HomeMy WebLinkAbout2003-286 ORIGINAL
SERVICE AGREEMENT FOR INDIAN RIVER COUNTY SOLID WASTE Q � 0
DISPOSAL DISTRICT
This Service Agreement ("Agreement") is entered into this October 21 , 2003 ("Effective
Date") by and between INDIAN RIVER COUNTY SOLID WASTE DISPOSAL
DISTRICT, a dependent special district of Indian River County, Florida, whose address
is c/o Department of Utilities Services, 1840 25th Street, Vero Beach, Florida 32960
("DISTRICT"), and Perma-Fix of Orlando , Inc . a corporation organized under the laws of
the State of Florida whose address is 10100 Rocket Blvd. Orlando , FL. 32824
("CONTRACTOR") .
BACKGROUND RECITALS :
A. On September 2 , 2003 , the District Board of Commissioners selected the Contractor
to provide Household Hazardous Waste ("HHW") management as set forth herein
("Services") to the District based on the results of a competitive bid evaluation.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, and intending to be legally bound, the parties agree as
follows :
Article 1 : SCOPE OF WORK
1 . 1 . Beginning on the first Friday following the Effective Date and on each Wednesday
thereafter throughout the term of this Agreement, the Contractor shall package, label
and transport RCRA exempt HHW from four (4) of the District ' s Customer
Convenience Centers (CCC) , to the District ' s landfill site at 1325 74th Avenue SW,
for temporary storage at the HHW storage building. The Contractor shall provide all
labor, equipment and materials necessary for the transportation of the HHW from the
four CCC . The four CCC to be served are :
a) Roseland Center: 7860 130th Street, Roseland, Florida
b) Fellsmere Center: 12510 C . R. 512 , Fellsmere, Florida
c) Winter Beach Center: 3955 65th Street, Winter Beach, Florida
d) Gifford Center: 4901 41St Street, Gifford, Florida
1 . 2 . Beginning on the first Friday following the Effective Date and on each Wednesday
thereafter throughout the term of this Agreement, the Contractor shall prepare, bulk,
consolidate and label all the HHW delivered during the preceding week to the HHW
storage building. The Contractor shall provide all labor, equipment, including,
without limitation, all absorbent, drums , pails, all collection, holding and bulking
containers necessary for this work.
1 . 3 . The Contractor shall coordinate with the District on a weekly basis the designation of
HHW containers stored at the HHW storage building, for the biweekly removal
indicated under Article 1 , Paragraph 4 .
1 A .Beginning with the second Friday following the Effective Date and on every other
Wednesday thereafter throughout the term of this Agreement, the Contractor shall
transport the HHW stored in the HHW storage building and designated by the District
for removal, to the Contractor' s facilities for disposal . The Contractor shall provide
all labor, equipment and materials necessary for removal, transportation and disposal
of the HHW from the HHW storage building.
1 . 5 . In the event that a Friday is a holiday, the Contractor shall provide the services
described in Article 1 , Paragraphs 1 , 2 , 3 , and 4 on the weekday immediately
proceeding the holiday.
1 . 6 . On a Wednesday of the first month following the effective date, the date to be
selected by mutual agreement between the District and the Contractor, the Contractor
shall conduct two 3 -hour sessions of training to SWDD personnel . This training shall
include but not be limited to identification, classification, handling, segregation of
spills and spill clean up of hazardous waste . The Contractor shall repeat the training
annually, during the anniversary month, throughout the term of this Agreement .
1 . 7 . The Contractor, at the District ' s request, shall also provide hazardous waste
collection, identification, transportation, packaging and disposal for the County' s
Conditionally Exempt Small Quantity Generators (CESQG) and small quantity
generators (SQG) .
