HomeMy WebLinkAboutbocc.con.077.2006
CLERK'S CHECK LIST
FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOR
SCANNING/ARCHIVING
Originating DepartmentlDivision: SWC 416
Contact Person: Justina Potter
Project Name HHW Services
Phone #: 923-3487
CONTRACT #: 077-2006
..
D BOCC AGENDA ITEM
tBOCC signature required)
[glSTAFF AUTHORIZED SIGNATURE
(per Revised Procurement Code 7/2005)
Check procurement type:
DNone DInformal [glFormal DSole Source DEmergency DState Bid 0
Check Contract Tvpe:
DolIar Amount: $48 Oc,O Budget Line Item/Ledger Number 416.64.0.82008
I
[gl Servi ces/Maintenance
DLicense/Use
DLease
DConstruction
DGoods, Equipment, Supplies
DOther (e.g. revenue)
DEmployment (for county employees)
DIntergovernmental Agreement (Requires BOCC Action)
DNon-Profit
DQuasi - Public
DGrant Agreements (Requires BOCC Action)
DChange Order/Contract Amendment
Contractor/Business (Complete Name): E ('\v ;(OSoh~ I L,L.C.
Contract Execution Date::03/30/2006 Contract End Date: 04/01/2009
Automatic Renewal (Y[]N[gl) Term ofContract:3year(s)
All Contracts should be proofed for the following:
[glNo Pages Missing
Dlf a Page is Left Intentionally Blank -Note on Page
[glPage numbered consecutively
[glAll Signatures Affixed
[glAll Dates Filled In
[glAll Other Blanks Filled In
DAll Exhibits Attached
DAll Legal Descriptions Attached (if appropriate)
DNotice of Award/Proceed Attached (if appropriate)
DSpecial Instructions for Finance Department:
[glSent to Clerk and Recorder for Scanning/Archiving
[glAuthorized Staff Person's Name: Chris Hoofnagle
BY CHECKING ABOVE AND ENTERING NAME, THE AUTHORIZED STAFF
PERSON INDICATES THAT DOCUMENT HAS BEEN PROOFED AND READY
FOR SCANNING.
Note: Clerk's Office wilI keep original documents in compliance with Colorado State
Archives retainage schedule.
,
WIl
I{n. I O!2-t(05 tiq
CONTRACT FOR PROVISION OF SERVICES
Contract # 077-2006
Ledger #~I b. 6L.f. fl5. ~2.00P>
THIS CONTRACT is made and entered by and between the Pitkin County Board of County
Commissioners ("County") and Envirosolve, L.L.C., 2120 Southwest Blvd., Tulsa, OK (hereinafter
"Contractor").
1. Term. The term of this contract is from April 1, 2006 to April I, 2009. At the expiration of
the initial term, the contract may be extended for an additional term of Two years by the express
written consent of both parties.
2. Contractor's Obligations:
A. Contractor will provide any materials and labor necessary to handle, contain, label, load, transport,
and dispose of hazardous wastes for Pitkin County in a manner conforming to Colorado and Federal
laws and regulations.
B. Contractor will provide, at the time of pickup, employees who are trained in the identification of
hazardous and acutely hazardous materials (as defined by federal or Colorado laws or regulations) at
the Solid Waste Center for the purpose of identification, handling, containerizing, labeling, completion
of paperwork, loading, transportation, and disposal of the wastes, when material is being prepared for
removal.
C. Contractor will assign key staff as the County's primary contact throughout the contract term to
facilitate efficient communication of needs.
D. Contractor will arrive within 14 days of notification, written or otherwise, by County, to provide
waste removal services at the~ Solid Waste Center, and respond promptly to any request for information
or other.
E. Contractor will provide services only during normal operating hours (M- Th. 7:30arn-4: 30pm)
}r
F. Contractor will arrive at the Pitkin County Solid Waste Center and provide the same services and
personnel for the County's annual "Free Dump Day." Free Dump Day typically occurs between the
end of May and the beginning of June. Contractor will be on site for the event to identify, handle,
containerize, label, load, transport, and dispose of all hazardous wastes brought to the Solid Waste
Center that day as well as any wastes accumulated there prior to the event. County will be able to
provide staff to handle various tasks such as generator verification and traffic control.
