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INTERGOVERNMENTAL AGREEMENT BETWEEN LUKE AIR FORCE BASE AND
THE CITY OF GLENDALE FOR SOLID WASTE COLLECTION, CONTAINER MAINTENANCE, LANDFILL
DISPOSAL AND RECYCLING SERVICES
‘THIS INTERGOVERNMENTAL AGREEMENT FOR SOLID WASTE COLLECTION, CONTAINER
MAINTENANCE, LANDFILL DISPOSAL AND RECYCLING SERVICES ("Agreement") is made and
entered into between Luke Air Force Base, a Department of the Air Force Installation ("Luke Air Force Base")
and the City of Glendale, an Arizona municipal corporation ("Glendale"). Luke Air Force Base and Glendale
are referred to herein collectively as the "Parties" or individually as a "Party."
RECITALS
A. Luke Air Force Base and Glendale agree to enter into this mutually beneficial Intergovernmental
Agreement for Solid Waste Collection, Container Maintenance, Landfill Disposal and Recycling Services.
B. Luke Air Force Base and Glendale are authorized and empowered by provisions of their respective
charters and the Arizona Revised Statutes § 11-952 to enter into this agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by reference,
the mutual promises and covenants set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Luke Air Force Base and Glendale hereby agree as follows:
1. DEFINITIONS.
‘The capitalized terms contained in this Agreement and not otherwise defined shall have the meanings set forth
below:
"ADEQ" means the Arizona Department of Environmental Quality or any successor department or agency.
"Applicable Laws, Rules, and Regulations" means the laws, statutes, regulations and rules enacted by the federal
government or any agency thereof, and the state or any political subdivision thereof, affecting the activities
conducted and the services provided under this Agreement, the Performance Work Statement, and Standard
Form 1449 (Contract Documents), as such laws, statutes, regulations and rules are now in effect or as adopted
subsequently.
“Contract Documents” means collectively the Performance Work Statement for Integrated Solid Waste
Management, the Standard Form 1449, and this Intergovernmental Agreement (IGA).
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@) household hazardous wastes;
(ii) commercial waste (originating from entities such as restaurants, stores, markets, theaters,
hotels, and warehouses);
(iit) institutional waste material originating in schools, hospitals, research institutions, and public
buildings;
(iv) small amounts of remodeling, demolition, roofing materials and other construction debris;
(v) water treatment plant or wastewater sludge, capable of passing the mandated paint filter test,
and delivered with an acceptable lab report (sample analysis according to appropriate waste
testing protocol established by the Landfill, as defined below); and
(vi) Friable and non-friable asbestos containing waste material.
“Non-Recyclable Material” also includes Hazardous Waste, Special Waste, Medical Waste, including
Biohazardous Medical Waste, and any Unpermitted Waste or any mixture, portion or fraction thereof as defined
herein or applicable federal or state law.
“Performance Work Statement for Integrated Solid Waste Management” means the scope of work for the
City’s performance of the tasks associated with this Intergovernmental Agreement (IGA). The Performance
Work Statement generally describes the personnel, equipment, tools, materials, vehicles, supervision and other
items and services the City will provide Luke Air Force to manage the collection, transportation, disposal
and/or processing of Solid Waste and Recyclable Material under the IGA. The Performance Work Statement
may also contain provision or citations to standards or requirements applicable to this contract under the
Federal Acquisition Regulations. The Performance Work Statement is incorporated herein by reference and is
an enforceable part of the Agreement. In the event any term, including, but not limited to, the requirements,
specification or obligations, contained in the Performance Work Statement conflict with those contain in this
IGA, the term of this IGA shall control.
