Consent to Assignment 08/15/2001 Clerkofrne
Circuit Cowl Danny L.Kolhage
Office(305)2923550 Fax(305)295-3615
Memory
To: Dent Pierce,Director
Public Works
Attn: Carol Cobb
From; Isabel C.DeSantis�, q
Deputy Clerk �5r, C. Or
Date: Tuesday, September 11,2001
At the Regular BOCC meeting on August 15,2001,the Board granted approval to
rescind their action of 3/21/2001 of a Consent to Assignment of Household Hazardous
Waste Collection Agreement with Laidlaw Environmental Services,Inc.to Safety-Kleen,
Inc.;and granted approval and authorized execution of an amended Consent to
Assignment of Household Hazardous Waste Collection Agreement between Monroe
County and Laidlaw Environmental Services,Inc.to Safety-Kleen(Bartow),Inc.
Attached is a fully-executed duplicate original of the subject document for your
handling.
Should you have any questions concerning the above,please do not hesitate to
contact this office.
cc: County Attorney
Finance
vile
CONSENT TO ASSIGNMENT
This Consent to Assignment is entered into this .:2/ sf day of fi1a..rc.,h
2001, by and between Monroe County (County), a political subdivision of the State of Florida,
whose address is 5100 College Road, Key West, FL 33040, and Safety-Kleen (Bartow), Inc., a
Florida corporation, whose address is 170 Bartow Municipal Airport, Bartow, FL 33830.
In consideration of the mutual promises and benefits described below, the parties agree
as follows:
1. The County hereby consents to the assignment of the household hazardous waste
collection agreement granted by the County to Laidlaw Environmental Services, Inc. (TS), on
August 13, 1996, to Safety-Kleen (Bartow), Inc. (SK). A copy of the County/TS agreement is
attached to this consent to assignment agreement and made a part of it.
2. SK agrees to be bound by all the terms, conditions and obligations that bound and
were applicable to TS under the County/TS agreement, and concomitantly, SK is entitled to all
the benefits that TS had under the County/TS agreement.
TNESS WHEREOF the parties hereto have set their hands and seals the day and
we written.
~
0(
NNY L. KOLHAGE, CLERK
BOARD OF COUNTY COMMISSIONERS
Y. M MOOINROE COUN1Y. FLORIDA
~[)-,e ~
Mayor/Chairman 8'-/ j -0 I
-
BYJJoaJ,.d~.ISk~o.4iAJ
Deputy Clerk
(SEAL)
ATTEST:
SAFETY-KLEEN (BARTOW), INC.
ByAJ ~
Print Name ~ t..t. ~S/h//
Title rN ~t.-I r/ /l?dN./?(HA. / v/l
,
By
Print Name
Title .~
jdconAssignSafeKleen
HOUSEHOLD HAZARDOUS WASTE COLLECTION AGREEMENT
This Agreement, dated this / "3 tI day of L1()~ 1I7 r1996 by and between the Board of
County Commissioners of Monroe County and Laidlaw Environmental Services (TS), Inc.,
a Delaware corporation, (Laidlaw), states as follows:
.
WHEREAS the Sponsor desires to conduct. a Household Hazardous Waste
Collection Program to provide a safe, convenient place where citizens of Monroe County
can dispose of stored household hazardous wastes, and
WHEREAS the Sponsor desires to hire a professional contractor knowledgeable and
experienced in conducting such a waste disposal program, and
WHEREAS Laidlaw has represented that it is staffed with personnel knowledgeable
and experienced in conducting such a waste disposal program.
WIT N E SSE T H:
Now, therefore, in consideration of the mutual promises and benefits of this
Agreement, the Sponsor and Laidlaw agree as follows:
1. Emoloyment of Laidlaw. The Sponsor agrees to hire Laidlaw and Laidlaw
agrees to act as the Sponsor's contractor to conduct the Household Hazardous Waste
Collection Program, commencing on
, 1996.
