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HomeMy WebLinkAboutC11-125 Electronic Recyclers, Inc. AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND ELECTRONIC RECYCLERS, INC. THIS AGREEMENT ( "Agreement "), is effective as of the 1 day of April, 2011 is between Eagle County, Colorado, ( "County ") and Electronic Recyclers, Inc. (a Colorado corporation) an electronic waste recycler and hauler with its place of business at 6750 East 46 Avenue Drive (Unit #400) Denver, CO 80216 ( "Contractor "). WITNESSETH: WHEREAS, County desires to hire a vendor to collect, transport and dispose of electronic waste from the Eagle County Household Hazardous Waste and Small Business Collection Facility located at the Eagle County Landfill in Wolcott, Colorado; and WHEREAS, Contractor is authorized to do business in the State of Colorado, has experience and expertise in the collection, transportation and disposal of electronic waste and wishes 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 provided and related terms and conditions to govern the relationship between Contractor and County in connection with this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing premises and the following promises, County and Contractor agree as follows: 1. SCOPE OF WORK: The following will collectively be referred to as the "Work:" A. Contractor agrees to furnish all services, labor, personnel and materials necessary to perform and complete the services described in Exhibit 1 entitled "Scope of Work ". B. Pick up of e -waste shall occur on an as needed basis. Contractor will schedule a requested pick -up within 72 hours as more fully set forth in Exhibit 1. 1 0,1 ( -izG- 2. CONTRACTOR'S REPRESENTATIONS: A. Contractor is an independent contractor, and nothing herein contained shall constitute or designate the Contractor or any of the Contractor's employees or agents as employees or agents of the County. B. Contractor has familiarized itself with the nature and extent of the contract documents, work, locality, and with all local conditions, and international, federal, state, and local laws, ordinances, rules, permits and regulations that in any manner may affect cost, progress, or performance of the work and hereby represents that it can comply with the same. C. Contractor represents and warrants that all electronic waste management, processing and treatment will be handled in compliance with CDPHE regulations, Part 273 (amended as of 02/16/10 and effective 03/30/10). The Contractor agrees to comply with federal, relevant state and/or local statutes and regulations, and international laws as applicable. D. Contractor represents and warrants and shall be responsible during the term of this Agreement to ensure that all facilities and vendors handling the waste material are licensed, permitted, or otherwise approved by the appropriate regulatory authority. E. Contractor represents and warrants and shall be responsible during the term of this Agreement to ensure that all vehicles used by the Contractor to transport electronic waste shall be properly registered and have all necessary permits required by each state through which the vehicle must travel to reach the disposal facility. The Contractor shall also ensure that the transporter(s) is in compliance with the U.S. Department of Transportation Rules and Regulations regarding handling and transportation of hazardous materials at all times during the term of this agreement. F. To the extent that Contractor is providing containers, Contractor represents and warrants that all containers are suitable for storage and shipment and meet Colorado and U.S. DOT regulations for transporting the material or waste. G. Contractor hereby represents and warrants that it will take adequate measures from the time the electronic waste is accepted until the time the components are reused, recycled, or disposed as waste, to ensure that no hazardous constituents are released, and shall execute plans for recovery of releases, should a release occur. Contractor shall be solely responsible for any release, damage or injury from the time it collects the electronic waste from Eagle County and Eagle County shall have no liability or responsibility therefor. 2 H. Contractor hereby represents and warrants that any electronic data maintained on any of the materials or items being collected will not be accessed or used by it and will be destroyed. 3. CONTRACT PRICE A. County shall compensate Contractor for the performance of the Work as set forth in Exhibit 2 ( "Compensation "). B. 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 any year 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). 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. 4. ASSIGNMENT AND SUBCONTRACTORS. Contractor shall be solely responsible for all Work performed under this Agreement by its agents, employees and subcontractors and shall ensure compliance with this Agreement in all respects. Contractor shall not assign this Agreement without the prior written approval of the County which approval the County may withhold in its sole discretion. The Contractor shall be responsible for the acts and omissions of its agents, employees and sub - contractors. The Contractor shall bind each subcontractor to the terms of this Agreement. The County may terminate this Agreement if Contractor assigns this Agreement without its prior written consent. 5. TERM A. The Work will commence upon notification by the Eagle County to Contractor. B. The Agreement shall terminate on December 31, 2011. This Agreement may be renewed annually by a mutual agreement to renew between County and Contractor. 3 6. 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 or any of its agents, employees or subcontractors 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. 