“Recyclable Material” means post-consumer materials which may be collected, separated, cleansed, treated or
reconstituted and returned to the stream of commerce. Recyclable Materials may include, but are not limited
to: (1) paper, including all office paper, copy paper, envelopes, junk mail, newspaper, advertising inserts,
magazines, catalogs, NCR forms, telephone books, and brown paper bags; (2) cardboard, excluding all packing
material; (3) glass, such as consumer beverage bottles, and other glass containers (4) Plastic bottles and
containers; such as, PET #1 plastics, such as water bottles and soda bottles, HDPE Natural #2 plastics, such
as milk and water jugs, HDPE Colored #2 plastics, such as shampoo bottles and laundry detergent bottles, #4
LDPE plastics, such as squeezable bottles, #5 Polypropylene such as yogurt cups, water bottles, ketchup and
syrup bottles (5) Used Beverage Containers (UBC), such as aluminum cans; and (6) other materials which may
be pre-approved and processed by the Processing Facility.
“Recycling Fee” means the total rate charged per ton as adjusted by Glendale for Recycling Material collected
from Luke Air Force Base, as more fully set forth in Section 3 of this Agreement. The Recycling Fee shall
include the rate charged by the Processing Facility and any applicable taxes, fees, or levies, or other costs
(including a fuel surcharge) that Glendale incurs to collect, transport and process the Recyclable Material.
"Solid Waste" Both parties agree that Solid Waste means any MSW or Food Waste as referenced in the
Performance Standards, that Glendale is authorized to dispose of in the Landfill according to its ADEQ-
approved Solid Waste Management Plan.
"Solid Waste Management Plan" shall have the meaning as set forth in A.R.S. § 49-701, as amended.
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D. Glendale shall have the right to refuse to collect or accept any waste or load it suspects contains
Unpermitted Waste for transport to and disposal.
E. In the event Glendale identifies any load that contains Unpermitted Waste and refuses to collect it at
Luke Air Force Base, the City will notify Luke Air Force Base of its decision not to collect the Unpermitted
Waste. In the alternative, Glendale may collect the Unpermitted Waste and arrange for its proper disposal at
an acceptable facility other than the Glendale Landfill and notify Luke Air Force Base of any additional charges
related to collection, transportation and disposal of the Unpermitted Waste in the acceptable receiving facility.
Glendale will only proceed to collect, transport and dispose of such Unpermitted Waste once it has obtained
Luke Air Force Base’s approval to pay such additional charges in accordance with Section 3.3 H. Any additional
charges for the collection, transportation and disposal of Unpermitted Waste will be reimbursed against the
corresponding Contract Line-Item Number reflected in Section C and Appendix A listed as an attachment in
Section J of the Standard Form 1449.
F. Luke Air Force Base and Glendale recognize that although Waste Tires constitute Unpermitted Waste,
Waste Tires may, on occasion, despite its best efforts, be mixed with Solid Waste collected at Luke Air Force
Base. In the event that Waste Tires are discovered in a Solid Waste load after it has been collected and
transported to the Glendale Landfill for disposal, Glendale will manage and dispose of such Waste Tires in
accordance with the Solid Waste Management Plan for the Landfill. However, should the receipt and disposal
of Waste Tires become unduly burdensome for the Landfill, the Parties will meet to develop a strategy to
address the problem. Although the Parties agree to meet to address this problem in good faith, nothing in this
subsection prevents or interferes with Glendale's right to exercise its rights under subsection 2.1 G. below
and/or Section 7 herein.
G. Appliances or other waste containing Freon cannot be serviced by the City. In the event an appliance
or other waste containing Freon is discovered by the City after a load is transported to the Landfill for disposal,
the City will dispose of the waste and charge Luke Air Force Base an additional fee for such disposal as provided
in Section 3.3 F. This fee is subject to change at any time to reflect the market cost of Freon removal, material
handling and disposal.
