HomeMy WebLinkAboutDoc 027 - Landfill Gas to Energy Project AgrmtDeschutes County Board of Commissioners
1300 NW Wall St., Suite 200, Bend, OR 97701-1960
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AGENDA REQUEST & STAFF REPORT
For Board Business Meeting of January 29, 2014
DATE: January 22,2014.
FROM: Timm Schimke Solid Waste 317-3177
TITLE OF AGENDA ITEM:
Consideration of Signature of Document No. 2014-027 a contract for development of a Landfill Gas to
Energy Project at Knott Landfill
PUBLIC HEARING ON THIS DATE? INo
BACKGROUND AND POLICY IMPLICATIONS:
Waste to Energy Group (WTEG) has submitted an unsolicited proposal to deveolop a landfill gas to
energy project at Knott Landfill. The proposed project includes the use of a patented technology to
enhance gas production which is critical for any project to be successful at Knott Landfill due to its
relatively small size and arid climate. The current landfill gas production at the site will not support
such a project. The proposed project requies no fiscal contribution from the County and provides
payment for the use of the landfill gas. This agreement is being entered into as a sole source
procurement in accordance with ORS 279B.075, OAR 137-047-275 , and DCC 2.39.040C. Proper
notification has been published and the period for receiving comments or protests has lapsed with none
received.
FISCAL IMPLICATIONS:
There is no cost to the County associated with this project. the County will receive a royalty payment
for gas that is estimated to be a minimum of $240,000 per year once the system is fully functioning.
RECOMMENDATION & ACTION REQUESTED:
The Deprtment of Solid Waste has conducted an extensive due diligence process including public
meetings and a third party review conducted by HDR Engineers. The agreement is very favorable to
the County and has been written to mitigate any risk exposure to the County. I recommend signature of
Document No. 2014-027
ATTENDANCE: Timm Schimke
DISTRIBUTION OF DOCUMENTS:
Return to Solid Waste for Distribution.
DESCHUTES COUNTY DOCUMENT SUMMARY
(NOTE: This form is required to be submitted with ALL contracts and other agreements. regardless of whether the document is to be
on a Board agenda or can be signed by the County Administrator or Department Director. If the document is to be on a Board
agenda, the Agenda Request Form is also required. If this form is not induded with the document. the document will be returned to
the Department. Please submit documents to the Board Secretary for tracking purposes, and not direcUy to Legal Counsel, the
County Administrator or the CommiSSioners. In addition to submitting this form with your documents, please submit this form
electronically to the Board Secretary.)
Please complete all sections above the Official Review line.
Date: Qanuary 22, 20141 Department: [Solid Wast~
Contractor/Supplier/Consultant Name: /Waste To Energy Group, LLC.I
Contractor Contact: IRandy LUtzj Contractor Phone #: 1949-274j
~
Type of Document: Services agreement.
Goods and/or Services: Contractor will supply all capital, equipment and labor to
develop a landfill gas to energy project at Knott Landfill. The project will inject steam
into the landfill in a controlled fashion in order to enhance gas production. The gas will
then be collected, cleaned and converted into liquid fuel products. The agreement
provides a lease of a portion of the landfill property and access to the landfill gas in
restricted areas of the landfill to the contractor. In exchange, the County will receive a
payment for use of the gas equal to $20,000 per month or 4% of the gross revenues
from the project.
Background & History: Waste to Energy Group (WTEG) has submitted an
unsolicited proposal to deveolop a landfill gas to energy project at Knott Landfill. The
proposed project includes the use of a patented technology to enhance gas production
which is critical for any project to be successful at Knott Landfill due to its relatively
small size and arid climate. The current landfill gas production at the site will not
support such a project. The proposed project requies no fiscal contribution from the
County and provides payment for the use of the landfill gas. This agreement is being
entered into as a sole source procurement in accordance with ORS 279B.075,
OAR137-047-275, and DCC 2.39.040C. Proper notification has been published and the
period for receiving comments or protests has lapsed with none received. The
Deprtment of Solid Waste has conducted an extensive due diligence process including
public meetings and a third party review conducted by HDR Engineers ...
Agreement Starting Date: Qanuary 29, 20141 Ending Date: IDecembeij
@1, 202ij
Annual Value or Total Payment: INo cost incurred by County,1
D Insurance Certificate Received check box
Insurance Expiration Date: 0 be submitted
Check all that apply:
D RFP, Solicitation or Bid Process
D Informal quotes «$150K)
1I22/2014
~ Exempt from RFP, Solicitation or Bid Process (specify -see DCC §2.37)
Funding Source: (Included in current budget? ~ Yes D No
If No, has budget amendment been submitted? DYes D No
Is this a Grant Agreement providing revenue to the County? DYes D No
Special conditions attached to this grant:
Deadlines for reporting to the grantor:
If a new FTE will be hired with grant funds, confirm that Personnel has been notified that
it is a grant-funded position so that this will be noted in the offer letter: DYes D No
Contact information for the person responsible for grant compliance:
Name:
Phone #:
L-l_----'
Departmental Contact and Title: Timm Schimke, Director of Solid Waste
Phone #: 317-3177
Department Director Approval: ___________
Signature Date
Distribution of Document: Return to Solid Waste Dept for distribution.
Official Review:
County Signature Required (check one): 0 BOCC 0 Department Director (if <$25K)
o Administrator (if >$25K but <$150K; if >$150K, BOCC Order No. ____-J)
Legal Review Date
Document Number __
1122/2014
1
DESCHUTES COUNTY SERVICES AGREEMENT
AGREEMENT NO. 2014-027
This Agreement is between DESCHUTES COUNTY, a political subdivision, acting by and through the Waste
Management Department (County) and Waste to Energy Group, LLC (Contractor). The parties agree as follows:
Effective Date and Termination Date. The effective date of this Agreement shall be the last date on which each party
has signed. Unless extended or terminated earlier in accordance with its terms, this Agreement shall terminate in no less
than 15 years. Provided Contractor is performing in accordance with this Agreement to County’s reasonable satisfaction, the
County may extend the term of this Agreement for up to two additional five-year increments, by giving written notice to
Contractor and receiving within 30 days of such notice Contractor’s written acceptance. If in County’s sole discretion County
decides that this Agreement will not be extended for either five-year increment, County shall so notifyContractor in writing not
less than one year prior to the scheduled termination date. This Agreement may be further extended by mutual agreement.
Termination of this Agreement shall not extinguish or prejudice either Party’s right to enforce this Agreement with respect to
any default or breach by the other Party that has not been cured or waived.
Statement of Work. Contractor shall perform the work described in Exhibit 1.
Revenue Participation Fee. Contractor agrees to pay the County in accordance with Exhibit 2.
Agreement Documents. This Agreement includes Page 1-12 and Exhibits 1, 2, 3, 4, 5, 6, 7 and 8.
PROJECT DESCRIPTION
The proposed County Knott Landfill (Landfill) Stabilization System (System) utilizes a proprietary patented steam injection
technology to process the organic waste contained in the County’s Knott Landfill Site. This agreement pertains only to
Phase 1 described below (the “System”). Phases 2 and 3 are described below and represent possible future applications,
that, if authorized by County would be subject to approval by County and the Oregon Department of Environmental
Quality (DEQ).
Phase 1 – Lined Portion of Landfill. Contractor will conduct at Contractor’s expense a Piezo-Penetrometer Test (Test)
concentrating on the lined portions of the Knott Landfill. Such Test results will provide a profile and map of landfill
contents, identify depth of refuse, gas plumes, perched liquids, pressure zones, cover layers and vacuum influence .
Utilizing this information, the Contractor shall determine whether to proceed with construction of the System. If Contractor
decides to proceed with construction, Contractor shall obtain all required permits (and satisfy any regulatory
requirements), obtain project financing, design, construct, install, operate and maintain the System in the lined portion
only of the Landfill. The objective is to efficiently collect and convert the Landfill Gas (LFG) into marketable energy or fuel
products. A more precise description of Phase 1 is set forth in Exhibit 1, attached hereto and incorporated by reference.
Phase 2 – Demolition Landfill. Subject to County and DEQ approval, the Contractor will determine the viability of
installing the System on the County’s Demolition landfill and subject to County approval and the Parties’ negotiation of a
contract, Contractor will obtain all required permits, obtain project financing, design, construct, install, operate and
maintain the steam injection System at the Demolition Landfill in accordance with all regulatory requirements.
Phase 3 – Unlined Portion of the Landfill. Subject to County and DEQ approval the Contractor will determine the
viability of installing the System on the unlined portion of Knott Landfill and subject to County approval and the Parties’
negotiation of a contract, Contractor will obtain all required permits, obtain project financing, design, construct, install,
operate and maintain the steam injection System from the unlined portion of Knott Landfill.
For Recording Stamp Only
REVIEWED
______________
LEGAL COUNSEL
2
Phases 2 and 3 of the System will only be implemented upon approval of one or more new agreements between the Parties.
Proceeding with Phase 2 or Phase 3 is entirely voluntary and a decision to proceed with one shall not obligate either Party t o
proceed with the remaining phase.
CONTRACTOR DATA AND SIGNATURE
Contractor Address:
Federal Tax ID# or Social Security #:_______________________
Is Contractor a nonresident alien? Yes X No
Business Designation (check one):
X Corporation-for profit
Sole Proprietorship
Corporation-non-profit
Partnership
Other, describe
A Federal tax ID number or Social Security number is required to be provided by the Contractor and shall be used for the
administration of state, federal and local tax laws. Payment information shall be reported to the Internal Revenue Service
under the name and Federal tax ID number or, if none, the Social Security number provided above.
I have read this Agreement including the attached Exhibits. I understand this Agreement and agree to be bound
by its terms. NOTE: Contractor shall also sign all applicable Exhibits.
