HomeMy WebLinkAbout20100236.tiff RESOLUTION
RE: APPROVE MASTER SERVICES AGREEMENT FOR USED OIL DISPOSAL AND
AUTHORIZE CHAIR TO SIGN -THERMO FLUIDS, INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS,the Board has been presented with a Master Services Agreement for Used Oil
Disposal between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Public Health and Environment, and Thermo
Fluids, Inc., commencing January 1, 2010,with further terms and conditions being as stated in said
agreement, and
WHEREAS, after review,the Board deems it advisable to approve said agreement, a copy of
which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado,that the Master Services Agreement for Used Oil Disposal between the County of
Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on
behalf of the Department of Public Health and Environment, and Thermo Fluids, Inc., be, and
hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 1st day of February, A.D., 2010.
]E a BOARD OF COUNTY COMMISSIONERS
C�J WELD COUNTY, COLORADO
ATTEST: ' %S J,
ougl-s Rade -Cher, Chair
Wel• County Clerk to the -
Barbara Kirkmeyer, pro-Tem /
Depu y Cler to the Board ,it
Sean P. Co y
ARP RCD7DA3"T RM:
can/G
F. Garcia
ou ttorney EXCUSED
David E. Long
Date of signature: 31 a l ID
2010-0236
HL0037
CC he ( t cl )i c ) (5/03-A
Memorandum
TO: Doug Rademacher, Chair, BOCC
DATE: January 26, 2010
O
COLORADO FROM: Mark E. Wallace, MD, MPH, Department
of Public Health and Environment
SUBJECT: Services Agreement for Used Oil
Disposal
Enclosed for Board review and approval is a Services Agreement between Thermo
Fluids, Inc. and the Weld County Board of County Commissioners on behalf of the
Weld County Department of Public Health and Environment for the recycling of used oil,
oil filters, and antifreeze. These materials are collected at the County's Household
Hazardous Waste collection sites. A schedule of fee's is attached to the Agreement.
County staff solicited contracts from the three companies that we were able to identify
that provide these services in our area. After many discussions with the three
companies that deliver this type of service, the Department, in coordination with staff
from the County Attorney's office, developed the Agreement with Thermo Fluids, Inc.
I recommend your approval of this Services Agreement.
Enclosure
2010-0236
NL(XJ37
MASTER SERVICES AGREEMENT
This Master Services Agreement ("Agreement") is between Thermo Fluids Inc., a
Delaware corporation ("TFI"), and the Weld County Board of County Commissioners, Weld
County, Colorado, by and on behalf of the Weld County Department of Public Health and
Environment, a governmental entity ("Customer"). TFI and Customer agree as follows:
1. Services. TFI will provide Customer with fluid and solid waste recovery and
recycling services. TFI's services include only those services stated in any Service
Agreement, Service Quote or other work order TFI and Customer may enter into or approve
from time to time (each a "Statement of Work") and any additional services TFI agrees to
provide on a case by case basis. The terms of this Agreement will govern in the event of a
conflict or inconsistency between this Agreement and any provisions contained in any
Statement of Work. A copy of the Statement of Work to which this original Agreement refers
is attached hereto and made a part hereof by reference. No purchase order, request for
services or other form agreement issued by Customer requesting or relating to any services
furnished by TFI will be valid or effective for any purpose or otherwise constitute evidence of
any course of dealing or course of performance between TFI and Customer. TFI will be
required to provide only those services set forth in the Statement of Work and will do so
subject to the performance of Customer's duties and responsibilities. The parties to this
Service Agreement acknowledge that costs of disposal of contaminated oil must be
determinate when such contamination is discovered and will be established by the parties at
the time of the discovery of the contamination. In the event the parties cannot agree on a
price for disposal by TFI, Customer shall assume responsibility for disposal at its own cost,
and TFI will have no further responsibility for the disposal of such contaminated oil.
2. Fees/Purchase Prices. Customer agrees to pay the fees outlined in the
Statement of Work for the services TFI provides. If applicable, TFI agrees to pay Customer
the prices listed in the Statement of Work for the used oil and other products TFI purchases
from Customer. The parties will make all payments in U.S. Dollars. Fees for services
and/or purchase prices for used oil and other products may be adjusted if the specifications,
quantities, shipment arrangements or other terms or conditions change from TFI's original
price quotation. Fees will be set solely by the Statement of Work and any quoted price for
service fees or used oil purchase price will be valid for 30 days after submission of the
Statement of Work to Customer. Purchase orders that Customer may have submitted or
may submit in the future will have no bearing on this Agreement or the prices charged for
TFI's services.
