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HomeMy WebLinkAbout2011-184 Issue Date : fitly 12th 2011 5690 Midway Road / Fort Pierce, Fl . 34981 environmental - /Q L,/ PH: 772468 -2300 523 N . Sam Haustan Pkwy. E., Ste 400 ' Houston, TX 77060 Fax: 772468-9328 PRICE / SERVICE AGREEMENT This Service Agreement is between FCC Environmental LLC " COMPANY" , a licensed and insured recycler and Generator " CUSTOMER" . Customer/Site Indian River County Landfill Bill To Name Same Site Address 1325 74" Ave. SW Site Address Additional locations to be listed Bill To Address 1325 740' Ave SW City, ST, Zip Vero Beach, Fl. 32968 City, ST, Zip Vero Beach, Fl . 32968 Contact Gary Easlick Contact Purchasing Phone Number 772.770-5112 Phone Number Fax 772-770-5296 Fax EPA 11)"tatus E-Mail geaslickpircgov.com Collections of the listed products will be on regularly scheduled basis commencing on 7_ Days after signing For a period of 12 months IAnnual Gallons of used oil estimated to _ 21 , 000 Items for collection and charges are as follows: See attached acceptance parameters . An energy surcharge will be applied if applicable based on the DOE - WTI price index. Use- Items Quoted Costs Interval = FOI. QfdhEe� Use Qx Quanti Da s rdN m: Recovered Used Oils <5 % H2O $0 . 74 / allon As Needed Tier Index Price aid to customer for oil collected W-9 Required Remit oil payment to site address Diesel Fuel (place in used oil tank) Oily Shop/ Mop / rain/ Waste Waters _ $0 .38 / gallon Used Oil Filters No Charge Containers supplied to customer on loan Antifreeze (Non Hazardous) No Charge Waste Gasoline $0 .60 / gallon cost Absorbents (Non Hazardous) (clay) $95 . 00 / drum Lab analysis / profile required Absorbents (Pads and Rags) , $95 . 00 / drum Profile required Vacuum Truck Services $ 85 .00 / hr. (2hr.min) Sludge on-Hazardous Vac Sery $ 1 .38 / gallon Oily waters Vac service $ 0 .38 / gallon Anal cal Testing $275 : 00 - $ 525 AO As Needed Empty Drums Disposal $20 . 00 / each Any size See Attached Standard Terms FCC Environmental LLC - Customer Indian River County Landfill Account Manager Warren Neff FCC Environmental LLC Account Manager DSR Date Printed Authorized Customer Representative Date - 1 - Version 010120111 STANDARD TERMS — 2011 1 . Applicable Terms . These terms govern the Service Agreement on the reverse side or attached hereto and FCC Environmental LLC (the "Company") associated proposal , quotation, or acknowledgment ("Company' s Documentation") , Whether these terms are included in an offer or an acceptance by Company, such' offer or acceptance is conditioned on Customer' s assent to these terms . Company rejects all additional or different terms in any of Customer' s forms or documents. Notwithstanding the foregoing, in the event the Company and Customer have duly executed a form of master agreement specifically covering the services contemplated by this Agreement, this Agreement shall only apply to the extent it does not conflict with the terns of such master agreement. This proposal / Agreement shall remain valid for thirty days from the date of issue for Customer' s acceptance and acceptance by Company. 2. Payment For Billable Services. Customer shall pay Company the full service fee as set forth in Company' s Documentation. Unless Company ' s Documentation provides otherwise, all taxes, duties or other governmental charges relating to the services provided shall be paid by Customer. If Company is required to pay any such charges, Customer shall immediately reimburse Company. All payments are due within 30 days after receipt of invoice. Customer shall be charged the lower of 1 '''/% interest per month or the maximum legal rate on all amounts not received by the due date and shall pay all of Company' s reasonable costs (including attorneys' fees) of collecting amounts due but unpaid. All orders are subject to credit approval . 3 . Scope of Services and Exclusivity. 3 . 1 Company shall provide the services specifically described in Company' s Documentation during normal business hours, unless otherwise specified in Company' s Documentation . Services requested or required by the Customer outside of these hours will be charged at Company' s then current schedule of rates including overtime charges, if applicable, and will be in addition to the charges outlined in Company' s Documentation . Where the Customer requests additional Services which are outside of the scope of work itemized in Company' s Documentation, Company shall provide those services at its standard time and material rates and pursuant to its standard terms and conditions then in effect, unless Company agrees otherwise in writing. 