HomeMy WebLinkAboutC11-340 Chemical Specialties Agremeent AGREEMENT FOR PROFESSIONAL SERVICES G\ OR\ BETWEEN EAGLE COUNTY, COLORADO AND CHEMICAL SPECIALTIES, INC. FOR THE REMOVAL OF RECOVERED DEICING FLUID FROM THE EAGLE COUNTY REGIONAL AIPORT THIS AGREEMENT for Professional Services ( "Agreement ") is made and entered into effective as of the /57 day of Off-a ,2011 by and between Chemical Specialties, Inc. a Corporation (hereinafter "Consultant" or "Contractor ") and Eagle County, Colorado, a body corporate and politic (hereinafter "County" or "Owner "). RECITALS WHEREAS, County desires to have deicing fluids that have been recovered at the Eagle County Regional Airport removed in a safe and efficient manner; and WHEREAS, Contractor is authorized to do business in the State of Colorado, has experience and expertise necessary to provide the safe and efficient removal of deicing fluid; and WHEREAS, Contractor has represented that it has the expertise and skill to transport and remove the deicing fluid as set forth herein; 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. AGREEMENT NOW THEREFORE, based upon the above recitals and consideration set forth herein the parties agree as follows: 1) Services. (a) Contractor agrees to furnish all services, labor, personnel and materials necessary to perform and safely remove, transport and dispose of deicing fluids from the Eagle County Regional Airport ( "Airport") located in Gypsum, Colorado. (b) The Services shall be performed on an as- needed basis from November 1, 2011 through May 31, 2012 unless earlier terminated as set forth herein. Contractor agrees to respond within seven (7) calendar days of a telephone call or email from Airport personnel to remove, transport and dispose of deicing fluid. (c) The Parties agree that this Agreement may be renewed upon the same terms and conditions for one additional year, from June 1, 2012 through May 31, 2013upon mutual written agreement of the parties. (d) Contractor further represents and warrants the Services shall comply with any and all C1l '�b applicable laws, codes, rules and regulations. In the event the Services relate to property owned by other federal, state or local governmental entities, or a public utility or other third party, Consultant agrees to comply with any additional terms and conditions required by applicable laws, codes, rules and regulations. 2) Payment. Contractor shall pay to County fifteen (15) cents per gallon for deicing fluid with a glycol concentration from 20 -24% and twenty (20) cents per gallon for deicing fluid with a glycol concentration of 25% or more. Payment shall be based on the percentage of actual glycol present in the liquid as determined by County personnel using a refractometer provided by Contractor. For example, in a sample of 5,000 gallons with a 20% concentration, the Glycol content is 1000 gallons and Contractor would pay 15 cents x 1000 or $150.00. The amount of deicing fluid shall be determined by County and Contractor personnel by measuring the amount of fluid placed in the truck based upon measuring the fluid amount removed from the underground storage tank by measuring fluid in the underground tank before and after fluid removal with a measuring rod or stick, and using the measurements to calculate the volume of removed fluid. County shall not be responsible for any payments or compensation to Contractor under this Agreement. All payments shall be made by Contractor to County within fifteen (15) days of any scheduled removal of deicing fluid from the Airport. Payments shall be accompanied by information establishing the number of gallons removed and concentration of glycol. All payments shall be forwarded with accompanying support documentation should be forwarded to: Eagle County Airport, Post Office Box 850, Eagle, CO 81631. 3) Assignment. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any sub - consultant agreements for the performance of any of the Services without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to perform the Services. 4) Insurance. Unless otherwise agreed to in writing by County, Contractor agrees to provide and maintain, at Contractor's sole cost and expense, the following insurance coverages: 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 additional insureds Eagle County and any other persons and entities County shall designate. iii) Commercial General Liability, on the current ISO "occurrence" type commercial general liability form, 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 advertising injury liability; and $2,000,000 in annual aggregate limits. The policy shall provide products - completed operations coverage, blanket contractually assumed liability coverage with the employee exclusion deleted. The policy shall list as additional insureds Eagle County and any other persons and entities County shall designate. iv) Additional Insured. Additional Insured referred to herein shall Eagle County, its successors and assigns, and persons and entities that County shall designate. b) Other Reuuirements. i) Consultant shall maintain the foregoing coverage in effect until the Services and are completed. ii) All policies must contain an endorsement affording an unqualified thirty (30) days' notice of cancellation to County in the event of cancellation of coverage. iii) All policies must be written by insurance companies whose rating in the most recent Best's rating guide is not less than A- (VII). iv) Certificates of Insurance with the required endorsements evidencing the coverage must be delivered to County prior to commencement of any Services under this Agreement. 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. v) If Contractor fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to terminate this Agreement upon reasonable notice. 5) Indemnification, Contractor shall 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, directors, 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 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. This indemnification shall not apply to claims by third parties against County to the extent County is solely liable to such third party for such claims without regard to involvement of Contractor. 