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HomeMy WebLinkAboutAgenda - 10-17-2000-8jy s ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: October 17, 2000 Action Agenda , Item No. SUBJECT: Amendment of Household Hazardous Waste Contract DEPARTMENT: Solid Waste Management PUBLIC HEARING: (Y/N) N No ATTACHMENT(S): Amendment to Contract Contract dated 10/5/94 Contract Amendment dated 10/5/97 INFORMATION CONTACT: Gayle Wilson, Solid Waste Management Director 968-2885 Blair Pollock, 968-2788 TELEPHONE NUMBERS: Hillsborough 732-8181 Chapel Hill. 9fi8-4501 Durham 688-7331 Mebane 33fi-227-2031 PURPOSE: To amend the existing contract with Safety-Kleen (TS), Inc. to extend the provision of household hazardous waste (HHW) collection services through June 30, 2001. BACKGROUND: This collection program, established in 1994 as a cooperative program between local governments, currently collects hazardous waste from residents of Chatham, Durham, Orange and Wake counties. This contract was originally awarded to Laidlaw Environmental Services (TS), Inc. by competitive bid in 1994, and was extended for 3 additional years in 1997. The 1997 amendment expired on 10/4/00. The parties to the original agreement were Laidlaw Environmental Services (TS), inc., The County of Chatham., The County of Durham, The County of Orange, The County of Wake, The Town of Carrboro, The Town of Chapel Hill, and The City of Durham. Safety-Kleen (TS) Inc. (formerly Laidlaw) has performed services to the full satisfaction of the Solid Waste Management Department and the other participating governments. Accordingly, staff recommends continuation of the contract through June 30, 2001. The only parties to this proposed Amendment are Orange County and Safety-Kleen (TS), Inc. Orange County will request proposals from household hazardous waste service providers this winter with the intention of having a new contract for household hazardous waste services in place far July 1, 2001. The HHW program has matured substantially since it was undertaken in 1994. Each participating county has gained the in-house expertise to manage the HHW program. By contracting individually with service providers, each county can modify the HHW collection services provided to reflect the priorities and solid waste management approach of that particular county. Chatham, Durham, Orange, and Wake Counties plan to continue to cooperate on HHW collection through an inter-local agreement which allows citizens from each county to use the hazardous waste collection at any of the four counties. Additionally, each of the four counties have individual agreements with Triangle J Council of Governments (TJCOG) which allow the counties to work cooperatively to produce advertisements, printed brochures and other educational materials, and to work together for corollary services such as research an technological improvements, alternatives to hazardous waste disposal, and other cost saving procedures. FINANCIAL IMPACT: The approved 2000-01 Solid WastelLandfill Operations enterprise fund budget includes adequate funding of approximately $93,000 far HHW collection services through June 2001. The projected cost of services to be performed under the extended contract is approximately $62,000. By contracting directly with the service provider, Orange County will save about $2,000 that will not have to be paid far TJCOG to manage the HHW contract. RECOMMENDATION(S): The Manager recommends that the Board approve the Amendment to the contract with Safety-Kleen (TS), Inc. and authorize the Chair to sign it, subject to final review by staff and the County Attorney.. State of North Carolina Agreement for 3 The County of Orange Waste Disposal Services AMENDMENT TO HOUSEHOLD HAZARDOUS WASTE COLLECTION AGREEMENT THIS AMENDMENT to the Agreement, originally effective October 5~', 1994 and Amended October 5`h 1997, by and between The County of Orange, on behalf of its Solid Waste Department, which is sovereign governmental entity located in the State of North Cazolina (hereinafter referred to as a "Sponsor") and Safety-Kleen (TS), Inc., a Delawaze corporation, (formerly Laidlaw Environmental Services (TS), Inc., hereinafter "Contractor's is entered into on this the day of October 2000. In consideration of the mutual promises and conditions set forth herein, the Sponsor and Contractor agree to amend the Agreement as follows: 1. Change of Parties: The parties to this Agreement shall be only the County of Orange and Safety Kleen (TS), Inc. The Department of Solid Waste Management who manages this Agreement for the County of Orange has been transferred from the Town of Chapel Hill to the County of Orange. Laidlaw Environmental Services (TS), Inc. has begun doing business under the name Safety-Kleen (TS), Inc. 2. Term: This Agreement, unless amended as provided herein, shall be in effect from October 5, 2000 through June 30, 2001. 3. surance: The insurance clause, pazagraph 9, shall be modified as follows to replace the first pazagraph with the following pazagraph: Contractor shall procure and maintain, at its expense during the term of this Agreement, at least the following insurance covering the services to be performed under this Agreement: (a) Worker's Compensation - $1,000,000 or statutory; (b) Employer's Liability - $1,000,000 per occurrence; (c) General Liability (bodily injury and property damage) - $2,000,000 per occurrence, $10,000,000 annual aggregate combined single limit; (d) Automobile Liability - 4 $2,000,000 per occurrence combined single limit; (e) Environmental Impairment Liability for sudden accidental occurrences - $5,000,000 per occurrence, $10,000,000 annual aggregate; (~ MCS90 Endorsement for hazardous materials transportation - $2,000,000 (g) Excess Liability - $10,000,000.00 for all coverages. At least ten (10) days before the first collection day, Contractor shall provide the Sponsor with a Certificate of Insurance showing coverages a, b, c, and d above, naming the Sponsor as certificate holder and noting the Sponsor's interest. Contractor shall also provide copies of documents demonstrating coverages e, f and g above. 