H. Discovery of Unpermitted Waste. If Glendale discovers or suspects that Unpermitted Waste is in a
load collected from Luke Air Force Base after it has been transported to the Landfill for disposal, Glendale
shall:
1 Isolate, remove and set aside that portion of the load which it determines is or may
be Unpermitted Waste.
i, Notify Luke Air Force Base of the discovery of Unpermitted Waste within one hour
of that discovery, unless that discovery occurs after 4:00 p.m., in which case,
notification shall be given by 9:00 a.m. of the next business day.
iii. Gather, preserve, maintain and make available to Luke Ait Force Base all evidence
demonstrating that the Unpermitted Waste was collected from Luke Air Force Base.
iv. Test or arrange to have the suspected Unpermitted Waste tested to ascertain whether
that waste is Unpermitted Waste.
v. Allow Luke Air Force Base to: (1) inspect such Unpermitted Waste within 8 hours of
notice to Luke Air Force Base of the existence of such waste; and (2) test the waste
with a summary of all transactions on a monthly basis as specified in Section 3.1. Information on specific
transactions or a daily report will be generated upon request.
2.3 RECYCLABLE MATERIALS.
A. Glendale shall provide equipment and supplies, including, but not limited to, containers, bins, and
vehicles, sufficient to collect, transport and process Recyclable Material from Luke Air Force Base in
accordance with the Contract Documents.
B. Luke Air Force Base will be charged the fees established in Appendix A to this Agreement for
Glendale’s collection, transportation, management, and recycling of all Recyclable Material.
c. Glendale shall have the right to refuse to collect and transport Recyclable Material mixed with Non-
Recyclable Material. The Processing Facility shall also have the right to refuse to process any load of Recyclable
Material if such a load would require the Processing facility to segregate, sort and process substantial amounts
of Non-Recyclable Materials. The Parties agree that the Processing Facility may refuse to perform such services
in its sole, unreviewable discretion.
D. Rejection of Non-Recyclable Material. Glendale and the Processing Facility shall have the right to reject
any and all Non-Recyclable Material(s) after the load is unloaded at the Processing Facility by giving notice to
Luke Air Force Base as set forth in Section 2.2 E. above. Non-Recyclable Material shall be sorted and processed
at the Processing Facility if not rejected.
E. Disposal of Non-Recyclable Material. If Non-Recyclable Material is discovered at the Processing
Facility and the City believes that the Non-Recyclable Material was collected at Luke Air Force Base, Luke Air
Force Base shall: (a) to the extent practicable, promptly remove and properly dispose of the Non-Recyclable
Material; or (b) pay Glendale the actual cost for proper disposal of the Non-Recyclable Material at the Landfill,
except as provided in Section 3.3 H below. Luke Air Force Base shall also pay or reimburse Glendale for the
actual cost of the inspecting, testing, characterizing and handling of the Non-Recyclable Material. The costs
associated with inspecting, testing, characterizing and or disposing of Non-Recyclable Material will be
reimbursed against the corresponding Contract Line-Item Number reflected in Section C and Appendix A in
Section J of the Standard From 1449.
F, Disposal of Recyclable Material After Examination. If, after inspecting and/or testing the material,
Glendale discovers the material was Recyclable Material, or discovers that material determined to be Non-
Recyclable Material was not collected from Luke Air Force Base, Glendale shall process and/or dispose of that
material at the Landfill or other appropriate facility at no additional cost to Luke Air Force Base and will not
charge Luke Air Force Base for the cost of inspecting, testing, characterizing and handling the material.
G. Luke Air Force Base will be charged the Tipping Fee for processing and disposing of any Non-
Recyclable Material at the Landfill, except as provided in Section 3.3 H. below.
3.2 RECORDKEEPING, ACCOUNTING AND AUDITING.
A. Glendale shall keep and maintain complete and detailed records related to the delivery of Solid Waste,
Recyclable Material and Unpermitted Waste and the basis for the invoicing under this Section including: (1)
tonnage of Solid Waste and Recyclable Material collected from Luke Air Force Base, and transported to and
disposed of at the Landfill and transported to and processed at the Processing Facility; and (2) quantities of
Unpermitted Waste, and its ultimate disposition (¢.g., segregation, storage or removal for disposal in another
facility) of such material, including activities undertaken to characterize the waste, and the date, time, and vehicle
identification of each vehicle delivering and disposing of it. Glendale shall further keep and maintain accurate
and complete accounting records and vouchers evidencing all costs, receipts, payments and any other matter
of accounting associated with its performance under this Agreement in accordance with generally accepted
accounting principles.