G. Contractor shall be deemed the Generator of waste for record keeping, administrative,
transportation, and regulatory purposes of all identified, accepted, handled, containerized, labeled,
loaded, transported, and disposed wastes from the County's HHW facility, and waste collected on Free
Dump Day.
H. Contractor will provide for the disposition of wastes in accordance with their proposal, the RFP,
State and Federal laws, and in accordance to the following hierarchy where cost considerations,
determinable by Pitkin County, do not override it (other methods will be considered on a case-by-case
basis by Pitkin County):
1. Reuse/Recycling
11. Energy Recovery
HI. Conversion to Non- (or less) Hazardous Compounds
IV. Incinc~ration
v. Land Disposal
I. Contractor will provide a written disposition of material report to the County upon disposal of the
wastes, noting the place and method of disposal. Report shall be delivered to the Solid Waste Center to
the attention of the Compliance and Outreach Coordinator, within 60 days of removal from the Solid
Waste Center.
3. Compensation and Expenses. Invoicing, Payment and Offset. The County shall compensate
Contractor for its services in accordance with the Project Budget and Schedule set out in Paragraph
2. It is expressly understood and agreed that in no event will the total compensation and
reimbursement to be paid hereunder exceed the sum specified in the proposal for all services
rendered. By contract or amt:ndment, the County and Contractor may reallocate the budget among
project tasks if the total budget amount remains unchanged. Contractor shall invoice for the project
monthly based on hours worked, with payment expected within thirty (30) days of invoice, but any
payment by the County may be offset by any amount the Contractor owes the County for any reason.
Vendor hereby agrees to be responsible to Buyer for liquidated damages for failure to provide
services on time, (for delay and not as Penalty) in the amount of$lOO.OO per calendar day for each
day or part of a day that services are not delivered on the date and time established in accordance
with this contract. The parties agree that the stated sum is a reasonable forecast of fair compensation
for the anticipated damages for delay and that they genuinely intend to liquidate such damages. Any
such damages are to be dedul~ted from the invoice.
4. County's Exclusive Ownership of Work Product. Drawings, specifications, guidelines and
other documents prepared by Contractor in connection with this contract shall be the property of the
County. However, Contractor shall have the right to utilize such documents in the course of its
marketing, professional pres<:ntations, and for other business purposes. Contractor assigns to County
.3
the copyrights to all work prepared, developed, or created pursuant to this contract, including the
right to: 1) reproduce the work; 2) prepare derivative works; 3) distribute copies to the public; 4)
perform the works publicly; and 5) to display the work publicly. Contractor shall have right to use
materials produced in the course of this contract for marketing purposes and professional
presentations, articles, speeches and other business purposes.
5. Pitkin County's Obligations. Pitkin County shall administer this contract through a County
Representative. Justina C. Potter will manage the project as the County's Representative. In the
event that Justina C. Potter is not available, Dylan Hoffman shall assume the County
Representative's duties. The services provided and products delivered by the Contractor under this
contract will be subject to review by the County's Representatives, or a designee, for compliance
with Contractor's obligations prior to final payment.
6. Termination Prior to Expiration of Contract Term. The County has the right to terminate
this contract, with or without cause, by giving written notice to the Contractor of such termination
and specifying the effective date thereof. Such notice shall be given at least ten (10) days before the
effective date of such termination. In such event all finished or unfinished documents, data, studies
and reports prepared by the Contractor pursuant to this contract shall become the County's property.
Contractor shall be entitled to receive compensation in accordance with the contract for any
satisfactory work completed pursuant to the terms of this contract prior to the date of termination.
Not withstanding the above, Contractor shall not be relieved of liability to the County for damages
sustained by the County by virtue of any breach of the contract by the Contractor.
7. Independent Contractor Status.
A. The parties to this contract intend that the relationship between them contemplated by
the contract is that of independent Contractor. Contractor, and any agent, employee, or servant of
Contractor shall not be deemed to be an employee, agent, or servant of Pitkin County.