WASTE TO ENERGY GROUP, LLC.
__________________________________________ CEO_____________________________
Signature Title
Lawrence R. Lutz____________________________ _________________________________
Name (please print) Date
DESCHUTES COUNTY
Dated this ______ of __________________, 2014
DESCHUTES COUNTY DEPARTMENT OF SOLID
WASTE
__________________________________
Timm Schimke
Director
Dated this ______ of __________________, 2014
________________________________________
TAMMY BANEY, Chair
________________________________________
ANTHONY DEBONE, Vice Chair
________________________________________
ALAN UNGER, Commissioner
3
STANDARD TERMS AND CONDITIONS
1. Definitions. The definitions utilized in this Agreement are as follows:
a. Acceptance of System – After the Start-Up Period, Contractor shall demonstrate to the satisfaction of
all regulatory agencies, including the DEQ, System compliance with all permits and conditions. The
Contractor shall also demonstrate to the County over at least 10 continuous days of operations that the
System meets all conditions of this Agreement, including without limitation that the System is able to
produce a marketable gas commodity that will satisfy County compensation requirements and will not
result in damage to the Landfill, its equipment, structures, and ground water or negatively impact normal
operations of the Landfill.
b. Agreement Term –15 years from the execution of this Agreement, together with optional extensions, as
provided in this Agreement.
c. Breach – An act or omission that fails to satisfy the requirements of this Agreement which the
responsible Party has failed to cure within the timeframe set forth in the other Party’s notice. For any
breach that has not been cured and constitutes default the non Breaching Party may in its sole
discretion either extend the Cure Period or Terminate the Agreement.
d. Commercial Operations Date – The date that the System commences full commercial operations
through Acceptance of System by the County and shall be no later than 18 months after the effective date
of this Agreement. Failure to achieve full commercial operation within 18 months will be considered a
breach of the agreement.
e. Contractor – Waste to Energy Group, LLC., a California limited liability corporation.
f. County –DESCHUTES COUNTY, a political subdivision of the State of Oregon, acting by and through
the Solid Waste Department
g. County Compensation – The amount County is entitled to receive as compensation for Contractor’s
sales of Project gas and other products. It also includes all Carbon Credits which may be obtained from
operation of the System. A more precise description of County Compensation is set forth in Exhibit 2,
attached hereto and incorporated herein.
h. Cure Period – Is a period of not more than thirty (30) days after written notice of breach from one Party
to the other in which the breaching Party must correct any issues and that their failure to do so would
result in Default. The period may be extended if the breaching Party demonstrates reasonable diligence
to correct any issues resulting in Default which cannot be corrected within 30 days .
i. Day – a calendar day of 24 hours beginning at 12:00 am. local time.
j. DEQ – The Oregon Department of Environmental Quality.
k. Landfill –Deschutes County’s Knott Landfill. Also referred to herein as “site” and more specifically
described on Exhibit 7, attached hereto and incorporated herein.
l. LFG – Landfill gas, primarily methane.
m. NSPS - New Source Performance Standards as defined by the US Environmental Protection Agency in
40 CFR part 60 and adopted by the State of Oregon in OAR 340.238.0060
n. Party or Parties –County and the Contractor.
o. Start-Up Period – Period from when System is installed and begins operation until written Acceptance
of System by County.
p. System – Is defined as the Phase 1 portion described in the project description included in this
Agreement. It does not include Phases 2 or 3, except by separate Agreement.
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q. Termination or Terminate – The expiration of the contract term or an action taken by a Party when the
other Party is in default of this Agreement.
2. Time is of the Essence. Time is of the essence in the performance of this Contract.
3. Compensation. Contractor shall pay County a fee (hereinafter called “County Compensation”) under this
Agreement in the amounts and manner set forth in Exhibit 2.
4. Delegation, Subcontracts and Assignment. Both parties recognize that a material inducement to
County’s entering this Agreement is that Contractor’s principal and managing member is Lawrence Lutz.
The transfer of Contractor’s interest or a change in Contractor’s business structure will be deemed a default
in this agreement unless it satisfies one of the following circumstances: (a) to another limited liability
company of which Contractor or Contractor’s President, Lawrence Lutz is managing member; or (b) in an
open market transaction or stock sale of shares in a publicly held company, provided that Lawrence Lutz
maintains majority share ownership in the resulting public entity. Contractor shall have a continuing duty to
keep County fully apprised in writing of any material changes in the Contractor’s business structure and/or
status. Except as otherwise provided herein, any delegation, subcontract, assignment, sale or transfer of
Contractor’s assets or this Agreement without County’s prior written consent shall constitute a breach of this
contract.
5. No Third Party Beneficiaries.
a. County and Contractor are the only parties to this Agreement and are the only parties entitled to enforce
its terms.
b. Nothing in this Agreement gives or provides any benefit or right, whether directly, indirectly, or
otherwise, to third persons unless such third persons are individually identified by name in this
Agreement and expressly described as intended beneficiaries of this Contract.
6. Successors in Interest. The provisions of this Agreement shall be binding upon and inure to the benefit of
the parties and their successors and approved assigns, if any.
7. Schedules.
a. Milestone Schedule. Within sixty (60) days of execution of this Agreement, Contractor shall prepare and
submit for County review and approval a Milestone Schedule, including without limitation the expected
timeframe for permitting, finance, development, construction and operations to meet the Commercial
Operations Date. The Milestone Schedule shall detail all steps to implement the System and be updated
monthly with a copy of the updated milestone schedule provided to the County for review of Contractor’s
progress.
b. Operations Schedule. Within 60 days after Commercial Operations Date Contractor shall prepare and
submit for County review and approval an Operations Schedule, including without limitation the
timeframe for production, marketing, shipping/distribution, maintenance and funding.
8. Contractor’s Default.
a. Contractor shall be in breach if Contractor fails to obtain required permits, test, satisfy permit
requirements, develop, construct, operate, maintain the System, satisfy the Commercial Operations
Date or otherwise fail to satisfy any provision of this Agreement. After successfully achieving
Commercial Operation, Contractor shall also be in breach of this Agreement if for any 7-day continuous
operating period, other than for previously noticed, scheduled maintenance, Contractor fails to operate
the System.
b. The County reserves the right to suspend operation of the System at any time if, in the County’s
judgment the System operation poses a significant threat to human health or the environment.
Suspension under these circumstances shall be deemed a breach of this Agreement by Contractor.
c. Contractor shall be in breach for failure to continuously satisfy any other condition or requirement of any
permit issued by DEQ or of this Agreement
d. The Contractor shall correct any condition giving rise to a breach within 30 days or demonstrate
reasonable diligence to correct any issues resulting in Default which cannot be corrected within 30 days
(Cure Period) after written notice thereof from County. If Contractor causes or allows three or more
5
conditions giving rise to a breach within a rolling 12-month period or if Contractor fails to cure a breach
within the Cure Period, the Contractor shall be deemed in default of this Agreement. Contractor’s
default shall be considered sufficient cause for County to terminate this Agreement.
e. County may expressly acknowledge and waive any Contractor breach or default, provided however, any
waiver shall not be bind the County to waive any future breach or default.
9. Early Termination. This Agreement may be terminated as follows:
a. Mutual Consent. County and Contractor, by mutual written agreement, may terminate this Agreement at
any time.
b. For Cause. County or Contractor may terminate this Agreement upon delivery of written notice to the
other Party or at such later date as may be established by the terminating Party, under any of the following
conditions:
1) If state laws, regulations or guidelines are modified, changed or interpreted in such a way that the
operation of the System is no longer allowable or appropriate under this Agreement.
2) In the event Compensation Payments to the County are not timely paid to the County.
3) If any license or permit required by law or regulation and necessary for the lawful operation of the
System to be held by the Contractor to provide the services required by this Agreement is for any
reason denied, revoked, suspended, not renewed or changed in such a way that the Contractor no
longer meets requirements for such license or permit.
c. Contractor’s Uncured Default. The County, by written notice to the Contractor, may terminate the whole or
any part of this Agreement under any of the following conditions:
1) If the Contractor fails to operate the System or provide Compensation Payments called for by this
Agreement within the time specified or any extension thereof.
2) Contractor institutes or has instituted against it insolvency, receivership , bankruptcy proceedings,
makes an assignment for the benefit of creditors, or ceases doing business on a regular basis.
3) Any unexcused default pursuant to Section 8 of this Agreement.
d. County Default or Breach.
1) Contractor may terminate this Agreement in the event of a Breach of this Agreement by the County.
Prior to such termination, the Contractor shall give to the County written notice of the breach and
intent to terminate.
2) If the County has not entirely cured the breach or taken reasonable steps to do so within 30
calendar days of the date Contractor provides notice to County, then the Contractor may terminate
this Agreement at any time thereafter by giving notice of termination.
e Suspend or Terminate Subject to the requirements for written notice, Contractor and County through
mutual consent may suspend or terminate the System for any of the following:
1) Commercial Unviability of the System. If, (i) through Contractor’s investigation of the actual conditions
of the site, (ii) efforts to obtain permits and approvals or satisfy permit conditions, obtain financing, or
market System products, or (iii) any other reasons, Contractor determines that the System cannot be
feasibly permitted, financed, constructed or operated, Contractor and County through mutual consent
may suspend System development, construction or operations.
2) If the initial studies and tests performed by Contractor indicate that the production and characteristics
of LFG from the Landfill is inadequate to operate a commercially viable System or the composition of
the gas changes to where it is no longer feasible to operate the System or market prices drop below the
amount needed for economic viability, Contractor and County through mutual consent may Suspend or
Terminate this agreement. If this occurs, Contractor will be responsible for providing documentation to
the County’s satisfaction to demonstrate that the System is not economically viable. County or its
designee shall be entitled to review Contractor’s documentation before making this determination.
