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HomeMy WebLinkAboutC08-145AGREEMENT BETWEEN EAGLE COUNTY AND AI ORGANICS This agreement ( "Agreement "), made this 17 day of April, 2008, between Eagle County, Colorado, a body politic and corporate, through its Board of County Commissioners ( "County ") and Al Organics, a Colorado Company with its principal place of business at 16350 WCR 76, Eaton, Colorado 80615 ( "Contractor "), WITNESSETH: WHEREAS, County wishes to acquire a Class I composting permit, which would allow County to operate a composting facility that would receive and compost current Class 1 -3 feedstock materials (including biosolids) to produce a fully mature and stable compost; and WHEREAS, County is in need of a consultant to assist in the permit application process; and WHEREAS, Contractor is experienced in the performance of such consultation work and wishes to perform such work for County. NOW, THEREFORE, in consideration of the foregoing premises and the following promises, County and Contractor agree as follows: ARTICLE I — SCOPE OF WORK The Contractor shall perform the work and services described in Contractor's September 5, 2007 Proposal, attached hereto as Exhibit "A" and by this reference made a part of this Agreement, ( "the Work "). Contractor affirms that all representations set forth in Exhibit "A" are accurate, that County may rely thereon, and that Contractor shall be responsible at its own expense for assuring that all matters so represented are as represented. In the event of a conflict between a provision of Exhibit "A" and a provision of this Agreement, the provision of this Agreement shall control. ARTICLE 2 — TERM OF AGREEMENT This Agreement shall become effective on the date of execution by the parties and shall continue until completion of the Work. The Work shall be completed no later than December 31, 2008. The County may elect to extend the term of this Agreement, in which case all of the provisions of the Agreement shall remain in full force and effect during any extended term except that the Scope of Work and compensation to be paid to Contractor during any extended term shall be mutually agreed upon prior to the commencement of any extended term and reduced to writing, signed by both parties, and attached to this Agreement. ARTICLE 3 — COMPENSATION A. For the Work to be provided hereunder, County shall pay to the Contractor a fee of Fifteen Thousand Dollars ($15,000.00), plus and additional amount for pre- approved documented administrative and travel, as set forth in Exhibit "A." Contractor shall submit monthly invoices to County, which invoices shall include a description of services performed during the invoiced month. Fees will be paid within thirty (30) days of receipt of a proper and accurate invoice from Contractor respecting the Work provided. Upon request, Contractor shall provide County with such other supporting information as County may request. B. Pre - approved travel expenses, in the amount of fifty cents ($0.50) per mile, will be paid by County within thirty (30) days of receipt of a proper and accurate invoice from Contractor respecting such expenses. The invoice shall contain a detailed description of expenses incurred. C. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. D. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement, nor shall any payments be made to Contractor in respect of any period after December 31" of each calendar year during the term of this Agreement, without appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29 -1 -101 et seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). ARTICLE 4 — INSURANCE At all times during the term of this Agreement, Contractor shall maintain commercial general liability insurance in the minimum amount of One Million Dollars ($1,000,000) and Workers' Compensation insurance as required by Colorado law. Contractor shall deliver certificates of insurance, naming County as an additional insured, to County within fifteen (15) calendar days of execution of this Agreement by County. ARTICLE 5 — PROVISION MANDATED BY HOUSE BILL 1343: PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES A. Contractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services; or enter into a contract with a Subcontractor that fails to certify to the Contractor that the Subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. B. Contractor shall verify or attempt to verify through participation in the Basic Pilot Verification Program, as administered by the United States Department of Homeland Security, that