HomeMy WebLinkAbout470501 MERCURY TECHNOLOGIES OF MINNESOTA - CONTRACT - PURCHASE ORDER - 9121126AGREEMENT
for Compact Fluorescent Lamp Recycling Program for 2012
THIS AGREEMENT for compact fluorescent lamp (CFL) recycling program services is
made and entered into among Mercury Technologies of Minnesota, Inc. (Recycler), having a
place of business at 1110 Holstein Drive NE, Pine City, Minnesota 55063, Batteries Plus
(Retailer), located at 1107 W Drake Road Suite 400, Fort Collins, CO. 80526, and Fort Collins
Utilities (Sponsor), located at 700 Wood St, Fort Collins, CO. 80521.
WHEREAS Sponsor seeks to promote greater use and responsible disposal of CFLs by
helping Retailer, initiate a CFL recycling program for Retailer's customers;
WHEREAS Retailer desires to initiate a CFL recycling program for its customers; and
WHEREAS Recycler desires to provide recycling services for CFLs;
NOW THEREFORE, the parties agree as follows:
(1) RECYCLER DUTIES
(1.1) GENERAL. Recycler agrees to furnish the lamp transportation and recycling
services as described below:
(1.1.1) TRANSPORTATION SERVICES. Recycler shall provide shipping -
prepaid containers to Retailer for the storage and return shipment of
CFLs to the Recycler. Containers shall be suitable for collection and
shipping of CFLs and shall be in compliance with all applicable laws and
regulations. Recycler shall provide instructions for proper loading and
shipping of the recycling containers. Initially two containers shall be
provided to Retailer. Subsequently, Recycler will ship one replacement
recycling container to the Retailer for each full container the Recycler
receives from the Retailer.
(1.1.2) RECYCLING SERVICES. Recycler will provide for the processing and
recycling of all CFLs and CFL components received from the Retailer in
full compliance with all applicable federal, state, and local laws and
regulations. The primary processing activities will be carried out in
Recycler's Pine City, Minnesota facility. However, Recycler reserves the
right, when necessary, to use alternative, approved recycling facilities,
provided that such facilities also comply with all applicable federal, state,
and local laws and regulations, and provided that Recycler has notified
the Sponsor in writing of the change in location of the recycling facility.
(1.2) REPORTING. Recycler shall provide Sponsor with monthly written updates
concerning number of CFLs received and recycled from participating Retailers.
(1.3) CERTIFICATE OF RECYCLING. Certificates of recycling shall be provided to the
Retailer and a copy will be sent to the Sponsor. If two or more drums are received
within a one -month period, a single certificate of recycling may be provided. A
sample certificate of recycling is shown in Exhibit A of this Agreement.
(1.4) CHANGES IN SERVICE. Adjustments in the type or frequency of service may be
agreed to in writing by the parties without affecting the validity of this Agreement.
(1.5) STANDARD OF SERVICE. Recycler warrants that it will.use reasonable care in
providing the services contracted for hereunder.
(2) SPONSOR DUTIES
(2.1) PAYMENT. Sponsor agrees to pay Recycler for the services provided hereunder
on the basis of the number of CFL recycling containers shipped by the Recycler to
the Retailer, as invoiced by the Recycler, not to exceed ten (10) five -gallon
containers per Retailer. Payment shall be made within thirty (30) days of invoice.
(2.2) LATE PAYMENT. Sponsor agrees to pay a late fee equivalent to one and one half
(1 iz) percent per month on all past due payments. if any amount remains unpaid
for more than thirty (30) days from the date of the invoice, Recycler will have the
option to suspend the services under this Agreement until full payment has been
made. In the event of non-payment of any charges or any amounts due Recycler
pursuant to this Agreement, the Sponsor shall bear all costs of collection including
reasonable attorneys' fees.
(3) RETAILER DUTIES
(3.1) GENERAL. Retailer shall be responsible for the collection of CFLs from its
customers. Retailer shall load the recycling containers by hand and send full
containers to the Recycler, following any and all instructions provided by Recycler.
(3.2) COMPOSITION OF LAMPS. The lamps to be transported and processed pursuant
to this Agreement are compact fluorescent lamps collected by the Retailer and shall
not include crushed lamps or other hazardous waste, provided however that the
parties recognize that some reasonable amount of breakage may occur during
shipping. Retailer represents and warrants that the lamps are as described by
Retailer.
(3.3) PACKAGING AND LABELING. The lamps to be transported by Recycler shall bE
contained in recycling containers furnished by Recycler. Retailer is solely
responsible for properly describing, labeling, packaging and marking all recycling
containers in accordance with all applicable permits, rules, regulations, ordinances,
statutes and laws.
(4) COMPENSATION. Transportation and recycling services shall be provided by Recycler
at a rate of seventy-five dollars ($75) per five -gallon recycling container. Recycler shall
invoice Sponsor for these services. Recycler shall invoice Sponsor prior to shipment of the
first two recycling containers. Subsequently, invoices shall be provided upon shipment of
additional recycling containers. Recycler reserves the right to adjust this price based upon
changes in energy, transportation, insurance, labor and supply costs as well as increased
operating costs which result from changes in law, rules, regulations or ordinances by
giving thirty (30) days prior written notice to the Sponsor. However, if Sponsor notifies
Recycler within fifteen (15) days after the date of mailing or hand delivery of such notice
that it does not agree to the price increase(s) specified, the rate will not increase, but
Recycler shall have the right to terminate this Agreement anytime thereafter upon not less
than five (5) days written notice to the Sponsor.