2. Scope of Services. Laidlaw shall perform in a good and professional manner
the services identified in the Sponsor's Request for Proposal dated April 26, 1996, as
modified by Laidlaw's Proposal dated May 30, 1996, copies of which are attached hereto and
incorporated by reference, as well as the services listed in this Agreement. Any conflict
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between the terms of this Agreement and the terms of the Request for Proposal or the
Proposal will be governed by the terms of this Agreement.
a. Laidlaw shall have present at the collection site employees or agents
of Laidlaw trained in the identification of hazardous and acutely hazardous wastes
(collectively "Wastes") as defmed by federal or (state) laws or regulations, and such
.
materials and equipment as are necessary to handle, co.ntainerize, label, load and transport
such Wastes from the Sponsor's service area in a manner conforming to (state) and federal
laws and regulations.
b. Laidlaw shall accept Wastes, for transportation and disposal from the
Sponsor service area, only from such individuals as are designated by a Sponsor
representative present at the site as being residents of the Sponsor service area, and only
in such amounts as are approved by such representative.
c. Except as provided in Paragraphs d and e below, Laidlaw disclaims all
responsibility for and assumes no liability for the following Wastes which it will neither
handle at the site nor accept for disposal:
Compressed Gas Cylinders, Explosives or Shock Sensitive Materials and
Ammunition, Unknown Materials, Radioactive Materials, Infectious or
Biologically Active Materials, Dioxin, Tri, Tetra- and Pentachlorophenols and
their Chlorophenoxy derivative Acids, Esters, Ethers, amine and other Salts
(Le., Sodium Pentachlorophenate, 2,4,S-T,Silvex and 2,4,S-TP).
d. Dioxin associated wastes from households only will be handled by
Laidlaw through incineration and the Sponsor will compensate Laidlaw for packaging,
transportation, and disposal in accordance with the fee schedule.
e. If a citizen brings any Waste chemical listed in Paragraph c other than
those listed in Paragraph d to the collection station, and if the Sponsor decides to accept the
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Waste. Laidlaw will package the material for the Sponsor and the Sponsor will compensate
Laidlaw for packaging services in accordance with the fee schedule in the Proposal. Laidlaw
will endeavor to arrange for disposal of such material with a properly permitted and licensed
Subcontractor; however. if either the disposal arrangements or the charges for such disposal
,
are unsatisfactory to the Sponsor. then further management and disposal of such material
shall be the sole responsibility of the Sponsor.
a.
3. Time of Performance. Laidlaw shall begin the services to be performed under
this Agreement upon Notice to Proceed from the Sponsor. and shall undertake such services
to assure readiness for and successful completion of the Household Hazardous Waste
Collection Program.
4. Termination. Either party may terminate this Agreement upon sixty (60) day,s
prior written notice to the other. provided that such termination shall be without prejudice
to any other remedy the party may have. In the event of termination. any work in progress
will continue to completion unless specified otherwise in the notice of termination. The
Sponsor shall pay for any such work in progress that is completed by Laidlaw and accepted
by the Sponsor.
5. . Excuse of Performance. The Sponsor's obligation to deliver and Laidlaw's
obligation to accept for servicing any waste pursuant to this Agreement may be suspended
by either party in the event of: act of God, war, riot. fire. explosion. accident, flood.
sabotage; lack of adequate fuel. power, raw material, labor, containers, or transportation
facilities; compliance with governmental requests, laws, regulations. orders or actions;
revocation or modification of governmental permits or other required licenses or approvals;
breakage or failure of machinery or apparatus; national defense requirements or any other
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event beyond the reasonable control of such party; labor trouble, strike, lockout or
injunction (provided that neither party shall be required to settle a labor dispute against its
own best judgment); which event prevents the delivery, transportation, acceptance,
treatment, incineration, or disposal of the waste.
6. Compensation and Payment. The Sponsor agrees to pay Laidlaw for its
services in accordance with the price and terms of payment set forth in the attachments to
I.
this Agreement. Payment terms are net 30 days from invoice. The parties agree that
damages for breach of Sponsor's obligations under this portion of the contract would be
difficult or impractical to determine as a result of the difficulty of precisely measuring the
additional administrative costs that Laidlaw incurs for delinquent accounts. Because of the
difficulty in determining the damages resulting from Sponsor's breach of its obligation to
make payment when due, Laidlaw and Sponsor agree that, in the event Sponsor fails to
make payment when due, an amount equal to 1.5% per month will be added to all amounts
outstanding for more than thirty (30) days. This amount will be calculated on the number
of days in excess of thirty (30) days past the invoice date to the date payment is received at
Laidlaw. Sponsor is responsible for notifying Laidlaw of any question concerning an invoice.
