LANDFILLS POST CLOSURE MANAGEMENT SERVICES REQUEST FOR PROPOSALS SCHOHARIE COUNTY-OTSEGO COUNTY-MONTGOMERY COUNTY

Transcription

1 LANDFILLS POST CLOSURE MANAGEMENT SERVICES REQUEST FOR PROPOSALS SCHOHARIE COUNTY-OTSEGO COUNTY-MONTGOMERY COUNTY January 3, 2014 Pursuant to the December 10, 2009 Post Closure Monitoring and Maintenance Agreement, Schoharie County, Otsego County, and Montgomery County are responsible for the disposition of the three closed landfills which are currently part of the Montgomery-Otsego-Schoharie Solid Waste Management Authority [MOSA] system. The governing boards of each of the three counties and MOSA have approved resolutions providing for the dissolution of MOSA effective April 30, 2014.The requisite authorization from New York State has been requested and a NYS Senate bill has been drafted for the consideration of the State Legislature and Governor. Approval is expected prior to April 30, Upon receipt of this approval, ownership of the landfills will be conveyed from MOSA to the three Counties. It is also anticipated that the Counties will organize an administrative structure to which the landfill manager shall report, and which shall be authorized to act on behalf of the Counties with respect to landfill matters. The Counties are identified herein as the Owner of the three closed landfills. The Counties will accept sealed proposals, subject to the requirements herein, for the management of all post-closure monitoring and maintenance services required for the landfills. The services will commence on May 1, Proposals must be submitted in a sealed envelope clearly marked PROPOSAL FOR LANDFILLS POST CLOSURE MANAGEMENT SERVICES on or before Monday February 17, 2014 at 3:00 pm EST to the Office of the Otsego County Purchasing Agent, 183 Main Street, Cooperstown, NY,

2 LANDFILLS POST CLOSURE MANAGEMENT SERVICES TABLE OF CONTENTS 1.0 GENERAL INFORMATION PAGE 1.1 Service to be Provided Legal Authority Owner s Rights Landfills Descriptions Criteria for Award Schedule Term & Termination Addenda and Amendments Minority and Women Owned Business Enterprises Iran Divestment Act Certification INSTRUCTION TO BIDDERS 2.1 Public Notice Mandatory Pre-Submission Meeting and Sites Visit Respondents Due Diligence Respondents Costs Prevailing Wages MOSA Surplus Equipment Questions and Clarifications Confidential Information Submission of Proposals Deadline and Location for Submission Performance Bond Required Forms SCOPE OF SERVICES REQUIRED PERFORMANCE 3.1 Post Closure Monitoring and Maintenance Plan Post Closure Monitoring and Maintenance Agreement Annual Engineer s Reports 11 2

3 3.4 Compliance With All Applicable Laws, Regulations, Rules Record Keeping, Reports, Responses, Interaction With Regulatory Agencies Reporting to Owner Routine Operations, Maintenance and Repair Leachate Management Landfill Gas/Air Monitoring Groundwater Monitoring Storm Water Management Operating Equipment and Vehicles Road Maintenance Building Maintenance Vector Control PAYMENT FOR SERVICES DRAFT CONTRACT 15 REQUIRED FORMS F1 Statement of Qualifications and Experience 16 F2 Statement of Non-Collusion 17 F3 Commitment of Indemnification & Insurance 18 F4 Proposal Amounts for Services Specified 19 F5 Proposal for Surplus Equipment [OPTIONAL] 20 APPENDICES A. Post Closure Monitoring and Maintenance Plan [available at B. Post Closure Monitoring and Maintenance Agreement [available at C. Annual Engineers Reports [available at D. Surplus Equipment List E. Leachate Disposal Contract F. Draft Contract 3

