HomeMy WebLinkAbout21- Interlocal Agreement - Gallatin Countly Solid Waste Management District - Operation of Convenience Site & Household Hazardous Waste Facility INTERLOCAL SITE LICENSE AGREEMENT FOR OPERATION OF
CONVENIENCE SITE AND HOUSEHOLD HAZARDOUS WASTE FACILITY
AMONG THE GALLATIN COUNTY SOLID WASTE MANAGEMENT
DISTRICT, GALLATIN COUNTY,AND THE CITY OF BOZEMAN
This Interlocal Site License Agreement ("Agreement") for the operation of the
Convenience Site and Household Hazardous Waste Facility located on the City of
Bozeman Landfill property at 2143 Story Mill Road takes effect on the 1ST day of July,
2021,by and among:
GALLATIN COUNTY SOLID WASTE MANAGEMENT DISTRICT (District) , a
special district created by the Board of Gallatin County Commissioners and operating
within Gallatin County, Montana, located at 10585 Two Dog Road, Manhattan, Montana,
59741 and with a mailing address of P.O. Box 461, Three Forks, Montana, 59752; and
GALLATIN COUNTY (County), 311 West Main Street, Room 304, Bozeman,
Montana, 59715, a political subdivision of the State of Montana; and
THE CITY OF BOZEMAN (City), 121 North Rouse, P. O. Box 1230, Bozeman, MT
59771-1230, a self-governing municipality operating pursuant to its Charter and the laws
of the State of Montana;
All collectively referred to herein as "the Parties".
RECITALS
1. Whereas, the Gallatin County Solid Waste Management District (District) was
created on May 20, 2003, by the County to provide structured management of the
Logan Landfill and any future solid waste management systems in the District; to
provide a distinct entity under Montana law with the financial resources to fairly
and properly carry out waste management duties and responsibilities; and to
provide an opportunity to perform alternative methods of collection and disposal
of solid waste, such as recycling and composting (Gallatin County Commission
Resolution 2003-054);
2. Whereas, in the summer of 2007, the District was expanded to include the cities
of Belgrade and Bozeman within its boundaries (Gallatin County Commission
Resolution 2007-089).
3. Whereas, the City owns real property known as the Story Mill Landfill
("Landfill") and the Parties desire the District to continue to operate a
convenience site on the City's property.
4. Whereas, the original Interlocal Agreement governing the City joining the
District provides that the purchase and installation of the Bozeman Convenience
Site (`BCS") (solid waste disposal, composting, and recycling) and a Household
Hazardous Waste Station("HHWS") will be made by the City and will be located
at the Landfill and that the City and District will negotiate a long term agreement
to have the District pay for the operational costs of maintaining the BCS once the
City closes its existing Class II cell. This agreement became effective July 1,
2008. The City purchased the HHWS and it was installed pursuant to the original
Interlocal Agreement.
5. Whereas, the Parties have the authority to enter into this agreement pursuant to
Sections 7-11-101 through 7-11-108, MCA, Resolution 2007-089, and § 75-10-
112(19)MCA.
NOW, THEREFORE, BE IT RESOLVED, in consideration of the foregoing recitals
and the terms contained herein,the Parties agree as follows:
1. Purpose of Interlocal Agreement. The purpose of this Agreement is to establish
the rights and duties of the Parties regarding improvements to the Landfill and
management of the BCS and HHWS.
2. Separate Legal Entity. There shall be no separate legal entity created as a conse-
quence of this Agreement.
3. License. The City hereby grants exclusive permission, revocable and
terminable as provided herein, to the District for the District's use of a portion
of the Landfill real property as shown on Exhibit A (the "Site") for the
operation of the BCS and the HHWS during the period of July 1, 2021
through June 30, 2026, and only on the terms and conditions set forth herein,
which the District promises to comply with and abide by. Such right shall
include the right to use the Site solely for the purposes described herein. The
District agrees to comply with all City ordinances and other rules and regulations
including state and federal law regarding permits and approvals related to activities
conducted on the Site and operations on the Site as well as those of any other
governmental entity having jurisdiction.
4. Title. The District hereby acknowledges the City grants it a license for the use of
the Site and that this license grants a privilege and not an interest in real property
or any claim to the title of the City to the Site and the District agrees never to deny
such title or claim, at any time, or claim any interest or estate of any kind or extent
whatsoever in the Site by virtue of this Agreement or the District's occupancy or
use hereunder. The City may enter the Site at any time to assert its real property
interests or for other purposes which do not unreasonably interfere with the
activities of the District.
