HomeMy WebLinkAboutAgenda - 01-21-2010 - 4gORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: January 21, 2010
Action Agenda
Item No. ~~-
SUBJECT: Lease/License Renewal Agreement -Alternate Daily Landfill Cover
DEPARTMENT: Solid Waste Management PUBLIC HEARING: (Y/N) No
ATTACHMENT(S):
Renewal Agreement
INFORMATION CONTACT:
Gayle Wilson, Solid Waste Director,
968-2885
Pam Jones, AMPS Director, 245-2650
PURPOSE: To consider approving the renewal of a license/lease agreement with Landfill
Service Corporation to provide an alternative daily landfill cover material that, in accordance
with State regulations, is sprayed on the working face of the landfill after each day of operation.
BACKGROUND: The daily covering of waste is a regulatory requirement of all mixed solid
waste landfills permitted by the State of North Carolina. Typically, this requirement is met by a
daily application of a minimum of 6" of compacted soil on the top of wastes received each day.
Daily cover is required to minimize odors, minimize blowing trash, minimize access by vermin,
reduce the likelihood of fires starting or spreading, and to fill voids and stabilize the waste.
Orange County uses an alternative cover material to maximize landfill capacity and in lieu of
purchasing cover soil. Over the years, daily applications of soil consume valuable landfill
space. If a material that takes up less space and costs less than the value of the space saved
can be substituted for soil, the waste capacity of the landfill is extended and site economics are
improved.
The Orange County Landfill has been utilizing the POSI-SHELL COVER SYSTEM since 1997,
following an extensive evaluation of other available alternative cover systems. While a variety
of types of alternative daily cover systems are available,- the POSI-SHELL system most fully
meets the operational and regulatory requirements of the landfill and has proven to be cost-
effective. Orange County's was the first landfill in the state to be permitted for this type of
alternative cover. POSI-SHELL is a spray-on slurry made from polyester fibers (Posi-Pak P-100
fibers), polymers (PSM-200 setting agent), Portland cement, and water. These materials are
mixed together in a large machine similar to ahydro-seeding machine, pulled to the working
face of the landfill, and spray-applied to a thickness of about'/4 inch. The material hardens into
a crust. Continued use of the POSI-SHELL application system will continue to preserve space
in the existing landfill. Use of a '/ inch daily cover compared to 6 inches of daily soil application
has been one of the factors that have allowed the existing landfill's anticipated usable life to be
extended into 2012.
The term of the agreement is twenty-four months and provides for continuing on a month to
month basis thereafter until the landfill closes. Once the landfill closes there will be no further
use of this product.
FINANCIAL IMPACT: The terms of the renewal agreement for the equipment and supplies that
are used daily are:
PSA2000 Applicator - $3,300 per month
HS50T Horizontal Storage Silo - $1,870 per month
PSM-200 Setting Agent - 50 Ib. bag - $16.50 each
Posi-Pak P-100 Fiber - 15 Ib. bag - $36.00 each
This agreement provides for an increase of $.50 per bag for PSM Setting Agent and a decrease
of $9 per bag for P-100 Fiber under the 2005-06 agreement. (Staff utilizes ten (10) bags of
PSM Setting Agent per day and two (2) bags of P-100 Fiber bags per day for a net savings of
$13 per day.) The anticipated annual cost for the purchase of the materials and the lease of the
applicator is $140,000. These funds are budgeted in the FY 2009-10 Solid Waste Management
budget.
RECOMMENDATION(S): The Manager recommends that the Board approve the renewal of
the lease/license agreement with Landfill Service Corporation and authorize the Chair to sign
the agreement on behalf of the Board.
Landfill Service
POSI-SHELL' COVER SYSTEM APPLICATION EQUIPMENT
LEASE/LICENSE RENEWAL AGREEMENT
LESSOR: LESSEE:
LANDFILL SERVICE CORPORATION ORANGE COUNTY SOLID WASTE
2183 Pennsylvania Avenue 1514 Eubanks Road
Apalachin, New York 13732 Chapel Hill, NC 27516
Telephone: (607) 625-3050 Telephone: (919) 968-2885
Facsimile: (607) 625-2689 Facsimile: (919) 932-2907
TERRITORY: Orange County Solid Waste AGREEMENT DATE: February 1, 2010
Chapel Hill, North Carolina
Anolication Equipment Lease Fees•
(1) PSA2000 Applicator $3,330.00 (Per Month)
(1) HSSOT Horizontal Storage Silo (no scale) $1,870.00 (Per Month)
Suooly Items:
PSM-200TH Setting Agent; 1000-Ib Bulk Saks $330.00 ea.