B. Luke Air Force Base, or its audit representative, shall have the right at any reasonable time to inspect,
copy and audit the records, accounting records, vouchers, and any source documents which serve as the basis
for charges for Solid Waste tonnage ("Accounting Records"). The Accounting Records shall be available for
inspection and audit for a period of three years following the termination of this Agreement, or 5 years from
the date such Accounting Records were first created, whichever comes first.
3.3 FEES.
A. Luke Air Force Base will be charged and pay the Fees for Glendale providing the Services under the
Contract Documents as set forth in the fee schedule contained in Appendix A of this Agreement. The Contract
Line-Item Numbers reflected in Section C of the Standard Form 1449 reflect applicable fees identified in
Appendix A; Section C of the Standard Form 1449 is incorporated into and an enforceable part of this
Agreement.
B. Glendale will not compensate for, and Luke Air Force Base shall not be entitled to, any revenues
generated from the sale of the Recyclable Material. Luke Air Force Base retains ownership of any Recyclable
Material not collected under this Agreement, which will be processed in accordance with its own Recycling
Program.
Cc. Tonnage will be tracked as trucks pass through the weighing device and charged the appropriate fees,
including any Tipping Fee, according to this Section.
D. All fees charged pursuant to Appendix A shall be reviewed prior to any extension of the term of this
Agreement, as provided in Section 4.1 below. The fee schedule review will be conducted no later than 6 months
prior to the termination of this Agreement. If the term of this Agreement is renewed or extended, any fee
adjustments shall take effect on the date the renewal becomes effective.
E. Notwithstanding subsection D. above, any fee may be adjusted at any time to reflect any adjustments
of, changes to, or additions to Federal, State, or County taxes, fees, or levies for any collecting, transporting,
processing or disposing of any materials in accordance with this IGA. Said fee adjustments are subject to
Glendale providing notice to Luke Air Force Base prior to the adjustment (to the extent Glendale receives
ic Should the Parties wish to terminate or modify one or more of the terms, conditions or obligations
due under this Agreement, the Parties will enter into a written, signed Amendment to this IGA.
5. OPERATION AND INSPECTION.
5.1 OPERATION AND MAINTENANCE OF THE LANDFILL. Glendale shall operate and maintain
the Landfill, and perform its obligations under this Agreement, in a manner that is consistent with the terms of
the Contract Documents and all Applicable Laws, Rules, and Regulations, as replaced or amended. Glendale
shall monitor and ensure the Processing Facility is being operated according to all applicable Federal and State
laws.
5.2 Hours and Days of Operation. The Landfill must be operational to receive Solid Waste from 7:30 a.m.
to 4:00 p.m., Monday through Friday, and on Saturday from 7:00 a.m. to 3:00 p.m. Hours of operation for the
Processing Facility will be provided to Luke Air Force in accordance with the Notice provision of this
Agreement as contained in Section 10.17. The Federal Holiday schedule will be provided by Luke Air Force
Base in advance of or at the beginning of each fiscal year. Alternative holiday schedules and extended hours
may be established by mutual agreement of the Parties.
5.3 Right to Inspect. Luke Air Force Base shall have the right to enter and inspect the Landfill and the
Processing Facility to observe operations during operating hours as long as: (A) such visits are conducted in a
manner that does not cause unreasonable interference with Landfill or Processing Facility operations; and (B)
any person conducting such visits (i) complies with safety rules and regulations and (ii) is escorted by a
designated Landfill or Processing Facility employee.