B. Contractor is not required to offer his services exclusively to Pitkin County under this
contract. Contractor may choose to work for other individuals or entities during the term of this
contract, provided that the basic services and deliverable products required under this contract are
submitted in the manner and on the schedule defined under this contract.
C. Contractor warrants that all work produced will conform to all applicable industry
standard of care, skill and diligence in the performance of Contractor's obligations under this contract.
D. Contractor shall not attempt to oversee or supervise the work or actions of any Pitkin
County employee, servant or agent in the course of completing work under this contract.
E. Contractor is not entitled to any Workers' Compensation benefits through Pitkin
County and is responsible for payment of any federal, state, FICA and other income taxes.
8 Assignability. This contract is not assignable by either party. Any use of subcontractors by
the Contractor for performance of this contract must be accepted in writing by the County.
9. Binding Arbitration. Any disputes arising out of this contract shall be subject to binding
arbitration. The parties agree- that any disputes concerning the terms and conditions of this contract
k
shall be submitted and finally settled by arbitration. Arbitration shall be conducted pursuant to the
rules of the American Arbitration Association and shall be presided over by the Pitkin County
Hearing Officer appointed to arbitrate Pitkin County contract disputes. Costs of the arbitration shall
be awarded to the substantially prevailing party.
10. Severability. In the event that any provision of this contract shall be held to be invalid or
unenforceable, the remaining provisions of this contract shall remain valid and binding upon the
parties hereto
II. Integration and Modification.
A. This contract represents the entire and integrated contract between the County and the
Contractor and supersedes all prior negotiations, representations, or contract, either written or oral.
This contract may be amended only by written contract signed by both the County and the Contractor.
B. The County may, from time to time, request changes in the scope of services of the
Contractor to be performed hereunder. Such changes, including the increase or decrease in the
amount of the Contractor's compensation, which are mutually agreed upon between the County and
the Contractor, shall be in writing and upon execution shall become part of this contract.
12. Indemnity.
The Contractor (including, by definition here and hereinafter, its officials, employees, agents and
representatives, subcontractors and suppliers), shall and hereby does release, discharge, indemnify and
hold harmless the County of Pitkin and its officials, employees, agents and representatives from and
against liability for any claim, demand, loss, damages, penalty, judgment, expenses, costs (including
costs of investigation and defense), fees (including reasonable attorney and expert witness fees) or
compensation in any form or kind whatsoever for any bodily injury, death, personal injury or property
damage arising out of or in connection with any negligent act, intentional act, error or omission by the
Contractor, and for any consequential liability alleged to accrue against the County on account of the
Contractor's acts, errors or omissions; provided, however, that such indemnity shall not be construed as
an indemnity for bodily injury or property damage arising from the sole negligence of the County or its
employees.
The Contractor further shall investigate, process, respond to, adjust, provide defense for and defend,
payor settle all claims, demands, or lawsuits related hereto at its sole expense and shall bear all other
costs and expenses related thereto, even if the claim, demand or lawsuit is groundless, false or fraudu-
lent.
13. Insurance.
A. In whole or in part, the Contractor shall secure and maintain for the term of its
contractual relationship with the County such insurance policies, from companies licensed in the
State of Colorado, as will protect itself, the County and others as specified from claims for bodily
injuries, death, personal injury or property damage, which may arise out of or result from the
Contractor's acts, errors or omissions. The following insurance coverage, at or above the limits
indicated and including such endorsements as are indicated by an "X", are required:
1. Statutory Workers' Compensation: Colorado statutory minimwns
~
2. Commercial General Liability - ISO 1998 Form or equivalent
(With County named additional insured)
Each Occurrence Limit $1,000,000.00
General Aggregate Limit $2,000,000.00
Products/Completed Operations Aggregate Limit $2,000,000.00
Comprehensive Form (All risks) to include
--K- Premises/Operations
Underground, Explosion & Collapse Hazard
--K- Products/Completed Operations
--K- Contractual Liability
--K- Independent Contractors and Subcontractors
--K- Broad Form Property Damage
--K- Personal Injury
3.