PSM-200TH Setting Agent; 50-1b Bags $16.50 ea.
Posi-Pakm P-100 Fibers; 15-1b Bags $36.00 ea.
Brown Coloring; Powder; 5-lb Bags $15.00 ea.
Green Coloring; Powder; 5-Ib Bags $32.00 ea
Green Coloring; 6-5.75oz Packs per Box $75.00 ea. box
Portland Cement; Bulk Tons vendor price plus 15%
Above Supply Item prices guaranteed for 1 year from Agreement Date. Delivery charges additional and not included in above stated prices.
All prices in US dollars and FOB source. PSM-200 Setting Agent Bags and Posi-Pali P-100 Fiber Bags are delivered in jull pallets (60 bags).
Supply Item returns will be accepted with prior return authorization only. A 25% restocking charge will apply to al[ returns. Product must be
unused and undamaged. Only jell pallet product may be returned. Partial pallets will not be accepted Customer assumes the shipping and
responsibility ojreturninAproduct to Landfill Service Corporation.
AGREEMENT TERM:
Twenty-four (24) months from Agreement Date.
PAYMENTS:
Lease Fee shall be payable in twenty-four (24) installments invoiced on the 1st day of each month. Lease
Fee shall be payable in any event on or before the expiration or sooner termination of this Agreement. All
invoices are payable net 30 days. An interest charge of 1.5% per month will be assessed on unpaid balance.
STANDARD CONDITIONS:
This Lease agreement is subject to the standard conditions specified on the reverse side.
Lessor shall provide to the Lessee a one (1) day re-training program on the operation and maintenance
of the Posi-Shell® Cover System Application Equipment.
Lessee accounts in good standing will receive replacement Application Equipment on a rotation schedule of:
PSA2000 Applicator approximately every 24 months
HSSOT Horizontal Storage Silo approximately every 48 months
Equipment delivery charges may apply to replacement Application Equipment
LESSOR: LESSEE:
LANDFILL SERVICE CORPORATION ORANGE COUNTY SOLID WASTE
By: By:
Joel E. Lanz, President Authorized Representative
Date• Date:
Name•
/f''OSI~She ® Title:.
C O V E R S Y S T E M
LICENSE TERMS
Licensor has dereloped'liceasad Technology" (os defined belor) and Litensee rishes to acquire a license to use the Licensed Terhnolopy. the parties hereto agree as follows:
1. Definitions.
o. "linased TecAnolo gy" means Llcensar's proprietary methods, products and systems, rhith ore also referred to as the Posi-Shell®Corer System tar producing toners for landrllls and other applications. litsnsed
Technology shall iwlude any issued patents, polaal applications, m patents thW may 6e tiled and issued torerinp said propriWary methods, praduds and systems.
b. Ytcensed Pro dud" moons IM maler(als and praduds supplied 6y Licensor so litensee hereunder. Li[eosed Produd shall be deemed pall of Litensed Technology.
c. "Licensor" is Landfill Servile Corporation.
d. "licensee" Is identified as Less ee oa skis Agreement.
Y. Grant of License. License Mreby pranls to Licensee a wnexdusire litense (heraiwher'Tatluwlopy license") to use Litensed Produd for hs intended purpose; and use litsnsed Tethaolopy solely for the purpose of
using litsnsed Prodnd. Litensee may not sublicense Ike Litensed Technology.
7. Ownenhio. liteasea ackwwledpes fhW Linnsor is the orner of all right, tills and interest fa and so Ltcaated Technology sad ogress iMl it shall lake ao actions 1hW would tonirarew or diminish IMse riphls. Litensee
shall not reverse engineer any litsnsed Tecbnolopy, including, rilMul limilalien, L'uensed Produd. Litanste osknowledget thW litensor may swk poleal protedion for Licensed Technology, or pads Thereof. Licensee
further apses not to cMllerpe, cause to be [hWlenpad, or assist othes to thollenpe, directly or indiredly, the validity aad/or anlorteab0ity of any purest oyplitmiws or pmenls torerinp the Liteased iecAwlogy.