Nothing contained herein shall be construed as authorizing Contractor to suspend or terminate
operation of the System without County’s express approval.
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3) In the event that Contractor and County through mutual consent suspends or terminates under this
subsection 9e, Contractor shall prepare and submit a report documenting justification for this early
termination. Thereafter the Parties shall proceed as set forth in Sections 11 and 12 on Early
Termination.
10. Remedies. In the event of Default of this Agreement the Parties shall have the following remedies:
a. Termination under subparagraphs 9 a. through 9c. of this Agreement shall be without prejudice to any
obligations or liabilities of either party already reasonably incurred prior to such termination.
1) Contractor shall not incur obligations or liabilities after Contractor receives County’s written notice of
Termination (if Contractor fails to correct a condition giving rise to breach within the Cure Period).
2) Additionally, neither Party shall be liable to the other Party for any indirect, incidental or
consequential damages arising solely from the Termination of this Agreement in accordance with its
terms.
b. If County terminates the Agreement pursuant to subparagraph 9c, County may pursue any remedies
available at law or in equity. Such remedies may include, but are not limited to, actual damages, costs
incurred to correct any safety or health conditions, staff costs incurred in responding to any regulatory
agency and costs of correcting any environmental contamination arising from the condition giving rise to
the breach.
c. Neither County nor Contractor shall be held responsible for delay or default caused by fire, civil unrest,
labor unrest, riot, unavailability of critical parts or supplies, changes in regulations, acts of God, or war
where such cause was beyond reasonable control of County or Contractor, respectively; however,
Contractor shall make all reasonable efforts to remove or eliminate such a cause of delay or default and
shall, upon the cessation of the cause, diligently pursue performance of its obligations under this
Contract. For any delay in performance as a result of the events described in this subparagraph,
Contractor shall be entitled to additional reasonable time for performance that shall be set forth in an
amendment to this Contract.
d. The passage of this Agreement expiration date shall not extinguish or prejudice the County’s or
Contractor’s right to enforce this Agreement with respect to any default or defect in performance that
has not been cured.
e. County’s remedies are cumulative to the extent the remedies are not inconsistent, and County may
pursue any remedy or remedies singly, collectively, successively or in any order whatsoever.
11. Payment on Early Termination. Upon termination pursuant to paragraph 9, except for Termination due to
County default or breach as described in subsection 9d above, Contractor shall make all payments due to
County up to the date of Termination, within sixty (60) days of the termination date.
12. Contractor’s Tender upon Termination.
a. Upon Termination of this Contract, Contractor shall immediately cease all activities under this
Agreement unless County expressly directs otherwise in the notice of Termination. Contractor shall at
Contractor’s sole cost and expense promptly remove the System from the site, including any stored
materials and products and restore the Site to its original condition, normal wear and tear excepted. To
limit County’s exposure under Termination, Contractor shall store no more than 20,000 gallons of liquid
fuel product on Site. No later than the Commercial Operations Date, Contractor shall post and maintain
throughout the Term, a bond in an amount not less than $100,000 to ensure Contractor’s proper and
timely removal of the System and Product and site restoration upon termination of the Agreement. Prior
to Contractor making any substantial change to the System, including without limitation the technology
or its capacity, Contractor shall notify County at least 90 days in advance and the Parties shall negotiate
a modification in the bond to reflect the anticipated cost of removal of the modified system and
restoration of the site. If the parties are unable to reach agreement on the bond amount, they shall
submit the matter to alternative dispute resolution pursuant to Section 32.
b. Upon Termination the System will be decommissioned. All hardware related to the steam process and
the power plant remains the property of Contractor. Contractor shall be responsible for the cost of
removal of the equipment offsite.
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13. Work Standard.
a. Contractor shall be solely responsible for and shall have control over the means, methods, techniques,
sequences and procedures of performing the work, subject to the requirements of this Agreement and
shall be solely responsible for the errors and omissions of its employees, subcontractors and agents.
b. For goods and services to be provided under this contract, Contractor agrees to:
1) perform the work in a good, workmanlike, and timely manner using the schedule, materials, plans
and specifications approved by County;
2) comply with all applicable regulatory and legal requirements;
3) comply with all programs, directives, and instructions of County relating to safety, storage of
equipment, materials or product, although County’s exercise of this right shall not be relieve
Contractor of responsibility for safety and proper storage of equipment, materials and product;
4) take all precautions necessary to protect the safety of all persons at or near County’s or
Contractor’s facilities, including employees of Contractor, County and any other contractors or
subcontractors and to protect the work and all other property against damage.
5) warrant that none of the tests, nor development, construction or operation of the System will cause
any detriment to the physical Landfill, groundwater or the ability for the County to operate the
Landfill as in normal operating conditions.
6) warrant that Contractor shall not violate any permit condition through construction or operation of
the System. If Contractor triggers any revisions to the County’s Title 5 (DEQ) permit, the Contractor
shall be responsible for all costs and fees.
7) warrant that Contractor will be compliant with New Source Performance Standards (NSPS)
regulatory criteria as applicable to the System.
8) warrant keeping all regulatory compliant infrastructure in place after Termination and until proper
decommissioning.
9) warrant that in the event Contractor’s System or any component thereof is determined to be third
party intellectual property, Contractor shall secure on the County’s behalf an irrevocable, non-
exclusive, perpetual, royalty-free license to use the third party intellectual property.
10) that the primary LFG management goals of the County are to control migration of emissions both at
the surface and off site, as well as odors and that Contractor may need to modify operations to
address these County goals.
11) Contractor shall confine operations at the Landfill, including materials and equipment to areas and
times that will not unreasonably encumber or interfere with the operation of the Landfill.
14. Drugs and Alcohol. Contractor shall adhere to and enforce a zero tolerance policy for the use of alcohol
and the unlawful selling, possession or use of controlled substances while performing work under this
Contract.
15. Insurance. Contractor shall provide insurance in accordance with Exhibit 3 attached hereto and
incorporated by reference herein.
16. Operating Staff Experience. For any operational activity of the System, Contractor shall only use staff and
management personnel experienced in normal landfill operating proceedures, including daily fill operations,
and operations of the gas and leachate control systems as well as the required Landfill (DEQ) permit
conditions. Staff and management personnel shall also have a full understanding of the physical
components of the Landfill such as liners, covers, caps, and gas and leachate control systems. County may
require Contractor to remove from the site any Contractor personnel who fail to satisfy the requirements of
this section.
17. Criminal Background Investigations. Contractor understands that Contractor and Contractor’s employees
and agents are subject to periodic criminal background investigations by County and, if such investigations
disclose criminal activity not disclosed by Contractor, such non-disclosure shall constitute a Breach of this
Agreement.
18. Confidentiality. Contractor shall maintain confidentiality of information obtained pursuant to this Agreement
as follows:
8
a. Contractor shall not use, release or disclose any information concerning any employee, client, applicant
or person doing business with the County for any purpose not directly connected with the administration
of County's or the Contractor's responsibilities under this Agreement except upon written consent of the
County, and if applicable, the employee, client, applicant or person.
19. Reports. Contractor shall provide County with periodic reports at the frequency (but not less than annually)
and with the information prescribed by County. Further, at any time, County has the right to demand
adequate assurances that the System operated by Contractor shall be in accordance with applicable
regulations and this Agreement. Such assurances provided by Contractor shall be supported by
documentation in Contractor’s possession from third parties. Contractor shall provide the following
information in its report: marketing plan, System performance, market pricing and trends, scaling and
measurement of product volume, product revenue and any other System revenues. Contractor may submit
such material in confidence and County shall endeavor to maintain confidentiality to the full extent
authorized by Oregon law.
20. Access to Records. Contractor shall maintain fiscal records and all other records pertinent to this
Agreement.
a. All fiscal records shall be maintained pursuant to generally accepted accounting standards, and other
records shall be maintained to the extent necessary to clearly reflect actions taken.
1) All records shall be retained and kept accessible for at least three years following the final payment
made under this Agreement or all pending matters are closed, whichever is later.
2) If an audit, litigation or other action involving this Agreement is started before the end of the three
year period, the records shall be retained until all issues arising out of the action are resolved or
until the end of the three year period, whichever is later.
b. County and its authorized representatives shall have the right to direct access to all of Contractor’s
books, documents, papers and records related to this Agreement for the purpose of conducting audits
and examinations and making copies, excerpts and transcripts.
1) These records also include licensed software and any records in electronic form, including but not
limited to computer hard drives, tape backups and other such storage devices. County shall
reimburse Contractor for Contractor’s cost of preparing copies.
2) At Contractor’s expense, the County shall have a license to enter upon Contractor’s premises to
access and inspect the books, documents, papers, computer software, electronic files and any other
records of the Contractor which are directly pertinent to this Agreement.
3) If Contractor's dwelling is Contractor's place of business, Contractor may, at Contractor's expense,
make the above records available at a location acceptable to the County.
21. County Code Provisions. Except as otherwise specifically provided, the provisions of Deschutes County
Code, Section 2.37.150 are incorporated herein by reference. Such code section may be found at the
following URL address: http://web.deschutes.org/dccode/Title2/html/Chapter2.37.htm .
22. Partnership. County is not, by virtue of this Agreement, a partner or joint venture with Contractor in
connection with activities carried out under this Agreement, and shall have no obligation with respect to
Contractor’s debts or any other liabilities of each and every nature.
23. Agency. It is agreed by and between the Parties that Contractor is not carrying out a func¬tion on behalf of
the County, and County does not have the right of direction or control of Contractor's operation under this
Agreement or exercise any control over the activities of the Contractor.