4. Notices: Any notices, bills, invoices or reports required by this Agreement, shall be sufficient if sent by the parties in the United States mail, postage paid, to the addresses noted below: If to the Sponsor: Blair Pollock Solid Waste Programs Manager Orange County Department of Solid Waste Management PO Box 17177 Chapel Hill, NC 27516 If to Contrractor.; Safety-Kleen (TS), Inc. Attn: Facility Manager 208 Watlington Industrial Drive Reidsville, NC 27320 With a copy to: Safety-Kleen Corporation Attn: Legal Department 1301 Gervais Street Columbia, SC 29201 5. Pn~~ Annendix: Delete original Appendix #6 (the Pricing Appendix) and substitute the attached new Pricing Appendix. Pricing Appendix Description Unit of Measure Price Aerosols 55 Gallon $375.00 Paint in cans Pound $0.55 Bulk Paint (Sludged) 55 gal $195.00 High BTU bulk liquids 55 gal $200.00 Low BTU bulk liquids 55 gal $200.00 Liquid Pesticide Loosepacks 55 gal $375.00 Solid Pesticide Loosepacks 55 gal $250.00 Non-oxidizing fertilizer 55 gal $250.00 Alkaline batteries 20 gal $145.00 Alkaline batteries 30 gal $175.00 Alkaline solid (bulk container) 20 gal $145.00 Alkaline solid (bulk container) 55 gal $250.00 Flammable liquid loosepack 55 gal $375.00 Flammable liquid loosepack CYB $1400.00 Alkaline liquid loosepack 55 gal $375.00 Bulk Alkaline Liquid 20 gal $190.00 Description Unit of Measure Price Lithium batteries Pound $1.79 Oxidizer Solid 30 gal $225.00 Oxidizer Solid 55 gal $375.00 Propane cylinders (camp-size) Each $10.00 Propane cylinders (grill-size) Each $'435.00 Ni-cad batteries 5 gal $100.00 Lead acid batteries, car type Each $12.50 Acid Liquid loosepack 5 gal $100.00 Acid Liquid loosepack 30 gal $225.00 Acid Liquid loosepack 55 gal $375.00 Mercury debris 5 gal $100.00 Oxidizer Liquid 5 gal $100.00 Organic Peroxide Loosepack 5 gal $100.00 Organic Peroxide Loosepack 20 gal $200.00 Empty drums 55 gal $25.00 Fluorescent light tubes (8' bulbs) Each $1.02 Fluorescent light tubes (4' bulbs) Each $0.78 Supplies 85-gallon overpack Each $175.00 55-gallon open-head drum Each $41.00 Description Unit of Measure Price 55-gallon fiber Each $44.00 30-gallon fiber Each $47.00 20 gallon fiber Each $27.00 5 gallon pail (metal) Each $13.00 Cubic yazd box & liner (non-DOT) Each $19.50 Cubic yard box & liner (DOT) Each $83.00 non-DOT Box Liners Each $10.00 DOT Box Liners Each $20.00 4' fluorescent light tube Each $25.00 8' fluorescent light tube Each $17.25 Absorbent Each $12.00 Vermiculite Each $12.00 4 ml drum liners Each $4.00 Plastic Sheeting (roll) Each $90.00 Protective Geaz (level I) Each $25.00 Protective Geaz (level IT) Each $35.00 Tents (@cost) Each $95.00 55-gallon closed-head drum Each $44.00 Labor Supervisor Hour $58.50 Description Unit of Measure Price Chcmist Hour $53.00 Per Diem Each $75.00 Transportation , DOT waste hauling vehicle Each $300.00 SK vehicles (vans, pick-ups) Each $150.00 9 IN TESTIMONY WHEREOF, the parties have hereunto set their hands and seals the day and year first above written. COUNTY: BY: Moses Cazey, Jr., Chair CONTRACTOR: ATTEST: Beverly A. Blythe, Clerk to the Board WITNESS: This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Finance Director 10 STATE OF NORTH CAROLINA ORANGE COUNTY I, , a Notary Public for said County and State, do hereby certify that Beverly A. Blythe personally appeared before me this date and acknowledged that she is the Clerk to the Board of Commissioners of Orange County, and that by authority duly given and as the act of Orange County, the foregoing instrument was, signed in its name by Moses Carey Jr., Chair, sealed with its official seal, and attested by herself as its Clerk. WITNESS my hand and official seal, this the day of Zooo. Notary Public My Commission expires: STATE OF _ COUNTY OF I, , a Notary Public, do hereby certify that personally appeared before me this day and acknowledged the due execution of the foregoing Agreement. WITNESS my hand and official seal, this the day of 2000. Notary Public My Commission expires: 1~ AGREEMENT BETWEEN LATDLAW ENVIItONMENTAL SERVICES CTS), INC. AND THE COUNTY OF CHATHAM, THE COUNTY OF DURHAM, '1~E COUNTY OF ORANGE, THE COUNTY OF WAKE, 'THE TOWN OF CARRBORO, THE TOWN OF CHAPEL HILL, AND THE CITY OF DURHAM A CONCF.RNXNG HGUSEHOLD HAZARDOUS WASTE COLLECTION This Household Hazardous Waste Collection Agreement ("this Agreement") by and between the Counties of Orange, Chatham, Wake and Durham, the City of Durham and the Towns of Chapel Hill and Carrboro, all of which are sovereign governmental entities located in the State of North Carolina (hereinafter referred to individually as a "Sponsor" or mlleciively referred to as the "Sponsors", as the context may require) and Laidlaw Environmental Services (TS); Inc., a Delaware corporation, (hereinafter "LES") is entered into on this the day of 1994. WITNESSETH: ,the Sponsors desire to conduct Household Hazardous Waste Collection Programs to provide a safe, convenient place where citizens of the Sponsors can dispose of stored household hazardous wastes; and 12 WHEREAS, the Sponsors desire to hire a professional contractor knowledgeable and experienced in conducting such waste disposal programs; and LES has represented that it is staffed with personnel knowledgeable and experienced in conducting such waste disposal programs; NOW, THEREFORE, in consideration of the mutual promises and benefits of this Agreement, the Sponsors and LES agree as follows: 1. Emplo.,ym~nt of LES. The Sponsors agree to hire LES and LES agrees to act as the Sponsors' contractor to conduct the Household Hazardous Waste Collection Programs described herein and for a term of .three (3) years provided suffiaent funds are allocated by the Sponsors and performance by LES is satisfactory. This Agreement may be extended for additional terms as agreed to by the parties. 2. Sm of Services. LES shall perform in a good and professional manner the services identified in the Sponsors' Request for Proposal dated September 14, 1993, as modified by LES's Proposal dated October 28,1993 (copies of which are attached hereto and incorporated by reference) as well as the services listed in this Agreement and Appendices numbered 1 through 5. Any conflict between the terms of this Agreement and the terms of the Request for Proposal or the Proposal will be governed by the terms of this Agreement: a. LES shall have present at each collection site employees or agents of LES as described in. the Proposal trained in the identification of hazardous and acutely hazardous wastes (collectively "Waste or Wastes") as defined by federal or North Carolina laws or regulations, and such materials and equipment as are necessary to handle, containerize, label, load and transport such Wastes from the Sponsor's service area in a manner conforming to federal and North Carolina laws and, regulations. b. LES shall accept Wastes, for transportation and disposal from the Sponsors' service area's; oniyfrom-suchYndividuals asare designated by a -. ~5ponsor's`represen~ta"five'preser<t at the site as being~zesidents of one of the four 2 13 -counties within the Sponsors' service areas, and only in such