4. Reonsentations and Wenentfes. litense makes ao represenimiaas, ezprass orimplied, other Than those expressly set iodh in Ihl: License. Lcensor makes no express or Implied rarcanties of merchonlabflity or
fitness for a paditular purpose.
Upon accepfawa of This Agreement, Lfcaosor pranls to Litensee o Technology License for use of the Posi-Sbellr Carer System for its intaaded pmpen as dezuibed antra oral io LandHN Service Corporaion s operation
manwls, froiaiap, and other diredires.
STANDARD CONDITIONS
Lessor rishes to proof aad the Lessee rishes to acquire o lease to utilize Posi•SheIW corer System Application Equipment ulflt:ad to apply iM Posi-Shall Cover System prodwt: ('Utensed Prodnds' os defined in IAe above license
Terms) ut o specific silo. in tonsideralion o! Iha mutwl promises set lonh, the parties hereto agree os follows:
SER10N 1•Definitions 1.1 "Territarr" morns Iha orw ar site rAere the Apptintioa Equipment r(II be used, os destrlbed on page one of This agreement.
1.1 "Apglifatior Eauloment" moons the equipment necessary l0 61end, sieve bulk inpredieats, and apply the Liteased Products, Iswluding, bW xot Itmlted b, en LX Posi-Intl{ AppHcmor aril LSC Norizontol Sib.
SER10N R-AppOwtion Equipment 2.T the Lessor ieotes le the Lessee wd iha Lessee hereby looses and hires Irom Ike Lessor Ike Applinlion Equipment.
2.R Terms. TM term of this Agnemsal respe[linp the Applinlion Equipment commences on ibe date said items of Equipment orrice W the Territory. TM duralian is as spsdNed w pope one W skis opreement.
2.3 ):gp. The See for ibe Application Equipment sMD be the omonnt defined on pope one. The Lessee shall goy iha lessor rent as destribad an pope one in IM amounts and at the limes set forth, W the oNice of the lessor er to
such other person and/or al swh older plots as the Lessor may, Irom lime to lima, desipnafe is writing.
2.4 I~yg. Tha lessee shall nse Nre Apptkalion Equipment in a careful and proper moaner and shall comply rich and [wlorm to all ias(rudieas from Lessor relating m rke potcessioa, use and maintenonn of swh Equipment. Eztept
as otherwise allowed 6y the Lessor, the Application Equipment shall only 6e used to apply rke lkeased Products. The use of tM Applicatioo Equipmsnl ritM nandicamed Prodads shall immediately Nrmiwte aN wmramies wrier skis
Agreement aad WI implied worromies, and shall M fonsidered a wn-nrroble dekWl 6y the Lessee under Ibis Agreement.
2.5 Insredian. The lessor shall, W wy and WI times during the business Mws, Mre Ma right to enter Into and upon the premises above tba Apptintioa Equipment may be totaled for IM pnrpase of Impeding she some or
ohsarriag its use. lasso shall girt lessor immedime notice of arty ottacbmeat or pity other judicial prwess aNsctiap wy item of Equipment and shall, wMnerer requested 6y Lessor, advise Lessor of the azad lotalion of the
Applinlon Equipment. TM Apptintioa Equipmem shall remain within Ike Territory, axnpt with prior rrifien tonsenl of Ibe Lessor.
2.6 Imnrovemeats. Without prier tonsenl of iM Lessor,tha lessee skull wt make any alteration, addition or imprarement lathe Applitafion EgWpment.
2.7 Rauairs. TM Lessee, of its urn cost and ezpaase, shill keep IM Applkolkp Equipment in good repair, tondition and working orris and shall furnish any and ail pads, mechanisms and devices required to keep tM Appikaliaa
Equipment is gwd mafMWcal aad rmkktg order and agrees, W IM end of tM Applical'wo Equipmaat term, to return the Applintlon Equipment to the lessor in the same tondition it vas received (exceplirq normal wear). Ths Lessor
shallagree to cooperate with the lessee with rasped to the ports requested 6y the Lessee to moiataio the Applitafion Equipment, aad rill ship fM pad within 21 hours, If possible, of receipt of a purclrasa order by the Lassen.
