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HomeMy WebLinkAboutC03-122 Clean Harbors Environmental Services, Inc.~ ~ s -- (z2-~ 3 i • AGREEMENT FOR HOUSEHOLD HAZARDOUS WASTE COLLECTION EVENT SERVICES BETWEEN COUNTY OF EAGLE, STATE OF COLORADO AND CLEAN HARBORS ENVIRONMENTAL SERVICES, INC. THIS AGREEMENT is made effective , 2003, by and between the Board of County Commissioners, County of Eagle, State of olorado, (hereinafter referred to as "Owner"), and Clean Harbors Environmental Services, Inc. (hereinafter referred to as "Contractor"), a Massachusetts corporation. Recitals A. County desires to conduct a Household Hazardous Waste Collection Event to provide a safe, convenient place where its citizens can dispose of stored household hazardous wastes. B. Contractor has made a proposal, dated March 31, 2003 which demonstrates they are a professional contractor knowledgeable and experienced in conducting such events. C. Contractor and County intend by this Agreement to set forth the scope of the responsibilities of the Contractor in connection with this collection event and related terms and con i ons o govern a re a ions p e een on ac or an oun Agreement Therefore, for good and valuable consideration, including the promises set forth herein, the parties agree to the following: 1. Scope of the Work: A. The Owner agrees to hire Contractor and Contractor agrees to act as the Owner's contractor to conduct the event Saturday, May 31, 20.03 at the Eagle County Landfill, 2250 Highway 131, Wolcott, CO 81655. (i) Contractor shall have present at the Site a minimum of two (2) employees or agents of Contractor (the "Site Chemists") trained in the identification and handling of household hazardous wastes ("Wastes") as defined by state and federal laws and regulations, and such personnel, equipment and materials as are necessary to handle, containerize, label, load and transport said wastes for disposal in a manner which conforms to state and federal laws and regulations. Page 1 • • (ii) The Owner shall provide an authorized representative ("Community Coordinator") at the Site. (iii) Contractor shall accept only household hazardous wastes for transportation and disposal from those individuals who aze approved by the Community Coordinator in such amounts as are approved by the Community Coordinator. (iv) The Owner hereby grants to Contractor the absolute right to reject any Wastes delivered to the site. (v) Contractor shall be deemed to be the "generator" of all Wastes accepted by Contractor at the Site. (vi) Contractor shall transport for disposal all Wastes which it has accepted at the Site. Such Wastes shall be transported to licensed facilities for lawful disposal. (vii) Contractor represents that is shall possess on the day of collection: (a) A valid Environmental Protection Agency identification number for generation and transportation of hazardous wastes; (b) A valid state transporter's license for transportation of hazazdous and acutely hazardous wastes; (c) A vehicle identification device for each vehicle used by Contractor to transport Wastes from the Site; (d) Authorization from the Interstate Commerce Commission and the appropriate state agency to operate a common carrier. (e) All other state and federal permits and licenses necessary to legally transport Wastes in interstate commerce. (viii) Title to all Wastes accepted by Contractor at the Site shall pass to Contractor. B. Contractor represents that it understands the currently known hazards to persons, property and the environment resulting from the transportation, treatment and disposal of Wastes. Contractor further represents that it will perform all services under this Agreement in a safe, efficient and lawful manner, using industry-accepted practices and methods. C. The Owner shall use best efforts to assure that all Wastes approved by the Community Coordinator are the Household Wastes of community residents. Page 2 • 2. Time of Performance: Contractor shall begin the services to be performed under this Agreement upon Notice to Proceed from Owner, and shall undertake such services to assure readiness for and successful completion of the Household Hazardous Waste Collection Event. 3. Term and Termination: A. Owner may terminate this Agreement for its convenience at any time prior to the beginning of the Household Hazardous Waste Collection Event. B. Owner may terminate this Agreement immediately upon Contractor's failure to perform its duties as set forth herein. 4. Compensation and Payment: A. Owner agrees to pay Contractor for its services in accordance with the price structure quotes ("Rates") presented in Contractor's proposal dated March 31, 2003 and attached hereto as Exhibit A with the condition the Owner not pay more than $25,000 (the "Contract Limit"). B. The Site Chemist will make a determination and notify the Community Coordinator when the costs of acceptance, transportation and disposal of Household Waste accepted by Contractor at the site has reached the Contract Limit. The Community Coordinator must be present at all times an wi a response a or exrmna mg a co ec on program upon no ca ion y e i e Chemist that the Contract Limit has been reached. C. The failure by the Community Coordinator to terminate the collection program before the Contract Limit is exceeded, or authorization by the Community Coordinator to continue the collection program beyond the Contract Limit, shall obligate the Owner to pay Contractor for all additional labor and material costs, in accordance with the Rates, which exceed the Contract Limit. Contractor shall not, however, be obligated to accept any waste for transportation or disposal after the Contract Limit has been reached. D. Owner agrees to pay Contractor within thirty (30) days of receipt of the invoice. Interest shall accrue at the rate of one and one half (1.5%) percent per month. 