4 SECTION 1.0 GENERAL INFORMATION 1.1 Service to be Provided The Counties of Schoharie, Otsego and Montgomery [herein, collectively, Owner ] are responsible, pursuant to the Post-Closure Monitoring and Maintenance Agreement (the Post- Closure Agreement) dated December 10, 2009 (included as Appendix B), for the selection of a Manager to oversee the monitoring and maintenance of the landfills in accordance with the provisions thereof. The Montgomery-Otsego-Schoharie Solid Waste Management Authority [MOSA] has served as the Manager of the landfills under the Post-Closure Agreement since December MOSA has provided solid waste management services to the Counties since 1989 under the terms of a Service Agreement that will expire on April 30, The Counties have petitioned the New York State Legislature to adopt the legislation necessary to dissolve MOSA following the expiration of the Service Agreement. All terms and conditions of this RFP are subject to the adoption of the referenced State legislation. Pursuant to such legislation, title to the landfills currently held by MOSA will be transferred to the Counties jointly as the Owner. The Post-Closure Agreement will survive the expiration of the Service Agreement and the dissolution of MOSA. Therefore, the Counties are seeking proposals to select a Manager to provide landfill post closure management services commencing May 1, 2014 through December 31, 2018.This RFP is being issued on behalf of the Counties. MOSA is not responsible for this RFP or the subsequent award. The successful respondent [herein after referred to as the Manager] will be responsible for all required monitoring and maintenance of the landfills as specified herein. The Manager shall be required to follow the work set forth in the Post Closure Monitoring and Maintenance Plan and the Annual Engineer s Reports included as Appendices A and C. The Manager will be responsible for compliance with all regulatory requirements. As set forth in REQUIRED FORM F4, the Owner seeks proposals to meet all the requirements herein on the following basis: An annual lump sum amount for all required monitoring and general maintenance, AND A per gallon amount for the loading, transport, and disposal of all leachate in conformance with all applicable requirements. 1.2 Legal Authority This procurement is made pursuant to Section 104 of NYS General Municipal Law and Section 5 (D) of the Post-Closure Agreement. This RFP is following Otsego County Purchasing Policy and 4

5 Procedures. Each of the Counties and MOSA has duly approved resolutions seeking authorization from New York State to dissolve MOSA. It is expected that legislation authorizing the dissolution of MOSA will be adopted prior to April 30, However, whether or not such legislation is adopted, the Counties will remain responsible for the care and maintenance of the landfills pursuant to the Post-Closure Agreement and will have the authority to name a new Manager for the five year period commencing May 1, Selection of the new landfill Manager will be made pursuant to section 5(C) of the Post-Closure Agreement and the Criteria set forth in section 1.5 below. 1.3 Owner s Rights All submissions submitted in response to this RFP shall be and shall remain the property of the Owner. It shall be the sole right and responsibility for the Owner to determine the acceptability of the experience and qualifications of the respondents as one of the criteria for the award. The Owner reserves the right to make such investigations it deems necessary to determine the ability and capacity of the respondents to perform the work and fully satisfy all the requirements herein. All respondents will be expected to furnish such additional information requested by the Owner to make an evaluation of qualifications and experience. Further, the Owner reserves the sole right to consider modifications to the requirements herein. The Owner reserves the right to determine which respondent can best meet the Owner s requirements in the instance of two or more proposals being for the same amounts. The Owner reserves the right to reject all proposals. 5

6 1.4 Landfills Descriptions Location Central Landfill NYS Rt 5S, Town of Root, Montgomery County Construction/Demolition Landfill NYS Rt 28, Town of Otsego, Otsego County Eastern Landfill Antlers Road, Village of Fort Johnson, Montgomery County Size 32 Acres 1.9 Acres 47 Acres Closure Waste Mass 1.1 Million Tons NA 1.1 Million Tons Cap Low Permeability Soil Compacted Soil HDPE Over Low Permeability Soil Leachate Collection System 1 Gravity Line to 23,000 gallon underground tank None 5 Gravity Lines to 3 Pump Stations 49,000 gallon tank Gas 126 Passive vents 5 Monitoring Points Passive System to 2 Vents 22 Monitoring Points Groundwater 4 Monitoring Wells 1 Monitoring Well 6 Monitoring wells Currently, leachate from the closed landfills is delivered to wastewater treatment facilities in the City of Amsterdam and the Village of Canajoharie. MOSA has a contract with Canajoharie which expires May 31, 2014 [included as Appendix E]. There is no contract with Amsterdam. The Manager will utilize the current leachate disposal arrangements through the expiration on May 31, After that, the Manager will be required to make arrangements for leachate disposal at these or other facilities legally authorized to accept the leachate. Annual leachate generation over the past five years is shown below. Eastern Landfill Gallons Per Year Central Landfill Gallons Per Year Construction Demolition Landfill Gallons Per Year ,442,600 1,156, ,577,400 1,024, ,247,600 2,071, ,254,800 1,642, [through 11/8] 2,419,200 2,461,