amounts as are approved by such Y'epresentative. c. Except as provided herein and in Paragraph d and a below, LES disclaims all responsibility for and assumes no liability for the following Wastes which it will neither handle at the site nor accept for disposal; Compressed Gas Cylinders, -Explosives or Shock Sensitive Materials and Ammunition, •Unknown . dviaterials (defined as being unidentifiable after the initial analysis is performed f..... at the_Sponsors':servicecrea during a Household Hazardous Waste Collection ~ogram), Radioactive Materials,-Infectious or.Biologically Active Materials, a Dioxin (except as provided in paragraph 2d below), Tri, Tetra- and }::Pentacholomphenols and their Chlorophenoxy derivative Acids, Esters, Ethers,..,1 <.Autines and other Salts (i.e., Sodium Pentachlorophenate, 2~,5-T, Silver and °'-';~~¢.5'TP). If a citizen brings any Waste chemical listed in this Paragraph, other than those listed in Paragraph d, below, to the collection station, and if the Sponsors deade to accept the Waste, LES shall package the material for the . Sponsors and the Sponsors shall compensate LES for packaging services in accordance with the fee schedule set forth in the Proposal. LES shall endeavor to arrange for disposal of such material with a properly permitted and licensed Subcontractor; however, if either the disposal arrangements or the charges for such disposal are unsatisfactory to the Sponsors, then further management and disposal of such material shall be the sole responsibility of the Sponsors. d. Dioxin associated Waste from households shall be handled by LES only through incineration and the Sponsors shall compensate LES for packaging, transportation, and disposal in accordance with the fee schedule. e. Waste shall be consideared nonconforming if it fails to meet the waste description applicable thereto in any material respect. In the event the Waste is discovered to be nonconforming at any time within thirty (30)-days, LES may revoke its acceptance of the Waste. The revocation of acceptance shall be effective immediately upon receipt of written notice to the Sponsor(s) or their agent if such agent, if any, has been duly authorized in writing by the Sponsor(s) 3 14 to serve as an agent. Sponsors shall have seven (~ days to direct an alternative lawful manner of disposition of the Waste, unless it is necessary by reason of applicable federal, state, or local laws, regulations, orders, permits, ordinances or requirements (hereinafter collectively referred to in this Agreement as Laws) or LES facility permit or operating procedure to move the nonconforming Waste in less than seven days. If the Sponsor does not direct an alternative lawful manner of disposition within said seven days or, if required, within a shorter period, LES shall return the Waste to the Sponsor. Sponsor shall pay LES its reasonable expenses and charges for .handling, loading, preparing, transporting, storing, and caring for nonconforming Waste. If the Waste. is discovered to be nonconforming, LES shall be responsible only for its employees', agents', subcontractors', or invitees' negligent acts or omissions with respect to such Waste or failure to perform in accordance with this Agreement. f. Storage time and restrictions shall be 'determined by Laws; safety considerations; and space demands and expense to the Sponsors. The Sponsors will develop a collection schedule mutually agreeable to LES. LES shall pick up materials within seven (7) days of notification by a Sponsor or its agent, if such agent, if any, has been duly authorized in writing by' the Sponsor to serve as an agent. g. As needed, LES shall transport Wastes off-site in vehicles permitted for such transportation, according to Laws. LES must provide for disposal of Wastes through treatment, recycling and/or inaneration with landfilling as a last resort at a Federally permitted hazardous waste disposal site. LES shall advise the Sponsors as to the options available for the disposition of the Waste. To the extent allowed by Laws, the Sponsors shall choose, on an annual basis, the method in which the Waste shall be reused, recycled, or disposed. Sponsors may also develop a criteria for determining which Wastes are set aside for reuse or recycling by Sponsors instead of by LES. h. ~:E5~shall turnover to each Sponsor a listing of all Wastes packaged`` ~~ .for disposal prior to leaving each site and an acla~-owledgment of receipt within thirty :(30) ,days of its ~'eosipt at.the LES facility. LES shall complete all manifest and shipping papers and shall provide such completed records within five (5) working days to each Sponsor once receipt at a reuse, recycling, or disposal facility is complete. LES shall provide documentation in compliance with Laws attesting that the Waste has been ultimately disposed of pursuant to this Agreement. Individual manifests must be submitted to each Sponsor based on its respective collections. i. ~,ES shall submit monthly reports to the Sponsors or their duly authorized agent. These monthly reports shall be in a form and contain information on Waste amounts, Waste composition, and oasts_as designated by the Sponsors or their duly authorized agent. LES shall maintain all records for a period of five (5) years, and allow the Sponsors and their duly authorized agents reasonable access thereto upon receipt of a written request from a Sponsor or its duly authorized agents. For all work being performed under this Agreement, the Sponsors have the right to inspect, aYa**+»e, and make copies of any and all books, accounts, reoords and other writings relating to the performance of the work. Audits shall take place at times and locations mutually agreed upon by both parties, although LES must make the materials to be audited available within one (1) week of the request of them. 3. Time and Performance. LES shall begin the services to be performed under this Agreement upon Notice to Proceed from the Sponsors, and shall undertake such services to assure readiness for and successful completion of the Household Hazardous Waste Collection Program. 4. .Termination. Either LES or the Sponsors may terminate this Agreement for convenience and without cause, upon one hundred twenty (120) days prior written notice to the other party(ies). Such ternw-ation shall be without prejudice to any remedy LES or the Sponsors may have pertaining to this Agreement. In the event of termination, any work in progress will continue to completion unless specified otherwise in the notice of termination. The Sponsors shall pay for any such work in progress that is completed by LES and accepted by the Sponsors. 