the Contractor does not employ any illegal aliens. If the Contractor is not accepted into the Basic Pilot Verification Program prior to entering into a public contract for services, the Contractor shall apply to participate in the Program every three months until the Contractor is accepted or the public contract for services has been completed, whichever is earlier. Information on applying for the Basic Pilot Verification Program can be found at: http:// www .vis- dhs.com \emploLgistration. C. Contractor shall not use the Basic Pilot Verification Program procedures to undertake pre- employment screening of job applicants while the public contract for services is being performed. D. If the Contractor obtains actual knowledge that a Subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Contractor shall be required to: 1. Notify the Subcontractor and the County within three days that the Contractor has actual knowledge that the Subcontractor is employing or contracting with an illegal alien; and 2. Terminate the Subcontract with the Subcontractor if within three days of receiving the notice required pursuant to subparagraph (1) of paragraph (D) of this Article 5 the Subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor shall not terminate the contract with the subcontractor if during such three days the Subcontractor provides information to establish that the Subcontractor has not knowingly employed or contracted with an illegal alien. E. The Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority. F. If a Contractor violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is so terminated, the Contractor shall be liable for actual and consequential damages to the County. ARTICLE 6 — APPLICABLE LAW, JURISDICTION AND VENUE This Agreement shall be governed by the laws of the State of Colorado. Jurisdiction and venue of any suit, or cause of action arising under, or in connection with this Agreement shall be exclusive in Eagle County, Colorado. ARTICLE 7 — NOTICE AND AUTHORIZED REPRESENTATIVES Any notice and all written communications required under this Agreement shall be given in writing by personal delivery, fax or mail to the appropriate party at the following addresses: Contractor: Bob Yost, Vice President Al Organics 16350 WCR 76 Eaton, CO 80615 Tel: 970.454.3492 Fax: 970.454.3232 County: Ron Rasnic, Solid Waste Manager Eagle County Landfill P.O. Box 250 Eagle, CO 81631 Tel: 970.926.3125 Fax: 970.926.3603 Notices shall be deemed given on the date of delivery; on the date a FAX is transmitted and confirmed received or, if transmitted after normal business hours, on the next business day after transmission, provided that a paper copy is mailed the same date; or three days after the date of deposit, first class postage prepaid, in an official depositary of the U.S. Postal Service. ARTICLE 8 — MISCELLANEOUS A. With respect to the provision of the Consulting Services hereunder, Contractor acknowledges that Contractor is an independent contractor providing consulting services to County. Nothing in this Agreement shall be deemed to make Contractor an agent, employee, partner or representative of County. Moreover, this Agreement creates no entitlement to participate in any of the Employee Benefit Plans of County including insurance, paid vacation and recognized holidays. B. Contractor shall not have the authority to, and will not make any commitments or enter into any agreement with any party on behalf of County without the written consent of a senior management representative of County. C. Within the limits allowed by law, Contractor shall indemnify County for, and hold and defend the County 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 acts or omissions of, or presentations by, the Contractor in the performance of this Agreement. This indemnification shall not apply to claims by third parties against the County to the extent that the County is liable to such third party for such claim without regard to the involvement of the Contractor. D. Contractor shall be responsible for the completeness and accuracy of the Consulting Services, including all supporting data and other documents prepared or compiled in performance of the Services, and shall at its sole expense, make all corrections and obtain any additional information required by the Colorado Department of Health and Environment as a condition to its issuance of the permit. The fact that the County has accepted or approved the Consulting Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Consulting Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to consultants, with respect to similar services, in this area at this time. E. This Agreement constitutes the entire Agreement between the parties related to its subject matter. It supersedes all prior proposals, agreements and understandings. F. This Agreement is personal to the Contractor and may not be assigned by Contractor. G. 