7 1.5Criteria for Award The Owner shall consider the following in selecting a respondent to be the Manager: Annual lump sum price for monitoring and general maintenance Price per gallon for leachate loading, transport, and disposal Experience with managing closed landfills, particularly in New York State Track record of regulatory compliance Professional qualifications Financial standing Other factors the Owner may deem relevant 1.6 Schedule Issuance of RFP January 3, 2014 Mandatory Pre-Submission Meeting & Sites Visit January 27, 2014 Deadline for Comments on RFP January 27, 2014 Period for Modifications [if any] by Owner January 27-February 10,2014 Sealed Proposals Due February 17, 2014 Expected Award March 15, 2014 Commence Work May 1, Term & Termination The term of service shall be through December 31, The Owner may terminate the service for cause upon 45 days notice. 1.8 Addenda and Amendments Any modifications to the Request for Proposals by the Owner shall be made no later than February 10, 2014 and all prospective respondents, as identified at the mandatory presubmission meeting and sites visit, shall be notified by Minority and Women Owned Business Enterprises The Owner encourages Minority and Women Owned Business Enterprises as certified by the State of New York to participate in the competitive bidding process. 7

8 1.10 Iran Divestment Act Certification Pursuant to the Iran Divestment Act of 2012, Chapter 1 of the 2012 Laws of New York and State Finance Law Section 165-a, the submission of a proposal in response to this RFP and the award of a contract hereunder by each respondent certifies that the respondent will fully comply with the Act and the Law and as such the respondent will not utilize any entity on the prohibited entities list. SECTION 2.0 INSTRUCTION TO RESPONDENTS 2.1 Public Notice Public notice of this Request for Proposals is being published in the official newspapers of Schoharie, Otsego, and Montgomery Counties and MOSA as follows: The Daily Gazette The Amsterdam Recorder The Oneonta Daily Star The Times Journal The Mountain Eagle The Freeman s Journal 2.2 Mandatory Pre-Submission Meeting and Sites Visit All prospective respondents shall be required to have an authorized individual attend the mandatory pre-submission meeting and visit to each of the three (3) landfills. The meeting will start at 10:00 am on Monday January 27, 2014 at the MOSA office, Route 7, Howe s Cave, NY. Depending on weather conditions, the Owner will lead all prospective respondents to a visit of each of the three (3) landfills. If the weather does not allow for safe travel to the landfills, prospective respondents will be provided access to the landfills by appointment prior to February 10,

9 2.3 Respondents Due Diligence It shall be the sole responsibility of each prospective respondent to complete whatever research and investigation they deem necessary or desirable related to the landfills and their proposal to provide post closure management services for the landfills. No information contained herein, nor any information provided by or available from the Counties and MOSA, shall relieve any respondent from any risk or from fulfilling all the requirements set forth herein. 2.4 Respondents Costs The costs incurred for the preparation of a proposal, including but not limited to attendance at meetings, site visits, preparation of costs estimates, preparation of engineering evaluations, phone calls, consultation with regulators, completion of proposal forms, and any and all matters related to the submission of a proposal shall be the sole responsibility of the prospective respondent. The Owner accepts no responsibility in this regard. 2.5 Prevailing Wages All proposals shall include, at a minimum, the payment of prevailing wages, as set forth by the NYS Department of Labor, for all work specified herein. A prevailing wage schedule has been requested and secured and can be viewed at http//wpp.labor.state.ny.us/wpp/publicviewproject.do?method=showit&id= MOSA Surplus Equipment As the former owner of the landfill, MOSA has been responsible for post closure monitoring and maintenance. The equipment used by MOSA in this regard is being transferred to the Owner as part of the process to dissolve MOSA. The Owner is making this equipment available for purchase on an AS IS WHERE IS basis as part of this Request for Proposals. A list of the equipment is included as Appendix D. Each item will be sold separately. SUBMISSION OF A PROPOSAL TO PURCHASE THE EQUIPMENT IS STRICTLY OPTIONAL. IT IS NOT MANDATORY THAT A PROPOSAL BE SUBMITTED TO PURCHASE THE EQUIPMENT. ANY PROPOSAL TO PURCHASE THE EQUIPMENT WILL NOT BE A FACTOR IN THE AWARD FOR POST CLOSURE MANAGEMENT SERVICES. THE OWNER MAY SELL THE EQUIPMENT AS PART OF THIS RFP OR MAY SUBSEQUENTLY CONDUCT A SURPLUS SALE OF THE EQUIPMENT. 2.7 Questions and Clarifications Any and all prospective respondents are responsible for compliance with New York State Finance Law Sections 139-j and 139-k with respect to communications with any representative 9