3 .2 This Agreement covers all locations, accounts, address' s or tank locations referenced in the Customer / Site section in this document, and includes any attachments referenced in the Customer / Site section in this document. Customer must provide Company ' s vehicles with at least 30 feet of clear access to tanks at the time of collection. Failure to do so can result in a missed collection service, or additional charges . Tanks, drums, or other vessels must have a minimum opening of 2 inches in diameter. Customer will ensure that all areas of its premises where the Company ' s employees will be working ("Work Areas"), and all areas required to be traversed in order to access the Work Areas, are in safe condition for said employees to work and in full compliance with applicable health , safety, and environmental laws and regulations 3 .3 (Applicable for Parts Cleaner Services) Company will provide service to keep all parts cleaners leased by the Customer from the Company in good working order from the date of installation. The service provided includes preventative maintenance based upon the specific needs of the equipment as determined by the Company service representative and includes unscheduled on call remedial maintenance . Service will also include replacement of parts as deemed necessary by Company. The cost of parts cleaner equipment, replacement parts and associated replacement part labor is not included in service. In the event unscheduled maintenance is necessary Company agrees to respond to the call for service within two (2) business days of receiving telephonic notice of the request for service; or in the alternative, to provide a replacement unit or units for the Customer' s use. In the event Company fails to respond to a call for service within the time set forth above, Company will provide the requested service without charge to the Customer. 3 A By signing this Agreement Customer agrees to exclusively use Company' s services specifically described in Company' s Documentation throughout the term of this agreement. Customer acknowledges that Company ' s commitment of the Agreement Rate, if any, for used oil pursuant to this Agreement is based upon Customer' s commitment to (i) provide the Annual Gallons set forth in the Agreement and ( ii) exclusively use Company for the collection of used oil throughout the term of this Agreement. 4. Ownership of Materials. All devices, equipment (other than the Goods), designs (including drawings, plans and specifications), estimates, prices, notes, electronic data and other documents or information prepared or disclosed by Company in connection with services provided , and all related intellectual property rights (including without limitation those associated with the Goods), shall remain Company' s property. Company grants Customer a non-exclusive, non-transferable license to facilitate Customer' s use of the Goods supplied and the equipment serviced . Customer shall not disclose any such material to third parties without Company' s prior written consent. 2 S . Changes. Company shall not implement any changes in the scope of work described in Company' s Documentation unless Customer and Company agree in writing to the details of the change and any resulting price, schedule or other contractual modifications . This includes any changes necessitated by a change in applicable law. In the event of oil price market changes greater than ten percent, as defined by USDOE Residual Gulf Coast from the date of this agreement, the Company may request to negotiate a new oil payment price, if any, that is reflective of the market price change in USDOE Residual Gulf Coast Prices and Customer agrees to negotiate any such request in good faith . . This agreement may be terminated by Customer or Company with thirty (30) days written notice. 6 . Warranty. Company warrants (i) that while providing services to the Customer as outlined in Company' s Documentation all work will be performed in a workmanlike manner and that Company will use suitably qualified personnel , and (ii) that all Goods shall be free from defects in material and workmanship. These warranties shall survive for ninety days from the date of the service provided (the "Warranty Period") . In the event of a warranty claim, Company shall , at its sole option and as Customer' s sole remedy, repeat the service (or repair or replace the subject Goods) at its own expense or refund the service fee actually paid to Company . If Company determines that any warranty claim is not, in fact, covered by the foregoing warranties, Customer shall pay Company its then customary charges for any additionally required services or Goods . The foregoing warranties are conditioned on Customer (a) operating and maintaining any serviced equipment and the Goods in accordance with Company' s instructions , in regards to parts cleaner equipment, an essential part of those instructions being that the