Business Auto Coverage:
Combined Single Limit Liability (each accident)
$1.000,000.00
4. Special Coverages (check as appropriate and insert amount):
(1) Performance Bond
Labor and Material
Payment Bond
(2) Professional Errors and Omissions
(3) Aircraft Liability
(4) Owner's Protective
(5) Builder's Risk
(6) Boiler and Machinery
(7) Loss of Use Insurance
_ X_ (8) Pollution Liability
Contractors Pollution Legal Liability: Contract shall maintain in force for the full period of
this contract insurance covering losses caused by pollution conditions that arise from the operations
of the Contractor described 1mder the scope of work of this contract. Insurance as required shall
apply to Bodily Injury, Property Damage, clean up costs and defense, including costs and expenses
incurred in the investigation, defense and settlement of claims. The policy of insurance affording
these required coverage's shall be written in an amount of at least $5,000,000 per loss, with an
annual aggregate of at least $5,000,000. The policy shall be endorsed to include as an Insured the
County, its elected officials and employees. If coverage is written on a claims-made basis, the
Contractor warrants that any retroactive date applicable to coverage under the policy precedes the
effective date of this contract; and that continuous coverage will be maintained or an extended
discovery period will be exercised for a period of 3 years beginning from the time that work under
the contract is completed.
(9)Crime, including Employee Dishonesty Coverage, or Fidelity
Bond
B. Proof ofInsunmce:
1. To provide evidence of the required insurance coverage, copies of Certificates
of Insurance in a fom1 acceptable to the County shall be filed with the County through the
t,
representative identified in Paragraph 5, no later than ten (l0) calendar days prior to com-
mencement of operations affecting the County. Failure to file or maintain acceptable
Certificates of Insurance with the County is agreed to be a material breach of any contract.
These Certificates of Insurance shall contain a provision that coverage afforded under the
policies will not be canceled or materially altered unless at least thirty (30) calendar days
prior written notice by certified mail, return receipt requested (effective upon proper mailing),
has been sent to the County (through the County's Risk Department). (For purposes of this
provision, "materially altered" shall mean a change affecting the coverage's required herein,
including a change to policy limits as set out in the then-current policy declarations page).
Simultaneously with the Certificates of Insurance, the Contractor shall file with the
County's Risk Department (and promptly update, as necessary) a certified statement as to
claims pending against the required coverages, reserves established on account of such claims,
defense costs expended and amounts remaining on policy limits.
2. In addition, these Certificates of Insurance shall contain the following clauses:
a. The clause "other insurance provisions," in a policy in which the County
of Pitkin holds a Certificate, shall not apply to the County of Pitkin.
b. The insurance companies issuing the policy or policies hereunder shall
have no recourse against the County of Pitkin for payment of any premiums or for
assessments under any form ofpoIicy.
c. Any and all deductibles in the above-described insurance policies shall
be assumed by and be for the amount of, and at the sole expense of the Contractor.
d. Location of operations shall be: "all operations and locations at which
work for the referenced Project is being done."
3. Certificates of Insurance for all renewal policies shall be delivered to the
County's Representative at least fifteen (15) days prior to a policy's expiration date except for
any policy expiring on the expiration date of this contract or thereafter.
4. The County reserves the right to request and receive a copy of any policy and
any policy endorsem(:nt at any time during the term of this contract.
14. Exemptions and Preferences. All purchases of construction or building or any other materials
for this contract shall not include Federal Excise Taxes or Colorado State or local sales or use taxes.
Pitkin County is exempt from such taxes under registration numbers 98-02624 and 84-78000-5K.
15. Records. The Contractor shall maintain comprehensive, complete and accurate books,
records, and documents concerning its performance relating to this contract for a period of three (3)
years after final payment under the contract and the County shall have the right within the three (3)
year period to inspect and audit these books, records and documents, upon demand, in a reasonable
manner and at reasonable times, for the purpose of determining, by accepted accounting and auditing
standards, compliance with all provisions of the contract and applicable law.