10 of Schoharie County, Otsego County, Montgomery County and MOSA. Any questions or clarifications sought by a prospective respondent shall be made in writing to the Otsego County Attorney no later than January 27, 2014, and all prospective respondents, as identified at the mandatory pre-submission meeting and sites visit, shall receive a response by Confidential Information All information submitted in response to this Request for Proposals shall be governed by the NYS Freedom of Information Law [FOIL] and shall be presumed to be public information. If a respondent believes that certain of the information submitted is exempt from the NYS FOIL, the respondent may submit a request to the Otsego County Attorney specifically identifying that information in the proposal believed to be exempt as well as the specific basis for such an exemption under the law. The Otsego County Attorney shall decide whether or not the request for exemption can be approved. The Owner shall assume no liability for the public disclosure of information submitted that is deemed not to qualify for exemption from disclosure. 2.9 Submission of Proposals Deadline and Location for Submission Proposals must be submitted in a sealed envelope clearly marked PROPOSAL FOR LANDFILLS POST CLOSURE MANAGEMENT SERVICES on or before Monday February 17, 2014 at 3:00 pm EST to the Office of the Otsego County Purchasing Agent, 183 Main Street, Cooperstown, NY, Permission will not be granted to modify or withdraw a proposal once submitted Performance Bond No later than April 1, 2014 the successful respondent shall be required to submit a performance bond which shall be renewed as required and shall remain in effect through December 31, 2018 and any such period the contract is extended. The bond shall be in the amount of 33% of the total cost to the Owner for the first 12 months of service Required Forms Each respondent shall complete and submit 10 copies of each of the following forms listed below and attached hereto: F1 Statement of Qualifications and Experience F2 Statement of Non-Collusion F3 Commitment of Indemnification & Insurance F4 Proposal Amounts for Services Specified F5 Proposal for Surplus Equipment [OPTIONAL] 10

11 SECTION 3.0 SCOPE OF SERVICES REQUIRED PERFORMANCE Upon award by the Owner of a contract for the provision of Landfills Post Closure Management Services, the Manager shall be required to provide the services set forth in the Post Closure Monitoring and Maintenance Plan included as Appendix A [available at http// and as summarized herein. The Manager shall not be an agent of the Owner unless specifically authorized by the Owner. 3.1 Post Closure Monitoring and Maintenance Plan The Manager shall follow all the protocols and procedures contained in the Post Closure Monitoring and Maintenance Plan included as Appendix A [available at http// prepared by Barton and Loguidice, PC, [B&L]. 3.2 Post Closure Monitoring and Maintenance Agreement The Counties and MOSA approved the Post Closure Monitoring and Maintenance Agreement on December 10, 2009 which is included as Appendix B [available at The successful respondent for this Request for Proposals shall be designated the Post Closure Manager pursuant to the Post Closure Monitoring and Maintenance Agreement. 3.3 Annual Engineer s Reports Annual Engineer s Reports [AER], [copies for are included as Appendix C and available at http// have been prepared pursuant to the Post Closure Monitoring and Maintenance Agreement dated December 10, The purpose of the AER is to provide an independent third party evaluation of the condition of the landfills, a review of the effectiveness of the maintenance at the landfills, and the identification of any necessary repairs or other extraordinary measures at the landfills that are outside the scope of regular annual monitoring and maintenance by the Manager. The Manager shall be responsible for review of the AER s for and for determining if the recommended actions in those reports have been completed. If the Manager finds that any such work has not yet been completed, the Manager shall notify the Owner no later than July 1, 2014 and will identify a schedule and cost for completion of such work. The Owner recognizes that this cost, if it is in fact necessary, is not part of the proposals submitted in response to this Request for Proposals. 11

12 The Manager will provide for the annual preparation of the AER in conformance with the Post Closure Monitoring and Maintenance Agreement. For each year of the service under this Request for Proposals the Manager will review the AER with the Owner. The Owner may elect to contract with the Manager or with a different contractor for the completion of such work. The Owner recognizes that this cost, if it is in fact necessary, is not part of the proposals submitted in response to this Request for Proposals. 3.4 Compliance With All Applicable Laws, Regulations, and Rules The Manager shall be responsible to insure that the landfills are in compliance with all applicable federal, state, and local laws, regulations and rules, including but not limited to all applicable regulations, as revised, pertaining to the collection, transportation and disposal of leachate, air emissions, storm water management, landfill grading and landfill maintenance. The Manager shall be solely responsible for obtaining, renewing and maintaining all applicable statutory and regulatory permits and approvals. To the extent that any taxes of any form are levied and due pertaining to the services herein such taxes shall be the sole responsibility of the Manager and shall be included in the proposed prices submitted. The Owner shall be responsible for property taxes, if any. 3.5 Record Keeping, Reports, Responses, Interaction With Regulatory Agencies The Owner expects the manager to deal with all routine regulatory matters such as coordinating inspections, reporting, and responding to questions from regulators. The Manager shall be responsible for keeping records of all matters pertaining to the monitoring and maintenance of the landfills, compiling all necessary reports to the regulatory agencies, for preparing responses to questions on reports and information submitted, and for all forms of interaction with the regulatory agencies. 3.6 Reporting to Owner The Manager shall maintain records of all activities set forth in the Post Closure Monitoring and Maintenance Plan including but not limited to service contracts, work orders, permits, test results, equipment and vehicle maintenance logs, leachate volumes generated, hauled and disposed, all regulatory correspondence and notices. The Manager shall make such records available to the Owner for review at any time. The Manager shall submit written quarterly reports to the Owner, coincident with the quarterly billing, that describes all work performed and all regulatory correspondence. In addition, the Manager shall meet in person quarterly with the Oversight Committee of the Owner to review all work performed. If requested by the 12