TFI reserves the right to change the prices for the services TFI furnishes and the used
oil and other products TFI purchases from Customer as set forth in the Statement of Work —
including without limitation imposing a fuel surcharge based on price fluctuations in the fuel
markets. If any such price change, including the addition of fuel charges results in a cost to
customer which is more than ten percent (10%) of the fees quoted on the Statement of
Work, TFI will notify Customer in writing at least 30 days before any such change in price
goes into effect. Customer must acknowledge receipt of the notice of the price change, and
must accept the new terms in writing or may cancel this Agreement by sending written
TFI MSA-COLLECTION SERVICES Doc.#573570 v.1
ACID—C
notice to TFI in accordance with this Agreement within 30 days after receipt of TFI's notice
regarding the price change.
Customer acknowledges and agrees that fluctuations of fees and/or prices within 10%
of the original stated price set forth in the Statement of Work will not entitle Customer to
cancel any purchase order or terminate this Agreement and Customer agrees to pay the
current service fees and accept TFI's then current purchase prices for used oil and other
products at the time services are rendered or product is purchased as long as such fees
and/or prices are within 10% of the original price range as set forth in the attached
Statement of Work.
Customer, as a governmental entity, is exempt from the payment of all sales or use
taxes or any other tax, tariff or duty levied by any government authority related to services
performed by TFI.
3. Term. This Agreement will be effective for an initial term of one (1) year
beginning on January I , 2010. This Agreement will automatically renew at the end of this
time for successive one year periods unless Customer notifies TFI in accordance with this
Agreement at least 30 days prior to the termination date that Customer desires to terminate
this Agreement and cease receiving TFI's services.
4. Exclusivity. During the term of this Agreement, Customer agrees not to
contract for or receive the services TFI provides pursuant to the attached Statement of Work
from any other service provider. If TFI is purchasing used oil from Customer, Customer
agrees not to sell its used oil to any other person during the term of this Agreement.
5. Terms of Payment and Finance Charges. Customer agrees to pay for our
services within 30 days of the date of the invoice. If Customer fails to pay what Customer
owes during this period, Customer agrees to pay monthly interest of 1.5% of the unpaid
amount in addition to all costs and expenses (including reasonable attorneys' fees and court
costs) incurred by TFI in collecting these overdue amounts. If there is a good faith dispute
related to any portion of an invoice, Customer agrees to pay the undisputed portion of the
amount owed. If Customer fails to pay any amount owed to us and if that amount is not
subject to ongoing negotiations which are subject to a good faith dispute, TFI reserves the
right to offset such amount against the amount that TFI may owe to Customer.
6. Termination. Either party may terminate this Agreement at any time and for
any reason (or no reason) upon 60 days prior written notice. However, if Customer
terminates this Agreement prior to the expiration of its term, Customer agrees to pay for all
services already performed by TFI.
7. Delivery and Demurrage. TFI will provide its services to Customer at the
location that Customer specifies. Customer agrees to inform TFI of these locations and the
requested service dates at least 15 days prior to the requested service dates. Customer
agrees that TFI will not be responsible for any loss or damage resulting from delay or failure
to furnish services due to circumstances beyond our control.
TFI MSA-COLLECTION SERVICES - 2 - Doc.#573570 v.1
8. Title/Risk of Loss. Title to and risk of loss for conforming product (as
described in paragraph 10 below) TFI collects from Customer will transfer to TFI once the
conforming product enters TFI's collection vehicle. Prior to this time, Customer will bear the
entire risk of loss of the product.
9. Limited Warranty. TFI warrants that the services TFI provides will comply with
the requirements of this Agreement and the applicable Statement of Work and all federal,
state and local laws and regulations and will be performed according to industry standards.
If Customer feels that TFI has not met this standard, Customer may notify TFI in writing and
TFI may opt, but is not required, to re-perform the services at no additional charge or refund
the fees already paid for these services.
This is the only warranty TFI offers in connection with the services TFI provides. TFI
will not acknowledge or honor any other warranties, whether express or implied, oral or
written, including any implied warranty of merchantability or fitness for a particular purpose.
10. Product Quality. If applicable to the services TFI performs for Customer,
Customer states that to the best of its ability, it will attempt to provide used oil to TFI which
satisfies the definition of "used oil" as provided in 40 C.F.R. § 279.1. Customer also states
that to the best of its ability, it will provide used oil or other product(s) to TFI for collection
which satisfies and conforms to any applicable standards set forth in the invoice or bill of
lading furnished to Customer at the time TFI collects the used oil or product from Customer.
As all products provided by Customer are received from third parties over whom Customer
has no control, Customer cannot warrant that the used oil or other product TFI collects from
Customer has not been mixed with or contaminated by "Hazardous Waste" as defined by
applicable federal and state laws and regulations, including regulations of the U.S.
