HomeMy WebLinkAbout961073.tiff RESOLUTION
RE: APPROVE STANDARD AGREEMENT FOR WASTE SERVICE, TREATMENT AND
DISPOSAL WITH ENSCO, INC., AND AUTHORIZE CHAIR TO SIGN
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 Standard Agreement for Waste Service,
Treatment and Disposal between the County of Weld, State of Colorado, by and through the Board
of County Commissioners of Weld County, on behalf of the Weld County Health Department, and
ENSCO, Inc., with 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 Standard Agreement for Waste Service, Treatment and Disposal
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Weld County Health Department, and ENSCO,
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 17th day of June, A.D., 1996.
BOARD OF COUNTY COMMISSIONERS
WEJ7D COUNTY, COLD DO
r Barb J. Kirkmeyer, hair
1861 ty Clerk to the Board
orgeE. Baxter, Pr Te
%i
eputy Cle to the Board
Da . all
AP D AS TO
Constance L. Harbe
oyaty Attorn
W. H. Webster
961073
CjC : /it HL0022
STANDARD AGREEMENT:
WASTE SERVICE, TREATMENT AND DISPOSAL
This Agreement, made and entered into as of the I / day of ��M.� , 19 qlo by and between
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a Ivtuiaic pal corporation, hereinafter referred to as "Customer," and ENSCO, Inc., i7 i3 J/96
100 Tri-State International, Suite 260, Lincolnshire, Illinois 60069, an Arkansas corporation, hereinafter
referred to as"ENSCO."
WITNESSETH:
WHEREAS, Customer has certain waste materials, hereinafter referred to as'Wastes", and wishes the
Wastes treated and the residues disposed;
WHEREAS, ENSCO is willing to accept certain of Customer's Wastes and/or ensure that such wastes
are properly serviced, treated and/or disposed according to the terms and conditions herein;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1.0 WASTES TO BE SERVICED, TREATED AND DISPOSED
ENSCO shall ensure legal servicing, treatment and/or disposal of such quantities of Wastes listed on the
attached Schedule "A"and/or the quotation referred to in Section 14.1, as Customer shall from time to time
request during the term of this Agreement. Schedule A and/or the Quotation may be modified from time to
time by the parties'joint execution of an amendment.
2.0 TRANSPORTATION
2.1 ENSCO or Customer shall be responsible for providing suitable means to transport the Wastes and
Customer shall be responsible for loading Wastes.
2.2 Unless otherwise agreed, in writing, Customer shall deliver to ENSCO shipping papers, manifest, and
labels with each shipment of Wastes in accordance with all applicable requirements of the United States
Department of Transportation ("DOT')and the United States Environmental Protection Agency ("EPA") under
the Toxic Substances Control Act("TSCA"), the Resource Conservation and Recovery Act("RCRA"), and all
other Federal, State and local statues, regulations and ordinances. Upon request ENSCO will furnish to
Customer appropriate manifest forms in blank. The party that provides transportation shall comply with all
DOT regulations.
2.3 Ensco:shl:ensure that Vehicles used for the transportation of Wastes shall be devoid of any residue 6466,
from previous shipments. If Wastes are spilled on equipment during loading operations, the party responsible s��i��!
for such loading shall thoroughly clean the equipment.
2.4 The transporting party shall maintain in force and require all carriers it engages to carry vehicular
liability insurance equivalent to that specified in Section 10.0 of this Agreement and shall, upon request,
provide the other party with certificates of insurance evidencing such coverages.
2.5 Customer will provide satisfactory roadways and approaches to the point of loading. During normal
business hours, Monday through Friday, except holidays, Wastes will be loaded at customers place of
business and received at ENSCO facilities, unless otherwise agreed.
2.6 Spill or leaks which occur during the transportation shall be lawfully managed by the party responsible
for providing transportation. The costs of spill or leak management, containment and clean-up shall be borne
by the party whose negligence proximately caused the spill or leak. In the event of joint negligence, costs and
liability shall be apportioned according to each party's percentage of fault.
Revised 03194
961073
3.0 TITLE TO WASTES
3.1 ENSCO shall not accept title to Wastes by virtue of providing any field services to the Wastes; provided
that the Wastes remain on Customer's premises or on other property under the control of Customer.
Furthermore, ENSCO will only accept title to Wastes pursuant to Section 3.2.