13 Owner, the Manager shall meet with the requesting County legislative board or committee. The Manager shall submit an annual report of all work performed to the Owner. 3.7 Routine Operation, Maintenance and Repair The Manager shall be required to fully implement all of the procedures and protocols set forth in the Post Closure Monitoring and Maintenance Plan, prepared by Barton and Loguidice, PC. This Plan shall govern the required performance by the Manager. The following subsections are intended only as an informational summary of the requirements. To the extent there is any discrepancy or omission between the subsections below and the Post Closure Monitoring and Maintenance Plan the Plan shall govern Leachate Management The Manager shall be responsible for: Obtaining contracts for the disposal of leachate. Daily management of leachate tank volumes Inspections of leachate storage tanks, manholes, pumps and secondary containment areas. Recording hours of operation for pumps. Maintaining, repairing and replacing pumps as necessary. Testing leachate parameters and reporting. Transportation of leachate from the landfills to the approved leachate disposal facility. Discharge of leachate at approved disposal facility. Clearing and cleaning leachate collection lines as necessary. Payment for leachate disposal Landfill Gas/Air Monitoring The Manager shall be responsible for: Inspections of vents and flares. Operating, maintaining, and repairing the gas collection and venting/flaring system. Completing all required sampling, testing and reporting Groundwater Monitoring The Manager shall be responsible for: 13

14 Inspections of monitoring wells. Maintenance and repair of monitoring wells. Completing all required sampling, testing and reporting Storm Water Management The Manager shall be responsible for: Inspections of the landfill caps and all associated surface water drainage systems. Maintenance and repair of all erosion and regular removal of sedimentation. Completing all required sampling, testing and reporting Operating Equipment and Vehicles The Manager shall be responsible for: Acquiring all necessary equipment and vehicles for all landfills post closure management services specified herein. Completing all regular and preventive maintenance on such equipment. Insuring that adequate equipment and vehicles are always available to fully satisfy the requirements of the landfills post closure management services. Acquiring all necessary waste transporter permits, overweight permits and other permits required for the safe and efficient transport of leachate Road Maintenance The Manager shall be responsible for the maintenance and upkeep of all roads servicing the closed landfills including but not limited to repair and reconstruction as necessary, maintenance of roadside ditches and other drainage systems, maintenance of all gates and fencing, construction of new service roads if necessary, dust control as necessary, and snow plowing Building Maintenance The Manager shall be responsible for: Maintaining the buildings in good working order including but not limited to the roof, doors, siding, and utilities equipment. Payment for all utilities. 14

15 3.7.8 Vector Control The Manager shall be responsible for taking any and all actions to eliminate all potential disease vectors at the closed landfills and the associated areas and buildings. SECTION 4.0 PAYMENT FOR SERVICES The Manager will submit monthly certified invoices detailing expenses to each of the Counties. Within 20 days of the end of each fiscal quarter [March 31, June 30, September 30, and December 31] each County will deposit in the Post Closure Operating Fund their defined share [18% from Schoharie County, 40% from Otsego County, and 42% from Montgomery County] of the amount due from the certified invoices for the preceding three [3] months. Within 30 days of the end of each fiscal quarter, the Owner s designee shall make payment to the Manager for the full amount of the certified invoices for the preceding three [3] months. SECTION 5.0 DRAFT CONTRACT A draft contract for the provision of landfills post closure management services is included as Appendix F. 15

16 REQUIRED FORM F1 STATEMENT OF QUALIFICATIONS AND EXPERIENCE Each respondent shall provide a written summary of qualifications to perform the landfills post closure management services. This shall include a list and description of specific experience with landfill operation, closure and post closure activities. A minimum of three (3) references shall be provided. Company Name Company Representative Name Address Address Phone References [company name, contact, phone and ] PLEASE ATTACH WRITTEN SUMMARY OF QUALIFICATIONS AND EXPERIENCE 16

