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Res 1211 - Agmt Disp Hazard Wst COUNCIL BILL NO. 1515 RESOLUTION NO. 1211 A RESOLUTION AUTHORIZING AN AGREEMENT WITH BURLINGTON ENVIRONMENTAL FOR DISPOSAL OF CERTAIN HAZARDOUS WASTE MATERIALS. WHEREAS. operation of the city's wastewater treatment plant generates certain hazardous waste materials, and WHEREAS. said waste material must be disposed of properly pursuant to applicable law, and WHEREAS, Burlington Environmental, Inc. appears qualified and equipped to dispose of said waste materials, NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the city enter into an agreement with Burlington Environmental, Inc. for disposal of its hazardous waste materials. Section 2. That the Mayor is authorized to sign said agreement on behalf of the city. A copy of said agreement is attached hereto and, by this reference, incorporated herein. / L Approved as to form~ ((va- 0~ / Z 0/7 + City Attorney Datb I APPROVED: ~- rr:~ ;:;rl7~I~y, M-ayo( Passed by the Council January 24, 1994 Submitted to the Mayor January 25. 1994 Approved by the Mayor January 26, 1994 Filed in the Office of the Recorder ATTEST: fYICM- I~ Ma~ennant, City Recorder City of Woodburn, Oregon January 26, 1994 Page 1 - COUNCIL BILL NO. 1515 RESOLUTION NO. 1211 . . .'..-..."......'" .. .~:!!. BURUNGTON . ~ :t' ENVIRONMENTAL .. -.... WASTE TRANSPORTATION AND MANAGEMENT AGREEMENT " 1st day of February, 1994 TIllS AGREEMENT is made and entered into this t5th-day-<>f Nb.~..,b..,;-+993,by and between CITY OF WOODBURN, a _ corporation with its principal offices at 270 Montgomery Street, WoOdburn, Oregon 97071 ("Generator"), and Burlington Environmental Inc., a Washington corporation" with its principal offices located at 1011 Western Avenue, Suite 700, Seattle, Washington 98104. The parties agree as follows: Article 1 Waste Materials During the term of this Agreement, Generator will provide to Burlington certain waste materials generated at Generator's facilities located at (per Exhibit A). Such waste materials, their chemical composition, physical characteristics, and estimated volume are described in the "Generator's Waste Material Profile Sheet(s)" that are part of Standard Contract Exhibit A incorporated herein by reference. (The waste materials described in the Waste Material Profile Sheet(s) are referred to in the Agreement as the "Waste Materials".) Generator is not required to deliver its entire output of the Waste Materials to Burlington but may, in its sole discretion, manage a portion of the Waste Materials itself or through its agents or other independent contractors. Article 2 Burlington Services Generator authorizes Burlington to provide the services set forth in Exhibit A and, in connection with such services, to transport. reclaim, recover, sell, treat, distribute, dispose of, store or use the Waste Materials, their components, and residues. Article 3 Fees and Billing For the services provided to Generator under this Agreement, Generator shall pay Burlington fees as set forth in Standard Contract Exhibit B. In the event any governmental tax, tariff, fee or surcharge is to be assessed on the transportation, storage, treatment or disposal of the Waste Materials, the fees charged by Burlington will be increased by the amount of such tax, tariff fee or surcharge. Any such increase in fees will be set forth as a separate item on the invoices submitted to Generator. Burlington may, at any time upon thirty (30) days prior written notice to Generaior, increase or decrease the fees set forth in Exhibit B. Invoices submitted by Burlington to Generator shall be paid not later than thirty (30) days from date of invoice. Payments received after thirty (30) days may be subject to interest at the rate of one and one-half percent (Ph %) per month. Burlington shall retain copies of invoices for at least five (5) years as a record of disposal. Article 4 Tenus and Tennination This Agreement shall commence on the date set forth above and .continue in effect for a period of two (2) years,_d shaIt-lrutomatiHy t:.c. ~^h-uJed-fr<mryear-t...,..,..,..lbereaflet-for =essr.