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. H. If any portion of this Agreement is held invalid or unenforceable for any reason by a court of competent jurisdiction, such portion shall be deemed severable and its invalidity or its unenforceability shall not affect the remaining provisions; such remaining provision shall be fully severable and this Agreement shall be construed and enforced as if such invalid provision had never been inserted into this Agreement. I. This Agreement may be amended, modified, changed, or terminated in whole or in part only by written agreement duly authorized and executed by both County and Contractor. This Agreement represents the full and complete understanding of County and Contractor and supersedes any prior agreements, discussions, negotiations, representations or understandings of County and Contractor with respect to the subject matter contained herein. // REMAINDER OF PAGE INTENTIONALLY LEFT BLANK // IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. gV Clerk to the Board o 7 County Commissioners NbMs STATE OF COLORADO County of le- COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COY C SSIONERS By: �. Peter F. Runyon, Chai n Al Organics By: d� Bob Yost, Yice President The foregoing was acknowledged before me this 5 day of 2008 by Bob Yost as Vice President of Al Organics. Witness my hand and official seal. My commission expires / / / ?� Z ? 11 -- Notary Public PAM FRYE My Commission Expires // �/ 3/ 2 ---,' i ,. _ . `, ffyY M °�� `4�y ,� � WMft�..c x+44 �� �� � � t* y B r � �� l y s ,��' � "� e e rsd tlV+ � l�` s ✓ so- s -organics Colorado's Leader in Organic Recycling September 5, 2007 Ron Rasnic Eagle County Landfill PO Box 250 Eagle, CO 81631 Re: Consulting Proposal for Composting Facility Dear Ron, To follow -up on our phone conversation last week, I have attached a listing of the items I would propose to provide for Eagle County Landfill pertaining to acquisition of a Class I composting permit for the landfill. In general I would propose to prepare and provide all necessary application, Design and Operations (D &O) plan submittal requirements and support services needed to obtain the permit and operate the facility (initial operations). While I would work hand in hand with KRW in preparation of the permit, my proposal does not include any costs associated with engineering services that would be necessary or other items that would be required from KRW. Costs incurred by KRW would be handled directly with Eagle County. I am at this point unaware of the exact status of your current D &O plan and am assuming the landfill is already permitted to receive Biosolids for disposal. A Class I permit would include the ability to receive and compost current Class 1 -3 feedstock materials (which includes Biosolids). Biosolids would be composted to produce a fully mature and stable compost. Final operational approvals would include issuance of a Notice of Authorization for Unrestricted Use and Distribution of the product. Please feel free to contact me as needed with any questions or clarifications needed. Scope of work: Complete all sections and items listed below or subsequently required in format and content suitable for review and acceptance by the Colorado Department of Public Health and Environment per the Solid Waste Regulations Pertaining to Solid Waste Disposal Sites and Facilities, 6 CCR 1007 -2 Section 14. o Including necessary operational calculations required for sizing and designing facility (throughput etc.) Attend meetings with Engineers, Eagle County Landfill, State, and others as requested by Eagle County Landfill to support and assist in application procedure and approval (maximum of 10 meetings included in this cost proposal). Design and provide necessary forms required for management of processes, process control, sampling, chain of custody, etc. Corporate Headquarters • 16350 WCR 76 • Eaton, Colorado 80615 • Tel 970 - 454 -3492 • 800- 776 -1644 • Fax: 970 -454 -3232 Facilities in: Keenesburg • Platteville • Stapleton • Golden • Erie • Colorado Springs X31 i ".4 • Consult with engineering staff as requested in completion of those items requiring engineering design, drawings, etc. Proposal does not include engineering costs which