3.2 Unless rejected as provided in Section 3.3, and unless governed by Section 14.0, title to the Wastes
manifested to an ENSCO facility passes from Customer to ENSCO:
(a) If ENSCO furnishes transportation, at the time that a loaded vehicle leaves Customer's
premises;
(b) If transportation is provided by Customer, at the time the Wastes have been accepted at
an ENSCO facility, which shall be deemed to occur when ENSCO signs the manifest.
However, title and all other incidents of ownership to Non-Conforming Wastes, as defined in Section
3.3 below, shall be deemed to revest in Customer at the time of discovery of the Non-Conforming Wastes.
3.3 ENSCO shall have a reasonable time after receipt of Wastes at an ENSCO facility to discover that
Wastes are Non-Conforming as that term is defined below. If ENSCO determines that the Wastes received
are materially Non-Conforming, it shall immediately advise Customer. ENSCO shall then have the option, at
its sole discretion, to be exercised within ten (10)working days after it discovers the nonconformity, to reject
the Wastes. If ENSCO elects to reject the Wastes it shall prepare the Wastes for lawful transportation and
return them to Customer unless the parties agree to some other disposition. ENSCO shall be entitled to
reimbursement from Customer for ENSCO's reasonable additional costs for handling, loading, preparing,
transporting, storing, treating, disposing and caring for Non-Conforming Wastes including necessary
decontamination, repair and cleaning of equipment, and any other consequential damages. In the event that
ENSCO has provided the field services, including Waste inventorying, approval and on-site packaging, the
provisions of this Section 3.3 shall apply only in the event of some negligent or willful act of Customer which
caused the Wastes to be Non-Conforming, notwithstanding that ENSCO inventoried, approved and packaged
the Wastes. Non-Conforming Waste shall be defined as:
(a) Waste materials for which Generator has not accurately disclosed the relevant
characteristics in the Waste Material Data Sheet ("WMDS") or any other description
provided to ENSCO, and such characteristics materially increase the risk of hazard to
human health or the environment with respect to the handling, transportation, storage,
treatment or disposal of such materials; or
(b) Waste materials with such characteristics and/or EPA waste codes for which ENSCO is
not permitted to accept; or
(c) Waste which is shipped in containers including, but not limited to, drums, pails, lab packs
or bulk containers, which do not meet DOT, EPA and state applicable regulations; or
(d) Waste which is shipped with improper documents including, but not limited to, manifests
which are not properly completed, or any other appropriate shipping papers, labels or
documents which are not properly completed or appropriate to the specific characteristics
of the waste in question.
3.4 Irrespective of when title passes, while the Wastes are in ENSCO's possession, ENSCO shall be
responsible for its proper handling, storage, treatment, and disposal, for any bodily injury or damage to
property which may thereafter be caused by the Wastes, unless such injury or damage is caused by
breach of Customer's warranties provided under Sections 4.1, 4.4 or 4.5.
Revised 03/94
2 961.0x'3
4.0 WARRANTIES
4.1 Customer warrants that all Wastes which may be serviced or received by ENSCO pursuant to this
Agreement shall materially conform to the description of Wastes in Schedule A, the Quotation,Waste Material
Data Sheets, manifests and any other waste descriptions represented to ENSCO by Customer.
4.2 ENSCO warrants that its services performed under this Agreement shall comply with all requirements
of federal, state and local laws, regulations, and ordinances.
4.3 ENSCO warrants that it has in effect and will use its best efforts to maintain all permits, licenses, and
governmental authorizations and approvals required for treating, storing, or disposing the Wastes which are
or may become the subject of this Agreement. Upon request ENSCO will furnish to Customer summary
copies of permits, licenses, authorizations or approvals in effect relating to the Wastes to be treated, stored,
or disposed of hereunder. If any change occurs to such permits, licenses, authorizations or approvals which
materially affect any right or obligation contained in this Agreement, ENSCO shall promptly notify Customer.
4.4 The party responsible for transportation warrants that all permits, licenses, authorizations, and
approvals required for transportation of the Wastes by federal, state and local laws, regulations, and
ordinances shall be in effect at the time of transportation.
4.5 The party supplying containers for the transportation of Wastes warrants that the containers comply
with all laws, regulations or ordinances which may be applicable to their packaging or transportation, including,
but not limited to DOT regulations.