1 . 7. 1 Upon startup of the CESQG waste program, the Contractor shall accept
hazardous waste from CESQG ' s at the District ' s location. CESQG ' s are
defined as generators, which generate less than 220 pounds of hazardous waste
per month. The Contractor shall identify, consolidate, lab pack, package,
manifest, transport and disposed of all of the CESQG wastes received during
the event . The Contractor shall collect the costs associated with CESQG waste
collection and disposal from the CESQG which delivers the waste . The
Contractor shall offer the CESQG ' s the same fee for the services as outlined in
this Agreement. The Contractor shall assume ownership of the waste upon
transfer to the Contractor. The contractor may store CESQG wastes at the
District ' s facility and must remove these waste upon completion of the
collection event unless their storage is specifically allowed by the District. The
Contractor assumes all responsibility in the performance of any activities
connected with the collection and disposal of CESQG wastes .
1 . 7.2 Upon start up of the Small Quantity Generators program the Contractor shall
during the term of this Agreement, offer the service of collection of wastes
from the District ' s Small Quantity Generators . The District shall supply the
Contractor with a mailing list or SQG ' s and CESQG ' s prior to the start of the
program. The Contractor may establish milk runs or small quantity collection
schemes in order to provide economical transportation and disposal costs for
the District ' s SQG ' s . The cost for disposal of the District ' s SQG wastes shall
be paid by the SQG and the Contractor shall be responsible for the collection
of funds from the SQG. The SQG shall be charged a rate for disposal as set
forth in this Agreement.
1 . 8 ._ Within 30 days of completion of the household hazardous waste removed for
disposal, the Contractor shall provide the District with the following reports : (a) All
Disposal : The Contractor shall match the quantities of material received with the
resultant containers which the Contractor placed the received material into for
disposal. The report shall list the hazard class of the container or lab pack as in
flammable liquid, poison B , etc . ; and (b) All Disposal : The Contractor shall provide a
list of all material transported for disposal along with copies of the corresponding
manifests no matter the origination of the material . The Contractor shall also specify
the destination facility and the treatment method for each waste.
1 . 9 . The Contractor must maintain and submit for the District ' s approval , a contingency
plan, which adequately describes how the Contractor shall identify and correct any
problems, which it may encounter during the performance of the Services set forth
herein. The plan must include remedial action provisions ; spill prevention and
control and emergency responses for hazardous waste transportation .
1 . 10 . The Contractor must maintain and submit for the District ' s approval a site safety
plan. The plan at a minimum shall include provisions for the proper handling of
hazardous materials, worker and participant safety and traffic control . The plan must
ensure that appropriate measures are taken to prevent damage to human health, the
environment and public and private property.
Article 2 : COMPENSATION
2 . 1 For services provided under Article 1 , Paragraphs 1 ,2 and 3 , the Contractor shall
be paid $ 750 . 00 per week.
2 . 2 For services provided under Article 1 , Paragraphs 4 and 7, the Contractor shall be
paid $ 100 . 00 per event plus packaging, shipping and disposal charges in
accordance with the schedule shown in Exhibit B .
2 . 3 For services provided under Article 1 , Paragraph 6 , the Contractor shall be paid a
total of $ 500 . 00 to conduct both of the two 3 -hour sessions .
2 . 4 The payments set forth in Paragraphs 2 . 1 , 2 . 2 and 2 . 3 will be subject to an annual
escalation, commencing October 21 , 2005 . The escalation shall not exceed 3 % per
year with a maximum of 8 %, in the aggregate over the 3 consecutive years of the
optional renewal terms. The Contractor may submit to the District requests for
escalation in writing with supporting justification at the end of each year of the
optional renewal terms, commencing October 21 , 2004 but no less than (30) days
prior to their implementation. The annual escalation will be based on the change in
the consumer price index for all urban consumers for the South, all items, 1982 - 84
equals 100, as published by the U. S . Department of Labor, Bureau of Labor
Statistics ("CPI") calculated as set forth herein . Should the CPI be discontinued
or substantially modified, then an alternate index shall be chosen by mutual
agreement of the District and the Contractor. The annual escalation shall be
computed subject to the above limitations as follows : For each subsequent year of
the optional renewal term of this Agreement, commencing October 21 , 2005 , and on
each October 14 thereafter, the rates set forth in Article 2 , Paragraphs 2 . 1 , 2 . 2 and
2 . 3 shall be adjusted to reflect the increase in the CPI for the immediately
preceding twelve ( 12) month period of July to July, but no increase shall exceed
percent (3 %) per annum . The following formula shall be used for the cost
adjustment : [(X2 -X, )/X, ] + l where, X1 = the annual CPI established on October 21
of the preceding year; X2= the annual CPI established on October 21 of the
present year.
