of 7Item 2c) (Addendum)

b. Attachment of any equipment owned by Humboldt Sanitation that is necessary for its abilityto provide transportation services is seized, attached, or levied upon and not placed back intoservice within two business days.c. Bankruptcy, insolvency, liquidation. Humboldt Sanitation files a voluntary claim for debtrelief under any applicable bankruptcy, insolvency, debtor relief, or other similar law now orhereafter in effect, or consents to the appointment of or taking of possession by a receiver,liquidator, assignee, trustee, custodian, administrator of Humboldt Sanitation for any part ofHumboldt Sanitation’s operating assets or property.8.2 HWMA default. Each of the following constitutes an event of default:a. The HWMA fails to pay the fee in accordance with Article 7.8.4 Remedies upon default.a. Authority’s remedies. Upon occurrence of a Humboldt Sanitation default, the Authority hasthe following rights:(i)(ii)(iii)To terminate the Agreement;To suspend the Agreement;All other available remedies to exercise its remedies in accordance with thisAgreement in any other available remedies at law and in equity including specificperformance.(b) Humboldt Sanitation’s remedies. Upon occurrence of an Authority default, HumboldtSanitation has the rights to exercise any and all available remedies at law.8.5 Waiver. Either party’s waiver of any breach or default may not be deemed to be a waiver ofany other breach or default, including ones with respect to the same obligations under thisAgreement. The subsequent acceptance by either party of any damages or other money paid bythe other party may not be deemed to be a waiver by that party of any preexisting or concurrentbreach or default. Failure to object to breach or event of default is not and may not be construedas a waiver of that provision.9.DISPUTE RESOLUTION. During the pendency of any dispute hereunder, the Parties shallcontinue to perform their respective obligations under this Agreement and shall attempt to resolve suchdispute in a cooperative manner. Following the parties’ mutual good faith efforts to resolve disputes for aperiod of no less than thirty (30) days, the parties may attempt to resolve their dispute through nonbinding arbitration.10.INDEPENDENT CONTRACTOR STATUS. The parties intend that Humboldt Sanitation willperform the services required by this Agreement as an independent Contractor engaged by the Authorityand not as an officer or employee of the Authority. No employee or agent of Humboldt Sanitation will bedeemed to be an employee or agent of the Authority. Humboldt Sanitation will have exclusive controlover the manner and means of performing its obligations under this Agreement. Humboldt Sanitationofficers, employees or agents will not obtain any rights to retirement benefits, workers compensation orany other benefits that accrue to Authority employees.11.PARTIES’S REPRESENTATIONS. Humboldt Sanitation represents and warrants as follows:AGREEMENT TO PROVIDE GREEN WASTE TRANSPORTATION SERVICESNovember 5 2018 FINAL DRAFTNovember 8, 2018Printed on Recycled PaperPage 6 of 7Item 2c) (Addendum)

a. Humboldt Sanitation has full legal right, power and authority to execute, deliver, andperform its obligations under this Agreement; andb. The undersigned is duly authorized to bind Humboldt Sanitation to this Agreement.12.ASSIGNMENTS. This Agreement may not be assigned in whole or in part without advancewritten approval from HWMA which approval shall be based on HWMA’s assessment, in its discretion,of such factors as whether the prospective assignee has the economic ability to meet the terms of thisAgreement, will maintain the levels of insurance required, and is otherwise capable of adequatelyperforming its obligations under this Agreement without increasing HWMA’s exposure to liability orinsurance premiums.13.SUBCONTRACTORS. Humboldt Sanitation may use subcontractors only upon the advancewritten approval of the HWMA. Approved subcontractors shall satisfy all insurance requirements of thisAgreement.14.AMENDMENTS. This Agreement may be amended only upon mutual written agreement dulyauthorized and executed by both parties.15.NOTICES. Notices and other communications made under this Agreement shall be in writing,first class postage prepaid or delivered personally to the following address, which may be changed bynotice from the parties:c/o Tasha EisnerHumboldt Sanitation2585 Central AvenueP.O. Box 2812McKinleyville, CA 955198c/o Executive DirectorHumboldt Waste Management Authority1059 West Hawthorne StreetEureka, CA 95501IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement effective onHUMBOLDT SANITATIONByGreg Cain, PresidentDateHUMBOLDT WASTE MANAGEMENT AUTHORITYByMichael Sweeney, ChairDateApproved As To Form:Nancy Diamond, Authority CounselDateInsurance Certificates Approved:By:DateAGREEMENT TO PROVIDE GREEN WASTE TRANSPORTATION SERVICESNovember 5 2018 FINAL DRAFTNovember 8, 2018Printed on Recycled PaperPage 7 of 7Item 2c) (Addendum)

Humboldt Sanitation will include the Authority and its employees, officials, members, officers, agents, assigns and volunteers by endorsement or otherwise as additional insured under all policies except with respect to employer’s liability insurance. Humboldt Sanitation shall file wi