24. Indemnity and Hold Harmless.
a. To the fullest extent authorized by law Contractor shall defend, save, hold harmless and indemnify the
County and its officers, employees and agents from and against all claims, suits, actions, losses,
damages, liabilities costs and expenses of any nature resulting from or arising out of, or relating to the
errors, omissions or negligent activities of Contractor or its officers, employees, contractors, or agents
9
under this Agreement, including without limitation any claims that the work, the work product or any
other tangible or intangible items utilized by Contractor under this Agreement that may be the subject of
protection under any state or federal intellectual property law or doctrine, or the County’s use thereof,
infringes any patent, copyright, trade secret, trademark, trade dress, mask work utility design or other
proprietary right of any third party.
b. Contractor shall have control of the defense and settlement of any claim that is subject to subparagraph
a of this paragraph; however neither Contractor nor any attorney engaged by Contractor shall defend
the claim in the name of Deschutes County or any department or agency thereof, nor purport to act as
legal representative of the County or any of its departments or agencies without first receiving from the
County’s legal counsel, in a form and manner determined appropriate by the County’s legal counsel,
authority to act as legal counsel for the County, nor shall Contractor settle any claim on behalf of the
Count without the approval of the County’s legal counsel.
c. To the extent permitted by Article XI, Section 10, of the Oregon Constitution and the Oregon Tort Claims
Act, ORS 30.260 through 30.300, County shall defend, save, hold harmless and indemnify Contractor
and its officers, employees and agents from and against all claims, suits, actions, losses, damages,
liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of
County or its officers, employees, contractors, or agents under this Agreement.
d. Injury or Damage to Person or Property: If either Party to the Agreement suffers injury or damage to
person or property because of an act or omission of the other Party, or of others for whose acts such
Party is legally responsible, written notice of such injury or damage, whether or not insured, shall be
given to the other Party within a reasonable time not exceeding thirty (30) days after discovery. The
notice shall provide sufficient detail to enable the other Party to investigate the matter.
25. Waiver.
a. County’s delay in exercising, or failure to exercise any right, power, or privilege under this Agreement
shall not operate as a waiver thereof, nor shall any single or partial exercise or any right, power, or
privilege under this Agreement preclude any other or further exercise thereof or the exercise of any
other such right, power, or privilege.
b. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.
26. Representations and Warranties.
a. Contractor’s Representations and Warranties. Contractor represents and warrants to County that:
1) Contractor has the power and authority to enter into and perform this Contract;
2) this Contract, when executed and delivered, shall be a valid and binding obligation of Contractor
enforceable in accordance with its terms;
3) Contractor has the skill and knowledge possessed by well-informed members of its industry, trade
or profession and Contractor will apply that skill and knowledge with care and diligence to perform
the Work in a professional manner and in accordance with standards prevalent in Contractor’s
industry, trade or profession;
4) Contractor shall, at all times during the term of this Contract, be qualified, professionally competent,
and duly licensed to perform the Work;
5) Contractor prepared its proposal related to this Contract, if any, independently from all other
proposers, and without collusion, fraud, or other dishonesty; and
6) Contractor’s making and performance of this Agreement do not and will not violate any provision of
any applicable law, rule or regulation or order of any court, regulatory commission, board or other
administrative agency.
7) Contractor’s development and operation of the System on the Site does and will not violate any patent
or intellectual property right of any person.
b. County’s Representations and Warranties. County represents and warrants to Contractor that:
1) County has the power and authority to enter into and perform this Contract;
2) this Contract, when executed and delivered, shall be a valid and binding obligation of County
10
enforceable in accordance with its terms; and
3) County’s making and performance of this Agreement do not and will not violate any provision of any
applicable law, rule or regulation or order of any court, regulatory commission, board or other
administrative agency.
27. County and Contractor Cooperation. Contractor and County agree to cooperate in amending this
Agreement, at any time during the Term, should new or additional information become available, including
incorporating changes as may be required by County or the Contractor’s financial backers. Incorporating
any changes to this Agreement must be mutually agreeable by both Parties.
28. Product Sales, Environmental Attributes, Tax Credits, Grants and Rebates. Any revenues from sale of
Greenhouse gas or other pollution reduction credits (hereinafter referred to as “Environmental Attributes”),
grants, rebates, incentive payments, tax credits or payment or credit by the Federal, State of Oregon, Utility,
DEQ or other authority having jurisdiction, paid as a result of the financing, installation and operation of the
System shall inure to the benefit of the Contractor. County will cooperate in good faith as necessary to
enable Contractor to obtain all available incentives, rebates and credits, including assignment to Contractor
of any incentive received by County, as consistent with this Contract. County has no interest in, never
intends to own, nor any desire to receive any Environmental Attribute, grant, rebate, incentive payment, tax
incentive or credit issued by the Utility or aforementioned entities related to the financing, installation and
operation of the System. However, this does not relieve Contractor in any way of providing County
Compensation as described in Exhibit 2, including without limitation County’s share of revenues generated
by Contractor’s disposal of Environmental Attributes. Notwithstanding the foregoing, the County will retain all
Carbon Credits available from the Site, whether or not the System is operating.
29. Subcontractrual Relations
By appropriate agreement, written where legally required for validity, Contractor shall require each
subcontractor, to the extent of the Work to be performed by the subcontractor, to be bound to Contractor by
the terms of the Agreement, and to assume toward Contractor all obligations and responsibilities, including
the responsibility for safety of the subcontractor’s Work, which Contractor, by these Documents, assumes
toward County. Each subcontract agreement shall preserve and protect the rights of County under the
Agreement with respect to the Work to be performed by the subcontractor so that subcontracting thereof will
not prejudice such rights, and shall allow to the subcontractor, unless specifically provided otherwise in the
subcontract agreement, the benefit of all rights, remedies and redress against Contractor that Contractor, by
the Agrement, has against County. Where appropriate, Contractor shall require each subcontractor to enter
into similar agreements with sub-subcontractors. Contractor shall make available to each proposed
subcontractor, prior to the execution of the subcontract agreement, copies of this Agreement to which the
subcontractor will be bound, and, upon written request of the subcontractor, identify to the subcontractor
terms and conditions of the proposed subcontract agreement which may be at variance with the Agreement.
Subcontractors will similarly make copies of applicable portions of such documents available to their
respective proposed sub-subcontractors.
30. Non discrimination
Contractor shall not discriminate based on race, religion, color, sex, marital status, familial status, national
origin, age, mental or physical disability, sexual orientation, gender identity, source of income, veterans
status or political affiliation in programs, activities, services, benefits or employment. Contractor shall not
discriminate against minority-owned, women-owned, or emerging small businesses. Contractor shall
include a provision in each subcontract requiring subcontractor s to comply with the requirements of this
Section.
31. Permit fees
Unless otherwise provided in the Agreement, Contractor shall secure and pay for all permits and
governmental fees, licenses and inspections necessary for proper execution and completion of the Work
which are customarily secured after execution of the Agreement and which are legally required.
32. Alternative Dispute Resolution
a. Mediation
1) Any claim, dispute, or other matter in question arising out of or related to this Agreement shall be
11
subject to mediation as a condition precedent to arbitration or the institution of legal or equitable
proceedings by either Party. Arbitration or legal or equitable proceedings shall be stayed pending
mediation for a period of sixty (60) days from the date of filing, unless stayed for a longer period by
agreement of the parties or court order
2) County and Contractor shall endeavor to resolve claims, disputes, and other matters in question
between them by mediation. Request for mediation shall be filed in writing with the other Party to this
Agreement.
3) The Parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in
Bend, Oregon unless another location is mutually agreed upon. Written and executed agreements
reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction
thereof.
4) The Parties may select a mediator at any time, even in advance of actual disagreement.
b. Arbitration
1) Any claim, dispute or matter in question arising out of or related to this Agreement shall be decided
by arbitration. Prior to arbitration, the parties shall endeavor to resolve disput es by mediation in
accordance with the provisions of Section 32a.
2) The demand for arbitration shall be filed in writing with the other Party to this Agreement. The Parties
shall mutually select a single arbitrator. Each party shall be entitled to reaso nable discovery in the
arbitration. The parties agree to exchange all expert reports prepared for purposes of giving testimony
in the arbitration, whether or not such reports will be introduced in the arbitration, thirty (30) days prior to
the arbitration.
3) A demand for arbitration shall be made within a reasonable time after the Claim has arisen, and in no
event shall it be made after the date when institution of legal or equitable proceedings based on said
Claim would be barred by the applicable period of limitations. For all claims by County against
Contractor, the applicable period of limitations shall not commence to run, and any alleged cause of
action shall not be deemed to have accrued (whether such action involves negligence, strict liability,
indemnity, intentional tort or other tort, breach of contract, breach of implied or express warrant, or any
other legal or equitable theory), unless and until County is fully aware of all three of the following: (i) the
identity of the part(ies) responsible, (ii) the magnitude of the damage or injury, and (iii) the cause(s) of
the damage or injury. Claims for indemnity shall not begin to run until County has actually paid out or
otherwise actually incurred the injury or damage. The discovery rule provided herein applies in lieu of
any otherwise applicable statute or related case law.
4) The Parties shall share the arbitrator’s fees and costs equally. The mediation shall be held in Bend,
Oregon unless another loc ation is mutually agreed upon. The award rendered by the arbitrator shall be
final, and judgment may be entered upon it in accordance with applicable law in any co urt having
jurisdiction thereof.
