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HomeMy WebLinkAboutCLEAN HARBORS - CONTRACT - CONTRACT - ENVIRONMENTAL CLEAN UPSERVICES AGREEMENT WORK ORDER TYPE THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS COLORADO a Municipal Corporation hereinafter referred to as the "City" and Clean Harbors Environmental Services Inc hereinafter referred to as "Service Provider' WITNESSETH In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows 1 Services to be Performed a This Agreement shall constitute the basic agreement between the parties for services for providing environmental services including waste transportation and disposal services The conditions set forth herein shall apply to all services performed by the Service Provider on behalf of the City and particularly described in Work Orders agreed upon in writing by the parties from time to time Such Work Orders a sample of which is attached hereto as Exhibit W consisting of One (1)page and incorporated herein by this reference shall include a description of the services to be performed the location and time for performance the amount of payment any materials to be supplied by the City and any other special circumstances relating to the performance of services No work order shall exceed $50,000 The only services authorized under this agreement are those which are performed after receipt of such Work Order except in emergency circumstances where oral work requests may be issued Oral requests for emergency actions will be confirmed by issuance of a written Work Order within two (2) working days b The City may at any time during the term of a particular Work Order and without invalidating the Agreement make changes within the general scope of the particular services assigned and the Service Provider agrees to perform such changed services STD WO SA WO rev06/07 1 EXHIBIT "A" WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND DATED Work Order Number Purchase Order Number Project Title Commencement Date Completion Date Maximum Fee (time and reimbursable direct costs) Project Description Scope of Services Professional agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Professional Services Agreement between the parties In the event of a conflict between or ambiguity in the terms of the Professional Services Agreement and this work order (including the attached forms) the Professional Services Agreement shall control Professional By Date User Acceptance The attached forms consisting of _ (_) pages are hereby accepted and incorporated herein by this reference and Notice to Proceed is hereby given City of Fort Collins By Date By Director of Purchasing and Risk Management (over $30 000 00) Date EXHIBITC INSURANCE REQUIREMENTS 1 The Service Provider will provide from insurance companies acceptable to the City the insurance coverage designated hereinafter and pay all costs Before commencing work under this bid the Service Provider shall furnish the City with certificates of insurance showing the type amount class of operations covered, effective dates and date of expiration of policies and containing substantially the following statement "The insurance evidenced by this Certificate will not be cancelled or materially altered except after ten (10) days written notice has been received by the City of Fort Collins In case of the breach of any provision of the Insurance Requirements the City at its option may take out and maintain at the expense of the Service Provider such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement The City its officers agents and employees shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies for any claims ansmg out of work performed under this Agreement 2 Insurance coverages shall be as follows A Workers' Compensation & Employer's Liability The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement Workers' Compensation insurance with statutory limits as required by Colorado law Employer's Liability insurance with limits of $100 000 per accident, $500 000 disease aggregate, and $100,000 disease each employee B Commercial General & Vehicle Liability The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury including accidental death as well as for claims for property damage which may anse directly or indirectly from the performance of work under this Agreement Coverage for property damage shall be on a "broad form" basis The amount of insurance for each coverage Commercial General and Vehicle shall not be less than $500 000 combined single limits for bodily injury and property damage In the event any work is performed by a subcontractor the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor which liability is not covered by the subcontractor's insurance 2 Changes in the Work The City reserves the right to independently bid any services rather than issuing work to the Service Provider pursuant to this Agreement Nothing within this Agreement shall obligate the City to have any particular service performed by the Service Provider 3 Time of Commencement and Completion of Services The services to be performed pursuant to this Agreement shall be initiated as specified by each written Work Order or oral emergency service request Oral emergency service requests will be acted upon without waiting for a wntten Work Order Time is of the essence 4 Contract Period This Agreement shall commence upon the date of execution shown on the signature page of this Agreement and shall continue in full force and effect for one (1) year unless sooner terminated as herein provided In addition at the option of the city the Agreement may be extended