Upon termination of this Agreement, title to all permanent improvements on the
Site and on public rights-of-way adjacent to the Site made by the District, if any,
shall vest in the City, free and clear of all debts, liens and encumbrances. All other
improvements of a nonpermanent nature and all trade fixtures, machinery and
furnishings made or installed by the District, including all assets listed at Section 6
(Assets), may be removed from the Site at any time by the District or County
unless such removal will damage the realty and/or permanent improvements of the
Site.
The Parties agree that, as of the date of this Agreement, the only permanent
improvements located at the Site and to which title will vest in the City upon
termination hereof, are the HHWS building and the concretes pad upon which the
HHWS and BCS buildings are located.
5. Operations of the BCS and HHWS.
a. The District, in consultation with the City and County, will determine the
hours of operation, staffing levels, fee schedules, and what items will be
accepted for disposal at the BCS.
b. The District will keep the BCS open a minimum of five days per week, at
least through the spring/summer/fall months whenever practicable,
excluding public holidays.
c. The District will consult with the City prior to any increase of the tipping
fee at the BCS. The parties agree the fee should not discourage people
from using the BCS or HHWS.
d. The City will operate the compost facility (grass and brush 1/4" or less in
diameter) located on the landfill property. The District will collect the
tipping fee from compost customers and will submit 80% of the amount
collected to the City. The remaining 20% will be retained by the District
for their expenses associated with collecting the funds. The funds will be
submitted from the District to the City a minimum of once per quarter.
The District must provide statements to the City reflecting tipping fees
collected for compost services on at least a quarterly basis.
e. The District will collect and maintain in a roll-off box the white
goods/metal located on the Site. The District will arrange for the sale of
the white goods/metal, and will retain all revenue received.
f. The District will operate the HHWS at the Site. The HHWS will be
opened at the Site a minimum of one day per month.
g. The District will accept clean wood waste (brush) from the City free of
charge, as long as the District is operating a clean wood waste collection
program.
h. The District will ensure the land in and adjacent to the BCS will be
adequately maintained, including, but not necessarily limited to: litter
pickup; grass and weed mowing; watering of trees and other vegetation;
grading/graveling/asphalt repair of driving aisles and parking areas; snow
removal.
i. The City will maintain the main driving aisle surfaces from the gate on
Story Mill Road to the clean wood and compost areas, including asphalt
repair and snow removal, as well as the fences and electronic gate on the
landfill site in a manner suitable to the City. If the District desires
additional maintenance, they may do so at their own expense.
j. The District will pay all utility charges related to the BCS and HHWS.
k. If at any time the District abandons the operation of the BCS or HHWS or
terminates this Agreement, the buildings, facility and area will be left in a
well maintained condition, subject to the District's and County's rights of
removal pursuant to Section 4 (Title).
1. The District must ensure its operations comply with best practices for
solid waste handling and management and all state and federal laws.
m. For other than routine facility site maintenance or waste hauling, the
County and District will restrict its employees' access to the BCS to the
times at which the BCS is open to the public, during normal City business
hours. Whenever practicable, the County and District employees and
contractors shall conduct maintenance and repairs, and service equipment
and roll-off containers during normal City business hours. For other than
routine facility site maintenance or waste hauling, the County and District
will advise the City if County or District employees will be on-site during
hours the BCS or HHWS is not open to the public. In the event of an
emergency and/or after-hour alarm responses, and as provided herein,
County and District employees may access the Site outside normal City
business hours
n. City operations may continue within the Landfill property that will require
City employee and contractor access through the main gate. City
employees and contractors not in a city vehicle will be required to stop at
the scale house to advise the scale attendant of their presence for City
business.
o. It shall be understood that the responsibility for protection and safekeeping
of the District and County employees, contractors, equipment, and
materials on or near the Site will be entirely that of the District and
County.
Assets. The City understands the District owns the following assets located at the
Site: the scale house; stationary compactor; portable scale; security camera system;
CAT 305 mini-excavator; roll-off boxes and recycle bins; the storage building; and
all contents located within the HHWS, BCS, and storage buildings including, but
not limited to, the computers, WasteWorks hardware, printers, cash register, tools,
and any other contents in the buildings, with the exception of the City Radio and
Methane Gas Monitoring System located in the scale house. The District will
assume all maintenance and upkeep of all District assets. The District may locate
other nonpermanent property at the BCS and HHWS for day-to-day operations.