7. ENFORCEMENT REMEDIES: A. The Contractor's obligations hereunder shall survive termination of the Agreement. B. County and Contractor agree that this Agreement may be enforced for specific performance, injunctive, or other appropriate relief, including damages, as may be available according to the laws and statutes of the State of Colorado. It is specifically understood that by executing this Agreement, both County and the Contractor commit themselves to perform pursuant to these terms contained herein. In the event that an action is brought to enforce this Agreement, the prevailing party shall be entitled for the recovery of its costs and fees, including reasonable attorney's fees. 8. MISCELLANEOUS: A. This Agreement shall be governed and construed in accordance with the laws of Colorado. Venue for any action arising out of any dispute pertaining to this Agreement shall be in the State of Colorado, District Court in and for Eagle County, Colorado. B. This Agreement, and the rights and obligations created hereby, shall be binding upon and inure to the benefit of County and Contractor and their respective successors and assigns. Nothing herein expressed or implied is intended or should be construed to confer or give to any person or entity other than County or Contractor and their respective successors and assigns, any right, remedy or claim under or by reason hereof or by reason of any covenant or condition herein contained. C. 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. 4 D. 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. E. The parties hereto agree that neither has made or authorized any agreement with respect to the subject matter of this instrument other than expressly set forth herein, and no oral representation, promise, or consideration different from the terms herein contained shall be binding on either party, or its agents or employees hereto. F. County may terminate this Agreement, in whole or in part, for any reason, at any time, with or without cause, upon providing fifteen (15) days' notice to Contractor. Upon such termination, County will pay Contractor for Work satisfactorily completed prior to the notice. G. In the event of conflict between the terms of this Agreement and any Exhibits, the terms of this Agreement shall control. 9. INSURANCE Unless otherwise agreed to in writing by County, Contractor agrees to provide and maintain at all times during the term of this Agreement and any amendments thereto, at Contractor's sole cost and expense, the following insurance coverage: a) Types of Insurance. i) Workers' Compensation, with policy limits as required by law, and Employers Liability Coverage, with policy limits of $1,000,000 each accident for Bodily Injury by Accident; $1,000,000 each employee for Bodily Injury by Disease; and $1,000,000 policy limit for Bodily Injury by Disease. ii) Commercial Auto Coverage, with limits of not less than $2,000,000 each accident combined Bodily Injury and Property Damage Liability insurance, including coverage for owned, hired, and non -owned vehicles and shall list as an additional insured Eagle County. iii) Commercial General Liability with limits of liability of not less than $2,000,000 per occurrence; $2,000,000 for bodily injury and property damage liability; $2,000,000 for personal injury and $2,000,000 in annual aggregate limits. The policy shall list as additional insured Eagle County. iv) Additional Insured. Additional Insured referred to herein shall include Eagle County its successors and assigns. 5 b) Other Requirements. i) All policies must contain an endorsement affording an unqualified thirty (30) days' notice of cancellation to County in the event of cancellation of coverage. ii) All policies must be written by insurance companies whose rating in the most recent Best's rating guide is not less than A- (VII). If any non - admitted (surplus or excess lines) insurer is used to provide any of the above policies, the policy must include an endorsement restricting the insurer's right to cancel the policy to the following circumstances after it has been in effect for sixty (60) days: (i) non - payment of premium; or (ii) discovery of fraud or material misrepresentation in the application for insurance. iii) Certificates of Insurance with the required endorsements evidencing the coverage must be delivered to County prior to commencement of any Work under this Agreement and must be provided on an annual basis commencing on the first (1 anniversary of the policy year and continuing thereafter, or at any time within fifteen (15) days after request therefor by County or an additional insured. Notwithstanding any other provision hereof, Contractor shall provide County a complete copy of any policy of insurance required hereunder within five (5) business days of a written request from County, and hereby authorizes Contractor's brokers, without further notice to or authorization by Contractor, to immediately comply with any written request of County for a complete copy of any policy required hereunder. iv) Failure of the Contractor to comply with the foregoing insurance requirements shall in no way waive the County's rights hereunder. 10. NOTICE AND AUTHORIZED REPRESENTATIVES Any notice and all communications required under this Agreement shall be given in writing by personal delivery, fax, e -mail or mail to the appropriate party at the following addresses: County: Contractor: Joseph Walls Matt McLaughlin Hazardous Waste Specialist Regional Sales Director - Colorado P.O. Box 473 6750 East 46 Ave. Dr. (Unit #400) Wolcott, Colorado 81655 Denver, CO 80216 (970) 328 -3468 (p) (303) 522 -9672 (p) (970) 328 -3466 (0 (720) 496 -2999 (f) Joseph.walls @eaglecounty.us mmclaughlin @electronicrecyclers.com 6 Notices shall be deemed given on the date of delivery or three days after the postmarked date of deposit, first class postage prepaid, in an official depositary of the U.S. Postal Service. 11. PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES: 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. A. 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. B. 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/programs /gc 1185221678150. shtm C. The Contractor shall not use either the E- verify program or other Department 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: (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 7 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 established in C.R.S. § 8- 17.5- 102(5). 