for an additional one year period not to exceed four (4) additional one year periods at the rates provided with written notice to the professional mailed no later than 90 days prior to contract end Delay If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without is fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause To the extent that the performance is actually prevented the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition Early Termination by City/Notices Notwithstanding the time penods contained herein the City may terminate this Agreement at any time without cause by providing wntten notice of termination to the Service Provider Such notice shall be mailed at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties All notices provided under this Agreement shall be effective when mailed postage prepaid and sent to the following address STD WO SA WO rev06/07 City City of Fort Collins Attn PO Box 580 Fort Collins CO 80522 Service Provider Clean Harbors Environmental Services Inc 42 Longwater Drive PO Box 9149 Norwell MA 02061-9149 In the event of early termination by the City the Service Provider shall be paid for services rendered to the termination date, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement Such payment shall be the Service Provider's sole right and remedy for such termination 7 Contract Sum This is an open-end indefinite quantity Agreement with no fixed price The actual amount of work to be performed will be stated on the individual Work Orders The City makes no guarantee as to the number of Work Orders that may be issued or the actual amount of services which will in fact be requested 8 Payments a The City agrees to pay and the Service Provider agrees to accept as full payment for all work done and all materials furnished and for all costs and expenses incurred in performance of the work the sums set forth for the hourly labor rate and material costs with markups, stated within the Bid Schedule Proposal Form attached hereto as Exhibit "B" consisting of two (2) pages and incorporated herein by this reference Payment shall be made by the City only upon acceptance of the work by the City and upon the Service Provider furnishing satisfactory evidence of payment of all wages, taxes supplies and materials and other costs incurred in connection with the performance of such work Payment terms shall be net thirty (30) days from the date of invoice 10 City Representative The City's representative will be shown on the specific Work Order and shall make within the scope of his or her authority all necessary and proper decisions with reference to the work requested All requests concerning this Agreement shall be directed to STD WO SA WO rev06/07 3 the City Representative 11 Independent Contractor It is agreed that in the performance of any services hereunder the Service Provider is an independent contractor responsible to the City only as to the results to be obtained in the particular work assignment and to the extend that the work shall be done in accordance with the terms plans and specifications furnished by the City 12 Personal Services It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services Accordingly the Service Provider shall neither assign any responsibilities nor delegate any duties ansing under the Agreement without the prior written consent of the city 13 Acceptance Not Waiver The City's approval or acceptance of or payment for any of the services shall not be construed to operate as a waiver of any rights under the Agreement or of any cause of action arising out of the performance of this Agreement 14 Warranty a Service Provider warrants that all work performed hereunder shall be performed with the degree of competence and care in accordance with accepted standards for work of a similar nature b Unless otherwise provided in the Agreement all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use and all workmanship shall be acceptable to City c Service Provider warrants all equipment materials, labor and other work, provided under this Agreement except City -furnished materials equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement regardless whether the same were furnished or performed by Service Provider or by STD WO SA WO rev06/07 4 any of its subcontractors of any tier Upon receipt of written notice from City of any such defect or nonconformances the affected item or part thereof shall be redesigned repaired or replaced by Service Provider in a manner and at a time acceptable to City d City warrants that if the work involves the transportation and disposal of Waste City shall provide Service Provider with a description of said waste ("Waste Profile") Upon approval by Service Provider the Waste Profile shall be incorporated into and become a part of this Agreement Waste materials discovered by Service Provider to be non -conforming if in Service Provider possession shall be prepared for lawful transportation by Service Provider and returned to City within a reasonable time after rejection by Service Provider unless the parties agree to an alternative and lawful manner to dispose of the waste materials City shall pay Service Provider at agreed rates for the handling loading preparing transporting storing and caring for and if applicable disposing of such non -conforming waste materials The waste material shall be considered non -conforming if the waste materials are not properly packaged and/or contain constituents or have characteristics or properties not disclosed on the Waste Profile in the event subsurface or latent conditions at the work site materially