will be invoiced and paid directly to appropriate engineering firm. Cost for consulting services: $15,000 plus documented expenses for copies etc. Mileage @ $.50 per mile based on round trip miles starting from my home office in Brighton Colorado Invoicing for services would be done on a percentage of completion basis monthly. If the application is a modification of your current D &O plan and not an amendment to your Certificate of Designation, I would estimate the time to complete it and obtain an approval to operate at approximately 6 months. Please bear in mind that this estimate is assuming normal flow and does not allow for extensive changes in engineering if they would be required. Nor does it include time necessary for site construction activities. Additionally, should it be your desire, Al Organics would be pleased to provide a proposal for operating the facility and marketing the materials produced once the site is permitted and approved for operations. That option would be considered separate from this consulting proposal. Thanks again for contacting me. Please let me know if you would like to proceed Sincerely, Bob Yost Vice President New Business Development Corporate Headquarters • 16350 WCR 76 . Eaton, Colorado 80615 • Tel 970 - 454 -3492 • 800 - 776 -1644 • Fax: 970454 -3232 Facilities in. Keenesburg • Platteville • Stapleton • Golden • Erie • Colorado Springs Scope of Work Preparation Item List — Eagle County Landfill SUBSECTION 14.4 — DESIGN AND OPERATION CRITERIA (D) Maximum facility capacity and description of the types of materials to be composted. (E) A detailed description of the composting operation specifically defining all procedures and activities, and periods of non - activity: (F) Description of an adequate system of barriers, fencing, and or other site controls to prevent unauthorized site access: (G) Signage to ensure adequate traffic control and a telephone number to contact in case of emergency. (H) A description of surface water control systems designed, and constructed and maintained to: (1) Prevent flow onto the facility during peak discharge from a 25 -year, 24 -hour storm event. Control and collect the on -site run -off water volume resulting from a 25 -year, 24 -hour storm event.. (2) Contain and manage leachate, which is generated when precipitation comes in contact with on -site materials. (3) All leachate collection structures shall be constructed of compacted or in -situ earthen material or other low permeability materials to achieve a hydraulic conductivity of less than or equal to 1 x 10 -5 cm/sec. (4) Storm water /leachate collection structures shall be dewatered within 15 days of a storm event so that the full runoff storage capacity is restored. (J) Plans for closure of the composting facility as defined in Subsection 14.6 (K) Contingency plans developed, maintained current, and available at all times, which outline the corrective or remedial procedures to be taken in the event of (1) The delivery of unapproved waste: (2) Contamination of surface water or ground water (3) The occurrence of nuisance conditions either on -site or off -site. Odor: Dust: Debris: Flies, Mosquitoes and Vectors: (L) Fire Protection Plan shall be provided in compliance with local fire codes. SUBSECTION 14.5 — COMPOST SAMPLING AND QUALITY (a) (b) (c) (d) 14.5.1 Standards: 14.5.2 Sampling Frequency: 14.5.3 Sampling Procedures: 14.5.4 Pathogen Reduction: Corporate Headquarters • 16350 WCR 76 • Eaton, Colorado 80615 • Tel 970454 -3492 • 800 - 776 -1644 • Fax- 970 - 454 -3232 Facilities in: Keenesburg a Platteville • Stapleton • Golden • Erie • Colorado Springs �X H f % /7-- "1,4 " . fY SUBSECTION 14.6 - CLOSURE PLANS SUBSECTION 14.7 - POST - CLOSURE CARE ANDMAINTENANCE Including Financial Assurance plan and estimate AERATED WINDROW [AWI OR MODIFIED STATIC AEROBIC PILE METHOD [MSAPI STANDARD OPERATING PROCEDURE (SOP) 1.0.0 SOP 1.1.0 Purpose 1.1.1 Materials Mixing and Windrow Construction 1.1.2 Windrow Monitoring: 1.1.3 Temperature Monitoring SOP: 1.1.4 Finished Compost Screening: 9.0.0 Corrective Action SOPS 9.1.0 SOP -9 AW /MSAP and Windrow Troubleshooting and Process Correction Procedures Finished Compost Sampling for laboratory Analysis SOPs 10.0.0 SOP -10 STA and Pathogen Sampling (BloComn) 10.1.0 Procedure 10.1.1 Sampling 10. 1.2 Sample Custodian (SC) 10.1.3 Sample Chain -of- Custody (CoC): Corporate Headquarters • 16350 WCR 76 • Eaton, Colorado 80615 • Tel 970 - 454 -3492 • 800- 776 -1644 • Fax: 970 -454 -3232 Facilities in: Keenesburg • Platteville • Stapleton • Golden • Erie • Colorado Springs