2.8 Limited Worwnri. The Lessor wwranls item mawtathams delsds 5 wrmW rear the purls desalMd; diesel power unit fort inducting tompownt ports), hydraulic pumps 8 motors, thesis, axles 8 springs, throttle and
pump control lavers, propressirrg rarity pump, hydroulit oil cooler and tea for the period of this Agreemanl and upon receipt 6y the lasso of the malfumtioniap pad subjstt to warranty, Ibe lessor shall, rilhin 4f hours, If possible,
ship to the Lessee Iha warranted part properly repakad er, fa Iha WlaraWirt,a orw pmt W Iht so{e cost of Iha lessor. The Lasses shell M rasponsihle for all labor associated rich the removal and replatemenl of the delettire part.
Service provided by the Lessor shall be invoiced at fg5.00/hwr Ion travel and labor. TM Lesser makes no warranties, either express or implied, as to any molter rhalsoerer, etMr ihxn Those rarronfiet included herein, iwludinp,
without limitation, the comlition of IM Applitotiw Equipmsnl, ill merdwotability ar {h Htwss ie any paditWar proposes provided, burster, the Lestw dws warrant Ihaf the Application EgWpmeai is sWlable for tM applical(on of
the Litensed Prodwis in the Territory.
1.9 Risk of Lass. Tke Lessee Mreby ossumet aad shall hem IM antke rttk of lass aad damage to rM ApplkWion Egnfpmem, exdudiap ordinmy rem and ism and detects in the Applinlion Equipment. No loss m damage to the
Application Equipment or nay pmt lhereot shall impair any obligation of tM Lessee under This Agreemanl whisk sMll nnliaue in fu0 torte aril eHed. In fM event of loss or damage of any kind wMlsoerer to any Ilam of Application
Equipmsnl, the lessee, at the option of the lessor, shall:
(al Place Ibe some in peed repair, nndilioo and original rorkinp order (axceptinp normal rear) w pay in cork to IM Lesse the amount to do so; or
(h) leploce the same rilh Tike Applitatioa Fquipmad in gwd repair, [onditiw aril wwkhrg order, or ii tM some is dalermMed by she Lessm to bs lad, Bolen, destroyed m damaged beyond repair, tM Lsssea shall;
(t) Pay Lessor iMrelore in [ash the folloriap bss rotas: Nori:onfal Silo- Nadel NS/SOT ~ f115,000.00 each, Applintor-Nodal PSA 4000 ~ 5140,D00.00 cosh.
2.10 Termination. Upon the expiration or termiwlfon of this AgreemeW wtlh respect to any item of Apptintioa Equipmem, tM Lessee sMll reiwn 1M soma so IM lessor in gwd repair, coabilfaa and rocking order, ordinary
wear and few ez[epted.
2.11 Inswrunte. Lessee shall keep the Applitotion Equipment insured against all risks of loss or damage from every nose wMttoerar (or wr kss into tM toll replacement valor (as spocitied fn 2.9 above) wd skull carry public
liahilily and propedy damage tasurawe toradrq operolion of the Appli[otloo Equipmaat. The lessee sMll wme tM Lessor as bss payee oa arry policy covering IM Applltalion Fquipmenl as specified in 2.9 (c) above and also the
Lessor sMll be named as oddilionol inswed order eni' Comprehensive Gewral Liability pal(ty covering the operation of fM Application Egdpmwt.
2.14 Liens roil Fees. The Lessee shall keep Applitotion EgWpmenl Tree and hear of all levies, liens and emumbran[es and shall pay loose Ises, repistralion lees, assetsmenl, charges and lazes which may now or herealfer 6e
imposed oa the use of the Applltalion fgWpmeal.