16. Contract Made in Colorado. The parties agree that this contract was made in accordance with
the laws of the State of Colorado and shall be so construed. Venue is agreed to be exclusively in the
courts of Pitkin County, Colorado.
'1
17. Attorney's Fees. In the event that legal action is necessary to enforce any of the provisions of
this contract beyond the arbitration described in Paragraph 9, the substantially prevailing party shall be
entitled to its costs and reasonable attorney's fees.
18. Governmental Immunitv. Contractor agrees and understands that Pitkin County is relying on
and does not waive, by any provision of this contract, the monetary limitations or terms (presently
$150,000.00 per person and $600,000 per occurrence) or any other rights, immunities, and
protections provided by the Colorado Governmental Immunity Act, 24-10-101, et. Seq., C.R.S., as
from time to time amended, or otherwise available to Pitkin County or any of its officers, agents or
employees. Further, nothing in this contract shall be construed or interpreted to require or provide for
indemnification of the Contractor by the County for any injury to any person or any property damage
whatsoever which is caused by the negligence or other misconduct of the County or its agent or
employees.
19. Current Year Obligations. The parties acknowledge and agree that any payments provided
for hereunder or requirements for future appropriations shall constitute only currently budgeted
expenditures of Pitkin County. Pitkin County's obligations under this contract are subject to Pitkin
County's annual right to budget and appropriate the sums necessary to provide the services set forth
herein. No provisions of the contract shall constitute a mandatory charge or requirement in any
ensuing fiscal year beyond the then current fiscal year of Pitkin County. No provision of the contract
shall be construed or interpreted as creating a multiple-fiscal year direct or indirect debt or other
financial obligation of Pitkin County within the meaning of any constitutional or statutory debt
limitation. This contract shall not directly or indirectly obligate Pitkin County to make any payments
beyond those appropriated for Pitkin County's then current fiscal year. No provisions of this
contract shall be construed to pledge or create a lien on any class or source of Pitkin County's
moneys, nor shall any provision ofthis contract restrict the future issuance of Pitkin County's bonds
or any obligations payable fiom any class or source of Pitkin County's money.
20. Notice. Any written notice required by this contract shall be deemed delivered through any
of the following: (1) hand ddivery to the person at the address below; (2) delivery by facsimile with
confirmation of receipt to the fax number below; or (3) within three (3) days of being sent certified
first class mail, postage prepaid, return receipt requested addressed as follows:
A.
To Pitkin County
Justina C. Potter
76 Service Ct:nter Rd.
Aspen, CO 81611
Fax: (970) 923-2043
with copies to:
Pitkin County Attorney's Office
530 E. Main Street, #302
Aspen, Colorado 81611
Fax: (970) 920-5198
B. To Contractor:
Envirosolve, L.L.c.
Glen Cole, VP
2120 SouthWt:st Blvd.
Tulsa, OK 74107
Fax: (918) 587-5817
<&
IN WITNESS WHEREOF, the parties have executed this contract as of the date tirst set out herein
above.
CONT~~R' . ~7
By: (\. VI ~.A. \
~'-- -
Title lJu'!e-- - 4eJ{.dJ~+- 3J30/0(p
Date
BOARD of COUNTY COMMISIONERS OF PITKIN COUNTY, COLORADO:
RY6itt1-.---rr;-!l>f,
Authorized Signer Dale
By 0 /Ii
Hilary Fletc er SmIth, County Manager
~
OP ID DAle (MMJDOIYYYY)
ENSER-l 03 30 06
THIS CERTIfiCATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONfERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PROPERTY DAMAGE
('''...._1)
AUTO ONLY - EA ACCIDENT I s
EA ACC S
AGG S
S 9 000 000
S 9,000,000
S
$
$
CANCELLATION
PIfKICO SHOULD ANY OF 11IE ABOVE DESCRIBED POLICIES BE CANCEI.I.ED BEFORE THE EXPIRATIOrJ
OATE THeREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAIL * 30 OAYS WRITIEN
tlOTlCETO THE CERTIRCATE HOLOER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KlI40 UpON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AUT~.ORIZElJ REPRESENTATIVE t1t
}'>>1i!.. .Q1tw) , V
ACORD*
CERTIFICATE OF LIABILITY INSURANCE
PRODUCER
Brown & Brown Ins of NV, Inc.