(5) . GENERAL TERMS & CONDITIONS
(5.1) TERM. This Agreement shall be effective from the latest execution date through
December 31, 2012.
(5.2) TERMINATION. Any party may terminate this Agreement upon thirty (30) days
written notice. Such termination shall be without prejudice to any other remedy
the party may have and shall not affect the obligation of the parties set forth with
respect to any services provided prior to the effective date of termination.
(5.3) FORCE MAIEURE. With the exception of the obligation to pay for services already
rendered, no party shall be liable for its failure to perform under this Agreement
due to events beyond its reasonable control which prevent said performance,
including but not limited to: acts of God, accident, fire, explosion, flood, war, riot
or sabotage; compliance with governmental requests, orders, actions, regulations
or law; revocation and/or modification of permits or other approvals; breakage or
failure of machinery; strike, lockout or injunction; or any other event beyond the
reasonable control of either party.
(5.4) INSURANCE. All parties hereby agree to carry insurance in the following
amounts:
(5.4.1) WORKERS COMPENSATION AND EMPLOYERS LIABILITY. This
insurance shall protect the insured against all claims under applicable
state workers' compensation laws. The insured shall also be protected
against claims for injury, disease, or death of employees, which, for any
reason, may not fall within the provisions of the Workers' Compensation
Law. This policy shall include an "all states" endorsement. The liability
limits shall not be less than:
Workers Compensation Statutory
Employers Liability $1,000,000 each accident
(5.4.2) COMPREHENSIVE GENERAL LIABILITY. This insurance shall be
written in comprehensive form and shall protect the insured against all
claims arising from injuries to members of the public or damage to
property of others arising out of any act or omission of the insured or his
agents, employees, or subcontractors. This policy shall also include
protection against claims insured by usual personal injury liability
coverage, and a broad form property coverage endorsement. The liability
limits shall not be less than a $1,000,000 combined single limit each
occurrence for bodily injury and property damage.
Each party shall be listed as an "additional insured" for each of the policies described above.
Each party shall provide a certificate for each of the insurance policies to the other parties to this
Agreement. Each certificate shall state that 20 days advanced written notice will be given to the
additional insured before any policy covered thereby is changed or canceled.
(5.5) INDEMNIFICATION. The parties agree to indemnify, hold harmless and defend
each other from and against any and all liabilities, claims, penalties, forfeitures,
suits, and the costs arising there from, including the costs of defense, settlement
and reasonable attorney's fees, which they may incur as a result of death or bodily
injury to any person, destruction or damage to any property, contamination of or
adverse affects on the environment, or any violation of jaws, regulations, permits
or approvals, to the extent such damage was caused by (i) the breach by the party
from whom indemnification is being sought of any term or provision of this
Agreement, or (ii) any negligent or willful act or omission of the party from whom
indemnification is being sought, their employees or agents but only to the extent of
their comparative liability.
(5.6) LIMITATION OF LIABILITY. In no event shall any party be liable to any other for
any special, punitive or consequential damages, however incurred or assessed.
(5.7) GOVERNMENTAL IMMUNITY ACT. No term or condition of this Agreement
shall be construed or interpreted as a waiver by Sponsor, express or implied, of
any of the immunities, rights, benefits, protections, or other provisions of the
Colorado Governmental Immunity Act, C.R.S. §§24-10-101, et seq., or of any other
-
defenses, immunities, and limitations of liability available to Buyer, its officers and
employees under the law.
(5.8) BINDING EFFECT. This Agreement shall be binding upon and shall inure to the
benefit of the heirs, successors, assigns and legal representatives of the parties
hereto.
(5.9) GOVERNING LAW. This Agreement shall be governed by the Laws of the State of
Colorado; however, the activities of the Recycler in performing its obligations
hereunder will be subject to the laws of the State of Minnesota.
(5.10) HEADINGS. The headings to sections of this Agreement are for ease of reference
only and in no way define, describe, extend or limit the scope of intent of this
Agreement or the intent of any provision contained herein.
IN WITNESS WHEREOF, the parties have set their hands on the day and year written
below.
RECYCLER
Signed: Q/I Date: Z b L
By: Kell Clr' auv 1- ite
Title: Chief Executive Officer
Business Name: Mercury Technologies of Minnesota, Inc.
Address: 1110 Holstein Drive/PO Box 13
Pine City, Minnesota 55063
Phone: 320-629-7888/800-864-3821 Fax:320-629-7799
SPONSOR
Signed: Date: Z zZ
By: John P lan
Title: Energy Services Manager
Business Name: Fort Collins Utilities
Address: PO Box 580
Fort Collins, CO 80522
Phone: 970-221-6700 Fax: 970-221-6619
RETAILER
Signed: Date: l 31 jZ
By: Jon PtiL'tk
Title: Ma
Business Name: Batteries Plus
Address: 1107 W Drake Road
Fort Collins, CO 80526
Phone: 970-206-0206 Fax: 970-206-0207