4.13 ladernaitr. The Lessee shall iademnihj the Lessor against and hold IM Lessor Aormless from any aad all daims, actions, soils, proceedings, costs, expanses, damages aril liabilities, including ollarney's Iws, misirig out of or
toawtted with or resulling ham IM possession, use, operolion or rafwo of the Applitafion Fquipmenl. The Lessor shall indemoily ibe lasses against aad hold iM lessee hwmlatt Irom wy aad WI claims, wtiws, suits, protesdirps,
costs, expenses, damages, and liabilitas, includtnp attereey's lees, arising oW of or [onneded rflh the adions el Lessor s employees within the territory.
2.74 Gnaroatee of Parmant. It IM lessee, r7tA regard to any item a items o(Applicmion Equipment fa0s to goy any rent or other amount Mrefn provided for wifbin 10 days oiler the same is dw aril payohte, a fl rke lessee,
with regard to arty ifam or iiemt of Application Fquipmenl, lolls to observe, keep a pedorm any other provision of tM Agreement required to M observed, kept, or pedormed 6y Lessee, the Lessor sMll hors the right to exercise
any ens of Iha lollowinp romedias:
(a{trot used
(b) To sue for and recover all teats or other payments thou aurued or thereafter accruing with verged to any other Items o(ApplicWion Egnipment;
(c) To take passessloa W anT m W{ Hams of App{iniion Equipment without demand or wike, rhererar same may be located, rithoW any food order or other profess of law. Lessee hereby waives any and alt
damages actasioaed by such takirp of posses:Ion. Seth faking of possession shall nnstitvle a terminWlon of this loose.
(d) To lermiaasa this AgraemaW o to wy aril oil gems of Applicoiioa Fquipmenl; e
(e) io pwsw om/ other remedy W for or fn sgWty. NotrilAztandingeny other repossessioe or any otMr wiion which the Lessor may lake, the lessee shall be and remain liable for the lull performance of all
abligatioat on flu port of IM lasso Is M perimmtd nrdm ibis Agroemenl.
SECTION 3•Insolrenq 3.1 geliher Ibis Agreement oar any interest IAerein is osslgnoble m translatable 6y operolion of law. tl wy proteedinp order a lonkruplry Atl or wl of re[elrership Is commenced by and against Iha
lessee, or if the Lessee fs adjudged fasolvwl, ar it tM Lasso makes any ostpmment for IM benefit of its crediiars, or if o writ of altwhmenl or azecmton is levied on any Item or items of the Applitafion Equipment aad is wt
released or satisfied rilhin 10 days IMreolter, or ii a receiver is appointed fa wy proneding or anion to which the Lessee is a pony with oulMriry fo lake possession or control of any ifam or News of the Applitafion Equipment, IAe
Lessor shall Mve and may ezerd:e any one of ifs romedias aad This Agreement shall, of iM optba W IM Lessor, riNroW wilco, immadialeiy lermiwle and shaD ant 6e Treated as on asset of the Lessee abet the exercise of said
option.
3.4 TM Applltalion Equipment is and sMll of all times M aad remakt tM solo aad ezclusire ptepwty of tM Lessm and the lessee shall Mve ao right, title or inieresl therein or IMreto, except as expressly set IorfA.
SECTION 4•Paymeets 4.1 As roasdaration fm the lease of iM ApplinNon Equipmaat, the Lessee shall pay the Lessor rem os spefified on peps one or as olMrrise provided 6y properly exentsd Addendum. Past doe wcounts
are sn6led to a IS%monthty fee hosed oa the total oordue boletus.
4.Y not used 4.3 All payments required under This Section shalt be mode In full rlihout any dedwfions for wlfhbolding or other loxes or levy.
SECTION S•Dnes and Texas S.1 AN does, twos and olMr ezpeasas Imposed by nay Goranauns or 6oreameal Agewy ta towetNoa with the wlivilhs cordntsed and payments mode pwsuont to this Aprsemenl shall be
paid 6y the Lenee.
SECTION 6•Publidty aad Trademarks 6.1 The Lessee shall Mrs iha right to make refereme, in adrerdsing materials aad otherwise, to IM lazsm m tM Home of 1M lkented Products.
8.2 The Lessor shall Mre IM right to publicize the use of tM Liteased Products al the territory for promolfonal and customer reference proposes.