customer will not use the equipment as a waste receptacle, will not dump oil, dispense aerosols or introduce any other material , such as gasoline, brake cleaners, thinners, and carburetor cleaner, that would cause the solvent to become a waste, and (b) not making any unauthorized repairs or alterations which affect the service or the Goods, and (c) not being in default of any payment obligation to Company. The foregoing warranties do no cover consumable or expendable Goods (such as, for example and not by way of limitation, filter cloth , pump diaphragms and filters) or damage caused by negligent operation of any equipment or Goods by Customer, chemical action or abrasive material or misuse which has damaged the equipment serviced or the Goods, or improper installation (unless installed by Company) . THE WARRANTIES SET FORTH IN THIS SECTION ARE COMPANY' S SOLE AND EXCLUSIVE WARRANTIES . COMPANY MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE, 7 . Indemnity. The parties shall indemnify, defend and hold harmless one another from any claim, cause of action or liability incurred by the other as a result of third parry claims for personal injury, death or damage to tangible property, to the extent caused by the. indemnifying party's negligence. The indemnifying party shall have the sole authority to direct the defense and settle any indemnified claim , unless the indemnified party elects to decline the right of indemnification, which it may do at any time. The obligation to indemnify is conditioned on the indemnified party : (a) promptly notifying the other party (in the case of the Customer being the indemnified party, within the Warranty Period set forth in Section 6); and (b) providing reasonable cooperation in the defense of the claim . 8 . Force Majeure. Under no circumstances shall either Company or Customer have any liability for any breach (except for payment obligations) caused by extreme weather or other act of God, strike or other labor shortage or disturbance, fire, accident, war or civil disturbance, delay of carriers, failure of normal sources of supply, change in law or other act of government or any other cause beyond such party's reasonable control 9. Agreement Renewal . This agreement will automatically be renewed at the expiration date unless specifically declined at least ten ( 10) business days prior to the expiration date by Company, or by Customer. The Customer may decline the renewal option by striking this paragragh on the agreement at the time the agreement is signed , 10. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY, COMPANY SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES, AND COMPANY' S TOTAL LIABILITY ARISING AT ANY TIME FROM OR IN CONNECTION WITH THE SERVICES OR THE GOODS OR THE USE THEREOF SHALL NOT EXCEED THE PRICE PAID UNDER THE AGREEMENT, THESE LIMITATIONS APPLY WHETHER THE LIABILITY IS BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY . HV Leased Equipment. Any leased equipment provided by Company shall at all times be the property of Company with the exception of certain miscellaneous installation materials purchased by the Customer, and no right or property interest is transferred to the Customer hereunder, except the right to use any such equipment as provided here. Customer agrees that it shall not, nor shall it allow a third party, to pledge, lend, place a lien against or create a security interest in, part with .possession of, or relocate such equipment. Customer agrees that it will indemnify Company against breaches of the terns of this paragraph . Customer shall be responsible to maintain such equipment in good and efficient working order. Upon the expiration or termination of this Agreement, Customer shall promptly make any leased equipment available to Company for removal . Customer hereby agrees that it shall grant Company access to the equipment location and shall permit Company to take 3 possession of and remove such equipment without resort to legal process and hereby releases Company from any claim or right of action for trespass or damages caused by reason of such entry and removal . 12. Nonconforming Waste Material , 12 . 1 Waste material shall be considered nonconforming if: ( 1 ) it has constituents, concentrations, characteristics, components or properties not specified in (a) the approved Waste Characterization Form on file with the Company or (b) the Sample Analytical ; (2) the waste material is used oil , the used oil contains greater than 1000 ppm total halogens and the hazardous waste presumption of this used oil cannot be rebutted. 12 .2 If Company determines within thirty (30) days after delivery of waste material from Customer' s facility that the waste material is nonconforming pursuant to 12 . 