2_5 The Contractor shall submit detailed monthly invoices to the District for the Services
performed pursuant to this Agreement
2_6. Payment terms are Net 30 days from invoice date .
Article 3 : TERM OF AGREEMENT
The term of this Agreement shall be two (2) years from the Effective Date, unless sooner
terminated in accordance with the terms of this Agreement. The obligations of the
District under this Agreement are subject to the continuing appropriation of funds by the
County to the District for the services to be performed under this Agreement. The term of
this Agreement may be extended for up to three (3 ) additional periods of one ( 1 )-year,
each provided the District and the Contractor are in agreement and the District has
determined that the Contractor has successfully performed Services pursuant to this
Agreement . Termination of contract can be by either party with a 60 day written notice .
The District will advise the Contractor, in writing, sixty (60) days prior to end of each
year of the option periods of its decision to extend this Agreement for an additional
option year, up to the three-(3 ) year maximum
Article 4 : TITLE
The title to the HHW handled by the Contractor including the risk of loss shall pass from the
District to the Contractor immediately following the commencement of such handling by the
Contractor.
Article 5 : GENERATOR STATUS
Nothing contained within this Agreement shall be construed or interpreted as requiring the
Contractor to assume the status of " Generator, " as that term appears within any federal, state
or provincial statute or regulation governing the treatment, storage and disposal of HHW.
Article 6 : CONTRACTOR REPRESENTATIONS AND WARRANTIES
Contractor represents and warrants that :
a. Contractor is engaged in the business of providing Services as specified in the
Agreement and understands the currently known hazards related to the handling
of HHW;
b . Contractor shall perform all work in a safe, efficient, and lawful manner using
industry accepted practices;
C , Contractor is and shall remain in full compliance with all requirements of
federal, state, provincial and local laws, rules, regulations, by-laws and
ordinances applicable to the Services to be performed under this Agreement;
d . Contractor has all permits or approvals which are required for the Services and
will furnish Customer, upon request, proof of all such permits and approvals ;
and
e . Containers supplied by Contractor shall be in conformance with any and all
applicable laws, rules, regulations and orders insofar as is required for HHW
meeting the description applicable to the HHW intended to be placed therein.
Article 7 : DISTRICT REPRESENTATIONS AND WARRANTIES
District represents and warrants that :
a. District is and will remain in full compliance with all requirements of applicable
laws , regulations and orders relating to the HHW ;
b . District is under no legal restraint or order which would prohibit transfer of
possession or title to the HHW it tenders to Contractor or prohibit the Services
provided by Contractor related to such HHW;
Article 8 : INDEMNIFICATION
Contractor agrees to indemnify, hold harmless and defend the District from and
against any and all liabilities, claims, penalties, forfeitures, suits, and the costs and expenses
incident thereto (including costs of defense, settlement and reasonable lawyers ' fees,
consultant or other professional fees and the reasonable costs of investigation, containment
and cleanup and any remedial actions required by law, regulation or order, including the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 or
comparable state superfund law) , which it may hereafter incur, become responsible for, or
pay out as a result of death or bodily injury to any person, destruction or damage to any
property, contamination of or adverse effects on the environment, or any violation of
governmental laws, regulations or orders, to the extent that such damage was caused by : (i)
Contractor's breach of any term or provision of this Agreement; (ii) the failure of any
representation or warranty of Contractor to be true, accurate and complete ; or (iii) any
negligent act or omission or willful misconduct of Contractor or its employees or agents .
In no event shall either party be liable for any special, indirect, incidental or consequential
damages, whether based in contract, warranty, indemnity or tort, negligence or strict
liability.