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 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. G. 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. [Rest of Page Intentionally Left Blank] 8 IN WITNESS WHEREOF, COUN Y and CONTRACTOR have executed this Agreement this / day of ,,,, 1 , 2011. COUNTY OF EAGLE, STATE OF COLORADO, by and through its Co ty M.1. ∎ er B - . -' ■ eith Montag, County Manage ELECTRONIC RECYLCLERS Inc. BY: Its: � " 0 STATE OF ) ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me by , of this day of „ , 2011. My commission expires: / Or 1 Notary Public 9 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California County of ` Y € Y7 U On / i )11 before me, L(kl / L _ kat/ Os Date Here Insert Name and Title of the Officer • personally appeared K--e vi o 1.) t rd / 0 'I ame(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of UNDA L. RAMOS which the person(s) acted, executed the instrument. '‘ Commission • 1106283 :. Notwy PuONC - California z fnsnoCounty I certify under PENALTY OF PERJURY under the laws z�. Comm. ens 3.2012 of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Seal Above Signature & 4 v . Place Notary _ ry ' Sign. re of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer — Title(s): ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General RIGHT THUMBPRINT ❑ Partner — El Limited ❑ General RIGHT THUMBPRINT ❑ Attorney in Fact OF SIGNER ❑ Attorney in Fact OF SIGNER ❑ Trustee Top of thumb her Top of thumb here ❑ Trustee ❑ Guardian or Conservator ❑ Guardian or Conservator ❑ Other: ❑ Other: Signer Is Representing: Signer Is Representing: ©2007 National Notary Association • 9350 De Soto Ave., PO. Box 2402 • Chatsworth, CA 91313 -2402 • www.NationalNotary.org Item #5907 Reorder: Call Toll -Free 1- 800 -876 -6827 EXHIBIT 1 TO AGREEMENT BETWEEN EAGLE COUNTY AND ELECTRONIC RECYCLERS, Inc. SCOPE OF WORK 1. Contractor shall be required to accept all e-waste including, but not limited to: central processing units (CPU), computer monitors, computer peripherals, laptops, desktop computers, televisions, console TV's, projector TV's, flat screen TV's, consumer electronics containing circuit boards, stereos, video cassette recorders, digital clocks, CD /DVD players, telephones, cell phones, printers, copiers, scanners, fax machines, pagers, pocket personal computers, personal digital assistants, MP3 players, other computer parts and accessories (keyboards, mouse, cables) and small household appliances. Eagle County shall not send ERI items containing Freon, mercury switches, large household appliances or loose batteries. 2. The Contractor shall be responsible for accurately preparing all paperwork required by the State for the transportation and management of the e-waste collected from the Eagle County HHW /CESQG facility. The Contractor shall provide all shipping documents and labels for shipping and storage that are required by law. The Contractor shall provide a copy of the bill of lading within 30 days after shipment to the facility. 3. The Contractor shall provide any documents that attest to the dissembling, recycling, disposal, conversion, and/or destruction of all electronic waste, accepted and managed, to the HHW /CESQG facility within 60 days after collection. 4. The Contractor shall provide a list of vendors that will receive component parts, commodities and materials recovered/disassembled from Eagle County's e- waste, and describe what form they receive the material in, and what form the material is in when transferred to the next party. 5. The Contractor shall provide downstream chain of custody reports as applicable. The downstream report shall include both hazardous and non - hazardous components, including but not limited to: identity of vendor(s) who purchase final recovered materials, and a description of each material's final reuse or disposition by volume and composition. 6. The Contractor shall provide IBC Tote containers, if available which are 4x4x4 steel cages with a pallet built into the bottom and lined with a hard plastic liner or in the event IBC Tote containers are not available, cubic yard Gaylord boxes with wooden or plastic pallets to go underneath. 7. ERI will schedule a requested pick -up within 72 hours, weather permitting. In the event of storms that cause hazardous driving conditions, ERI will schedule the pick -up at the earliest possible time after the weather event. Pick -ups will be scheduled on an as- needed basis. Pick -up requests will be made to Adam Ellis and/or Matt McLaughlin via email or telephone until ERI notifies Eagle County that our main contacts have changed. 8. All parties understand that Eagle County HHW /CESQG employees will package the materials. 10 EXHIBIT 2 TO AGREEMENT BETWEEN EAGLE COUNTY AND ELECTRONIC RECYCLERS, Inc. COMPENSATION Payments and Costs for services to Eagle County — Eagle County will participate in the Samsung Recycling Direct Program subsidy. This means that Eagle County will not charge for Samsung electronic products from residential or non - commercial electronic waste drop -offs. Notwithstanding the foregoing, Eagle County will pay Contractor the disposal rate for all mixed electronic materials collected by it pursuant to the terms of the Agreement a flat rate of $0.07 (seven cents) per pound. Transportation Costs —In addition to the flat rate identified in the preceding paragraph, Eagle County will pay Contractor for transportation of the e -waste at a flat rate of $250.00 per 24 foot box truck making an e -waste pick up under the Agreement. Contractor will provide and cover the cost of the containers for collection. Contractor's 24 foot box truck will have the space available to haul away ten to twelve 4x4x4 steel cages from the HHW facility at one time. Contractor shall submit an invoice or other documentation as may be required by County, each month identifying Work performed and rates as set forth in this Exhibit 2. All invoices shall include detail regarding the weight and transportation costs. County shall pay for Work satisfactorily performed within thirty (30) days of submittal of complete invoice(s) from Contractor. 11