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HomeMy WebLinkAboutC10-181 Waste Management Trash Recycle Service AgreementTRASH -RECYCLE SERVICES AGREEMENT BETWEEN EAGLE COUNTY AND WASTE MANAGEMENT, INC. ~~;; ~ THIS AGREEMENT is made this k'~`~day of ~~~' , 2010, by and between Eagle County ("County"), and Waste Management, Inc. ("Contractor"), a Colorado Corporation/Company organized and existing by virtue of the laws of the State of Colorado and with a principal place of business at 0062 County Road 113, Building L, Carbondale, CO 81623. WHEREAS, County desires to utilize Waste Management for Trash and Recycle Services, and WHEREAS, Contractor is authorized to do business in the State of Colorado, has experience and expertise necessary to provide said services to County; and WHEREAS, County and Contractor intend by this Agreement to set forth the scope of the responsibilities of Contractor in connection with the services and related terms and conditions to govern the relationship between Contractor and County in connection with this Agreement. NOW, THEREFORE, in consideration of the foregoing premises and the following promises, County and Contractor agree as follows: ARTICLE 1 -WORK Contractor shall complete all Work as specified or indicated in the Contract Documents. The "Work" is generally described as follows: a. Provide the receptacles necessary to collect trash and recyclable materials for the locations and with the frequency specified in Exhibit A, attached hereto and incorporated herein by this reference. Changes in locations, frequency and/or receptacle size must be approved in writing by both parties. b. Transport recyclable materials picked up from the designated locations specified in Exhibit A to the Eagle County Materials Recycling Facility located in Wolcott, CO. c. Transport non-recyclable materials from the designated locations specified in Exhibit A to the Eagle County Landfill located near Wolcott, CO ARTICLE 2 -COUNTY'S REPRESENTATIVE 2.1 The project is under the authority of the Eagle County Public Works Department, the Director of which, or their designee, shall be County's contact with Contractor with respect to the performance of the Work. 1 c~o-~~ ARTICLE 3 -TERM OF AGREEMENT This Agreement shall commence on the date first above written, and, subject to the provisions of Article 10 hereof, effective through December 30~', 2010. The term shall automatically renew for an additional one year term commencing January 1 of each consecutive year for four (4) additional years unless one of the parties gives notice in writing to the other, at least 60 days before the anniversary, of its intention not to renew. The parties recognize that County is a governmental entity and that all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. ARTICLE 4 -REMUNERATION 4.1 For the Trash and Recycle Services provided hereunder, County shall pay to the Contractor according to the fee schedule set forth in Exhibit "A." Fees for Services satisfactorily performed will be paid within thirty (30) days of receipt of a proper and accurate invoice from Contractor respecting Services. The invoice shall include a description of services performed. Upon request, Contractor shall provide County with such other supporting information as County may request. 4.2 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 4.3 .Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement, nor shall any payment be made to Consultant in respect of any period after any December 31 of each calendar year during the term of this Agreement, without an appropriation therefore by the County in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of Article 25 of Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. $29-1-101 et seq.), and the TABOR Amendment (Constitution, Article X, Sec. 20). ARTICLE 5-CONTRACTOR'S REPRESENTATIONS In order to induce County to enter into this Agreement, Contractor makes the. following representations: . 5.1 Contractor has familiarized itself with the nature and extent of the Contract Documents, work, locality, and with all local conditions, and federal, state, and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the work. 5.2 To the extent possible, Contractor has correlated the results of all such observations, examinations, investigations, tests, reports, and data with the terms and conditions of the Contract Documents. 2 5.3 To the extent possible Contractor, has given the Manager written notice of all conflicts, errors, or discrepancies that he has discovered in the Contract Documents. ARTICLE 6 -CONTRACT DOCUMENTS The contract Documents which comprise the entire Agreement, made a part hereof, and consist of the following: 6.1 This Agreement 6.2 Exhibit "A" 6.2 Certificates of Insurance 6.3 Any modification, including Change Orders, duly delivered after execution of Agreement. There are no Contract Documents other than those listed above in this Article 6. The Contract Documents may only be altered, amended, or repealed by a Change Order signed by the County and Contractor ARTICLE 7 -MISCELLANEOUS 7.1 No assignment by a party hereto of any rights under, or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically, but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and 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 Contract Documents. 7.2 County and Contractor each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, in respect to all covenants, agreements, and obligations contained in the Contract Documents. 7.3 Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31, 2010 without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with 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). 