Article 9 : INSURANCE
9_1 . The 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. Workers ' Compensation
Statutory
b . Employer' s Liability
$ 1 , 000 , 000 per occurrence
C , General Liability (bodily injury and property damage - combined single
limit)
$ 1 , 000 , 000 per occurrence, $ 2 , 000 , 000 aggregate
d . Automobile Liability (and MCS - 90 Motor Carriers Act of 1980
endorsement)
$ 1 , 000 , 000 combined single limit
e . Pollution Legal Liability - Sudden and Non- sudden $4 , 000 , 000 per
occurrence, $ 8 , 000 , 000 aggregate $ 5 , 000 , 000 per occurrence,
$ 10 , 000 , 000 aggregate(Dayton only)
£ Professional Environmental Consultants (CPL/E&O)
$ 2 , 000 , 000 per occurrence , $4 , 000, 000 aggregate
g . Umbrella
$ 15 , 000 , 000 per occurrence Underlying policies :
Business Auto
General Liability
Professional Environmental Consultants
Workers Comp / Employers Liability
9.2 . Ten ( 10) days prior to the commencement of any work under this Agreement, a
certificate of insurance will be provided to the Indian River County Risk Manager for
review and approval . The certificate shall provide the following : Indian River County
will be named as an Additional Insured on both the Pollution Legal Liability, General
Liability, and Auto Liability policies . Indian River County will be given thirty-(30) days
notice prior to cancellation or modification of any required insurance . Such notice shall
be in writing by registered mail , return receipt requested, and addressed to the Risk
Manager. Insurance must be written by company( ies) licensed to do business in the State
of Florida and have an A. M . Best rating of no less than A-VI . It is the responsibility of
the Contractor to ensure that all subcontractors comply with all insurance requirements .
Article 10 : ACCESS TO PREMISES
District grants to Contractor, its agents and employees reasonable access to District ' s
facilities for purposes of fulfilling its obligations under this Agreement . Contractor shall
comply with District's safety procedures while on District's facilities . Contractor shall
examine prior to commencing Services under this Agreement, any right-of-way provided by
District to/from District facilities and to/from the most convenient public way, to select
suitable equipment to perform the services under this Agreement .
Article 11 : INSPECTIONS
During business hours, upon reasonable notice, and when accompanied by a
representative of Contractor, the District, at its own expense, shall have the right : (i) to
inspect transportation vehicles or vessels , containers or facilities provided by Contractor; (ii)
to inspect by periodic examination of Contractor's relevant records and/or sites the handling,
transportation, storage and disposal operations conducted by Contractor in the performance
of this Agreement; and, (iii) to verify, by examination of Contractor's records , all invoiced
amounts when firm prices are not set forth in Supporting Documents . Notwithstanding the
foregoing, nothing contained herein or elsewhere in this Agreement shall require Contractor
to disclose to the District or permit the District to examine proprietary or confidential
information.
Article 12 : TERMINATION
Unless otherwise set forth in the Supporting Documents, either party may terminate
this Agreement without cause upon sixty (60) days prior written notice to the other. Either
party may terminate this Agreement immediately if the other party is adjudicated insolvent,
seeks any remedy for itself under any present or future law related to bankruptcy, insolvency
or other relief for debtors, or breaches this Agreement and fails to cure or diligently
prosecute the cure within a reasonable time upon notice thereof. If any change or
communication from any municipal, local, state, provincial, federal or interstate agency
occurs with respect to any laws , rules , regulations or ordinances applicable to the rights or
obligations contained in this Agreement or which materially impacts either party hereto
(including but not limited to changes which increase the cost of providing Services or affect
facility permit status) , either party shall have the option to immediately terminate this
Agreement or to have the terms of this Agreement renegotiated to bring this Agreement and
the respective obligations or rights of the parties into compliance with such change or
changes . Termination as set forth above shall be without prejudice to any other remedy the
terminating party may have and shall not affect the parties ' uncompleted obligations,
including payment for Services rendered by Contractor
Article 13 : INDEPENDENT CONTRACTOR
Contractor 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 Contractor 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 District.