In addition, Sponsor shall be responsible for collection agency or legal fees incurred in
collecting payment of an invoice.
Sponsor shall reimburse Laidlaw for tariffs, fees, surcharges, or other charges
imposed by legislation or regulations enacted or promulgated after the execution date of this
Agreement and levied specifically upon the transportation, treatment, storage, incineration,
recycling or disposal of the waste upon thirty (30) days written notice of such change in
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legislation and upon submission by Laidlaw of evidence that such charges have been levied
or paid.
7.
Generator.
The Sponsor shall be deemed to be the "Generator", for
recordkeeping and paperwork purposes, of all Wastes accepted by Laidlaw during the
Household Hazardous Waste Program from residents of the Sponsor's service area.
.
8. Licenses. Laidlaw certifies, that on the d.ay of collection, it wilf have:
a. Valid Environmental Protection Agency ("EPA ")identification numbers
for transportation and storage of hazardous and acutely hazardous wastes; and
b. A valid (state) peimit for transportation of hazardous wastes.
9. Insurance. Laidlaw shall procure and maintain, at its expense during the term
"
of this Agreement, insurance covering the services to be performed under this Agreement:
in accordance with Attachment A. At least 10 days before the first collection day, Laidlaw
shall provide the Sponsor with a Certificate of Insurance showing coverages a, b, c and d
above, n3ming the Sponsor as certificate holder and noting the Sponsor's interest. Laidlaw
shall also provide copies of documents demonstrating coverages e and f above.
10. Title to Waste. Title to all identified Waste accepted by Laidlaw at the site
from residents of the Sponsor's service area for transport and disposal by Laidlaw shall pass
directly from such residents to Laidlaw at the time of its acceptance.
11. Warranty. Laidlaw warrants that it understands the currently known hazards
and suspected hazards which are presented to persons, property and the environment by the
transportation, treatment and disposal of Wastes. Laidlaw further warrants that it will
perform all services under this Agreement in a safe, efficient, and lawful manner using
industry-accepted practices, and in full compliance with all applicable state and federal laws
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and regulations. Sponsor warrants that it is in compliance with all applicable state and
federal laws governing its activities under this Agreement, and that it is under no legal
restraint or order which would prohibit transfer of possession or title of collected wastes to
Laidlaw or prohibit the servicing of such waste or Laidlaw's performance of services under
this Agreement. Sponsor will cooperate and/or assist Laidlaw, as requested, with its
-
defense, negotiation, adjustment and or settlement of a. claim against Sponsor.
.
12. Indemnification.
a. Laidlaw shall indemnify, hold hannIess and defend the Sponsor from
and against any and all liabilities, claims, penalties, fmes, forfeitures, suits and the costs and
expenses incident thereto (including cost of defense, settlement, and reasonable attorney's
fees) which may be alleged against the Sponsor or which the Sponsor may incur, become
responsible for, or payout as a result of death or bodily injury to any person, destruction
or damage to any property, contamination of or adverse effects on the environment, or any
violation or alleged violation of governmental laws, regulations or orders, to the extent that
such damage was caused by Laidlaw's or Laidlaw's agents' negligent, willful or intentional
act or omission, breach of contract or a failure of Laidlaw's warranties to be true, accurate
or complete, subject to and goyerned by the provisions of Section 768.28, Florida Statutes.
b. To the extent allowed by law, the Sponsor shall indemnify, hold
harmless and defend Laidlaw from and against any and all liabilities, claims, penalties, fmes,
forfeitures, suits and the costs and expenses incident thereto (including cost of defense,
settlement, and reasonable attorney's fees) which may be alleged against Laidlaw or which
Laidlaw may incur, become responsible for, or payout as a result of death or bodily injury
to any person, destruction or damage to any property, contamination of or adverse effects
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on the environment, or any violation or alleged violation of governmental laws, regulations
or orders, to the extent that such damage was caused by the Sponsor's or the Sponsor's
agents' negligent, willful or intentional act or omission, breach of contract or a failure of the
Sponsor's warranties to be true, accurate or complete.
13. Independent Contractor. Laidlaw is and shall perform this agreement as an
6.
independent contractor and, as such, shall have and maintain complete control over all of
its employees and operations. Neither Laidlaw nor anyone employed by it shall be,
represent, act, purport to act, or be deemed to be the agent, representative, employee or
servant of the Sponsor.