5.0 INDEMNIFICATION AND SUBROGATION
5.1 Customer agrees to indemnity, save harmless and defend ENSCO 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 attorneys'fees)which ENSCO may hereafter incur, become responsible
for, or pay out as a result to 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)Customers breach of any term or provision of the
-Agreement; (ii) the failure of any warranty of the Customer to be true, accurate and complete; or (iii) any
negligent, intentional or willful act or omission of Customer or. its employees or agents.
5.2 ENSCO agrees to indemnify, hold harmless and defend Customer, its officers, directors, shareholders,
agents, employees and affiliates, from any and all liabilities, claims, penalties, forfeitures, suits and the costs
and expenses incident thereto(including costs of defense, settlement, and reasonable attorneys' fees)which
Customer may hereafter incur, become responsible for or pay out as a result to 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)
ENSCO's breach of any term or provision of this Agreement; (ii)the failure of any warranty of ENSCO to be
true, accurate and complete; or (iii) any negligent, intentional or willful act or omission of ENSCO or its
employees, subcontractors or agents.
5.3 Wth respect to any claim for indemnification, the party claiming a right to indemnity shall(i)give written
notice of the claim within a reasonable period following the event or occurrence and identify the basis of the
indemnification asserted; and (ii)allow the other party (including its employees, agents, insurers and counsel)
reasonable access to any of its employees, property and records for the purpose of conducting an
investigation of such claim and for the purpose of obtaining statements, photographs, physical evidence and
chemical analyses and taking such other steps as may be necessary to preserve evidence of the event or
occurrence on which the claim is based. If the party claiming a right to indemnity denies the other party
reasonable access as set forth above, the party claiming such right shall forfeit that right and assume sole
responsibility for the claim for which indemnification is sought and shall not be entitled to indemnity.
Revised 03/94
3 961073
5.4 ENSCO agrees to indemnify, save harmless and defend Customer from and against any and ail
liabilities, claims, penalties, forfeitures, suits and the costs and expenses incident thereto (including costs of
defense, settlement, and reasonable attorneys'fees), which it may hereafter incur, become responsible for
or pay out as a result of any violation of the Comprehensive Environmental Response, Compensation, and
Liability Act("CERCLA") by ENSCO in its transportation, treatment, storage or disposal of the wastes listed
on the Schedule A and/or Quotation.
6.0 CHARGES AND FEES
6.1 ENSCO's charges for its services pursuant to this Agreement are set forth in Schedule A, and/or in
the Quotation referred to in Section 14.1, whichever is applicable.
6.2 In addition to the charges set forth in Schedule A and/or Quotation, ENSCO may charge the
Customer ENSCO's reasonable costs for cleaning and/or decontamination of transportation equipment and
containers necessitated by leaks, spills or other releases caused by the Customer or by the condition of
containers supplied by the Customer.
6.3 When applicable, ENSCO shall weigh all containers including drums, lab packs, etc., upon receipt at an
ENSCO facility and record the weight. Invoices will be based upon the recorded weights unless otherwise
provided in Schedule A and/or Quotation. Each vehicle containing liquid or solid Wastes in bulk shall be
weighed upon receipt at the ENSCO facility. After the bulk liquid or solid Wastes are off-loaded, the vehicle
will again be weighed, and the difference between the gross weight(loaded tanker or trailer and tractor) and
the tare weight(empty tanker or trailer and tractor) shall be the net weight of the liquid or solid Wastes to be
used for invoice purposes.
7.0 PAYMENT
Each invoice for Wastes received at an ENSCO facility and/or Waste serviced and/or brokered by pet.
ENSCO shall be paid, net terms, by Customer within thirty (30)days from Customer's receipt of Certificates m '
of Disposal and Destruction mveiee. Invoices not paid when due shall accrue interest at the rate of ten 5(311
PC
percent(1 0%) per annum from the due date.
8.0 TERM
This Agreement shall commence on the date first above written and shall continue in full force and effect for ilea
three.(3)years or!until terminated by either party providing the other party with at least thirty (30) days prior en?
written notice of termination. Either party shall have the right to cancel this Agreement at any time if the other rinirif
party becomes insolvent, makes an assignment for the benefit of creditors, or has a bankruptcy petition filed
by or against it. ENSCO expressly reserves the right to terminate or cancel this Agreement at any time when
it is determined that it is reasonably necessary for the convenience of ENSCO sdb$ecttothe°hotice gf a�
terrninatit�n m.C.G.