5. Independent Contractor: It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing, an employment relationship. Contractor shall be, and shall perform as, an independent contractor. No agent, subcontractor, employee, or servant of Contractor shall be, or shall be deemed to be, the employee, agent or servant of Owner. Contractor shall be solely and entirely responsible for its acts and for the acts Page 3 • of Contractor's agents, employees, servants and subcontractors during the performance of this agreement. The Community Coordinator identified in Paragraph 1 (ii) shall not represent, act, purport to act or be deemed the agent, representative, employee or servant of Contractor. 6. No Assignment or Subcontracting: The parries to this Agreement recognize that in entering into this Agreement Owner is relying upon the skill and reputation of Contractor, including Contractor's acquaintance and unique resources with the identification and handling of household hazardous wastes. Therefore Contractor may not assign its interest in the Agreement, including the assignment of any rights or delegation of any obligations provided therein or subcontract the performance of any part of the Work, without the prior written consent of Owner, which consent Owner may not unreasonably withhold. Except as so provided, this Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective successors and assigns, and shall not be deemed to be for the benefit of or enforceable by any third party. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. 7. Insurance: A. At all times during the term of this Agreement, Contractor shall maintain the following insurance: i auras un er or ens ompensa ons, sa r ene ts, an o er smu az employee benefit acts, with coverage and in amounts as required by the laws of the State of Colorado. (ii) General Liability Coverage in the minimum amount of $2,000,000. (Combined personal injury/property damage limit) for coverage of claims for damage arising from the performance of services under this Agreement, including but not limited to personal injury or death, property damage, and other damages imposed by law upon the Contractor and each subcontractor with respect to all work performed by them. (iii) Comprehensive Automobile Insurance in the amounts as required by the laws of the State of Colorado. (iv) Contractor's Pollution Legal Liability in the amount of $2,000,000 for each occurrence and $2,000,000 for the aggregate of all claims. (v) Any other coverage required by State and Federal law or generally maintained in the industry of household hazazdous waste collection. Page 4 B. Certificates of Insurance: Certificates of Insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. These Certificates shall contain provisions naming the Owner as an additional insured under Contractor's insurance and that coverage afforded under the policies will not be canceled until at least thirty days prior written notice has been given the County. Contractor shall not permit any subcontractors to start Work until all required insurance has been obtained and certificates with the proper endorsements have been filed with the Owner. Failure of the Contractor to comply with the foregoing insurance requirements shall in no way waive Owner's rights hereunder. 8. Indemnification: To the extent permitted by law, Contractor shall indemnify Owner for, and hold and defend Owner and its officials, boards, officers, principals and employees, harmless from, all costs, claims and expenses, including reasonable attorney's fees, arising from claims of any nature whatsoever made by any person in connection with the performance of this Agreement. The foregoing indemnity agreement shall not apply to the extent the cost, claim or expense was caused by the willful misconduct, violation of law or negligent act or omission of the County its employees or agents. 9. Notices Any notice required under this Agreement shall be personally delivered or mailed in the United States mail, first class postage prepaid, to the appropriate party at the following addresses: Contractor: Clean Harbors Environmental Services, Inc. 1501 Washington Street P.O. Box 859048 Braintree, MA 02185-9048 Attn: General Counsel (Urgent Contract Matter) Tel: Fax: Owner: Ronald L. Rasnic, Eagle County Solid Waste Manager P.O. Box 250 Eagle, CO 81631 Tel: (970) 926-3125 Fax: (970) 926-3603 with a copy to: County Attorney Eagle County P.O. Box 850 Page 5 Eagle, CO 81631 Tel: (970) 328-8685 Fax: (970) 328-8699 10. Miscellaneous: A. Contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement on the basis of race, color, religion, national origin, sex, ancestry, physical handicap, sexual orientation, age, political affiliation or family responsibility. Contractor shall require all subcontractors to agree to the provisions of this subparagraph. B. The making, execution and delivery of this Agreement by the parties hereto has not been induced by any prior or contemporaneous representation, statement, warranty or agreement as to any matter other than those herein expressed. This Agreement embodies the entire understanding and agreement of the parties, and there are no further or other agreements or understandings, written or oral, in effect between them relating to the subject matter hereof. This Agreement may not be amended, including by any modification of, deletion from or addition to the Scope of the Work, except by a written document of equal formality executed by both parties hereto. C. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado, without reference to choice of law rules. The parties agree that venue in any action to enforce or interpret this Agreement shall be in the District Court in the 5"' District for the State of Colorado. D. This Agreement does not and shall not be deemed to confer upon or grant to any third party any right enforceable at law or equity arising out of any term, covenant, or condition herein or the breach thereof. E. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ~' ~"- "'` ~ COUNTY OF EAGLE, STATE OF 4 ~ ®~~ COLORADO, By and Through.Its ATTEST: ` ~ ~ BOARD OF CO Y COMMISSI ~A®® By: Clerk t the Board of Michael L. Gallagher air County Commissioners Page 6 • • Clean H(a~rbors Environmental Services, Inc. By: IJo~.~-M Page 7