6) Notices. All notices or other communications made pursuant hereto shall be in writing and shall be deemed properly delivered, given or served (i) when personally delivered, or (ii) two (2) calendar days after being deposited in the United States mail, certified or registered, postage prepaid, return receipt requested, (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below their signatures, or (iv) when sent via facsimile transmission so long as the sending party can provide a facsimile machine confirmation showing the date, time, and receiving facsimile number for the transmission. Either party may change its address for the purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. Owner: Eagle County , Colorado Attention: Eagle County Airport P.O. Box 850 Eagle, CO 81631 Telephone: (970) 328 -2680 Facsimile: (970) 328 -2687 E -mail: ecair @eaglecounty.us With a copy to: Eagle County Attorney's Office P.O. Box 850 500 Broadway Eagle, CO 81631 Contractor: Chemical Specialties, Inc. 4800 Washington Street, Suite E Denver, CO 8021 Telephone: (303)675 -0944 Facsimile: (303)675 -0945 E -mail: Chemicalspecden@aol.com 7) Termination County may terminate this Agreement, in whole or in part, for any reason, at any time, with or without case. 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 compensate County for any Services completed to the date of termination. 8) General Conditions. a) Contractor represents that its professional personnel are, and covenants that its professional personnel shall at all times remain, to the extent required by applicable law, duly licensed to perform the Services within the applicable jurisdiction(s). b) Contractor shall be responsible for the completeness and accuracy of the Services, including all supporting data and other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors, with respect to similar services, in this area at this time. c) Each of the Exhibits referred to herein and attached hereto is an integral part of this Agreement and is incorporated herein by reference. d) This Agreement shall be construed and interpreted under and shall be governed and enforced according to the domestic laws of the State of Colorado (without reference to the doctrine of conflicts of law). e) Consultant shall pay all taxes imposed by any federal, state or local taxing authority on all payrolls and compensation of its employees and subcontractors and any other taxes, fees and charges levied against Contractor on account of this Agreement. f) This Agreement constitutes an agreement for the performance of work and services by Contractor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer- employee, master - servant, partnership, joint venture or any other relationship between County and Contractor except that of independent contractor. Contractor shall have no authority to bind County, or to approve any additional Services, unless specifically approved by County in writing. g) This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understandings between the parties with respect thereto. h) This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by a written instrument signed by the party to be charged. i) Contractor shall not assign any portion of this Agreement without the prior written consent of County. j) No failure or delay by either party in the exercise of any right given to such party hereunder shall constitute a waiver thereof. No waiver of any breach of any agreement or provision contained herein shall be deemed a waiver of any preceding or succeeding breach thereof or of any other agreement or provision contained herein. k) The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. 1) 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, 2011 without an appropriation therefor 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. 9) Prohibitions on Public Contract for Services. a) 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 Services under this Contract. b) 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. c) 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 d) 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. e) 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. f) 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). g) 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. h) 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. 10) Contractor Representations and Warranties. a) 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 Services and hereby represents that it can comply with the same. b) Contractor represents and warrants that all management, processing and treatment of the deicing fluid will be handled in compliance with CDPHE regulations. The Contractor agrees to comply with federal, relevant state and/or local statutes and regulations, and international laws as applicable. c) Contractor represents and warrants and shall be responsible during the term of this Agreement to ensure that all facilities and vendors handling the deicing fluid are licensed, permitted, or otherwise approved by the appropriate regulatory authority. d) 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 the deicing fluid 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. e) 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 fluid. 0 Contractor hereby represents and warrants that it will take adequate measures from the time the deicing fluid is accepted until the time the fluid is 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 deicing fluid from Eagle County and Eagle County shall have no liability or responsibility therefor. g) The Contractor shall be responsible for accurately preparing all paperwork required by the State for the transportation and management of the de -icing fluid collected from the Airport. 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 to County upon request. h) The Contractor shall provide any documents that attest to the recycling, disposal, conversion of all deicing fluid to County upon request. i) The Contractor shall provide downstream chain of custody reports as applicable and upon request by County. 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. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. COUNTY: CONTRACTOR: EA . . COUNTY, i ■ II ORADO By . d 1 ough i :, : i 'linty Commissioners CHEMICAL PECIALISTS, INC By: Ate ' By: ; 0 • 71-x-., Jon S . -, , Chairm .M1 Printed Name: / <{ , f h ©. 7r,-,,,...,4 Its: Exec. i/. P.