5 16 5. Excuse of Performance. The Sponsors.' obligation to deliver and LES' obligation to accept for servicing any Waste pursuant to this Agreement may be suspended by either party in the event of any of the following events which prevent the delivery, transportation, acceptance, treatment, inaneration, or disposal of the Waste: act of God, war, riot, fire, explosion, accident, flood, sabotage; compliance with governmental requests, laws, regulations, orders or actions; revocation or modification of governmental peratits or other required licenses or approvals; national defense requirements or any other event beyond the reasonable control of such party; labor trouble, strike, lockout or injunction; provided, however, that the event is not due to acts or omissions which aze in the reasonable control of the party claiming an excuse of performance, and further provided that neither party shall be required to settle a labor dispute against its own best judgment. The parties shall use their best efforts to perform this Agreement upon the cessation of the event giving rise to the delay. 6. Compensation and Pa ent. a. The Sponsors agree to pay LES for its services in accordance with the price and terms of payment set forth in the attached Appendix #6, the Pricing Appendix. Prices quoted in the Pricing Appendix are to be firm for one (1) year following the date of execution of this Agreement. Subsequent price adjustments after that date shall be limited to no more than the amount of the annual percentage change of the Consumer Price Index for the twelve month period immediately prior to the date of, the request. NConsumer Price Index" shall mean the consumer price index for all urban consumers (all items index) as published by the U.S. Department of Labor, Bureau of Labor Statistics, from time to tune; provided, however, if such Consumer Price Index is no longer published, such term shall refer to any other reasonable cost of living index . agreed to by the parties hereto. Sponsors shall be notified by March 1,1995 of any such price adjustment request to be effective at any tune during fiscal year 1995-96; Sponsors shall be notified by March 1,1996 of any such request to be effective at any tune during fiscal year 1996-97. The request for any price 6 17 increase shall be accompanied by supporting documentation justifying the requested increase. b. Payment terms are net forty-five (45) days from receipt of an accuxate invoice, In the event of dispute as to the accuracy of an invoice, the Sponsors agree to pay all undisputed amounts within the time set forth herein. LES and the Sponsors agree that, in the event a Sponsor fails to make payment when due, an amount equal to 8.0% per annum will be added to all undisputed amounts outstanding from that Sponsor for more than thirty (30) days. This amount will be calculated on the number of days in excess of forty-five (45) days past the invoice date to the date payment is received by LFrS. The Sponsors are responsible far notifying LFrS of any question concerning an invoice. No interest will accrue on disputed amounts during the pendency of the dispute, unless it is determined by a court of competent jurisdiction that there was no factual or legal basis for the dispute. c. The Sponsors shall reimburse LES for taxes, tariffs, fees, surcharges, or other' charges imposed by legislation or regulations enacted or promulgated by any federal, North Carolina, or local agency having jurisdiction, after the execution date of this Agreement and levied specifically upon the transportation, treatment, storage, incineration, recycling, or disposal of the Waste upon thirty (30) days written notice of such change in legislation and upon submission by LES of evidence reasonably satisfactory to the Sponsor that such charges have been paid; provided, however, that Sponsors shall not reimburse LES for any portion of such taxes, tariffs, fees, surcharges, or other charges arising out of LFS violation of Laws. d. Cost estimates for all non~lisposal services requested by individual Sponsors shall be provided to Sponsors by LES in advance of performing such ~c~. Specific services and casts shall be subject to advance approval by individual Sponsors. ~• Generator. d~S6hal1 be deemed to be the "!Generator",for recordkeeping and paperwork purposes, of all Wastes accepted by I.ES during the Household 7 la Hazardous Waste Program from residents of the Sponsors service areas. The "Generator" of the Waste pursuant to applicable Laws shall be detennir-ed in accordance with applicable Laws. 8. 'tenses. ~'LES certifies :that, prior to performing each service pursuant to this Agreement, it will have any and all federal, North Carolina, and local ~iCeanses.nr permits necessary to perform that service. 9. surance. LES shall procure and maintain, at its expense during the term of this Agreement, at least the following insurance covering the services to be performed under this Agreement: (a) Worker's Compensation - $1,000,000 or statutory; (b) Employer's Liability - $5,000,000 per occurrence; (c) General Liability (bodily injury and property damage) -$5,000,000 per occurrence, $10,000,000 annual aggregate combined single limit; (d) Automobile Liability - $5,000,000 per occurrence combined single limit; (e) Environmental Impairment Liability for sudden accidental occurrences - $1,000,000 per occurrence, $2,000,000 annual aggregate; (f) MCS90 Endorsement for hazardous materials transportation - $5,000,000. At least ten (10) zlays~before#hefirst:mllection day, ~I.FS.,shall=provide,the.S„ponsors,with.a-ICPStificate.~f Insurance3howing~, ~xouerages ~a; fi; ~r, and -d $bove; naming the Sponsor as tertificate holder and noting the Sponsors' interest. LES shall also provide copies of documents demonstrating coverages ~e and f above. a. The Sponsors shall each be named as additional insured on the Commercial General Liability policy. . b. Current, valid insurance policies meeting the above requirements shall be maintained for the duration of the project. Certificates of Insurance on an Accord 255 (7/90) or similar form meeting requixed insurance provisions shall be forwarded to the Sponsors for contractor and any subcontractors. Each Sponsor shall receive a certificate and be named certificate holder. Renewal oprtificates shall be sent to each Sponsor sixty (60) days prior to any expiration date. There shall also be a thiriy (30) day notification to the Sponsors prior to cancellation or modification of any stipulated insurance coverage. Wording on 8 19 the Certificate of Insurance which states that no liability shall be imposed upon