7. Indemnification/Insurance. The parties agree that the Bozeman Convenience
Site Indemnity Agreement entered into by the parties in 2008, remains in full force
and effect. For the day to day conduct, action and operations of the District at the
BCS during the term of this agreement, the following indemnity and insurance is
required.
a. To the fullest extent permitted by law, the District recognizing it exercises
its privileges under this Agreement at its own risk, shall release, and shall
protect, defend, indemnify, and hold harmless the City and its agents,
representatives, employees, and officers from and against any and all
claims, demands, actions, fees and costs (including attorney's fees and the
costs and fees of expert witness and consultants), losses, expenses,
liabilities (including liability where activity is inherently or intrinsically
dangerous) or damages of whatever kind or nature connected therewith,
regardless of the cause or causes thereof or the negligence of any party or
parties that the above may be asserted against, recovered from or that may
be suffered by the City and its agents, representatives, employees, and
officers, occasioned by, growing or arising out of or resulting from or in
any way related to: (i) the occupation or use of the Site by the District; (ii)
the negligent, reckless, or intentional misconduct of the District, their
officers, employees, or agents on or related to the Site or use of the Site by
the District; and (iii) any negligent, reckless, or intentional misconduct of
any of the District's guests, invitees, contractors, or subcontractors on or
related to the Site.
b. The District's obligations shall not be construed to negate, abridge, or
reduce other rights or obligations of indemnity that would otherwise exist
as to an indemnitee described in this Section. The indemnification
obligations of this Section must not be construed to negate, abridge, or
reduce any common-law or statutory rights of the indemnitee(s) which
would otherwise exist as to such indemnitee(s).
c. The District's indemnity obligations under this Section shall be without
regard to and without any right to contribution from any insurance
maintained by City.
Should the City and its agents, representatives, employees, and officers
described herein be required to bring an action against the District to assert
its right to defense or indemnification under this Agreement, the City and
its agents, representatives, employees, and officers shall be entitled to
recover reasonable costs and attorney fees incurred in asserting its right to
indemnification or defense but only if a court of competent jurisdiction
determines the District was obligated to defend the claim(s) or were
obligated to indemnify the City and its agents, representatives, employees,
and officers for a claim, demand, action, etc. or any portion(s)thereof.
In the event of an action filed against the City resulting from the District's
performance under this Agreement, the City may elect to represent itself
and incur all costs and expenses of suit.
The District shall include in all its contracts, agreements, work order,
services orders or any other written or oral request for work on the Site
wherein such work or actions occurs in any part on the Site that any such
contractor, person or entity performing any such work on the Site fully
release the City and its agents, representatives, employees, and officers in
writing to the same extent and under the same terms and conditions as the
District is required pursuant to this Agreement and waive all claims of any
kind or nature against the City and its agents, representatives, employees,
and officers to the same extent as the District is required pursuant to this
Agreement. The City and its agents, representatives, employees, and
officers may require the District to provide evidence that any of the
District's contractors or persons or entities conducting work on the Site
have provided such written release and waiver.
d. In addition to and independent from subsection (a), above, during the term
of this Agreement, the District or the County shall, at their expense,
maintain those insurances as set forth below through an insurance
company or companies duly licensed and authorized to conduct business
in Montana with a Best's rating of no less than A- which insures the
liabilities and obligations specifically assumed by Licensees in subsection
(a) of this Section. The insurance coverage shall not contain any exclusion
for liabilities specifically assumed by the District in subsection (a) of this
Section nor for any of the District's activities on the Site.
e. The District or County must ensure such required insurance coverage is
timely renewed so that there is no lapse in coverage during the time such
insurance must remain in place. The District or County shall notify the
City within two (2) business days of the District's or County's receipt of
notice that any required insurance coverage will be terminated or the
District's or County's decision to terminate any required insurance
coverage for any reason.
The insurance and required endorsements must be in a form suitable to the
City.
The District or County must obtain the following type of insurance in the
amount indicated:
• Workers' Compensation—not less than statutory limits;
• Employers' Liability - $1,000,000 each accident/$1,000,000
disease policy limit/$1,000,000 disease—each employee
• Commercial General Liability - $1,000,000 per occurrence;
$3,000,000 annual aggregate for bodily injury and property
damage;
• Pollution Coverage: Pollution coverage maintained by the
District must not have any exclusions for the activities of the
District at the Site. The coverage must cover the Site and all
activities performed by the District at the Site. Coverage limits
must exceed the limits listed above for Commercial General
Liability. Pollution coverage must be provided by the District
to the City on an annual basis.