17 REQUIRED FORM F2 STATEMENT OF NON-COLLUSION By submission of this proposal, I certify that to the best of knowledge and belief: 1. The prices in this proposal have been arrived at independently without collusion, consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other respondent or with any competitor; and 2. Unless otherwise required by law, the prices which have been quoted in this proposal have not been knowingly disclosed by the respondent and will not knowingly be disclosed by the respondent prior to opening, directly or indirectly to any other respondent or to any competitor; and 3. No attempt has been made or will be made by the respondent to induce any other person. Partnership or corporation to submit or not to submit a proposal for the purpose of restricting competition. Sign Date Name Company Name 17

18 REQUIRED FORM F3 COMMITMENT OF INDEMNIFICATION & INSURANCE By submission of this proposal I certify that (company name) will as part of the contract for the provision of landfills post closure management services indemnify the Owner of all liability related to the Manager s work under the contract; and I further certify that ( company name) will provide 1) general liability insurance in the amount of $2,000,000covering all actions of the company as Manager providing landfills post closure management services, and 2) environmental liability insurance in the amount of $2,000,000 covering all actions of the company as Manager providing landfills post closure management services. Sign Date Name Company Name 18

19 REQUIRED FORM F4 PROPOSAL AMOUNTS FOR SERVICES SPECIFIED For the provision of all services specified in this Request for Proposals, and specifically for all the work and requirements set forth in the Post Closure Monitoring and Maintenance Plan, I hereby submit the following proposal: Lump Sum for Monitoring and General Maintenance Per Gallon for Leachate May 1, 2014 through Dec 31, 2014 $ $ per gallon Jan 1, 2015 through Dec 31, 2015 $ $ per gallon Jan 1, 2016 through Dec 31, 2016 $ $ per gallon Jan 1, 2017 through Dec 31, 2017 $ $ per gallon Jan 1, 2018 through Dec 31, 2018 $ $ per gallon Sign Date Name Title Company Name Company Address 19

20 REQUIRED FORM F5 - PROPOSAL FOR SURPLUS EQUIPMENT SUBMISSION OF A PROPOSAL OR PROPOSALS TO PURCHASE THE EQUIPMENT LISTED BELOW IS STRICTLY OPTIONAL Respondents ARE NOT required to submit a proposal for any of the equipment or vehicles listed below. Respondents may elect to submit a proposal on any number of the items listed. I elect not to submit any proposal for the equipment listed below. Sign Date Name Title Company Name I submit the following proposal(s) for the equipment listed below. Sign Date Name Title Company Name 20

21 List of equipment & vehicles: 21

22

23 APPENDIX A POST CLOSURE MONITORING and MAINTENANCE PLAN Available at 22

24 APPENDIX B POST CLOSURE MONITORING and MAINTENANCE AGREEMENT Available at 23

25 APPENDIX C ANNUAL ENGINEERS REPORTS Available at 24

26 APPENDIX D SURPLUS EQUIPMENT LIST 25

27

28 APPENDIX E LEACHATE DISPOSAL AGREEMENT 26

29

30

31

32

33 APPENDIX F DRAFT AGREEMENT 27

34 AGREEMENT THIS AGREEMENT made this day of, 2014 by and between the COUNTIES OF MONTGOMERY,OTSEGO and SCHOHARIE, all municipal corporations of the State of New York, and all being joint owners of certain Landfills referred to herein, said counties collectively referred to hereinafter as OWNER, and hereinafter referred to as CONTRACTOR; WITNESSETH: WHEREAS, OWNER wishes to enter into a contract for the provision of professional services for the management of the landfills known as the Central Landfill located at NYS Rt 5S, Town of Root, Montgomery County, the Eastern Landfill located at Antlers Road, Village of Fort Johnson, Montgomery County, and the Construction and Demolition Debris Landfill located at NYS Rt 28, Town of Otsego, Otsego County, (hereinafter, collectively, the Landfills and WHEREAS, a Request for Proposals was issued on behalf of all counties on January, 2014 and WHEREAS, CONTRACTOR can provide such services and; WHEREAS, the OWNER and CONTRACTOR desire to enter into a contract for the provision of such services, and