Article 14 : EXCUSE OF PERFORMANCE
The parties ' obligations under this Agreement, may be suspended by either party in
the event of. act of God, war, riot, fire, explosion, accident, flood, sabotage ; lack of adequate
fuel , power, raw material, labor, containers , or transportation facilities; compliance with
governmental requests, laws, regulations, orders or actions ; revocation or modification of
governmental permits or other required licenses or approvals ; breakage or failure of
machinery or apparatus ; national defense requirements or any other event beyond the
reasonable control of such party; labor trouble, strike, lockout or injunction (provided that
neither party shall be required to settle a labor dispute against its own best judgment) ; which
event prevents the delivery, transportation, acceptance, treatment, incineration, recycling or
disposal of the Waste.
Article 15 : SUBCONTRACTING AND ASSIGNMENT
The Contractor shall not assign, transfer, convey, or otherwise hypothecate any interest,
right, duties or obligations under this Agreement, without the prior written consent of the
District. The District may, at its option, terminate this Agreement immediately upon
notice of such action by the Contractor.
Article 16 : NOTICE
Except as otherwise provided herein, any notice required or permitted to be given under this
Agreement shall be in writing and addressed or delivered to the following :
For District: For Contractor:
Indian River County, Solid Waste Disposal Perma-Fix of Orlando , Inc .
District 10100 Rocket Blvd.
c/o Department of Utilities Services , Orlando , FL . 32824
1840 25 `h Street, 407- 859-4441
Vero Beach, FL . 32960-3335
The District shall give written notice to Contractor of a claim for indemnification
under Article 8 within a reasonable time following District's first knowledge of the event or
occurrence which gives rise to that claim. Upon receipt of notice, and determination by
Contractor that the District has a valid claim for indemnification, Contractor shall have the
right to retain counsel to defend, negotiate, adjust, and/or settle a claim against the District.
Article 17 : WAIVER
Any waiver by either party of any provision or condition of this Agreement shall not be
construed or deemed to be a waiver of any other provisions or conditions of this Agreement,
nor a waiver of a subsequent breach of the same provision or condition, unless such waiver
is expressed in writing by the party to be bound.
Article 18 : ENTIRE AGREEMENT
This Agreement and the Supporting Documents constitute the entire Agreement
between the District and Contractor as related to the Management of the District ' s HHW.
All previous negotiations and representations not specifically incorporated herein are
superseded and are rendered null and void upon execution of this Agreement. In the event
terms and conditions of any and all Supporting Documents conflict with this Agreement, the
terms and conditions of this Agreement shall control. No modification of this Agreement
shall be binding on the District or the Contractor unless in writing and signed by both parties
specifically amending this Agreement. In no event shall the preprinted terms or conditions
found on any Contractor or District purchase or work order or similar document be
considered an amendment, modification, or supplement to this Agreement, even if such
document is signed by representatives of both parties ; such preprinted terms and conditions
shall be considered null and void and of no effect.
Article 19 : SEVERABILITY
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 .
Article 20 : HEADINGS AND DEFINED TERMS
The paragraph headings in this Agreement are inserted for the convenience of the
parties only and shall not in any manner define, limit or describe the intent or scope or in
any manner affect this Agreement.
All defined terms herein, designated by initial capitalization, shall have the meaning
so ascribed, said meaning being equally applicable to both singular and plural forms or to
grammatical variations (including but not limited to masculine, feminine and neuter
pronouns) , as the case may be .
Article 21 : SURVIVAL
Articles 4 (Title), 6 (Contractor Representations and Warranties), 7 (District Representations
and Warranties), 8 (Indemnification), 16 (Notice) , and 21 (Survival) of this Agreement shall
survive termination of this Agreement, without regard to the reason for termination.
Article 22 : GOVERNING LAWS
This Agreement shall be governed by the laws of the State of Florida and venue for all
disputed matters shall be the State of Florida without regard for choice of law or conflict of
law provisions .
IN WITNESS WHEREOF, the Indian River County, Solid Waste Disposal
District and Perma-Fix of Orlando , Inc . , have caused the Agreement to be signed by their
respective duly authorized representatives .
INDIAN RIVER COUNTY, PERMA-FIX of ORLANDO , Inc .