33. Performance Bond Payment Bond and BOLI Bond
a.Contractor shall obtain a Performance Bond and Payment Bond each in the amount of One Hundred Percent
(100%) of the cost of construction, including labor, materials and supplies. Contractor shall deliver its required
bonds not later than the date of execution of the Agreement and deliver the required subcontractor bonds to
Owner not later than the date of execution of the subcontract with any such subcontractor, or if the Work is
commenced prior thereto in response to a Notice to Proceed, Contractor shall, prior to commencement of the
Work, submit evidence satisfactory to Owner that such bonds will be issued. The bonds shall be in form
approved by Owner.
b.Contractor and subcontractors performing work that exceeds $100,000 in contract price shall file with the
Construction Contractors Board a public works bond with a corporate surety authorized to do business in this
state in the amount of $30,000 and must be in compliance with all requirements of ORS 279C.836, “Public
works bonds; rules.” The purpose of this bond is to ensure payment of claims ordered by the Bureau of Labor
and Industries. Exemptions to this bonding requirement are contained in ORS 279C.836.
c.Upon request of any person or entity appearing to be a potential beneficiary of bonds covering payment of
obligations arising under the Contract, Contractor shall promptly furnish a copy of the bonds or shall permit a
copy to be made.
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d.The bonds shall in all respects conform to the requirements of the laws of Oregon in Deschutes County and
shall (1) name Owner as oblige, (2) be in a form and be issued by a licensed surety satisfactory to Owner, and
(3) be automatically increased in the amount of any additive Change Orders and Construction Change
Directives signed by Owner.
e.Owner may, in Owner’s sole discretion, inform the surety of the progress of the Work and obtain consents as
necessary to protect Owner’s rights, interests, privileges and benefits under a nd pursuant to any bond issued in
connection with the Work. Owner does not, however, owe any duty to surety, and Owner hereby expressly
disclaims any duty or obligation to advise, notify or consult with surety on any matters relating to Contractor or
the Project, including, but not limited to, Contractor’s payments to subcontractors or Contractor’s use of Project
funds.
34.Applicable Laws
ORS Chapters 279a, 279b and 279c, and the current version of the Attorney General’s Model Rules for Public
Contracting (“Model Rules”) at OAR 137-046, 137-047, 137-048, 187-049 and the provisions of the ORS
279C.505, 279C.515, 279C.520, 279C.525, 279C.528, 279C.530, 279C.535 and 279C.540 are by this reference
incoparated herein. Furthermore, Contractor and Owner agree to comply with all requirements of ORS Chapter
279, the model Rules and other Oregon laws whether or not any such provisions are exc ercised.
35. Governing Law.
a. This Agreement shall be governed by and construed in accordance with the laws of the State o f Oregon
without regard to principles of conflicts of law.
b. Any claim, action, suit or proceeding (collectively, “Claim”) between County and Contractor that arises
from or relates to this Agreement shall be brought and conducted solely and exclusively within the
Circuit Court of Deschutes County for the State of Oregon; provided, however, if a Claim shall be
brought in federal forum, then it shall be brought and conducted solely and exclusively within the United
States District Court for the District of Oregon.
c. CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY CONSENTS TO THE IN
PERSONAM JURISDICTION OF SAID COURTS. The parties agree that the UN Convention on
International Sales of Goods shall not apply.
36. Severability. If any term or provision of this Agreement is declared by a court of competent jurisdiction to be
illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the
rights and obligations of the parties shall be construed and enforced as if this Agreement did not contain the
particular term or provision held invalid.
37. Counterparts. This Agreement may be executed in several counterparts, all of which when taken together
shall constitute one agreement binding on all parties, notwithstan ding that all parties are not signatories to the
same counterpart. Each copy of this Agreement so executed shall constitute on original.
38. Notice. Except as otherwise expressly provided in this Contract, any communications between the parties
hereto or notices to be given hereunder shall be given in writing, to Contractor or County at the address or
number set forth below or to such other addresses or numbers as either party may hereafter indicate in writing.
Delivery may be by personal delivery, facsimile, or mailing the same, postage prepaid.
a. Any communication or notice by personal delivery shall be deemed delivered when actually given to the
designated person or representative.
c. Any communication or notice sent by facsimile shall be deemed delivered w hen the transmitting
machine generates receipt of the transmission. To be effective against County, such facsimile
transmission shall be confirmed by telephone notice to the County Administrator.
d. Any communication or notice mailed shall be deemed delivered five (5) days after mailing. Any
notice under this Agreement shall be mailed by first class postage or delivered as follows:
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e.
To Contractor: To County:
Lawrence R. Lutz Tom Anderson
Waste to Energy Group, LLC County Administrator
21 Kelsey Street 1300 NW Wall Street, Suite 200
Irvine, CA 92618 Bend, Oregon 97701
Fax No. 661-786-2552 Fax No. 541-385-3202
39. Merger Clause. This Agreement and the attached exhibits constitute the entire agreement between the
parties.
a. All understandings and agreements between the parties and representations by either party concerning
this Agreement are contained in this Contract.
b. No waiver, consent, modification or change in the terms of this Agreement shall bind either party unless
in writing signed b y both parties.
c. Any written waiver, consent, modification or change shall be effective only in the specific instance and
for the specific purpose given.
31. Identity Theft Protection. Contractor and subcontractors shall comply with the Oregon Consumer Identity
Theft Protection Act (ORS 646A.600 et seq.).
40. Survival. All rights and obligations shall cease upon termination or expiration of this Contract, except for the
rights and obligations set forth in Sections 4, 5, 6, 8-13, 15, 19-28, 30, 32, 34-36, 38 and 39.
14
EXHIBIT 1
DESCHUTES COUNTY SERVICES AGREEMENT
Agreement No. 2014- 027
STATEMENT OF WORK
1. Contractor’s Obligations. Contractor agrees to furnish all tools, equipment, materials, transportation, labor,
and incidentals associated with developing and operating a landfill remediation and gas-to-energy project
(hereinafter called the “System”) as described in the Project Description Section (below) and in this Exhibit
(the “Work”) at the Knott Landfill (the “Landfill”). The Work shall be performed in accordance with all terms
and conditions of the Agreement. Contractor will be the owner/operator of all equipment and systems
provided for the System, including but not limited to wells, pipelines, Landfill Gas (“LFG”), Envirnmental
Attributes, clean-up and energy conversion equipment, compressors, power generators and ancillary
buildings, site improvements and equipment. Contractor will take full responsibility for the proper operation and
environmental safeguards of the System. Contractor will select and provide the technology(ies) required for
the System and provide necessary technical and business management expertise to ensure System
success. Contractor will ensure that permitting, evaluating Landfill conditions, design and installation of the
System or any other related activity in no way interferes with County’s responsibilities to operate and
maintain the Landfill according to industrial standards and DEQ regulations.
2. Contractor’s Scope of Services. Contractor shall commence the following work immediately after County
issues Notice to Proceed:
Task 1 - Permitting
• Lead permitting activity with assitance by the County to comply with all DEQ requirements.
• File for, obtain and maintain compliance with required permits .
• Amending the existing landfill gas collection system Permit to Operate if needed to include the
steam injection process equipment and operation.
• Obtain from DEQ an Authority to Construct and Permit to Operate for the energy product and power
generating equipment as needed.
• File for, obtain and maintain compliance with any other local, State and Federal permits that may
otherwise be required.
Task 2 – Evaluate Landfill Mixed Solid Waste Conditions, Design and Install System
• Begin monitoring and engineering/scientific studies necessary to demonstrate to DEQ the
acceptability of Steam Injection at the unlined portions of the Landfill.
• Conduct Piezo-Penetrometer Test to profile landfill contents for Landfill.
• Map Landfill to identify depth of refuse, gas plumes, perched liquids, pressure zones, cover layers
and vacuum influence for the Landfill
• Utilize mapping to design modifications of collection system, steam injection system and minimize
fugitive LFG emissions.
• Enhance and modify existing gas collection system.
• Design and install steam injection system in a phased manner covering sufficient landfill area to
generate quantity of gas required, installing all DEQ-required equipment and monitoring devices.
• Periodically relocate steam injection equipment to subsequent Landfill sections as localized gas
production declines.
• Construct concrete pads for biogas to energy technology.
• Utilize waste heat of treated generator exhaust by venting it to decanted wastewater holding tank for
evaporation, if feasible.
• Install piping to route exhaust to holding tank and install exhaust air dispersal system within tank to
County specifications, if applicable.
• Install energy product interconnection equipment, as appropriate.
• Clearly identify any collection system requirements to be included and what is not included . This will
be subject to County approval.
• Provide monitoring and data collection that may be required per regulatory permit or condition .
• Provide full flaring capacity for System.
15
Task 3 – Start-up Period, Acceptance of the System, and Commercial Start-Up
After System is installed the Start-up Period for the System will begin. During this period Contractor shall:
• Ensure all regulating agencies including the DEQ are available to witness regulatory compliance
during Start-up Period.
• Demonstrate System to County’s satisfaction in order to achieve Acceptance of System. Acceptance
of the System means Contractor demonstrates that all regulatory agencies’s permit requirements,
including without limitation the DEQ, are satisfied. The Contractor will need to demonstrate to the
County over at least 10 continuous days of operations that it meets all conditions of the Agreement and
is able to produce a gas commodity that will allow County Compensation without any damage to the
Landfill, its equipment, structures or adverse effect to normal operations of the Landfill or to
groundwater.
Task 4 – Operate and Maintain System
• Provide all labor to operate system , except that County shall furnish its staff technician to assist
Contractor to monitor the system and perform routine maintenance activities at no cost to
Contractor, for up to 480 hours per year. Additional time required by Contractor shall be
compensated to County as described on Exhibit 2. Neither the County nor its employees are
responsible for any damages caused by the County employees, since they will be subject to
Contractor’s direction.Nothing contained herein shall be construed as relieving Contractor of its
responsibility for System operation and regulatory compliance.
• Simultaneously inject steam, extract landfill gas and pipe landfill gas to biogas energy conversion
system.
• Operate system to maintain compliance with all DEQ permit requirements at all times.
• Operate generator(s), if installed, and related equipment.