The City, its officers, agents, and employees, must be endorsed as an
additional or named insured on a primary non-contributory basis on the
County's Commercial General Liability policy and District's Pollution
policy.
8. Rent. Unless the District requests to expand its use of the Site or requests to
expand the services it provides, the City will not charge rent for the use of the Site.
9. Term. This Agreement is effective for a five (5) year term commencing on July 1,
2020 until June 30, 2025, unless terminated upon notice in writing given by either
party to the other of not less than thirty (30) days prior to the end of the term,
unless sooner terminated as herein provided.
10.Non-discrimination. The County and District shall not discriminate in the
fulfillment of this Agreement on the basis of race, color, religion, creed, sex, age,
marital status, national origin, or actual or perceived sexual orientation, gender
identity or disability. The District shall require these nondiscrimination terms of its
sub-contractors, if any,providing services under this agreement.
11. Protection & Safekeeping of Property. It shall be understood that the
responsibility for protection and safekeeping of persons, equipment, and materials
on or near the Site will be entirely that of the County and District.
12. Termination.
a. If any party fails to comply with any condition of this Agreement at the
time or in the manner provided for, a non-breaching party may, at its
option, terminate this Agreement and be released from all obligations if
default is not cured within thirty (30) calendar days after written notice of
the default is provided to the breaching party. Said notice shall set forth
the items to be cured. Notices shall be provided in writing and hand-
delivered or mailed to the parties at the addresses set forth in the first
paragraph of this Agreement and by email to the Parties' Representatives.
Failure of the District to cure any default shall result in an order by the
City's Representative for the District to cause removal of all personal
property from the Site immediately.
The District agrees that cessation of activities on the Site for a consecutive
period of thirty (30) days or more during the Term may result in
termination of this Agreement and the license it authorizes and as such the
District agrees the City may order the District to vacate the Site within
five(5)business days of written notice for cessation of activities.
b. Any party may terminate this Agreement, at their sole option, upon ninety
(90) days prior written notice to the other parties. Upon termination, the
District must remove their equipment and improvements, and will restore
the Site to substantially the condition existing as of the commencement
date of its occupation of the Site, normal wear and tear excepted.
13. Representatives.
a. City Representative. The City Representative for the purpose of this
Agreement shall be Kevin Handelin, Superintendent of the City's Solid
Waste Division or his successor or designee. Whenever approval or
authorization from or communication or submission to City is required by
this Agreement, such communication or submission shall be directed to
the City's Representative and approvals or authorizations shall be issued
only by such Representative; provided, however, that in exigent
circumstances when City's Representative is not available, the District
may direct its communication or submission to other City personnel or
agents and may receive approvals or authorization from such persons.
b. District Representative. The District's Representative for the purpose of
this Agreement shall be Jim Simon or his successor or designee.
Whenever direction to or communication with District is required by this
Agreement, such direction or communication shall be directed to District's
Representative; provided, however, that in exigent circumstances when
District's Representative is not available, the city may direct its direction
or communication to other designated District personnel.
14. Permits. In operating the BCS and HHWS, the District shall provide all notices,
comply with all applicable federal, state, and local laws, ordinances, rules, and
regulations, obtain all necessary permits, licenses, and inspections from applicable
governmental authorities, and pay all fees and charges in connection therewith.
Notwithstanding anything in the foregoing sentence to the contrary, neither the
District nor the County are responsible for the licensing requirements or fees
relating to the City's Solid Waste License..
15.Intoxicants; DOT Drug and Alcohol Regulations. The District and County
shall not permit or allow the introduction or use of any intoxicants, including
alcohol or illegal drugs,upon the Site. The District and County acknowledge they
are aware of and shall comply with their responsibilities and obligations under the
U.S. Department of Transportation (DOT) regulations governing anti-drug and
alcohol misuse prevention plans and related testing. The City shall have the right
to request proof of such compliance and the District and County shall be obligated
to furnish such proof. The City may order removal from the Site of any employee
or agent of the District or County, or any of its subcontractors for use of
controlled substances and alcohol on the Site.