7.4 Provision Mandated by C.R.S. § 8-17.5-101 et seq. PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES 3 7.4.1 If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. § 8-17.5-101, et seq., regarding Illegal Aliens -Public Contracts for Services, and this Contract. By execution of this Contract, Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that Contractor will participate in the E-verify Program or other Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform work under this Contract. 7.4.2 Contractor shall not: (i) Knowingly employ or contract with an illegal alien to perform work under this contract for services; or (ii) 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. 7.4.3. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in the E-verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: http://www.dhs.gov/xprevprot/pro rg ams/~` 1185221678150.shtm 7.4.4 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: (i) 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 (ii) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (D) 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. 7.4.5 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 established in C.R.S. § 8-17.5-102(5). 4 7.4.6 If a Contractor violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is so terminated specifically for a breach of this provision of this Contract, the Contractor shall be liable for actual and consequential damages to the County as required by law. 7.4.7 The County will notify the office of the Colorado Secretary of State if Contractor violates this provision of this Contract and the County terminates the Contract for such breach. 7.5 ATTORNEY'S FEES: In the event of litigation between the parties hereto regarding the interpretation of this Agreement, or the obligations, duties or rights of the parties hereunder, or if suit otherwise is brought to recover damages for breach of this Agreement, or an action be brought for injunction or specific performance, then and in such events, the prevailing party shall recover all reasonable costs incurred with regard to such litigation, including reasonable attorney's fees. 7.6 At all times during the term of this Agreement, Contractor shall maintain insurance on its own behalf in the following minimum amounts: ^ Commercial general liability insurance in the minimum amount of one million dollars ($500,000.00) per injury, and the minimum aggregate amount of three million dollars ($1,000,000.00). ^ Worker's Compensation insurance as required by Colorado law. All insurance required hereby shall be issued by an insurance company or companies authorized to do business in the State of Colorado. Certificates of Insurance acceptable to County shall be filed with County prior to commencement of the Work. Coverage afforded under the policies will not be canceled until at least thirty days prior written notice has been given County. Contractor and his subcontractors shall not permit any of his subcontractors to start Work until all required insurance have been obtained and certificates with the proper endorsements have been filed with County. Failure of the Contractor to comply with the foregoing insurance requirements shall in no way waive the County's rights hereunder. 7.7 Invalidity or unenforceability of any 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. ARTICLE 8 -JURISDICTION AND VENUE: 8.1 This Agreement shall be interpreted in accordance with the laws of the State of Colorado and the parties hereby agree to submit to the jurisdiction of the courts thereof. Venue shall be in the Fifth Judicial District for the State of Colorado. 5 ARTICLE 9 -INDEMNIFICATION: The Contractor shall, to the fullest extent permitted by law, indemnify and hold harmless County and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County or any of its officers, agents, or employees may become subject to, insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor hereunder; and Contractor shall reimburse County for any and all legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. 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. ARTICLE 10 -TERMINATION: County may terminate this Agreement, in whole or in part, for any reason, at any time, with or without cause. Any such termination shall be effected by delivery to Contractor of a written notice of termination specifying the reason and date upon which termination becomes effective. In such event, Contractor shall be compensated for all Work satisfactorily completed up to the date of termination for such Work. ARTICLE 11 -OWNERSHIP OF DOCUMENTS: All documents (including electronic files) which are obtained during or prepared in the performance of the Work shall remain the property of the County. ARTICLE 12 -NOTICE Any notice required under this Agreement shall be personally delivered, mailed in the United States mail, first class postage prepaid, or sent via facsimile provided an original is also promptly delivered to the appropriate party at the following addresses: The County: Eagle County Public Works P.O. Box 850 Eagle, Colorado 81631 (970) 328-8880 (p) (970) 328-8899 (f) and a copy to: Eagle County Attorney P.O. BOX 850 Eagle, Colorado 81631 (970) 328-8699 (f) The Contractor: Waste Management Mike Andruzak, Territory Mgr. 0062 County Rd 113, Bldg L Carbondale, CO 81623 6 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 14 -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 technician, agent, subcontractor, employee, or servant of Contractor shall be, or shall be deemed to be, the employee, agent or servant of County. Contractor shall be solely and entirely responsible for its acts and for the acts of its technicians, agents, employees, and servants during the performance of this agreement. Contractor shall not represent, act, purport to act or be deemed the agent, representative, employee or servant of County. ///SIGNATURE PAGE TO FOLLOW/// 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, by and through its Board of County Commissioners By: ~~-~hc~~- Sara J. 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