Department of Transportation and the U.S. Environmental Protection Agency, and TFI
acknowledges this limitation. Customer agrees that if it is able to identify a specific
Hazardous Waste, it will do so in a Uniform Hazardous Waste Manifest (EPA Form 8700-
22) which will be submitted by Customer at the time of collection. If the used oil or other
product contains Hazardous Waste otherwise acceptable to TFI, TFI in its sole discretion,
TFI will arrange for proper disposal, as required by applicable law, and Customer agrees to
pay any and all associated costs for the disposal of said Hazardous Waste at a price to be
agreed upon by the parties. If the parties cannot agree on a price, Customer will retain the
contaminated product and arrange for an alternate method of disposal. TFI reserves the
right, in its sole discretion, to reject any used oil or other product that contains Hazardous
Waste. Customer shall not be liable for any damages incurred by TFI as a result of TFI's
collection from Customer of any used oil or any other product, whether or not said product
contains Hazardous Waste, or is otherwise contaminated.
11. Solvent Recycling. If TFI's services include recycling of waste solvents
generated by Customer, the type of waste and frequency of shipments will be set forth in a
Statement of Work. Customer acknowledges that TFI owns and operates the vehicle that
will be used to transport such waste solvents to the recycling facility and, if applicable, to
deliver the regenerated material back to Customer. Customer also agrees to maintain a
copy of this Agreement and any Statement of Work in its files for a period of at least three
years after termination or expiration of this Agreement.
TFI MSA-COLLECTION SERVICES - 3 - Doc.#573570 v.1
12. Indemnification. TFI agrees to indemnify Customer against, and reimburse
Customer for, any loss, damage, expense or liability that Customer, its employees or agents
may incur as a result of TFI's negligence, misconduct or breach of this Agreement. TFI will
also reimburse Customer for all expenses, including reasonable attorneys' fees, Customer
incurs in defending any legal action or claim asserted against Customer by any third party
as a result of TFI's negligence or misconduct. Customer must notify TFI in writing of any
legal claims asserted against Customer for which Customer seeks indemnity or
reimbursement under this paragraph and Customer agrees to cooperate with TFI (at no cost
to Customer) and authorize TFI to defend or settle the claim. Customer will not be obligated
to pay any amount in relation to any claim or settlement unless Customer has consented to
do so in writing.
13. Limitation of Liability. No portion of this Agreement shall be deemed to
constitute a waiver of any immunities the parties or their officers or employees may
possess, nor shall any portion of this Agreement be deemed to create a duty of care that did
not exist with respect to any person who is not a party to this Agreement. If Customer
brings legal action against TFI, TFI will only be liable for an amount up to the total amount of
fees TFI received for the services TFI performed in relation to the action. TFI will not be
liable for any other damages including consequential, special, incidental or punitive
damages or other loss or expense (including lost profits, opportunity costs, etc.) even if TFI
has been advised of their possible existence. The parties agree to this allocation of liability
as a result of their bargained-for understanding. The fees Customer will pay for TFI's
services reflect this allocation.
14. Insurance. TFI agrees to carry the following liability insurance coverage
during the term of this Agreement, and to name Customer as an additional insured on
policies (a) and (c) below:
(a) Comprehensive General Liability (CGL) insurance with limits of
$1,000,000 for each occurrence and $2,000,000 in the aggregate.
(b) Statutory workers' compensation and employer's liability insurance with
limits of$1,000,000.
(c) Automobile liability insurance with limits of $1,000,000.
15. Miscellaneous. The parties agree to be bound by the following miscellaneous
terms and conditions:
(a) This Agreement shall be governed by Colorado law, and Weld County,
Colorado shall be the proper forum for any action brought under this
Agreement.
(b) If any provision of this Agreement is held by a court of competent
jurisdiction to be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions of this
Agreement will not be affected or impaired in any way.
TFI MSA-COLLECTION SERVICES - 4 - Doc.#573570 v.1
(c) The remedies contained in this Agreement are cumulative and in
addition to any other remedies at law or in equity.
(d) A party's failure to enforce or waiver of a breach of any provision
contained in this Agreement will not constitute a waiver of such party's
right to enforce any other provision.
(e) This Agreement will be binding upon the parties' respective successors
in interest. Neither party may delegate any duties or assign any rights
or claims under this Agreement without the other party's written
consent. Any such attempted delegation or assignment will be void.
(f) Neither party will be liable for any delay or failure to perform due to acts
of God or other circumstances beyond its control which could not have
avoided by the exercise of due care.
(g) Any notice or communication required or permitted by this Agreement
must be in writing and will be considered to have been received when
personally delivered to the other party or three business days after
being sent by certified mail, postage prepaid, to a party at the address
specified in this Agreement or at such other address as a party may
from time to time designate to the other.
(h) Time is of the essence in the performance of obligations under this
Agreement.
(I) This Agreement, together with any Statement of Work the parties may
enter into or approve, is the complete and exclusive statement of the
parties' agreement regarding the services TFI will furnish to Customer.