35 WHEREAS, by Resolutions duly adopted by the governing bodies of the OWNER on the day of, 2014 copies of which are attached hereto and made a part hereof, the OWNER was authorized to enter into a contract with CONTRACTOR, for the CONTRACTOR to act as Landfill Manager and to provide the services described herein. NOW, THEREFORE, in consideration of the mutual promises, terms and obligations hereinafter made, as well as other good and valuable consideration, the OWNER and the CONTRACTOR mutually agree and obligate themselves as follows: 1. PURPOSE. To enter into a written contract setting forth the terms and obligations of each of the parties whereby the CONTRACTOR shall serve as the Landfill Manager for the Landfills, as that term is defined in the Post-Closure Monitoring and Maintenance Agreement (the Post-Closure Agreement) dated December 10, 2009, annexed hereto and made a part hereof.. 2. SERVICES TO BE PERFORMED. The CONTRACTOR shall provide the services described in the Request for Proposals, the Post-Closure Agreement, and the Post Closure Monitoring and Maintenance Plan, together with the terms and conditions of Exhibit "A", all attached hereto and made a part hereof. 3. TERM.. The term of this contract shall commence upon execution by the parries and shall continue until December 31, 2018, unless earlier terminated in accordance herewith.. 4. PRICE. See Exhibit B attached. 5. STANDARD PROVISIONS. Exhibit "C" (Standard Provisions) is attached hereto and made a part of this contract.

36 IN WITNESS WHEREOF, each of the parties hereto has caused this agreement to be executed as of the day and year first above written. OWNER COUNTY OF OTSEGO by: OWNER COUNTY OF MONTGOMERY by: OWNER COUNTY OF SCHOHARIE by: CONTRACTOR By

37 EXHIBIT A SERVICES RENDERED CONTRACTOR shall provide services as Landfill Manager to the OWNER according to the terms of the Request for Proposals, the Post-Closure Agreement, and the Landfill Operation and Maintenance Plan, as the same are modified or conditioned by SCHEDULE A-1 attached hereto entitled Additional Terms and Conditions SCHEDULE A-1 ADDITIONAL TERMS AND CONDITIONS SHALL BE DISTRIBUTED BY ADDENDUM TO THE REQUEST FOR PROPOSALS FOLLOWING SITE VISITS.

38 EXHIBIT B SCHEDULE OF PAYMENTS The OWNER will pay CONTRACTOR according to the following schedule:

39 EXHIBIT C STANDARD PROVISIONS 1. AGENCY. This agreement in no way establishes an agency relationship between the CONTRACTOR and OWNER. Each party shall maintain its independence and its separate identity. Each party shall have exclusive control of its management, employee, staff, policies and assets. Neither party assumes any liability for the acts of the other party. 2. ASSIGNMENT. This contract may not be assigned by the CONTRACTOR without prior express written approval by the OWNER. The terms of this contract shall be binding upon the successors, heirs and assigns of the parties hereto, in the event of approved assignment. 3. MODIFICATION. There shall be no oral modifications of this contract and any modification or amendment of the terms of this contract shall not be binding unless executed in writing by the parties hereto. The terms of this written agreement contain the entire understanding between the parties and supersede any oral representations previously made. 4. GOVERNING LAW. The terms of this contract shall be governed pursuant to the laws of the State of New York. The goods and/or services provided shall comply with all Federal, State and local statutes, rules and regulations. 5. RENEWAL. (If applicable) This contract may not be renewed without the prior approval of the Contractor and by resolution of the Board of Representatives of the OWNER unless specifically provided for herein by authorizing resolution. 6. HOLD HARMLESS. The CONTRACTOR and the OWNER shall hold harmless and indemnify the other party from and against liability, loss, damage, cost and expense which such other party may suffer from any claim, demand, suit or cause of action which may be made or had against it by reason of the negligence or malpractice on the part of the indemnifying party, including its agents, servants or employees. 7. EXECUTORY CLAUSE. This Agreement shall be deemed executory only to the extent of the monies appropriated and available for the purpose of this Agreement, and no liability on account thereof shall be incurred by the OWNER beyond the amount of such monies. It is understood that neither this agreement nor any representation by any public employee or officer create any legal or moral