LES for failure to provide such notice is not acceptable. Original polines or certified copies of policies may be required by the~Sponsors at any time. c. It shall be the responsibility of LES to insure that all subcontractors comply with the same insurance requirements that LES is required to meet. 10. ale to Waste. Title to all identified Wastes accepted by LES at the site from residents of the Sponsors' service areas for transport and disposal by LES shall pass directly from such residents to LES at the time of its acceptance, Title to all nonconforating Waste not accepted at the site but subsequently accepted by LES for transport grid disposal shall be deemed to pass directly from such residents to LES retroactive to the date received by LES. 11. arran .LES warrants that it understands the currently known hazards and suspected hazards which are presented to persons, property, and the environment by the transportation, treatment, and disposal, of Wastes. LES further warrants that it will perform all services under this Agreement in a safe, effiQent, and lawful manner using best industry-accepted practises, and in full compliance with all Laws. Sponsors warrant that they are in compliance with all Laws governing theix activities under this Agreement, and that they are under no legal restraint or order which would prohibit transfer of possession or title of collected Wastes to LES or prohibit the servicing of such Waste or I.F_S's pexformance of services under this Agreement. Sponsor will cooperate and/or assist LES, as requested, at no cost to the Sponsor, with LES' defense, negotiation, adjustment and or settlement of a claim against Sponsor. 12 Indemr-ifica~ion. a. To the maximum extent allowed bylaw, LES shall indemnify and save harmless Sponsors from and against all' charges that arise from, in connection with, or out of this contract to the extent such charges are a result of errors, omissions, or negligent acts of LES or anyone directly or indirectly employed by them or anyone for whose acts any. of them may be liable. In performing duties 9 20 under this subsection "a;' LES. shall at its expense defend Sponsors with legal counsel reasonably acceptable to the Sponsors. b. Definitions. As used in subsection "a" above, "charges" means claims, judgments, costs, damages, losses, demands, liabilities, obligations, fines (including but not limited to those levied by the North Carolina Department of Environment, Health, and Natural Resources), penalties, royalties, settlements, and expenses (including interest and reasonable attorneys' fee' assessed as part of any such item); "Sponsors" means all Sponsors and their officers, officials, independent contractors (other than LES), agents, and employees. 13. Inde~aendent Contractor. LES is and shall perform this Agreement as an independent contractor and, as such, shall have and maintain complete control over all of its employees and operations. Neither LES nor anyone employed by it shall be, represent, act, purport to act, or be deemed to be the agent, representative, employee or servant of the Sponsor. 14. Obligation to Fund. The parties recognize that the Sponsors have budgeted certain appropriated monies to support a household hazardous waste collection program and have allocated a specific portion of these monies as compensation under this Agreement. The parties further recognize and agree that the Sponsors, by entering into this Agreement, have undertaken no obligation to provide any funds to LES other than the specific allocation from the cuirrent year's funds which the Sponsors have agreed to provide as compensation hereunder. The parties also agree that, if for any reason not anticipated by the Sponsors, funds appropriated hereunder cannot be made available, any Sponsor has the right to withdraw from this Agreement upon sixty (60) days written notice to LES and to the other parties to this Agreement; provided, however, that any amounts owed to LES by a Sponsor for work already performed under this Agreement shall be paid by that Sponsor to LES. The Sponsors will give LES a "not to exceed" price for each fiscal period. In the event that the compensation due to LES from any Sponsor approximates the "not to exceed" price, that ~n zi Sponsor shall have the option of curtailing collection and disposal of Wastes for the remainder of the fiscal year. 15. Head The titles of the paragraphs of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting the provisions of this Agreement. lb. Modification. No modification of this Agreement shall be binding on LFS or the Sponsor unless set out in writing signed by all parties, except, however, that the Pricing Appendix maybe modified as set forth in this Agreement: 17. Completeness of Agreement. This Agreement and any documents incorporated by reference herein contain all the terms and conditions agreed to by the Sponsor and LES, and no other agreements, oral or otherwise, regarding the subject matter of this Agreement or any part thereof shall have any validity or bind any of the parties hereto. 18. When Ri hts and Remedies Not Waived. Yn no event shall the making by the Sponsor of any payment to LFrS constitute or be construed as a waiver by the Sponsor of any breach of covenant, or any default which may then exist, on the part of LES, and the making of any such payment by the Sponsor while any such breach or default exist shall in no way impair or prejudice any right or remedy available to the Sponsor with respect to such breach or default. Any waiver by ,either party of any provision or condition of this Agreement shall not be construed or decreed to be a waiver of any other provision or condition of this Agreement, nor a waiver of a subsequent breach of the same provision or condition, unless such waiver be expressed in writing by the party to be bound. 