No changes to the terms of this Agreement will be binding unless they
are in writing and signed by each of the parties.
(j) In the event of a conflict between the language contained in this
Agreement and the language contained in any other communications
between the parties, (including the language contained in the
"INVOICE/Bill of Lading" provided by TFI which is signed by customer
whenever TFI collects products from Customer for disposal), the
language contained in this Agreement shall govern.
(k) It is expressly understood and agreed that the enforcement of the terms
and conditions of this Agreement, and all rights of action relating to
such enforcement, shall be strictly reserved to the undersigned parties
and nothing in this Agreement shall give or allow any claim or right of
action whatsoever by any other person not included in this Agreement.
It is the express intention of the undersigned parties that any entity
other than the undersigned parties receiving services or benefits under
this Agreement shall be an incidental beneficiary only.
TFI MSA-COLLECTION SERVICES - 5 - Doc.#573570 v.1
(I) Notice under the terms of his Agreement shall be deemed to be
provided if addressed as follows:
Thermo Fluids Inc.:
8925 E Pima Center Pkwy, Ste. 105
Scottsdale, AZ 85258
Attn: Contract Administrator
Weld County:
Trevor Jiricek, Weld County Dept. of Health and Environment
1555 North 17th Avenue
Greeley, CO 80631
16. Effective Date. This Agreement is effective as of JanLwry I , 2010.7THE O QUIDS INC;
i /,,
By: J /; L% 71i L L , k; C d 6
Print Name: Lynn Grueniq
Title: Chief Financial Officer
Date: % I _ v.•%1- t f = (, ( ((,
/
CUSTOMER:
ATTEST: � BOARD OF COUNTY COMMISSIONERS
OF WELD COUNTY,
a STATE OF COLORADO
By: / ��•' °• 4{ ,�-�', B . uu a,
Deputy Clerk to the Bo rd Dougl s Rademlacher, Chairman
FEB 0 12010
TFI MSA-COLLECTION SERVICES - 6 - Doc.#573570 v.1
STATEMENT OF WORK
Thermo Fluids, Inc. will collect used oil from the Weld County Department of Health and
Environmental Services pursuant to the Agreement of Thermo Fluids Inc., a Delaware
corporation and the Board of County Commissioners of Weld County, by and on behalf
of Weld County, Colorado, a governmental entity, dated January 20, 2010.
Used Oil: (oil, transmission fluid, hydraulic oil) $.15 per gallon
Collection, Transportation, Documentation and Recycle Fees: Rebate
(Paid Monthly)
Filed Screen Halogen Test: No Charge
Spent Antifreeze:
Collection, Transportation and Recycle Fee: $.50 per gallon
Used Oil Filters:
Collection, Transportation and Recycle Fee: $40.00 per drum
Contaminated Fuels: (Gas or Diesel)
Hydro-chlor Field Screen test: No Charge
Collection, Transportation and Recycle Fee: No Charge
Oil Impacted Water: 5.1% to 10% No Charge
Oil Impacted Water: 10.1% or higher $ .65 per gallon
A fuel charge based on price fluctuations in the fuel markets (as reported by the Energy
Information Administration of the U.S. Department of Energy) applies to all billable
services.
THERMO TO FLUIDS.
The Responsible Solution
January 21, 2010
REEint
L-4
Trevor Jiricek
Weld County Dept of Health and Environment JAN U'Ol'i
1555 North 17th Avenue ENVIRONMENTAL tiEAL1H
Greeley, CO 80631 SERVICES
RE: Master Services Agreement
Dear Mr. Jiricek,
Enclosed, please find two copies of the above-referenced Agreement, which have been signed
by Thermo Fluids. Please sign and return one fully-executed original to my attention at the
Corporate Office address below.
Also enclosed for your records are a current Certificate of Insurance and a W-9.
If you have any questions or concerns, please do not hesitate to contact me at 480.302.6221 or
kgreen@thermofluids.com. Thank you.
Sincerely,
Karen Green
Executive & Office Administrator
Thermo Fluids Inc. - Corporate Office
Encl.
Mountain States Region Northwest Region South Central Region Southwest Region Corporate Office
3534 West 500 South 12533 SE Carpenter Dr 9900 North Crowley 4301 West Jefferson St. 8925 E.Pima Center Pkwy,#105
Salt Lake City,UT 84104 Clackamas,OR 97015 Crowley,TX 76036 Phoenix,AZ 85043 Scottsdale,AZ 85258
801.433.1114 Main 503.788.4612 Main 806.637.9336 Main 602.272.2400 Main 480.302.6221 Main
801.433.1120 Fax 503.788.4629 Fax 806.637.4505 Fax 602.272.5590 Fax 480.302.6599 Fax
pow- 0234
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