Sl1ff1C
9.0 CERTIFICATION OF TREATMENT AND DISPOSAL
Upon Cu3tomcr'3 rcqucat, prior to.recerting payment ENSCO shall provide Customer with a written
certification of disposal verifying that designated Wastes have been properly treated and disposed. in, 4. a,
1 0.0 INSURANCE
ENSCO shall have in effect and shall maintain for the term of this Agreement the following insurance:
TYPE OF INSURANCE MINIMUM POLICY LIMITS
Worker's Compensation Statutory limits
Employer's Liability $1,000,000 single limit
4
Revised 03/u4D1O 3
6
TYPE OF INSURANCE CONTINUED MINIMUM POLICY LIMITS CONTINUED
Automobile Liability $5,000,000 single limit
(Covers all vehicles, Bodily injury and
including leased vehicles property damage
during transportation) combined
Comprehensive General Liability $5,000,000 each occurrence $5,000,000 annual
(Includes premises/operations, aggregate
products/completed operations,
contractual, and broad form
property damage coverages)
Pollution Liability (Covers sudden and non-sudden $5,000,000 each occurrence
pollution at ENSCO facilities) $10,000,000 annual aggregate
Contractor's Pollution Liability (covers incidents of $3,000,000 each occurrence
pollution caused by ENSCO on Customer's $6,000,000 annual aggregate
property)
ENSCO will provide notice to Customer of any changes in coverage limits and will provide certificates of
insurance upon request.
11 .0 GENERAL PROVISIONS
1 1.1 In the performance of this Agreement, ENSCO is an independent contractor.
11.2 Each party grants the other, its agents and employees,during the term of this Agreement, reasonable
access to the other party's facilities for purposes of fulfilling obligations under this Agreement. Each party
agrees to comply with reasonable safety standards adopted by the other while on the other's premises. Each
party further agrees to protect and hold confidential technologies observed while on the other's premises.
ENSCO agrees to protect and hold confidential all non-public data on Wastes received from Customer, unless
legal or regulatory requirements mandate disclosure. ENSCO and Customer agree to protect and hold
confidential all non-public information concerning the other party's business, operations, technologies,
formulas, procedures, processes, methods, trade secrets, ideas, improvements, plans, programs, plants,
equipment or customers.
O41
11.3 This Agreement gnat#1edpotttra tt$I lsibuhts de or ad it1 Weld C runty lhd tRequest#9600076 •r+.G G.
t1N 81i}�'.aat#t tyhe,.byl.ttle.l tt:G�fYWt) „K RfYfttltestprlet oat Haab ' , "*96, iconstitutes the entire s t!./J`
Agreements between ENSCO and Customer, and all previous representations relative thereto, either written
or oral are hereby annulled and superseded. No modification shall be binding on ENSCO or Customer unless
in writing and signed by both parties. i1 e 1ta'a O l�rt II*00 t k( 'ibedfh�theWGO on
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and=.tlts1agre i eat.,ttt'ere hst 171## sth' ,: SB# _ ,:,ate, ` P 10: '"'
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11.4 In no event shall the conflicting terms or conditions found on any Customer purchase or work order
be considered an amendment or modification of this Agreement, even if such documents are signed by
representatives of ENSCO.
11.5 This Agreement is governed by the laws of the State of Calctada and venue is in the Went County, .
/ (�.
',tibia',tibiaCourt. The parties hereby submit to the in personam jurisdiction of said court and agree that any 6.x,7415
dispute under this Agreement shall be tried on the merits in said court. 6
11.6 ENSCO shall not be required to take or service any Wastes offered by Customer and Customer shall
not be required to send any Wastes to ENSCO. This contract shall not be construed to be a"requirement"
or"output"contract. Neither Customer nor ENSCO is obligated to contract exclusively with the other for the
performance of waste services.
o is
11,7:'''''!:!'lgtrOtOttiot.thit agreement shall constitute a waiver of arty immunities customer may Possess as m u6
against any'personnote party to this contract nor shall this contract create any additional cause of action S/Jl/t6
961073
4 o0st.fte,.Partl by,≥0 000 00�1 009:t0011:0Ei fat,.
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Revised 03/94
12.0 DEFAULTS
12.1 Except as provided in Section 12.2 herein, if, during the term of the Agreement, either party shall
become delinquent in settling its account or shall be in default of any provisions of the Agreement, the other et,
party may suspend its performance hereunder until such delinquency or default has been corrected end /p,d+Gi
ENSCO may return to Customer, at Customers costs and at ENSCOs election, wastes in ENSCO's Si3dff6
possession for which payment has not bccn received.