19. ersonnel. LES represents that it has, or will secure at its own expense, all personnel required in performing the services under this Agreement. LES is and shall perform this Agreement as an independent contractor, and as such, shall have and maintain complete control over all its employees and operation. a. LFrS and Sponsors rerogIllZ.e that employees of the Sponsors' and volunteers recruited by the Sponsors may perform various functions during the collection event. The Sponsors shall have and maintain complete control over all 11 22 of its agents, employees, volunteers, and operations. The Sponsors, anyone employed by them and their volunteers shall not be, represent, act, purport to act or be deemed to be the agent, representative, employee or servant of LES. LES shall have no responsibility or liability for the actions of the Sponsors' employees, agents, volunteers or other contractors. b. LES shall offer Sponsors' employees and volunteers some or all of the following Level l items identical to those used by LES personnel: Tyvek coveralls, gloves, splash goggles or glasses as set forth in LES proposal. These items can be provided by LES as a convenience to the Sponsors in order to assist the Sponsors' employees and volunteers in remaining clean during a collection event. LES shall extend to Sponsors the same warranties that the manufacturers of these items extend to LES, but LES makes no claims or warranties as to the safety or protective qualities of these items beyond those of the manufacturers, and LES is not responsible for the use or misuse of these items by Sponsors' employees and volunteers. 20. Non-Discrimination Provision. During the performance of this Agreement, LES agrees as follows: a. LES shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, political . affiliation or belief, age, or handicap. LES shall take affirmative action to insure that applicants are employed and that employees are treated equally without regard to race, color, religion, sex, national origin, political affiliation or belief, age, or handicap. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recniitment or advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. LES shall post in conspicuous places, available to employees and applicants for employment, notices setting forth these EEO provisions. b. LES shall in all solicitations or advertisement for employees placed by or on behalf of LES, state that all .qualified applicants will received, consideration 12 23 for employment without regard to race, color, religion, sex, national origin, political affiliation or belief, age, or handicap. c. LES shall send a copy of the EEO provisions to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding. d. lin the event of LES's noncompliance with these EEO provisions, any Sponsor may cancel, terminate, or suspend this contract, in whole or in part, and the Sponsor may declare LES ineligible for further Sponsor contracts. e. Unless exempted by a Sponsor, LES shall include these EEO provisions in every purchase order for goods to be used in performing this contract and in every subcontract related to this contract so that these EEO provisions will be binding upon such subcontractors and vendors. f. The Sponsors oppose disriinzination on the basis of race and sex and urge all of their contractors to provide a fair opportunity for minorities and women to participate in their workforce and as subcontractors and vendors under Sponsor contracts. 21. Patent Infringement Disclaimer. LES disclaims any and all liability for past, present or future patent infringement relating to any apparatus, process, design, product, composition or structure which is made, constructed, used, sold, practiced, or supplied by LES at the explicit written direction, control, or order of any Sponsor for the purpose of fulfilling the terms of this Agreement. Unless LES knew or reasonably should have known that the same constitutes a patent infringement, LES does not represent and expressly does not warrant that any apparatus, process, design, product, composition, or structure which is made, constructed, used, sold, practiced or supplied by LES at the explicit written direction, control, or order of any Sponsor does not infringe any issued or future United States or foreign patent. LFS does warrant, however, that LES has the expertise and experience sufficient to perform its duties and obligations under this Agreement in a proper and competent manner. Sponsor may not seek indemnification from LES for any damages, attorneys fees or costs as a result of a 13 24 claim of patent infringement brought against it relating to any apparatus, process, design, product, composition or structuxe which was made, constructed, used, sold, practiced or supplied by LES at the explicit written direction, control, or order of any Sponsor, unless LES knew or should have known that the same constitutes a patent infringement. 22. tires. a. Any notices, bills, invoices or reports required by this Agreement shall be sufficient if sent by the parties in the United States mail, postage paid, to the addresses noted below: If to the Sponsors: Phil Carter Solid Waste Director Wake County Solid Waste Division PO Box 550 Raleigh, NC 27602 Nancy Lee Newell Solid Waste Process Engineer City of Durham Sanitation Department 101 City Hall Plaza Durham, NC 27701 Matt Young Recycling Coordinator Chatham County Public Works Department PO Box 87 Pittsboro, NC 27312 Blair Pollock Solid Waste Planner Chapel Hill Public Works Department 306 N. Columbia Sixeet Chapel Hill, NC 27516 Chris Peterson Public Works Director Carrboro Public Works Department PO Box 829 Carrboro, NC 27510 14 25 Bill Renfrow Speaal Projects Director County of Durham 200 E. Main Street Durham, NC 27701 Wilbert McAdoo Public Works Duector Orange County Public Works Department PO Box 8181 I~illsborough, NC 27278 If to LES: Laidlaw Environmental Serviaes(T"5), Inc. Attn: Facility Manager 208 Watlington Industrial Drive. Reidsville, NC 27320 with a copy to: Judy Kincaid Solid Waste Planner Triangle j Council of Governments PO Box 12276 Research Triangle Park, NC 27709 with a copy to: Laidlaw Environmental 5ervioes, ZnG Attn: Legal Department 220 Outlet Pointe Blvd. PO Box 210799 Columbia, SC 29221 All parties shall have the right to change the name of the person designated in this section to receive notices by so notifying all other parties in writing, and such change shall not constitute a modification to this Agreement. b. Each individual Sponsor shall give written notice to IrES of a claim for indemnification under paragraph 12 of this Agreement within fifteen (15) days following the individual Sponsor's fast knowledge of the event or occurrence whirls gives rise to that claim; provided, however, that failure to give such written notice shall not affect LES's obligation to indemnify unless such failure results in LES being unable to defend the claim or results in actual prejudice to LES's legal rights or results in a situation of default in a legal or administrative proceeding on the claim which default cannot be rectified. x5 26 ~- Upon receipt of notice, and determination by LES that the individual Sponsor has a valid claim for inderiuufication, LES shall have the right to retain counsel to defend, negotiate, adjust, and/or settle a claim against Sponsor and LES will pay reasonable attorney's fees and other. litigation expenses. LES has no obligation to indemnify the Sponsor when the Sponsor does not provide timely notice of a claim allowing LES the timely opportunity to defend, negotiate, adjust, and/or settle the claim. 