SOLID TE DISPOSAL DISTRICT
r
By
K eth R. Macht, Chairman Christopher R . Waechter
Date approved by SWDD; October 21 , 2003 Facility- Manager
Attest: witziess :
Jeffrey K. Barton usan Ziegler
Clerk to the District Perma - Fix of Orlando , Inc .
Approved: /
es E . Chand n
ounty Administrator
Rlproas to formand g sufficiency:ell
ounty Attorney
Exhibit B
Schedule of Charges for HHW Packaging Transportation and Disposal
Material Disposal Method Estimated 55 Gallon 30 Gallon 5 Gallon
Density Container Container Container
Flammable liquid, low Fuel blending 1000 lb/gal $ 70 . 00 $60 . 00 $20 . 00
chlorine, bulk
Flammable liquid, high Fuel blending 5001b/gal $ 90 . 00 $ 75 . 00 $20 . 00
chlorine, bulk
Flammable liquid, low Fuel blending 1000 lb/gal $ 125 . 00 $ 100 . 00 $ 35 . 00
chlorine, lab pack
Flammable liquid, high Fuel blending 500 lb/gal $ 150 . 00 -- --
chlorine, lab pack
Flammable liquid, poison Fuel blending 3300 lb/gal $ 230 . 00 $ 185 . 00 $60 . 00
Flammable solids, lab Fuel blending 2000 lb/gal $240 . 00 $ 195 . 00 $ 60 . 00
pack
Flammable liquid, poison Fuel blending -- $230 . 00 $ 185 . 00 $ 60 . 00
bulk
Aerosol cans Fuel blending 15001b/gal $ 130 . 00 $ 105 . 00 $45 . 00
Hazardous waste, liquid Treatment/Landfill 10001b/gal $ 130 . 00 $ 105 . 00 $45 . 00
or solid, lab pack
Poisonous material, liquid Incineration 1000 lb/gal $230 . 00 $ 190 . 00 $ 60 . 00
or solid, lab pack
Corrosive material, lab Treatment 40001b/gal $ 125 . 00 $ 100 . 00 $40 . 00
pack
Corrosive material bulk Treatment 40001b/gal $ 155 . 00 $ 125 . 00 $40 . 00
Oxidizer liquid, bulk Incineration 2001b/gal $ 300 . 00 $240 . 00 $ 75 . 00
Oxidizer liquid or solid, Incineration 500 lb/gal $295 . 00 $250 . 00 $ 120 . 00
lab pack
Pesticides, herbicides, Incineration 20001b/gal $205 . 00 $ 165 . 00 $ 50 . 00
liquid or solid, lab pack
Cyanides or Sulfides, lab Incineration 100 lb/gal $250 . 00 $205 . 00 $ 75 . 00
pack
Batteries, dry cell Treatment 54001b/gal $ 140 . 00 $ 100 . 00 $45 . 00
Batteries, lead acid Recycle -- $ 75 . 00 $ 50 . 00 $20 . 00
Antifreeze Recycle -- $ 75 . 00 $ 50 . 00 $ 10 . 00
Used oil Recycle -- $ 50 . 00 $40 . 00 $ 10 . 00
Antifreeze, bulk liquid Recycle -- $75 . 00 $ 50 . 00 $ 10 . 00
Latex paint, bulk, liquid Treatment/Landfill 1000 lb/gal $65 . 00 $ 50 . 00 $20 . 00
PCB liquid, bulk Incineration 301b/gal $ 615 . 00 $ 520 . 00 $ 100 . 00
PCB , bulk Incineration 30 lb/gal $615 . 00 $ 520 . 00 $ 100 . 00
Dioxin, liquid or solid, Incineration 500 lb/gal $ 640 . 00 $ 515 . 00 $ 100 . 00
lab pack
Non regulated soaps, Treatment/Landfill 2001b/gal $ 60 . 00 $ 50 . 00 $ 10 . 00
r
polishes and others
Solvents, contaminated Fuel blending 2500 lb/gal $ 70 . 00 $ 60 . 00 $20 . 00
oil, other waste
Oil based paint, thinners , Fuel blending -- $ 70 . 00 $ 60 . 00 $20 . 00
stain, bulk, liquid