12.2 Any delay or failure of either party in the performance of its required obligations hereunder shall be
excused if and to the extent caused by acts of God, strikes, action of regulatory agencies, fire, flood,
windstorm, explosion, riot, war, sabotage, court injunction or order, loss of permits, and cause or causes
beyond the reasonable control of the party affected provided that a prompt notice of such delay is given by
such party to the other and each of the parties hereto shall be diligent in attempting to remove such cause or
causes. Performance hereunder shall be suspended only for the amount of time reasonably necessary to
remove such cause or causes which result in the delay.
13.0 NOTICE
Any notice required to be given by the terms of this Agreement shall be delivered by hand or mailed, postage
prepaid, to ENSCO at the following address:Vice President/Sales and Marketing, ENSCO, Inc., 100 Tri-State
International, Suite 260, Lincolnshire, Illinois 60069; to Customer at the following address:
Weld County Health Dept.
1517 16th AVE CT
GREELEY. CO 80631; or to such other address for either party as that party may, by notice, designate.
14.0 FIELD SERVICE AND BROKERAGE
In the event ENSCO provides field services or brokerage services for Customer, the following provisions
shall apply in addition to the provisions above.
14.1 A Quotation shall be issued by ENSCO which shall specifically set forth the services to be provided by
ENSCO and the price for such services. The Quotation is incorporated herein by reference as Schedule A.
14.2 Customer warrants that it will provide safe working conditions while ENSCO's employees are on
Customer's premises or premises under Customees control.
14.3 Services in addition to those listed on the Quotation will be provided by ENSCO upon the mutual
agreement of ENSCO and the Customer, by amendment to the Quotation.
14:4 In the event that ENSCO, as Customees Broker, accepts Wastes from Customer ultimately destined for
a non-ENSCO owned disposal facility:
(i) ENSCO shall be acting solely as a "Broker" or agent for Customer with respect to such
Wastes;
(H) If the Customer's designated disposal facility refuses to accept delivery of Customer's
Wastes, all costs incurred by ENSCO thereafter to transport, store and/or dispose of the
Wastes, shall be for the account of Customer.
(iii) If the Wastes are manifested from Customer to a Non-ENSCO disposal or storage facility,
title and all incidents of ownership of such Wastes shall not pass to ENSCO where ENSCO
services the Wastes and prepares the Wastes for transportation, even where ENSCO
provides transportation. Title and all incidents of ownership shall only pass to ENSCO when
such Wastes are received and accepted, at an ENSCO facility, in
361073
accordance with Section 3.0 above.
14.5 Customer warrants that it will inform ENSCO in writing of all applicable permits, statutes, laws,
regulations and orders that govern its facility and its wastes, including the packaging of wastes.
IN WITNESS WHEREOF, ENSCO and Customer have each caused this Agreement to be executed by its duly
authorized representative on the day and year set forth.
ACCEPTED: p�
ENSCO, IN I 7
BY � �t/ �!.;, Masi �.`: -: O'Z't Board of ommissioners...
NAME
06/17/96
TITLE `� ' �arbara J. Kirkmeyer
DATE b✓ Ills TITLE Chair
DATE 06/17/96
WELD CAUN TN PART
JOHN S. PICKLE
DIRECTOR
961073
To: Barbara Kirkmeyer,Chair Board of County Commissioners
tnC f -, ,,
ft CC: Board of County Commi ' rs
From: John Pi �
Date: June 10, I c ,
c , ,, .
Re: HHW Disposal Services Contract
Our HHW contractor has requested a signed contract be in place
m emo before they wTrl schedule any pick-upnty services.Attorney
eEe Morrisoal
n),
Supervisor (Trevor Jiricek), p service .(Len ironmen),
and staff(Robin Newbrey) have all reviewed and commented on
the contract. Changes were made based on these comments by
our staff. These changes are still reflected in the final version
and either bold or strikout are used to show where changes are
made.
The attached contract was re-reviewed by ENSCO (the
company awarded the HHW bid), signed, and sent back to us
for your review and signatures. We feel that the attached
contract is reasonable and should not create any additional
burden (over and above our RFP and Bid acceptance agreement).
Further, I recommend approval of this contract.
from the desk of...
John Pickle,Director
Weld County Health Department
1 5 1716th Avenue Ct
Greeley,CO 80631
(970)353-0586
Fax: (970)356-4966
961073
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