• County recognizes that the System is expected to continuously operate 24 hours per day 7 days per
week. Contractor acknowledges County’s extreme sensitivity to noise and light polluting activities
outside of the normal operating hours of the landfill which are 7 AM to 6 PM, Monday through
Friday and 8 AM to 5 PM on Saturday. Contractor shall provide and use any and all equipment,
infrastructure and operating practices that limit noise and light pollution to a level acceptable to the
County. All activities other than routine operation of the system including but not limited to
construction, repair, and maintenance will be restricted to the Landfill normal operating hours and
days specified above. From time to time County may have to adjust the Landfill operating hours
upon notice to Contractor.
Task 5 – Market Fuel Products. Contractor shall:
• Determine best product to produce from LFG from its evaluation of the market and obtain purchase
agreements with selected customer(s). If Contractor proposes to make any other product besides
pipeline gas for sales (such as a liquid fuel), County will need to review such process and approve
prior to development of this product. In addition, approval for development of this new product must
be approved by all regulatory agencies, including the DEQ.
• Supply energy products in accordance with purchase agreements .
• Take full responsibility for Product disposal from the point of collection at the Landfill until placement
in the custody of a purchaser or common carrier.
Task 6 – Maintain System, Landfill Cover and Groundwater Quality
• Maintain steam injection, gas extraction, electricity generation and biogas energy conversion
system equipment.
• Employ industry standard engineering controls to minimize equipment noise, dust, odors, light or
other impacts to neighbors.
• Assist County with maintenance of Landfill cover to prevent stormwater infiltration and minimize
landfill gas emissions.
• Properly seal all landfill cover injection and extraction well interfaces.
• Upon well removal, properly repair Landfill cover.
• Contractor will be diligent to prevent stormwater ponding, concentrated stormwater runoff and
erosion.
• Inject the least amount of steam necessary to enhance gas generation. Steam injected shall not
increase the quantity of leachate generated nor degrade groundwater quality as determined by
County staff and DEQ.
16
• As required by DEQ for this System, conduct and fund the cost of any additional required fugitive
landfill gas monitoring, control and reporting, groundwater, surface water and any other monitoring,
remediation and reporting, required as a result of this System.
Task 7 – System Completion
• Upon System termination, cancellation or completion, Contractor shall remove all Contractor
installed equipment.
• Contractor shall restore landfill gas collection system to a mutually agreed upon condition.
• Contractor shall make any needed repairs required due to the System operation, to landfill cover.
• Contractor shall provide and maintain, throughout the Term, a bond in the amount of $100,000, or
as such amount may be modified in accordance with Section 12, in a form reasonable acceptable to
County, to ensure Contractor’s System completion activities.
3. Conditions Precedent to Contractor’s Obligations. Contractor’s obligations to develop the System are
contingent on confirming commercially adequate quantities and appropriate characteristics of the LFG from
the Landfill, obtaining Oregon DEQ approval and Contractor’s obtaining of System financing.
4. Noninterference. Contractor shall not interfere with County Landfill operations, but shall have neither
responsibility nor liability resulting from County activities at the sites. Contractor shall promptly repair any damage
it causes to County’s Landfill at its own expense.
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EXHIBIT 2
DESCHUTES COUNTY SERVICES AGREEMENT
Agreement No. 2014-027
COUNTY OBLIGATIONS, COMPENSATION PAYMENT TERMS and SCHEDULE
1. County Services. County shall provide Contractor, at County's expense, with material and services
described as follows during the term of this agreement:
a. Access to all available existing organic material landfilled in the lined portions of the Landfill This
Agreement is based upon what has been landfilled as of the date of this Agreement and does not
include the use of any new materials that are provided to the Landfill. The County has the right to direct
its waste and potential divertible materials as it needs.
b. Providing reasonable level of assistance to Contractor in obtaining and maintaining all certificates,
letters, permits, consents, authorizations, licenses, approvals and registrations required by relevant
government authorities for the System operations.
c. The County will operate the Landfill in a manner that follows the County’s needs and protocols and does
not physically hinder Contractor’s LFG enhancement activities and that does not physically interfere with
the System; likewise, the Contractor will not interfere with the County’s operations or with their normal
Landfill operations.
d. Repair any of Contractor’s facilities or equipment damaged by County; Contractor will repair any of
County’s Landfill or County’s associated equipment damaged by Contractor.
e. The County will provide a suitable Site (designated area) for the Contractor and its Project
implementation at the Landfill as shown on map in Exhibit 7. Contractor reconizes that County will
require use of this designated area for future Landfill development. County will provide 12number of
months for relocation and designation of a new area on the map and update Exhibit 7.
f. Provide a skilled landfill engineering technician during County’s business hours for assistance to
Contractor with his orher skills and expertise for System Monitoring and routine operations activities for
up to 480 hours per year. Upon Contractor’s, addition time will be subject to Contractor’s
reimbursement at the rate of $40.00 per hour. The technician will provide assistance consistent with
their job descrption and perform only Landfill monitoring and routine operations activities. Services
provided under this paragraph shall not relieve Contractor of any of its responsibilities under this
Agreement.
g. Provide Contractor with all available information related to Municipal Solid Waste composition and
placement in the Landfill, the “as-built” plans for the landfill membrane and other relevant information, as
requested by Contractor.
h. Provide Contractor with access to the site as necessary to enable Contractor to conduct its construction,
start-up, operations and maintenance activities. Access will be limited to those hours the County is
permitted for operations or are allowed under Project construction and operations permits and
regulations. Activities must be consistent with those permitted and not allow of any noise, light, dust or
odor impacts to neighbors.
i. Obtaining, maintaining and complying with all certificates, letters, permits, authorizations, licenses,
approvals and registrations required by relevant governmental authorities for the Landfill, excluding the
LFG collection and flare system. Any new LFG collection and flare system needed by the System or
required by DEQ or another regulator will be Contractor’s responsibility.
j. Coordinating, subject to mutual agreement, all press releases, media interviews and other external
communications related to the System. Except as otherwise expressly allowed, Contractor shall not
issue any communication on County’s behalf.
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k. Provide, on a best efforts basis, all available LFG to the Contractor that does not interfere with County’s
needs and protocols to operate the Landfill; County is not obligated for any LFG management on the
Landfill after Acceptance of the System ;
l. Accepting and disposing of condensate that may be removed from the LFG , subject to County’s
approval;
Prohibiting the disposal of hazardous wastes or other materials that may contaminate or otherwise make
unusable, landfill gas extracted at the sites;.
2. Consideration. County Compensation. Is the amount County is compensated for sales of Project gas or
other Project products. It also includes all Carbon Credits available from System. As per Exhibit 2,
paragraph 2, in exchange for use of the Landfill’s LFG and Parties performing obligations as defined in the
Agreement and Exhibits, the Contractor shall pay County monthly at the rate of twenty thousand dollars
($20,000) or 4 per cent of gross revenues commencing on the intial month from the Commercial Operations
Date. Gross revenues include any revenues from product sales and environmental attributes. Any disputes
over payment will be handled in accordance with Section 32 of the Agreement.
3. Ownership and Operation of the Landfill. County shall retain 100% ownership and provide all day to day
operations and maintenance of the Landfill.
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EXHIBIT 3
DESCHUTES COUNTY SERVICES AGREEMENT
Agreement No. 2014- 027
INSURANCE REQUIREMENTS
Contractor shall at all times maintain in force at Contractor’s expense, each insurance noted below.
Insurance coverage must apply on a primary or non-contributory basis. All insurance policies, except
Professional Liability, shall be written on an occurrence basis and be in effect for the term of this contract.
Policies written on a “claims made” basis must be approved and authorized by Deschutes County.
Contractor Name: Waste to Energy
Workers Compensation insurance in compliance with ORS 656.017, requiring Contractor and all subc ontractors
to provide workers’ compensation coverage for all subject workers, or provide certification of exempt status.
Employer’s Liability Insurance with coverage limits of not less than $500,000 must be included.
Professional Liability insurance with an occurrence combined single limit of not less than:
Per Occurrence limit Annual Aggregate limit
$500,000 $500,000
$1,000,000 $1,000,000
$2,000,000 $2,000,000
Professional Liability insurance covers damages caused by error, omission, or negligent acts related to
professional services provided under this Contract. The policy must provide extended reporting period coverage,
sometimes referred to as “tail coverage” for claims made within two years after this contract is completed.
Required by County Not required by County (one box must be checked)
Commercial General Liability insurance with a combined single limit of not less than:
Per Single Claimant and Incident All Claimants Arising from Single Incident
Oregon Tort Claims Act limits Oregon Tort Claims Act limits
$1,000,000 $2,000,000
$2,000,000 $3,000,000
Commercial General Liability insurance includes coverage for personal injury, bodily injury, advertising injury,
property damage, premises, operations, products, completed operations and contractual damages. The Oregon
Legislature has adopted legislation which establishes tort claims limits for actions against local public bodies,
including their officers, agents and employees. The tort claims act limits are automatically adjusted on July 1
every year.
By separate endorsement, the policy shall name Deschutes County, its officers, agents, employees and
volunteers as an additional insured. The additional insured endorsement shall not include declarations that
reduce any per occurrence or aggregate insurance limit. The contractor shall provide additional coverage based
on any outstanding claim(s) made against policy limits to ensure that minimum insurance limits required by the
County are maintained. Construction contracts may include aggregate limits that apply on a “per location” or “per
project” basis.
Required by County Not required by County (One box must be checked)
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Automobile Liability insurance with a combined single limit of not less than:
Per Occurrence
$500,000
$1,000,000
$2,000,000
Automobile Liability insurance includes coverage for bodily injury and property damage resulting from
operation of a motor vehicle. Commercial Automobile Liability Insurance shall provide coverage for any
motor vehicle (symbol 1 on some insurance certificates) driven by or on behalf of Contractor during the
course of providing services under this contract. Commercial Automobile Liability is required for contractors
that own business vehicles registered to the business. Examples include: plumbers, electricia ns or
construction contractors. An Example of an acceptable personal automobile policy is a contractor who is a
sole proprietor that does not own vehicles registered to the business.