5.4 Glendale will provide roll off containers at locations identified by Luke Air Force Base. Luke Air Force
Base will be charged for these containers as set forth in the fee schedule contained in Appendix A. Front load
containers are owned by Luke Air Force Base but will be maintained by Glendale under the provisions of this
Agreement at no extra charge. Glendale will also provide maintenance on all 90-gallon recycling containers at
no extra charge. “Maintenance” includes front load container washing, container painting, numbering, decals,
and other general repairs as needed.
5.5 Glendale and Luke Air Force Base will each maintain the personnel necessary to carry out the services
set forth in the Contract Documents.
6. REPRESENTATIONS AND WARRANTIES.
6.1 Glendale hereby represents and warrants to Luke Air Force Base that:
A. Glendale has the full power and authority to execute and deliver this Agreement and carry out the
transactions contemplated herein.
B. Glendale has taken all necessary action to execute and deliver this Agreement and perform its
obligations in accordance with the Contract Documents.
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9. IMMIGRATION LAW COMPLIANCE.
9.1 The City of Glendale may be the only Party under this Agreement that will be hiring or managing
employees or contractors to carry out the services described herein. As such, Glendale and on behalf of any
subcontracted party, warrants, to the extent applicable under Arizona Revised Statutes § 41-4401, compliance
with all federal immigration laws and regulations that relate to its employees as well as compliance with Arizona
Revised Statutes § 23-214(A) which requires registration and participation with the E-Verify Program. The
United States warrants its compliance with all applicable federal immigration laws and regulation.
9.2 Any breach of warranty under Section 9.1 above as to federal immigration laws is considered a material
breach of this Agreement and is subject to penalties up to and including termination of this Agreement.
9.3 Each Party retains the legal right to inspect the papers of any contracted party's or subcontracted party's
employee who performs work under this Agreement to ensure each Party is compliant with the warranty under
Section 9.1 above.
9.4 Each Party may conduct random inspections, and upon request or notice to other Party, either Party
shall provide copies of papers and records demonstrating continued compliance with the warranty under
Section 9.1 above. Each Party agrees to keep papers and records available for inspection during normal business
hours and will cooperate in exercise of each Party's statutory duties and not deny access to business premises
or applicable papers or records for the purposes of enforcement of this Section 9.
9.5 The City of Glendale agrees to incorporate into any subcontracts under this Agreement the same
statutorily required obligations and expressly accrue those obligations directly to the benefit of either Party. The
City of Glendale also agrees to require any subcontracted party to incorporate into each of its own subcontracts
under this Agreement the same obligations above and expressly accrue those obligations to the benefit of the
either Party.
9.6 The warranty and obligations under this section for each Party are continuing throughout the term of
this Agreement or until such time as either Party determines, in its sole discretion, that federal immigration law
or Arizona law has been modified in that compliance with this section is no longer a requirement.
9.7 The "E-Verify Program" above means the employment verification program administered by the
United States Department of Homeland Security, the Social Security Administration, or any successor program.
10. GENERAL PROVISIONS.
10.1 NON-ASSIGNMENT. Neither Party shall assign, transfer, convey, subcontract, pledge or otherwise
hypothecate this Agreement, its rights, duties or obligations hereunder nor any part thereof without prior
written consent of the other Party, which may be withheld in a Party’s reasonable discretion. Any assignment
made in violation of this Section shall be void and of no force or effect and shall constitute a material breach
of the Agreement.
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10.10 DISPUTES AND PROTESTS. The Parties mutually agree to attempt to resolve issues at the lowest
level possible, and to proceed diligently with performance to the degree unaffected by the dispute or pending
dispute resolution. If the matter cannot be resolved and or is not resolved at the lowest level, then all disputes
arising under or relating to this contract shall be resolved under Federal Acquisition Regulation clause 52233-1
Disputes. All Protests will be resolved in accordance with Federal Acquisitioning Regulation clause 52.233-2
and 52.233-3.