differ from those indicated in the contract documents or if the latent or subsurface physical conditions are of an unusual nature not ordinarily found to exist in environmental service activities identified in the contract documents the Service Provider shall be entitled to an equitable adjustment of the Contract price and time 15 Default Each and every term and condition hereof shall be deemed to be a material element of this Agreement In the event either party should fad or refuse to perform according to the terms of this agreement, such party may be declared in default thereof 16 Remedies In the event a party has been declared in default such defaulting party shall be allowed a period often (10) days within which to cure said default In the event the default remains uncorrected the party declaring default may elect to (a) terminate the Agreement and seek damages (b) treat the Agreement as continuing and require specific performance or (c) avail himself of any other remedy at law or equity If the non -defaulting party commences legal or equitable actions against the defaulting party the defaulting party shall be liable to the non - defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default 17 Binding Effect This writing together with the exhibits hereto constitutes the entire agreement between the parties and shall be binding upon said parties their officers employees, STD WO SA WO rev06/07 agents and assigns and shall inure to the benefit of the respective survivors heirs personal representative successors and assigns of said parties 18 Indemnity/Insurance a The Service Provider agrees to indemnify and save harmless the City its officers agents and employees against and from any and all actions suits claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons or damages to property ansing out of, result from or occurring in connection with the performance of any service hereunder b The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property c Without limiting any of the Service Provider's obligations hereunder the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit C' consisting of one (1) page attached hereto and incorporated herein by this reference The Service Provider before commencing services hereunder shall deliver to the City's Director of Purchasing and Risk Management, P O Box 580 Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the city 19 Entire Aareement This Agreement, along with all Exhibits and other documents incorporated herein shall constitute the entire Agreement of the parties Covenants or representations not contained in this Agreement shall not be binding on the parties 20 Law/Severabtlity This Agreement shall be governed in all respect by the laws of the State of Colorado In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction such holding shall not invalidate or render unenforceable any other provision of this Agreement 21 Prohibition Against Employing Illegal Aliens This paragraph shall apply to all STD WO SA WO rev06/07 6 Contractors whose performance of work under this Agreement does not involve the delivery of a specific end product other than reports that are merely incidental to the performance of said work Pursuant to Section 8-17 5-101 C R S at seq , Contractor represents and agrees that a As of the date of this Agreement 1 Contractor does not knowingly employ or contract with an illegal alien and 2 Contractor has participated or attempted to participate in the basic pilot employment verification program created in Public Law 208 104th Congress as amended and expanded in Public Law 156 108th Congress as amended administered by the United States Department of Homeland Security (the 'Basic Pilot Program ) in order to confirm the employment eligibility of all newly hired employees b Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement c Contractor shall continue to apply to participate in the Basic Pilot Program and shall in writing verify same every three (3) calendar months thereafter until Contractor is accepted or the public contract for services has been completed, whichever is earlier The requirements of this section shall not be required or effective if the Basic Pilot Program is discontinued d Contractor is prohibited from using Basic Pilot Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed e If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien Contractor STD WO SA WO rev06/07 shall 1 Notify such subcontractor and the City within three days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien and 2 Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien except that Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment (the "Department") made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17 5-102 (5), C R S g If Contractor violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17 5-102 C R S the City may terminate this Agreement If this Agreement is so terminated Contractor shall be liable for actual and consequential damages to the City ansing out of Contractors violation of Subsection 8-17 5-102 C R S h The City will notify the Office of the Secretary of State if Contractor violates this provision of this Agreement and the City terminates the Agreement for such breach STD WO SA WO rev06/07 3 CITY OF FORT COLLINS COLORADO a municipal corporation By mes B O'Neill II CPPO Dire of Purchasing and Risk Management Date 3/%/OR Clean Harbors Environmental Services Inc By Print Name Hti Title � l ��lG- C ch vz a-y1 Corporate President or Vice President Date A a, �/t' ` 51 � ( O ATTEST (Corporate Sea]) Corporate Secretary STD WO SA WO rev06/07 4