HomeMy WebLinkAbout5.717 Amendment TERMINATION A(",REEMENT
"11115 ERMINNTION A(JREEMENT ("Terfnination Agi-cement") is made as of
,202,2, by and between the City of fort Angeles, Washington, a non-charter code
city of' the State of Washington (tire "City"), and Waste Conricctions, of Washington. Inc,, a
Washington corporation ("Waste Connections"01,�dWcrl).
RECITALS
A. The ('ity and Waste Connections entered into that certain Sollid Waste processing
Facility Development and Management Services Agreement on April 5, 2005 (the ".Vervices'
Agreement") pursuant to which Waste Connections agreed to construct arid operate a transfer
statiorn and conduct transport and disposal of certain solid waste in Port Angeles, Washington,
among ether things.
B. On March 16, 2021, 2021 the C'ity exercised its rights to terminate the Set-vices
Agreernent for convenience pursuant to Section 4.2 of the Services Agreement, with a stated
effective date of termination of October 2,2021,
C. The City and Waste Connections now desire to enter into this Termination
Agreement to set forth the terms under which the Services Agreement is terminated. Capitalized
terms, Used in this Termination Agreement not otherwise defined herein shall have the meanings
set forth in the Services Agreement.
AGREEMENTS
1"or and in consideration of the mutual covenants and promises herein, the parties agree as
follows:
1. Termination Date. The termination date shall lno March 1, 2()22 (tire
"Teo-inination Date"), at which tinie the contractual relationship between the City and Waste
Connections described in the Services Agreement is terminated,
1 Facility Maintenance. Waste Connections agrees to perform the repairs and/or
niaintenance at the transfer station and compactor prior to the Termination Date as set forth on
Exhibit A hereto, All such repair and/or maintenance work shall be completed in a good and
workmanlike standard consistent with other repair and maintenance work in similar industries. By
January 31, 2022,Waste Connections shall provide the:actual scope of repairs and list of rnaterials
for whatever repairs, were performed by Recycle System. Lfpon two business days" email notice
to Waste Connections, the City shall be provided an opportunity to have a qualifted engineer of its
choice inspect and verify the current conditions ofthe compactor.
1 Reinibursement of Reasonable Costs. Section 4.2 of the Services Agreement
requires that the City reimburse Waste Connections for"reasonablie costs, associated with and/or
caused by the City's terinination of any Service Component of the Agreement for comcnience
prior to the expiration ofthcTerni thereof' including, but riot hinited to,"fair and reasonable costs
for:the actual work performed;aCCOUnting, legal,clerical and other expenses reasonably necessary
for the preparation of the termination agreement; andl the ten nination and settlement of
subcontracts (including the amounts of such settlements if reasonably approved by the City)."
Accordingly, the City shall reimburse Waste Connections the following amounts on the
]"'ermination Datc,
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page
a. Actual work performed: other than the monthly payments which WC1 has
been receiving (and will continue to receive for services provided up until
thieTeri-nination CDate); none,
b. Legal,clerical and other expenses reasonably associated with and/or caused
by the City's termination of the Services Agreement, including those
reasonably necessary for the preparation of the termination agreement:
$175,32T40,
c. Termination and settlement of subcontracts: none.
The aggregate payment of all reimbursements Linder this Section, 3 is equal to $175,32740
(die "Reimbursetnent Ainoun('). The City shall pay Waste! Connections the Reimbursement
Amount oil the Termination Date in immediately available funds.