23. Governin Law. The Sponsor and LES agree that the validity and construction of this Agreement shall be governed by the laws of North Carolina, except where preempted by federal law. All litigation arising out of this Agreement shall be commenced in D1~rham, Wales, Orange or Chum Counties, North Carolina. 24. Separate If any section, subsection, sentence or clause of this Agreement shall be adjudged illegal, invalid or unenforceable such illegality, invalidity, or unenforceability shall not affect the legality, validity or enforceability of the Agreement as a whole or of any section, subsection, sentence or clause hereof not so adjudged. IIJ WTTNESS WHEREOF, the parries hereto, being duly authorized, have executed this Agreement as of the date first written above. LAIDLAW ENVIRONMENTAL SERVICES (TS),1NC. BY Attest PRESIDENT SECRE ARY (SEAL) ACKNOWLEDGMENT BY CORI'ORATYON State of South Carolina County of - G AA~~ I, _, ,_, r,c~.t[t~,~_ a notary pubic for the aforesaid county and state, certify that r ~ (v/persanally appeared before me this day and 2; acknowledged that he or she is Secretary of Laidlaw Environmental Services ('I'S), Inc., a corporation, and that by authority duly given and as the act of the corporation, the foregoing contract was signed in its name by its President whose name is ~q~E S~Utilj ~_ ,sealed with its corporate seal, and attested by him/herself as its said Secretary or Assistant Secretary. This, the S~^ day of ~ ~~~ My comnussion Expires: ~Jr~.r~c. ~~,1~_ ,_.,~. ~~ t~}~ ~. TQWN F CHAPEL L ~ ~ ~`x • ~i~ _~ By: s- ~ ` K~~' .M1 ~ry~ ~ ~ ` Notary Public '7 .~ Kenneth Broun, Ma a?':~T~ ~ ;_ ~..~ttest~/ ~ This instrument has been revi mid=,a{p~~roY~d as to le¢¢al form and adequacy. By: Hsi F;_w~ ~' Attorney This contract has been pre-audited as required by the local Government Budget and Fis Control Act By: s~' Finance Officer CITY OF D By: Orville W. Powell, City Manag This contract has been pre-audited as required by the local Government Budget and Fiscal Control Act By: Finance Officer 2S CO OF W AICE By: Vernon Malone, Board of Commissioners This instrument has b n reviewed and approved as to legal form and adequacy. By: Attorney Tltis contract has been pre-audited as required by the local Government Budget and FiSC ontrol Act. _ ,,,,aaaaaN~raaar~alf' Y~ '` of qR~ ~~ .• ~,, ..y; ,f ~u Finance Officer = ~= ~ ~~~Ar^ORgr~,~ ,• ~ r w ~ { ~ = i 9'~ 1 v a TOV~IV OF C RO ~ _ _ •, f = .•<` ~4 •" By; ~ ., .~ r.,,t] Eleanor Kinnaird, Mayor Attest This instrument has nevi ed and approved as to legal form and. adequacy. ~, ~~ Y~ Attorney This contract has been pre-audited as required by the local Government Budget and Fiscal Control Act. By: ~ ~cJ Finance Officer 29 COUNTY By: Bell, Chairman Attest This instrument has been reviewed and approved as to legal form and adequacy. By: Attorney This contract has been pre-audited as required by the local Government Budget and Fiscal Control Act By: F1nanCe Officer By: This By: , Attest approved as to legal form and adequacy. This contract has been pre-audited as required by the local Government Budget and Fiscal. Control Act. By: ~. Finance Officer Moses Carey, Chairman Board of Commissiane~ Board of Commissioners 30 COUNTY OF CHATHAM BY~ -- Henry H. Dunlap, Chairman Board of Commissioners Attest This ins been reviewed and approved as to legal form and adequacy. By: Attorney This contract has been pre-audited as required by the local Government Budget and Fiscal Control Act. Finance Officer 31 APPENDICES # 1 Outline of services for Orange County/Town of Chapel HilUTown of Carrboro # 2 Outline of services for Chatham County # 3 Outline of services for Wake County # 4 Outline of services for City of Durham # 5 Outline of services for Durham County # 6 Pricing Appendix # 7 Request For Proposals Dated September 14,1993 # S I,ES Proposal Dated October 28,1993 32 Appendix #1 Outline of Services For Orange County/Town of Chapel HilUTvwn of Carrb oro 1. Orange County, the Town of Chapel Hill, and the Town of Carrboro are requesting complete direction on development and implementation of permanent household hazardous waste collection programs, including facility design and construction; personnel training; site supervision to assist Sponsor personnel in gaining proficiency; site operation in cases where the host community chooses not to use public employees; and waste packaging, transportation, and management. , 2. Orange County, the Town of Chapel Hill, and the Town of Carrboro expect to require minimal involvement in the actual construction of a facility. 3. Orange County, the Town of Chapel Hill, and the Town of Carrboro will need three (3) LES personnel per event for the first six (b) months of the program. 4. Orange County, the Town of Chapel Hill, and the Town of Carrboro will need six (6) county personnel trained over the first six (6) months of the program. 5. Orange County, the Town of Chapel Hill, and the Town of Carrboro plan to have one (1) event per month. 6. ~ LES will provide at least one (1) supervisor and one (1) chemist per event. 7: Future growth of the initial site and addition of any future sites during the term of this Agreement shall be covered under existing Agreement conditions. 8. A schedule of events will be developed annually by the Sponsor; provided, however, that the Sponsor may amend any such schedule. 9. It is understood that statements for services rendered by LES within Orange County are to be sent to the Town of Chapel Hill, as administrator of the Orange County landfill under an agreement between Orange County, Chapel Hill, and Carrboro, and that all monies used to pay for such services shall be drawn from the landfill fund. 33 AMENDMENT TO AGREEMENT BETWEEN LAIDLAW ENVIRONMENTAL SERVICES (TS), INC. AND THE COUNTY OF CHATHAM, THE COUNTY OF DURHAM, THE COUNTY OF ORANGE, THE COUNTY OF WAKE, THE TOWN OF CARRBORO, THE TOWN OF CHAPEL HILL, AND THE CITY OF DURHAM CONCERNING HOUSEHOLD HAZARDOUS WASTE COLLECTION THIS AMENDMENT agreed to this day of October, 1997, by, between, and among the Counties of Chatham, Durham, Orange, and Wake; the City of Durham; and the Towns of Carrboro and Chapel Hill (hereinafter collectively referred to as Sponsors); and Laidlaw Environmental Services (TS), Inc. (hereinafter referred to as LES). WITNESSETH: WHEREAS, Sponsors desire to conduct Household Hazardous Waste Collection Programs to provide a safe, convenient place where citizens of the Sponsors can dispose of stored household hazardous wastes; and WHEREAS, Sponsors desire to hire a professional contractor knowledgeable and experienced in conducting such waste disposal programs; and WHEREAS, I,ES has provided the following services to Sponsors since October of 1994; NOW, THEREFORE, in consideration of the mutual goals and covenants contained herein, and the mutual benefits to result therefrom, the parties agree that the AGREEMENT BETWEEN LAIDLAW ENVIRONMENTAL SERVICES (TS), INC. AND THE COUNTY OF CHATHAM, THE COUNTY OF DURHAM, THE COUNTY OF ORANGE, THE COUNTY OF WAKE, THE TOWN OF CARRBORO, THE TOWN OF CHAPEL HILL, AND THE CITY OF DURHAM CONCERNING HOUSEHOLD HAZARDOUS WASTE COLLECTION dated October 4, 1994 is hereby amended as follows: (1) In Paragraph 1, insert the words "beginning October 4, 1997" between the words "years" and "provided" in line 3. 