14. Modification. No modification of this Agreement shall be binding on Laidlaw
or the Sponsor unless set out in writing signed by both parties, except however that the Price
List may be modified by Laidlaw providing thirty (30) days written notice to the Sponsor.
15. Headings. The titles of the paragraphs of this Agreement are inserted for
convenience of reference only and shall be disregarded in construing or interpreting the
provisions of this Agreement.
16.
Completeness of Agreement.
This Agreement and any documents
incorporated by reference herein contain all the terms and conditions agreed to by the
Sponsor and Laidlaw, and no other agreements, oral or otherwise, regarding the subject
matter of this Agreement or any part thereof shall have any validity or bind any of the
parties hereto.
17. When Rights and Remedies Not Waived. In no event shall the making by the
Sponsor of any payment to Laidlaw constitute or be construed as a waiver by the Sponsor
of any breach of covenant, or any default which may then exist, on the part of Laidlaw, and
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the making of any such payment by the Sponsor while any such breach or default exist shall
in no way impair or prejudice any right or remedy available to the Sponsor with respect to
such breach or default. Any waiver by either party of any provision or condition of this
Agreement shall not be construed or decreed to be a waiver of any other provision or
condition of this Agreement, nor a waiver of a subsequent breach of the same provision or
.
condition, unless such waiver be expressed in writing by the party to be bound.
18. Personnel. Laidlaw represents that it has, or will secure at its own expense,
all personnel required in performing the services under this Agreement. Laidlaw is and
shall perform this agreement as an independent contractor, and as such, shall have and
maintain complete control over all its employees and operation.
19. Non-Discrimination Provision. During the perfonnance of this Agreement,
Laidlaw agrees as follows:
a. Laidlaw will not discriminate against any employee or applicant for
employment because of race, religion, color, sex or national origin, except where religion,
sex or national origin is a bona fide occupational qualification reasonably necessary to the
nonnal operation of Laidlaw. Laidlaw agrees to post in conspicuous places, available to
employees and applicants for employment, notices setting forth the provisions of the
nondiscrimination clause.
b. Laidlaw, in all solicitations or advertisements for employees placed by
or on behalf of Laidlaw, will state that Laidlaw is an equal opportunity employer.
c. Notices, advertisements and solicitations placed in accordance with
federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the
requirements of this section.
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20. Notices. Any notices, bills, invoices or reports required by this Agreement
shall be sufficient if sent by the parties in the United States mail, postage paid, to the
address noted below:
If to the Sponsor:
Mr. Ron Stack
Board of County Commissioners of Monroe County
310 Fleming Street - Room #28
Key West, Florida 33040
If to Laidlaw:
Laidlaw Environmental Services (TS), Inc.
5303 126th Avenue North
Clearwater, Florida 34620
Attn: Facility Manager
with a copy to:
Laidlaw Environmental Services, Inc.
220 Outlet Pointe Blvd. (29210)
P. O. Box 210799 (29221)
Columbia, South Carolina
Attn: Legal Department
Sponsor shall give written notice to Laidlaw of a claim for indemnification under paragraph
12 of this Agreement within fifteen (15) days following Sponsor's first knowledge of the
event or occurrence which gives rise to that claim. Upon receipt of notice, and
determination by Laidlaw that Sponsor has a valid claim for indemnification, Laidlaw shall
have the right to retain counsel to defend, negotiate, adjust, and/or settle a claim against
Sponsor and Laidlaw will pay reasonable attorney's fees and other litigation expenses.
21. Governing Law. The Sponsor and Laidlaw agree that the validity and
construction of this Agreement shall be governed by the laws of Florida, except where
preempted by federal law . Venue for any court action shall be in Monroe County, Florida.
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IN WITNESS WHEREOF, the Board of County Commissioners of Monroe County
and Laidlaw have executed this Agreement as of the date first written above.
SPONSOR
BY:
cS~~
Mayor/Chairman
TITLE:
LAIDLAW ENVIRO~AL SERVICES (TS). INC.
BY: ~ iJ
TITLE:
Edward R. Kerr
VP, Facility Manager
CORPORATE SEAL
(SEAl)
ATTEST: DANNY L KOLHAGE, QERK
By &,;~
DEPU CLERK
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