4. Final Pa,ynient. Sections 4.2 and 43 of the Services Agreement require that the
City make a Final Payment to Waste Connections in accordance with Exhibit C ofthc Services
Agreement, The City shall make the Final Payment in the amount of $3,012.214.00 oil the
Termination Date in immediately available funds,
5. Purchase of Transfer Station Equipment, Section 4.3 of the Services Agreement
provides that the City "may acquire the Contractor's Transfer Station Equipment."" On June 3,
2021, Waste Connections provided the City with a list of equipment eligible for purchase under
the Services Agreement, a copy of which is attached hereto as Exhibit I ; and the City agrees to
put-chase all Transter Station Equipment identified on that list at its depreciated value (as set forth
on the Exhibit) on the Termination Date (collectively, the "Purchased Fquipment"), The City
shall pay for the Transfer Station Equipment in the amount of$8,126.6 on the Termination Date
in immediately available funds,, Waste Connections hereby specifically disclaims any warranty,
guaranty,, or representation, oral or written; past, present or futmv, of, as to, or concerning the
nature and condition of the Purchased Equipment other than as set out in the January 14, 2022
Supplemental Dechration of Brian Tate attached as Exhibit C. Other than representations by
Tate, WASTE CONNECTIONS HAS NOT MADE AND DOES NOT' MAKE, ANY
REPRESENTATIONS, WARRANTIES OR COVENANTS 01" ANY KIND OR CHARACTER
WHATSOEVER, WFIETUER EXPRESS OR. IMPLIED, WITI I RESPECT—TO THE QUALITY
OR CONDITION OF' THE PURCHASED EQUIPMENT,, "THE SUITABILITY OF THE
PURCHASED EQ(JIPMENT FOR ANY AND ALL ACTIVITIES AND USES WHICH THE
CITY MAY CON D(JCTTHEREWITH,COMPLIANCE BYTTIE PURCHASED EQUIPMENT
WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE
GOVERNmEN'TAL AL.)THORITY OR NIERCRANTABit,rry OR FITNESS FOR A
PARTICULAR PURPOSE. The City hereby accepts the Purchased Equipment in its present
condition as represented in this paragraph,
6v Return of Property. On the Termination Date, Waste Connections shall return to
the City al I property belonging to the City then in the possession and control of Waste Connections;
and the City shall return to Waste Connections all property belonging to Waste Connections in the
possession, and control of the City. In addition,to the extent either party identifies property of the
other in their possession and control following the Termination Date, such party shall use
commercially reasonable efforts to retUrt)the other party's property within a reasonable period of
time. Each patty may retain copies of any records or data maintained by either of them tinder the
Services Agreement in accordance with such party's regular record keeping procedures.
Terinination Agreement page 2
7. Remedies. if any party or any pef'SoflS 01- 0-Rities acting on that party's behalf
breaches any of the obligaticnis contained in this Termination! Agreement, the other party may be
irreparably harmed an(] entitled to all legal and equitable remedies available under applicable k'1w,
including, "Jiliout limitation, specific pe rflo rina rice of this Termination Agreement, kninediate
issuance of a temporary restraining order or prefirninary itIjUnctioti enforcing this Termination
Agreement and judgment for daniageS Caused by such breach, Such reniedies shall be cumulative
and not exclusive,
K Modification or Amendment. No anicridment. change, or modification of this
Termination Agreement shall be valid unless in writing signed by the parties hereto, Waiver by
one party hereto of breach of any provision of thisTerinination Agreement by any other shall not
operate or be construed as a continuing waiver-,
9. Successors and Assigns. All provisions of this Terminatk)n Agreement shall be
binding upon and inure to the heneflit of the parties, hereto and their respective successc,)rs, and
assigns.
M Counterparts. This Termination Agreernent may be executed in one or rm,)re
counterparts,each of which shall be deemed' an original, but all of which shall together C0IIStitLItC
one and the same agreement. Counterparts of this Termination Agreement may be: executed by a
party and delivered to the other parties in a"pdr' rile sent to the other parties via email. Photocopies
arid "pdf" Files of any signed counterpart of this, 'lermination,Agreement are effective and. valid (br
any arid all purposes as if they were the original signed copy,
I L Legal Counsel. Each party has been adviscd to sects,separate and independent legal
counsel regarding this, Termination Agreement, and the parties have either had the opportunity to
seek such independent counsel or have waived their opportunity to do so prior to executing this
Ter-rnination Agreement.
12, Entire Agreement; Effect on Other Agreements, This Termination Agreernent
represents the complete agreement of the parties with respect to its subject matter and shall
supersede all previous and contemporaneous negotiations, correspondence, commitments, term
sheets, agreements and Understandings of the parties, oral or written, with respect to the
transactkms contemplated herein.
13, Applicable Law. This Termination AgrecITICra and its validity, construction, and
performance shall be governed by the laws, of the State of Washington without regard to its
conflicts of laws rules.
Isigplature peg-ejbllows.
Terminalion Agreeownt page 3
EXeCLIted and effective as of the date first set forth above,
Waste Connections: City of Port Angeles:
WASTE,CONNECTIONS OF C117Y OF PORT All GELES
WASHINGTON, INC., a non-charter code city of the State of
as Washington corporation Washington
By: BY:
NaTne:;—�- - c &0,t-I Name: J,L, Wc)
Title: Q I tS
Attestation:
ro
By Approved�as to Form:
Ely:
Name: &A.*u ttr4' i If,oCal V—
Its:..
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