34 (2) In Paragraph 2, add new subparagraph (j) to read as follows: j. LES shall conduct an ongoing aggressive campaign to identify and implement cost-effective, environmentally sound alternatives to disposal for as many as possible of the items brought to the Sponsors' Household Hazardous Waste Collection Fragrams. As part of this effort, LES shall puncture as many aerosol cans as possible far recycling and, to the extent desired by each Sponsor, consolidate paint in drums in order to recycle paint cans. LES shall provide Sponsors with documentation of its effort to identify alternatives. A continuing reduction in per capita cost of the Sponsors' Household Hazardous Waste Collection Programs shall be one means of measuring whether LES' performance is satisfactory. (3) In Paragraph 2, add new subparagraph (k) to read as follows k. By February 1 of each year, LES shall provide Sponsors with a listing of all warning notifications, violations, and/or citations, along with explanatory details, for the past year far each firm, hauler, storage facility, and disposal facility used by LES in conjunction with the handling of materials from Sponsors' Household Hazardous Waste Collection Programs. (4) In Paragraph 6(a), delete the fifth sentence (beginning "Sponsors shall") and substitute the following: LES shall notify Sponsors each year by February 1 concerning any such price adjustment request to be effective during the following fiscal year. (5) In Paragraph 6, add new subparagraph (e) to read as follows: e. LES shall attempt to identify and use lower-cost supplies where appropriate. (6) In Paragraph 11, insert the following between the second and third sentences: LES shall respond in writing to any concerns raised by Sponsors with regard to the foregoing. (7) In Paragraph 22(a), delete "Matt Young" and his title and substitute "Lynn Weller" and "Waste Reduction Coordinator." Also delete `Bill Renfrow" and his address and substitute the following: Mike 'Itirner Director of General Services County of Durham 310 S. Dillard Street Durham NC 27701 2 (8) Delete the text of Appendix #6 (the Pricing Appendix) and substitute the attached new Pricing Appendix. IN WITNESS WHEREOF, the Board of Commissioners of the respective Counties have approved and caused these presents to be signed by the Chairman of each Board and attested to by the Clerk of that Board, and the municipalities have approved and caused these presents to be signed by their respective Mayors or City Managers and attested to by their Clerks, all in accord with resolutions of the governing Board of each party spread upon their respective minutes, the day and year first above written. LAIDI;AW ENVIRONMENTAL SERVICES (TS), INC. BY PRESIDENT (SEAL) ACKNOWLEDGEMENT BY CORPORATION State of South Carolina Attest County of I~ a notary public for the aforesaid county and state, certify that personally appeared before me this day and acknowledged that he or she is Secretary of Laidlaw Environmental Services (TS), Inc., a corporation, and that by authority duly given and as the act of the corporation, the foregoing contract was signed in its name by its President whose name is sealed with its corporate seal, and attested by him/herself as its said Secretary or Assistant Secretary. This, the day of 1997. My commission expires: NOTARY PUBLIC 3~ 36 COUNTY OF CHATHAM By: Margaret Pollard, Chairman, Board of Commissioners Attest This instrument has been reviewed and approved as to legal form and adequacy. By: Attorney This~contract has been pre-audited as required by the local Government Budget and Fiscal Control Act. By: Finance Officer COUNTY OF DURHAM By: Mary Ann Black, Chairman, Soard of Commissioners Attest This instrument has been reviewed and approved as to legal form and adequacy. By: Attorney This contract has been pre-audited as required by the local Government Budget and Fiscal Control Act. By: Finance Officer 4 37 COUNTY OF ORANGE By: William Crowther, Chairman, Board of Commissioners Attest This instrument has been reviewed and approved as to legal farm and adequacy. By; Attorney This contract has been pre-audited as required by the local Government Budget and Fiscal Control Act. By: Finance Officer COUNTY OF WAKE By: Stewart Adcock, Chairman, Board of Commissioners Attest This instrument has been reviewed and approved as to legal form and adequacy. By Attorney This contract has been pre-audited as required by the local Government Budget and Fiscal Control AcK. By: Finance Officer 5 38 TOWN OF CARRBORO By: Michael Nelson, Mayor Attest This instrument has. been reviewed and approved as to legal form and adequacy. By: Attorney This contract has been pre-audited as required by the local Government Budget and Fiscal Control Act. By: Finance Officer TOWN OF CHAPEL HILL By: W. Calvin Horton, Town Manager Attest This instrument has been reviewed and approved as to legal form and adequacy. By: Attorney This contract has been pre-audited as required by the local Government Budget and Fiscal Control Act. By: Finance Director 6 39 CITY OF DURHAM By: City Manager Attest: Clerk This contract has been pre-audited as required by the local Government Budget and Fiscal Control Act. This the day of Ig , By: Finance Officer State of North Carolina County of Durham I> , a notary public for the aforesaid county and state, certify that personally appeared before me this day and acknowledged that he or she is Clerk of the City of Durham, a municipal corporation, and that by authority duly given and as the act of the City, the foregoing contract was signed in its name by its City Manager whose name is sealed with its corporate seal, and attested by him/herself as its said Clerk. This the day of _ , 1 g , My commission expires: Notary Public 7