Required by County Not required by County (one box must be checked)
Additional Requirements. Contractor shall pay all deductibles and self-insured retentions. A cross-liability
clause or separation of insured's condition must be included in all commercial general liability policies required by
this Contract. Contractor’s coverage will be primary in the event of loss.
Certificate of Insurance Required. Contractor shall furnish a current Certificate of Insurance to the County with
the signed Contract. The Certificate shall provide that there shall be no cancellation, termination, material change,
or reduction of limits of the insurance coverage without at least 30 days written notice from the Contractor’s insurer
to the County. The Certificate shall also state the deductible or, if applicable, the self -insured retention level. For
commercial general liability coverage, the Certificate shall also provide, by policy endorsement, that Deschutes
County, its agents, officers, employees and volunteers are additional insureds with respect to Contractor’s
services provided under this Contract. The endorsement must be in a format acceptable to Deschutes County. I f
requested, complete copies of insurance policies shall be provided to the County.
Risk Management review
Date 3/1/2011
Pollution Liability insurance with a combined single limit of not less than:
Per Occurrence limit Annual Aggregate limit
$1,000,000 $2,000,000
$2,000,000 $4,000,000
$3,000,000 $6,000,000
Pollution Liability insurance includes coverage for claims involving bodily injury, property damage (including
loss of use of tangible property that has not been physically injured), cleanup costs, remediation, disposal
or other handling of pollutants, including costs and expenses incurred in the investigation, defense, or
settlement of claims arising out of:
Contractor’s operations related to this project; and/or
Remediation, abatement, repair, maintenance or other work with lead-based paint or materials containing
asbestos; and/or
Transportation of hazardous materials away from any site related to this project.
By separate endorsement, the policy shall name Deschutes County, its officers, agents, employees
and volunteers as an additional insured. The additional insured endorsement shall not include
declarations that reduce any per occurrence or aggregate insurance limit. The contractor shall provide
additional coverage based on any outstanding claim(s) made against policy limits to ensure that minimum
insurance limits required by the County are maintained. Construction contracts may include aggregate limits
that apply on a “per location” or “per project” basis.
Required by County Not required by County (One box must be checked)
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EXHIBIT 4
DESCHUTES COUNTY SERVICES AGREEMENT
Agreement No. 2014-027
CERTIFICATION STATEMENT FOR CORPORATION
OR INDEPENDENT CONTRACTOR
NOTE: Contractor Shall Complete A or B in addition to C below:
A. CONTRACTOR IS A CORPORATION, LIMITED LIABILITY COMPANY OR A PARTNERSHIP.
I certify under penalty of perjury that Contractor is a [check one]:
Corporation X Limited Liability Company Partnership authorized to do business in the State of Oregon.
_______________________________________ ______________________ __________________
Signature Title Date
B. CONTRACTOR IS A SOLE PROPRIETOR WORKING AS AN INDEPENDENT CONTRACTOR.
Contractor certifies under penalty of perjury that the following statements are true:
1. If Contractor performed labor or services as an independent Contractor last year, Contractor filed federal and
state income tax returns last year in the name of the business (or filed a Schedule C in the name of the
business as part of a personal income tax return), and
2. Contractor represents to the public that the labor or services Contractor provides are provided by an
independently established business registered with the State of Oregon, and
3. All of the statements checked below are true.
NOTE: Check all that apply. You shall check at least three (3) - to establish that you are an
Independent Contractor.
__X__ A. The labor or services I perform are primarily carried out at a location that is separate from my
residence or primarily carried out in a specific portion of my residence that is set aside as the
location of the business.
__X__ B. I bear the risk of loss related to the business or provision of services as shown by factors such
as: (a) fixed-price agreements; (b) correcting defective work; (c) warranties over the services or
(d) indemnification agreements, liability insurance, performance bonds or professional liability
insurance.
__X__ C. I have made significant investment in the business through means such as: (a) purchasing
necessary tools or equipment; (b) paying for the premises or facilities where services are
provided; or (c) paying for licenses, certificates or specialized training.
__X__ D. I have the authority to hire other persons to provide or to assist in providing the services and if
necessary to fire such persons.
__X__ E. Each year I perform labor or services for at least two different persons or entities or I routinely
engage in business advertising, solicitation or other marketing efforts reasonably calculated to
obtain new contracts to provide similar services.
____________________________________ _____________________________
Contractor Signature Date
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C. Representation and Warranties.
Contractor certifies under penalty of perjury that the following statements are true to the best of
Contractor’s knowledge:
1. Contractor has the power and authority to enter into and perform this contract;
2. This contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable
in accordance with its terms;
3. The services under this Agreement shall be performed in a good and workmanlike manner and in accordance
with the highest professional standards; and
4. Contractor shall, at all times during the term of this contract, be qualified, professionally competent, and duly
licensed to perform the services.
5. To the best of Contractor's knowledge, Contractor is not in violation of any tax laws described in ORS
305.380(4),
6. Contractor understands that Contractor is responsible for any federal or state taxes applicable to any
consideration and payments paid to Contractor under this contract; and
7. Contractor has not discriminated against minority, women or small business enterprises in obtaining any
required subcontracts.
_______________________________________ ____________________________
Contractor Signature Date
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EXHIBIT 5
DESCHUTES COUNTY SERVICES AGREEMENT
Agreement No. 2014-027
Workers’ Compensation Exemption Certificate
(To be used only when Contractor claims to be exempt from Workers’ Compensation coverage requirements)
Contractor is exempt from the requirement to obtain workers’ compensation insurance under ORS Chapter 656
for the following reason (check the appropriate box):
SOLE PROPRIETOR
Contractor is a sole proprietor, and
Contractor has no employees, and
Contractor shall not hire employees to perform this contract.
CORPORATION - FOR PROFIT
Contractor’s business is incorporated, and
All employees of the corporation are officers and directors and have a substantial
ownership interest* in the corporation, and
The officers and directors shall perform all work. Contractor shall not hire other employees
to perform this contract.
CORPORATION - NONPROFIT
Contractor’s business is incorporated as a nonprofit corporation, and
Contractor has no employees; all work is performed by volunteers, and
Contractor shall not hire employees to perform this contract.
PARTNERSHIP
Contractor is a partnership, and
Contractor has no employees, and
All work shall be performed by the partners; Contractor shall not hire employees to perform
this contract, and
Contractor is not engaged in work performed in direct connection with the construction,
alteration, repair, improvement, moving or demolition of an improvement to real property or
appurtenances thereto.
LIMITED LIABILITY COMPANY
Contractor is a limited liability company, and
Contractor has no employees, and
All work shall be performed by the members; Contractor shall not hire employees to perform
this contract, and
If Contractor has more than one member, Contractor is not engaged in work performed in
direct connection with the construction, alteration, repair, improvement, moving or
demolition of an improvement to real property or appurtenances thereto.
*NOTE: Under OAR 436-050-050 a shareholder has a “substantial ownership” interest if the shareholder owns
10% of the corporation or, if less than 10% is owned, the shareholder has ownership that is at least equal to or
greater than the average percentage of ownership of all shareholders.
**NOTE: Under certain circumstances partnerships and limited liability companies can claim an exemption even
when performing construction work. The requirements for this exemption are complicated. Consult with County
Counsel before an exemption request is accepted from a contractor who shall perform construction work.
______________________________________________________________________________________
Contractor Printed Name Contractor Signature
_____________________________________ __________________________________________
Contractor Title Date
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Exhibit 6
DESCHUTES COUNTY SERVICES AGREEMENT
Agreement No. 2014-027
Compliance with provisions, requirements of funding source and
Federal and State laws, statutes, rules, regulations, executive orders and policies.
Conflicts of Interest
Contractor certifies under penalty of perjury that the following statements are true to the best of
Contractor’s knowledge:
1. If Contractor is currently performing work for the County, State of Oregon or federal government, Contractor ,
by signature to this Contract, declares and certifies that Contractor’s Work to be performed under this
Agreement creates no potential or actual conflict of interest as defined by ORS 244 and no rules or
regulations of Contractor’s employee agency (County State or Federal) would prohibit Contractor’s Work
under this Contract. Contractor is not an “officer,” “employee,” or “agent” of the County, as those terms are
used in ORS 30.265.
2. No federally appropriated funds have been paid or shall be paid, by or on behalf of Contractor, to any
person for influencing or attempting to influence an officer or em ployee of any agency, a member of
Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with
the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the
entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or
modification of any federal contract, grant, loan, or cooperative agreement.
a. If any funds other than federally appropriated funds have been paid or shall be paid to any person for
influencing or attempting to influence an officer or employee of any agency, a member of Congress, an
officer or employee of Congress, or an employee of a member of Congress in connection with this
federal contract, grant, loan, or cooperative agreement, Contractor agrees to complete and submit
Standard Form-LLL "Disclosure Form to Report Lobbying," in accordance with its instructions.
1) Standard Form-LLL and instructions are located in 45 CFR Part 93 Appendix B.
2) If instructions require filing the form with the applicable federal entity, Contractor shall then as a
material condition of this Agreement also file a copy of the Standard Form-LLL with the Department.
3) This filing shall occur at the same time as the filing in accordance with the instructions.
b. Contractor understands this certification is a material representation of fact upon which the County and
the Department has relied in entering into this Contract. Contractor further understands that submission
of this certification is a prerequisite, imposed by 31 USC 1352 for entering into thi s Contract.
c. Any person who fails to file the required certification shall be subject to a civil penalty of not less than
$10,000 and not more than $100,000 for each such failure.
d. Contractor shall include the language of this certification in the award documents for all sub -awards at
all tiers (including subcontracts, sub-grants, and contracts under grants, loans and cooperative
agreements) and that all sub-recipients shall certify and disclose accordingly.
e. Contractor is solely responsible for all liability arising from a failure by Contractor to comply with t he
terms of this certification.
f. Contractor promises to indemnify County for any damages suffered by County as a result of
Contractor's failure to comply with the terms of this certification.