SECTION 7-Tartu of AgnemeM and its Cannllmisn 7.1 This Apreamem is eHediw upon Iha execution by the pMies berate, Tha rawrW Term al iha Apromant r01 M for Iwo (4) yews uWess otharrite oprod by the
padies assuming IhW landing is appnved anriw0y Onuph IM apprmW of Nu oreWl DepmlmeM of SoUd Watts Nanagemwt's bndpet.
7.2 All rights and obllpofiws of the podiss sal forth in this Apresmenf shell expire os speciGad on pope one or os modified by propedy executed Addendum.
7.3 Prror Io IM expiration dale of this Aproemenl as set iodh in this Agreement, the Lessor may, in its opfioa, larmiwle This Agreement it the testae:
(a) Foils to make any payment required under This ApreemeW; or
(h) Is declared insolrenl files o roluntery pelifion br bankrapl[y or hat ifled against it an iavoluntory petition rhich is wt stayed within 30 days ihereafte, or ligddates for any reason ether than as o pmt of the
reorpardzwioa of the Lessee os an oopoinp busiwss; or
(d Fads to perform wy other obhpolion required order This Agreemanl ritbin 30 days aNer re[eirinp ooiite of am/ Loth tailors by the Lessor; or
(d) Alloys iM release er disclosae to any unpermifiad Third parties of any Eeslridad Inlormmfoo in rlolatioa of the terms of this Agreemanl.
(a) CommUs o wntmabte default ender this Agreemanl.
~7.4 In fAe event that This Agreement is lerminafed os provided herein, ne omounis paid under this Agreemanl shall be refunded to the lessee.
SECrION FGoverning Lea 8.1 This Agreemanl shall be construed and governed by tbn lows of substance of the Stara or Nodh Carolina.
SECTION 9-Igitcellenoow 9.1 TM Lessee's riphls aad obiipmions ender this Agreement may wt be assigned or trwslerred to another person or en0ty, except rich IAe written appraral of the lessor.
4.4 Ail tapttaas is this Agraemeas me piton only for ronvetdewa rod bore no hgW torn.
9.3 in the areal thW any Section or part of this Apraemenl shall be held by o Caud of nmpefent jurisdiction to be unlarlul or invalid, swh Sedfon or pad shall M deemed severed Irom th(s Agreement and the validity lhereot shall
have no effect on the validity of the remWaMr of this Agreement.
9.4 This Agreement tonstilules Iha entire agreement befreen fM parties with respect fo the subject wafter: hereof and all preexislirrg negotiations, torraspondente, or ogreamenis are null and void upon exe[ulion of IAis
Agreemanl.
9.S All amendments and alterations of This Apraemant shah 6a made only pursuant to a written instrument executed 6y the por0es le this Agreemanl and (heir authorised represenlWire.
9.8 Any notices, requests, stolementz, submissions or other communintloas rsgairnd or permided by this Agsoment sMN be given in wrilMp and, Sor WI pnrposas, shah be deemed given aid eHettire on carriers verified delivery
date, or after t0 days of mailing, it dispatched by air mall (which shall be rorlifind or regislernd, with postage pre-paidland properly addressed to either pony Ns designated on pope one of This agreement.
Posi•Shellrand Pozi-Paks®ore registered trcdemarks al LondliD Serrise CorparoDoa.
s
iatsor initial /Dale Lsssea Initial /Data
ADDENDUM TO AGREEMENT
This agreement, dated the 1St day of February, 2010 is an addendum to the Lease/License
Agreement by and between Orange County Solid Waste and Landfill Service Corporation for use
of the Posi-Shell® Cover System at the Orange County Solid Waste Landfill in Chapel Hill,
North Carolina.
This addendum serves as amonth-to-month extension of the Agreement with effective
date of February 1, 2010 and end date of January 31, 2012. Beginning February 1, 2012 executed
fees and conditions will continue through December 31, 2012. February 1, 2012 through
December 31, 2012 will be known as the Addendum Period. Any time during the Addendum
Period, Orange County Solid Waste may terminate this addendum by written notification to
Landfill Service Corporation.
5
LANDFILL SERVICE CORPORATION COUNTY OF ORANGE