2340 Corporate Circle
Henderson NV 89074
Phone:702-597-5110 Fax: 702-597-0159
INSURED
INSURERS AFFORDING COVERAGE
INSURER A:
Z$1ricb. ~can XIUIU:atlC8 Co.
Envixosolve, Inc.
2120 80uthwe~t Boulevcu:d
Tu1sa OK 74017
INSURERB: Steadfast Insurance CO.
INSURER C: uni bod ..corl.ty :tn......n.. """'"
INSURER 0:
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT. lERM OR CONDITION OF ANY CONTRACT DR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BYllll; POl.IClE'S DESCRIBED HEREIN IS SUBJECT TO All THE TERMS, EXCLUSIONS AND COtlOlTIONS OF SUCH
pOLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED flY PAID CLAIMS.
IJII::iKfWUL
L"TR 'NSIlI "TYPE OF INSURANCE
C GENERAL LIABILITY
X COMMERC1ALGENCRALLlABILrTY GLOS436021
= =:J CLAIMS MAOE ~ OCCUR
Po11ution/Environ
$S,OOO,OOO/OCC.
GEN'LAGGREGATE LIMIT APPLIES PER;
--~
AUTOMOBILE LIABILITY
X AN"( AUTO
ALLOWNEOAUTOS
SCHEDULED AllTOS
X HIRED AUTOS
X NON-OWNED AUTOS
POUCY NUMBeR
POLICY EFFECTlVE POLICY EXPIRATION
DATE (MMJDD/YYl DAlElMMIDDIYYl
A
11/09/05
11/09/06
B
PLC05436021
$5,000,000 AGG.
11/09/05
11/09/06
C GENElW. AGGREl'ATE
PRODUCts.COMP~PAGG
Emp.Ban.
A
BAP5436022
11/09/05
11/09/06
. COMBINED SINGLE LIMIT
lea seddenl)
BOOn. Y INJURY
(Per person)
1l0on. Y INJURY
(Per.cdde.t)
GARAGE UABIUTY
__~ANYAUTO
EXCESSlUMBRELLA UABILITY
B !J OCCUR 0 CLAIMS MADE
OTHeR THAN
AUTO ONLY:
SE05436023
11/09/05
11/09/06
EACH OCCURRENCE
AGGREGATE
DEDUCTIBLE
_ _~ RETENTION s10,000
WORKERS COMPENSATION AND
EMPLOYERS'L1ABIUTY
A AN'( PROPRIETORlPARTNERlEXECUTIVE
OFFICERJMEMBER EXCLUDEO?
II '/U. des<rihe undor
SPECIAL PROVISIONS boJow
OlllER
WC54::i6270
11/09/05
11/09/06
C Cargo - $100,000 8510480689 02/27/06 02/27/07
_ per unit/$lOOO dad .-PROF l:.IAll 1""""040766<10 03/01/06 03/01/07 ,
DESr..i1.IPTlOK OF OPERA1lONS I LOCATIONS IVEHIr..o..E51 EXCLUSIONS ADDEO BY ENDORSEMENT I SPECIAL pROVISIONS
Certificate holder is named as Additional Insured w:i.t:h respects to General
and Pollution coverages. *10 day notice of canceJ.lation for non-payment of
premi.Ulll.
Per Claim
Aggregate
CERTIFICATE HOLDER
Pi tkin County $WC
76 Service Center Road
Aspen CO 81611
NAIC#
16535
21776
LIMITS
S 1.,000,000
slOO 000
$ 5,000
s 1,000,000
$ 2,000 , 000
$ 2,000,000
1,000,000
$ 1,000,000
$
s
$
$1,000,000
$1,000,000
ACORD 25 (2001/0B)
@ACORD CORPORATION 1988