3. Contractor understands that, if this Agreement involves federally appropriated funds, this certification is a
material representation of facts upon which reliance was placed when this Agreement was made or entered
into, submission of this certification is a prerequisite for make or entering into this Agreement imposed by
Section 1352, Title 311, U.S. Code and that any person who fails to file the required certification shall be
subject to a civil penalty of not less than $10,000 and not more than $100,000 for each failure.
_______________________________________ ________________________________
Contractor Signature Date
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Exhibit 7
DESCHUTES COUNTY SERVICES AGREEMENT
Agreement No. 2014-027
Site Map for working area.
The project footprint is subject to change in County’s sole discretion, based upon the operational needs of the
Landfill. Should County decide that the project footprint needs to change, County will provide Contractor not less
than one hundred and eighty (180) days advance written notice, which shall include an alternative footprint for
Contractor’s operations. Contractor shall at Contractor’s sole cost and expense relocate its System to the new
project footprint.
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Exhibit 8
GROUND LEASE
RECITALS - County is the owner of certain lands in Deschutes County, State of Oregon, commonly known
as Knott Landfill. The Parties hereto desire to provide for a lease of a portion of said lands as
hereinafter set forth for Contractor to set up and operate Contractor’s System..
1. Leased Premises: County hereby leases to Contractor approximately five (5) of real property
locatednear the central embankment at Knott Landfill, hereinafter the “Leased Premises”, depicted on
Exhibit 7 and referred to therein as “project footprint.” This lease is made subject to all the covenants,
conditions, reservations, restrictions, rights and rights of way and easements of record.
2 Term: The term shall be coextensive with the term of the Agreement.
3. Consideration: The basic rental for the Leased Premises shall be the consideration supporting the
Agreement, as described in Exhibits 1 and 2.
4. Notwithstanding the foregoing, Contractor shall pay the following amounts:
a) All taxes and assessments upon the Leased Premises, including real property taxes, taxes upon
Contractor’s personal property and taxes upon all structures and improvements located on the Leased
Premises shall be paid when due.
b) All charges for heat, telephone, light, power, sewage, water, garbage disposal, and other utilities
used by Contractor on the Leased Premises shall be paid when due.
c) The cost of all bonds and insurance which Contractor is required to obtain.
d) All amounts which Contractor is required to reimburse County for expenses incurred by County in
discharging Contractor’s obligations.
5 Permitted Use: Contractor shall use the Leased Premises for the design, construction, installation,
operation and maintenance of the Steam Injection System.
6.. Restrictions on use: In connection with the use of the Leased Premises, Contractor shall:
a) Obtain County’s advance written approval in advance of any development plans, lay-out plans, all
plans and contracts for construction, reconstruction, or alteration of improvements; or revisions of lay-
out or construction plans for the Leased Premises. Contractor shall also be responsible for all necessary
permitting for the construction of improvements on the Leased Premises.
b) Maintain the all improvements, structures and real property to standards or repair, orderliness,
neatness, sanitation, and safety acceptable to County.
c) Conform to all applicable laws and regulations of any public authority affecting the real property and
the use from and after the date of this Ground Lease, and correct at Contractor’s own expense any
failure of compliance created through Contractor’s fault or by reason of Contractor’s use if such failure of
compliance arises as a result of conditions occurring after the date of this Ground Lease.
d) Refrain from any use which would be reasonably offensive to the County, other tenants, or owners or
users of adjoining real property, or which would tend to create a nuisance or damage the reputation of
the real property.
e) Refrain from making any unlawful or offensive use of said property or to suffer or permit any waste or
strip thereof.
f) Exercise diligence in protecting from damage the Leased Premises and property of County covered
by and used in connection with this Ground Lease.
7. Contractor’s Obligation: The following shall be the responsibility of the Contractor:
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a) The condition of the Leased Premises at end of the Lease period shall be in as good as condition as
it was in at the beginning of the term, reasonable wear and tear excepted.
b) Pay County for any damage resulting from negligence or from the violation of the terms of this
Ground Lease.
8. Liens:
a) Except with respect to activities for which the County is responsible, the Contractor shall pay as due
all claims for work done on and for services rendered or material furnished to the Leased Premises and
shall keep the real property free from any liens and encumbrances. If Contractor fails to pay any such
claims or to discharge any lien, County may do so and collect the cost from Contractor as additional
lease fees. Any amount so added shall bear interest at the rate of nine per cent (9%) per annum from
the date expended by County and shall be payable on demand. Such action by County shall not
constitute a waiver of any right or remedy which County may have on account of Contractor’s default.
b) Contractor may withhold payment of any claim in connection with a good faith dispute over the
obligation to pay, so long as County’s property interests are not jeopardized. If a lien is filed as a result
of nonpayment, Contractor shall, within thirty (30) days after knowledge of the filing, secure the
discharge of the lien or deposit with County cash or a sufficient corporate surety bond or other surety
satisfactory to County in an amount sufficient to discharge the lien plus any costs, attorney fees and
other charges that could accrue as a result of a foreclosure or sale under a lien.
9.. Sublease: The Contractor may not sublease the use of land and improvements covered under this
Ground Lease without County’s express written consent.
10. Default: The following shall be events of default:
a) Failure of Contractor to pay any rental fee or other charge within thirty (30) days after it is due.
b) Failure of Contractor to comply with any term or condition or fulfill any obligation of the Ground Lease
within thirty (30) days after written notice by County specifying the nature of the default with reasonable
particularity. If the default is in such a nature that it cannot be completely remedied within the thirty (30)
days period, this provision shall be complied with if Contractor begins correction of the default within the
thirty (30) day period and thereafter proceeds with reasonable diligence and in good faith to eaffect the
remedy as soon as practicable.
11. Remedies on Default:
a) In addition to any remedies set forth in the Agreement upon Contractor’s default the County,lawfully
at its option, may enter into and upon said Leased Premises and every part thereof, and repossess the
same of Contractor’s former estate, and expel said Contractor and those claiming by and through or
under Contractor, and remove Contractor’s effects at Contractor’s expense, forcibly if necessary, and
store the same, without being deemed guilty of trespass or breach of the peace and without prejudice to
any remedy which otherwise might be used for arrears of rental fees or preceding breach of covenant.
b) The foregoing remedies shall be in addition to, and shall not exclude, any other remedy available to
County under applicable law.
12. Structures and Fixtures:
a) Upon termination of this Ground Lease, any buildings or structures shall become the property of
County.
b) Except as otherwise provided in Paragraph 12(a), upon abandonment, termination, revocation, or
cancellation of this Ground Lease, the Contractor shall remove, within a reasonable time, all
improvements, fixtures and personal property except, that nothing in this lease shall be construed as to
relieve Contractor of Contractor’s affirmative obligation to surrender said premises in a condition which
complies with all local, state or federal environmental laws, regulations and orders applicable at the time
of surrender that was caused by Contractor or occurred during the term of this lease. Upon County’s
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written approval, Contractor may leave site improvements authorized by any land use permit.
Contractor’s obligation to observe and perform these covenants shall survive the expiration or the
termination of this Ground Lease. except those owned by County. If Contractor fails to remove all or
part of such improvements and fixtures within one hundred eighty (180) days, and such additional time
as is reasonable and necessary to effect such removal as may be agreed upon by the parties, then they
shall become the property of County. Provided however, County may use any bond or deposit held on
account of Contractor to cover the cost of removal of improvements and fixtures.
13. Access: Vehicular access to the Leased Premises shall be provided and designated by the County and
shall be part of the planned site road system. Access to t he Leased Premises on Knott Landfill roads
shall be limited to travel for business purposes only.
14. Storage of Product and Materials: Contractor shall not store on the Leased Premises at any one time
more than 20,000 gallons of liquid fuel. Contractor shall cause such Product in amounts exceeding such
amount to be shipped off site regularly so as not to exceed the maximum amounts.
15. Non commercial Product: The County is willing to accept for landfill any excess noncommercial product
that Contractor is unable ship off the Lease Premises. Conditions, packaging, and costs for said
landfilling of noncommercial Product shall be negotiated at the time such landfilling is requested by
Contractor.
16. Permits: Contractor shall be responsible for obtaining at its cost, and maintaining in good standing at all
times while occupying the Leased Premises, all permits and licenses necessary for the occupation and
use of the Leased Premises with the System. These permits shall include those that may be required
from the DEQ and Deschutes County. This Lease does not constitute a land use permit, nor does
acceptance of this Lease by County constitute approval of any legislative or quasi judicial action
required as a condition precedent to use of the land for the intended purpose. Contractor shall be
responsible for all costs associated with compliance with conditions attached to land use approval,
including without limitation on-site and off-site improvements.
17. Vacation of Leased Premises: Upon expiration or termination of this Ground Lease Contractor shall
leave the Leased Premises free of debris and toxins other than those associated with or present as part
of the Landfill operation.
18. TIME IS OF THE ESSENCE. Time is of the essence of each and every provision of this Lease.
19. BINDING EFFECT. All terms, provisions and conditions of this Lease shall be binding upon and inure to
the benefit of the parties and to their respective heirs, executors, administrators, agents,
representatives, successors and assigns.
20. NONWAIVER. Waiver by either party of strict per¬formance of any provision of this Lease shall not be a
waiver of or prejudice the party's right to require strict performance of the same provision in the future or
of any other provision.
21. RELEASE. Upon termination of this Lease Contractor shall execute all commercially reasonable forms
indicating its interest in the Premises is relinquished to the County.