1 above, Company shall immediately notify Customer, and shall, at Company' s election, either arrange with Customer for the satisfactory disposition of such waste material upon mutually agreeable terms and conditions, or reject and return such nonconforming waste material to Customer without further obligation . If Company elects to reject and return the waste material, Customer shall promptly arrange for its return and shall pay reasonable charges for Company' s handling and time involved up to the time of the return . 12 .3 At any time, Company may, upon reasonable grounds to believe that waste material furnished by Customer is nonconforming, so notify Customer and require that Customer have a sample or samples thereof chemically analyzed by a qualified, reputable, independent laboratory acceptable to Company. The results of such chemical analysis shall be furnished to Company. If the chemical analysis demonstrates that the waste material is conforming, Company shall pay the costs of the analysis . 12 . 4 Any waste material containing any of the Prohibited Wastes as specified in the Company ' s waste acceptance and/or Permit shall be considered nonconforming. 13 . Title. 13 . 1 Title to and liability for conforming waste material shall pass from Customer to Company when the loading operation of the waste material onto -vehicles provided by the Company has been completed and said vehicles are ready to leave the facility of the Customer. If transportation is provided by the Customer, then title passes from Customer to the Company when unloaded at Company ' s site. 13 .2 Title and liability for nonconforming waste material shall at all times remain with the Customer, unless, upon the discovery that the waste material is nonconforming, Company agrees in writing to perform services under this Agreement. 13 .3 Should Company revoke acceptance of any nonconforming waste material as provided in 12 .0 above, title to and liability for such waste material shall revest in Customer at the time such revocation is communicated to Customer, regardless of who has physical possession of such waste material . Company shall take all reasonable steps appropriate to protect the waste material until Customer can properly retake possession thereof. 13 .4 Company shall have title to all materials recovered from Customer' s waste material . 14 . Miscellaneous . If these terms are issued in connection with a government contract, they shall be deemed to include those federal acquisition regulations that are required by law to be included . These terms , together with any quotation, purchase order or acknowledgement issued or signed by the Company, comprise the complete and exclusive statement of the agreement between the parties (the "Agreement") and supersede any terms contained in Customer' s documents, unless separately signed by Company. No course of dealing or performance, usage of trade ,or failure to enforce any term shall be used to modify the Agreement. If any of these terns is unenforceable, such term shall be limited only to the extent necessary to make it enforceable, and all other teems shall remain in full force and effect. Customer may not assign or permit any other transfer of the Agreement without Company ' s prior written consent. The Agreement shall be governed by the laws of the state of Delaware without regard to its conflict of laws provisions . 15 . Payment For Oil . All payments for oil shall be based on net recovered oil gallons, as determined by the Company at the Company' s laboratory equipped receiving facility . The payment for oil rate shall be subject to a monthly adjustment based on the previous months average price for a gallon of Gulf Coast Residual Fuel as published by The USDOE website http ://tonto .eia .doe .gov/dnav/ pet/ hist/ LeafHandler ashx?n = pets = rfollusg5&f= m with the corresponding pay for oil price bracket shown on attachement A. The new price each month will become effective on the 15th day of each new month . 4 IN WITNESS WHEREOF the County and FCC Environmental , a foreign limited liability company authorized to do business in Florida , has caused these presents to be executed in their names , the day and year first • above written . FCC ENVIRONMENTAL, LLC BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA T unuu •V Its : E-,�> - ,, ko ,cr � i� . s I � Bob Solari , Chairman +•Ja�;� " OMMIssi: BCC Approved : August 16 , 20r WITNES%1 ° . •tee Approved : ti oo : • �, ,. WITH 1.t� + \ •9�couci�. (Carpo seal Is acceptable In place of witnesses) By � Josep A. Baird County Administrator "W918410 KELLIE M . ROSEATS .\fpµ •% P aoaa� y .` • °'•; Notary Public State of flot01 Attest4rey Barton , Cle k of Court MY Comm . DOW Nov 1 . 2013 • oo 937284 - ^ • g° Commission # B rk Approved as to form and legal sufficiency William K. ' DeBraal Deputy County Attorney