40 obligation to request, appropriate or make available monies for the purpose of this Agreement. The OWNER shall promptly notify CONTRACTOR in writing when there are no monies have been appropriated or when appropriated monies have been exhausted for the CONTRACTOR S services under this Agreement. 8. INSURANCE. The CONTRACTOR shall maintain for the term of this contract, general and auto liability insurance with a minimum limit of $500,000/$1,000,000. The CONTRACTOR shall provide the OWNER, at the time of signing this contract, a Certificate of Insurance, naming OWNER as an additional insured; which insurance shall further state that the coverage may not be changed or canceled without ten (10) days prior notice to the OWNER as an additional insured. The CONTRACTOR shall also provide the OWNER, at the time of signing this Agreement, proof of Workers' Compensation coverage. 9. BINDING EFFECT. This Agreement shall be binding upon the parties, their successors and assigns. 10. TERMINATION. (For Service Contracts Only) This Agreement may be terminated by the OWNER upon 60 days notice at any time, and on 30 days notice in the event of default in performance by the CONTRACTOR. 11. INDEMNIFICATION. The party seeking indemnification hereunder shall promptly notify the indemnifying party in writing of receipt of notice of commencement of any action with respect to which a claim for indemnification is to be made hereunder. The indemnifying party will be entitled to assume the defense of such action with counsel reasonably acceptable to the indemnified party and after notice from the indemnified party to the indemnified party of its election to assume the defense thereof. The indemnifying party will not be liable to the indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof. 12. COOPERATION BETWEEN PARTIES. Each of the parties hereto agree to cooperate with each other to expeditiously complete the terms of this contract and to conduct their operations in a relationship of trust and confidence, one with the other. 13. NON-DISCRIMINATION. The CONTRACTOR expressly agrees: (a) that in the hiring of employees for the performance of work under this Agreement or any subcontract hereunder, no contractor, subcontractor, nor any person acting on behalf of such contractor or subcontractor, shall by reason of race,

41 creed, color, sex, age, physical disability or national origin discriminate against any citizen of the State of New York who is qualified and available to perform the work to which the employment relates; and (b) that no contractor, subcontractor, nor any person on his/her behalf shall, in any manner, discriminate against or intimidate any employee hired for the performance of work under this Agreement on account of race, creed, color, sex, age, physical disability or national origin; and (c) that there may be deducted from the amount payable to the CONTRACTOR by the OWNER under this Agreement a penalty of fifty dollars for each person for each calendar day during which such person was discriminated against or intimated in violation of the provisions of this Agreement; and (d) that this Agreement may be canceled or terminated by the OWNER, and all moneys due or to become due hereunder may be forfeited, for a second or any subsequent violation of this section of the Agreement. CONTRACTOR shall comply with all rules and regulations of the Americans with Disabilities Act (ADA). 14. CONTRACT DOCUMENTS. The Contract Documents shall consist of the following (including their attachments and exhibits): This Agreement Exhibit A, Exhibit A-1 Exhibit B Exhibit C Certificate(s) of Insurance The Post-Closure Agreement The Landfill Operation and Maintenance Plan The Request for Proposals This Agreement, together with the above-named documents, which said other Documents are as fully a part of the contract as if hereto attached or herein repeated, forms the Contract between the parties hereto. In the event that any provision of any attachment or other component made a part hereof is inconsistent

42 with Exhibit C, Items 1-16, then Exhibit C, Items 1-16 shall govern except as otherwise specifically stated. The OWNER will be provided a reasonable number of copies of such of the documents prepared by the CONTRACTOR as the OWNER deems appropriate. The cost of such copies shall be borne by the CONTRACTOR. 15. PROGRESS REPORTS (for service contracts only). The CONTRACTOR shall issue progress reports to the OWNER as the OWNER may direct and shall immediately inform the OWNER in writing of any cause for delay in the performance of its obligations under this Agreement. 16. CONFLICTS OF INTEREST. The CONTRACTOR agrees that it has no interest and will not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of the services and duties hereunder. The CONTRACTOR further agrees that, in the performance of this Agreement, no person having any such interest shall be employed by it. The CONTRACTOR represents and warrants that it has not employed or retained any person, other than a bona fide full time salaried employee working solely for the CONTRACTOR to solicit or secure this Agreement, and that it has not paid or agreed to pay any person (other than payments of fixed salary to a bona fide full time salaried employee working solely for he CONTRACTOR) any fee, commission, percentage, gift or other consideration, contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision without limiting any other rights or remedies to which the OWNER may be entitled or any civil or criminal penalty to which any violator may be liable, the OWNER shall have the right, in its discretion, to terminate this Agreement without liability, and to deduct the contract price, or otherwise to recover, the full amount of such fee, commission, percentage, gift or consideration. The CONTRACTOR hereby stipulates and certifies that there is no member of any OWNER legislature or other OWNER officer or employee forbidden by law to be interested in the Agreement directly or indirectly, who will benefit therefrom or who is a party thereto. 17. PRIVILEGED INFORMATION. Nothing contained in this Agreement shall require CONTRACTOR to share the protected health information or other privileged information with the OWNER.