10.11 NO ORAL MODIFICATION. No provision of this Agreement shall be amended, waived or modified
except by an instrument in writing signed by the Parties hereto.
10.12 LUKE AIR FORCE BASE ENTRY COMPLIANCE. Glendale agrees that its personnel and agents
will comply with applicable Air Force and Luke policies, regulations, and procedures concerning fire, safety,
environmental, occupational and environmental health, security, entry access to Luke Air Force Base, traffic,
parking, hands-free cell phone usage only, and possession of firearms or other lethal weapons. If any question
arises as to Glendale personnel and behavior while on Luke Air Force Base property with regard to these
matters, such personnel shall follow the direction of on-site Luke Air Force Base personnel. All applicable
Federal Acquisition Regulation clauses are referenced in Section C of the Standard Form 1449.
10.13 LAWS AND REGULATIONS. The Parties shall, in the operation of the Landfill and the performance
of their obligations under this Agreement, comply with any and all federal, state, and local laws and regulations
now in effect, or hereafter enacted during the term of this Agreement, which are applicable to the Parties, their
respective employees, agents, or subcontractors, if any.
10.14 CONTRACTING CLAUSE. This Agreement is governed by specific clauses found in the Federal
Acquisition Regulation (FAR), the Defense Federal Acquisition Regulation Supplement (DFARS) and the Air
Force FAR Supplement (AFFARA), which are either referenced within this Agreement and or are referenced
or cited in full in Section C of Standard Form 1449.
10.15 ENVIRONMENTAL COMPLIANCE. The Parties agree to comply with all federal, state and local
environmental laws, permits and regulations applicable to the generation, accumulation, storage, handling,
management, collection, transportation, sorting, processing, recycling and disposal of Solid Waste, Recyclable
Material, Non-Recyclable Material, Hazardous Waste, Special Waste, or Medical Waste in carrying out their
obligations under this Agreement.
10.16 NO BOYCOTT OF ISRAEL. Glendale is not currently engaged in and agree that for the duration of
the Agreement it will not engage in, a boycott of Israel, as that term is defined in A.R.S. § 35-393.
10.17 NOTICES. Any notice or other communication required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been duly given if: (A) delivered to the party at the
address set forth below; (B) deposited in the U.S. Mail, registered or certified, return receipt requested, to the
address set forth below; (C) given to a recognized and reputable overnight delivery service, to the address set
forth below; or (D) delivered by e-mail transmission to the address set forth below:
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10.19 NON-EXCLUSIVE AGREEMENT. The Parties acknowledge that this is a non-exclusive Agreement
and that Luke Air Force Base and Glendale may contract with others to provide for services similar to those in
this Agreement with respect to the Landfill and the collection and delivery of Solid Waste.
10.20 CONTRACTUAL STATUS. Each Party is acting independent of the other Party under this
Agreement and nothing herein is intended nor shall it be construed to create a joint venture or partnership
between Luke Air Force Base and Glendale, or to render either Luke Air Force Base or Glendale liable for
contractual or governmental obligations of the other including, without limitation, obligations to various agents
and/ or subcontractors, in any manner whatsoever, it being expressly agreed between the Parties that neither
of them have any intention of assuming any contractual or other liability of the other by reason of the execution
of this Agreement.
10.21 REMEDIES. In the event of a material breach of any term of this Agreement, the Parties to this
Agreement, in addition to the right of termination provided pursuant to Section 4.2 above, shall have available
all remedies provided by law or in equity for such breach, including expressly the right to an award of reasonable
attorney's fees and court costs to the prevailing Party in connection with any dispute respecting any term of
this Agreement.
10.22 NON-DISCRIMINATION POLICIES. All Parties agree not to discriminate against any employee or
applicant for employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual
orientation, gender identity ot expression, genetic characteristics, familial status, U.S, military veteran status or
any disability.
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