16. Liens and Encumbrances. The District shall not permit any liens or
encumbrances to be filed on the Site related to the District's use of the Site or the
operation of the BCS or the HHWS. Prior to any termination or expiration of this
Agreement, or upon the City's request, the District shall furnish the City with
satisfactory proof that there are no outstanding liens or encumbrances in
connection with the District's use of the Site. The District must cure any
outstanding liens or encumbrances.
17.Dispute Resolution. Any claim, controversy, or dispute between the Parties, their
agents, employees, or representatives shall be resolved first by negotiation
between senior-level personnel from each party duly authorized to execute
settlement agreements. Upon mutual agreement of the Parties, the Parties may
invite an independent, disinterested mediator to assist in the negotiated settlement
discussions. If the Parties are unable to resolve the dispute within thirty (30) days
from the date the dispute was first raised, then such dispute may be resolved in a
court of competent jurisdiction in compliance with the Applicable Law provisions
of this Agreement.
18. Survival. The indemnification obligations of Section 7 shall survive the
termination or expiration of this Agreement for the maximum period allowed
under law.
19. Headings. The headings used in this Agreement are for convenience only and are
not be construed as a part of the Agreement or as a limitation on the scope of the
particular paragraphs to which they refer.
20. Waiver. A waiver by any party of any default or breach by another party of any
covenants, terms, or conditions of this Agreement does not limit the non-
defaulting or non-breaching party's right to enforce such covenants, terms, or
conditions or to pursue the non-defaulting or non-breaching party's rights in the
event of any subsequent default or breach.
21. Severability. If any portion of this Agreement is held to be void or
unenforceable,the balance thereof shall continue in effect.
22.Applicable Law. The Parties agree that this Agreement is governed in all
respects by the laws of the State of Montana.
23. Binding Effect. This Agreement is binding upon and inures to the benefit of the
heirs, legal representatives, successors, and assigns of the Parties.
24.No Third-Party Beneficiary. This Agreement is for the exclusive benefit of the
Parties, does not constitute a third-party beneficiary agreement, and may not be
relied upon or enforced by a third party.
25. Counterparts. This Agreement may be executed in counterparts, which together
constitute one instrument.
26.Authority. Each party represents that it has full power and authority to enter into
and perform this Agreement and the person signing this Agreement on behalf of
each party has been properly authorized and empowered to sign this Agreement.
27.Independent Contractor. The Parties agree and acknowledge that in the
performance of this Agreement, neither the County nor the District shall be
considered an agent, representative, subcontractor, or employee of the City. The
parties further agree that all individuals and companies retained by the County or
District at all times will be considered the agents, employees, or independent
contractors of the County or District and at no time will they be the employees,
agents, or representatives of the City for any purpose including worker's
compensation. County and District employees are not authorized to represent the
City or otherwise bind the City in any dealings between the County or District and
any third parties.
28. Inteiration. This Agreement constitutes the entire agreement of the Parties.
Covenants or representations not contained therein or made a part thereof by
reference, are not binding upon the parties. There are no understandings between
the Parties other than as set forth in this Agreement. All communications, either
verbal or written, made prior to the date of this Agreement are hereby abrogated
and withdrawn unless specifically made a part of this Agreement by reference.
29.Recordation. The District shall record this Agreement with the Gallatin County
Clerk and Recorder and Montana Secretary of State as required by Section 7-11-
107, MCA and provide a recorded copy to the Bozeman City Clerk.
# End of Agreement except for signatures###########
PATRICIA J HOWARD
G\A Hp1,,.
�Q. Notary Public GALLATIN SOLID WASTE
ae.'NOTARiA�•90 Residing for the State of Montana (,MA AGEMEN DISTRICT
;N�;.SEAL.�Q= Three Forks, Moo
ntana
My Commission Expires:
OF October 6,2024 i
e Hanson, Chair District Board of
Directors
ATTEST:
Patricia Howar tstrict Board Liaison
GALLATIN COUNTY, MONTANA
Scott MacFarlane, Chair
Board of Gallatin County Commissioners
ATTEST:
Eric Semerad, Gallatin County Clerk&Recorder
CITY OF BOZEMAN, MONT A
�• Lich, City Manager
ATTEST: U• ,
Mike Maas,City Clerk RT
r o• '
Appro ed as to f
g llivan, City Attorney
Bozeman Convenience Site Exhibit A
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Convenience Site Location
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