~ ~u~ y<>ar=leftsi.......unless either party gives thirty (30) days prior written" notice to the other party of its intent to terminate, with or without cause, this Agreement. Termination as herein provided shall be in addition to, and not in lieu of. a party's right to terminate for breach. Termination shall operate to discharge all obligations that are executory by either party oIt {l~ after the effective date of termination, but any right of a party based upon performance or breach of this Agreement, including but not limited to reimbursement for any services rendered, prior to the effective date of termination shall survive. Article 5 Transfer of Wastes and Title Waste Materials will be tendered hy Generator as set forth in Exhibit A, subject to the Generator's warranties and the Generator's indemnifications and obligations set forth in Sections 7 and 8. At the time Burlington (or its delegatee) signs a standard form of manifest indicating an acceptan<:e of delivery of the Waste Materials, title, risk of loss and all other incidents of ownership with respect to those Waste Materials shall be transferred from Generator to Burlington. If, following signature of a manifest pertaining to Generator's Waste Materials, such Waste Materials are discovered to be "non-conforming" in whole or in part, Burlington may revoke its acceptance of aU such Waste Materials. A revocation of acceptance shall operate to revest title, risk of loss and all other incidents of ownership in Generator at the time revocation is communicated, either orally or in writing. to Generator. Waste Materials shall be considered "non-conforming", for purposes of this Agreement: (a) if they are not in accordance with the descriptions, limitations or specifications stated in the Generator's Waste Material ProfileSheet(s), attached hereto as part of Exhibit A or; (b) if they have constituents or components, not specifically identified in the Generator's Waste Material Profile Sheet(s): (i) which increase the nature or extent of the hazard and risk undertaken by Burlington in agreeing to handle, load, transport, store, treat or dispose of the Waste Materials, or (ii) which cannot, for reasons relating to the design or permitting of the facility, be stored, treated or disposed of at the relevant waste management facility id..ntified in Exhibit A. W-C21 9/92 Page I Burlincton Environmentallne.. 14) "A", Street- WIlt:hotlgal. Wlllhington 98671 .206,835.8743 Generator shall remove non-conforming Waste Materials from the possession of Burlington (or its delegatee) within a reasonable time, not to exceed seven (7) days, after revocation of acceptance has been communicated to Generator, unless within such time the parties agree to some. alternative lawful manner of disposition of those Waste Materials. Generator shall pay Burlington its reasonable expenses and charges for handling, loading, preparing, transporting. storing and caring for non-conforming Waste Materials the ownership of which is revested to Generator. Article 6 Burlington Warranties Burlington warrants that: (a) it understands the currently known hazards which are presented to persons, property and the environment in the .transportation. reclamation, recovery. sale, treatment, distribution, storage and disposal of the Waste Materials; (b) it will transport, store and dispose of the Waste Materials in full compliance with all governmental taws, regulations and orders; (c) the waste management facilities described in Exhibit A are now licensed and permitted to store and dispose of waste materials within the description of the Waste Materials; and (d) in the event such waste management facilities lose permitted status during the term of this Agreement, Burlington will promptly notify Generator of such loss. Article 7 Generators Warranties Generator warrants that: (a) the description of its Waste Materials made pursuant to Section 1 as set forth in the Generator's Waste Material Profile Sheet(s) attached hereto as part of Exhibit A is true and correct; (b) all Waste Materials to be tendered by Generator hereunder will conform to such description; (c) containers of Waste Materials transferred by Generator hereunder will be marked, labeled, and otherwise be in conformance with governmental laws, regulations and orders; (d) it holds (or will hold at the time of transfer) clear title to all waste materials transferred hereunder, and it is under no legal restraint or order which would prohibit transfer of possession or title to Burlington for transportation, reclamation, recovery. sale, treatment, distribution, storage or disposal; (e) it has communicated, and will during the term hereof continue to communicate, to Burlington those hazards and risks known to or learned by Generator to be incident to the handling, transportation, storage, treatment and disposal of the Waste Materials; (t) if the Waste Materia.ls are hazardous waste...; Roo; defined pursuant to Section 300 lof the Resource Conservation and Recovery Act, Generator has made any notifications required by Section 3010 of that Act and will comply with pertinent regulatory requirements established pursuant to . Section 3002 of the Act, including the manifest requirement; (g) if the Waste Materials are, or contain, hazardous substances as defined pursuant to Section 10 1 of the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, Generator will advise Burlington in writing, prior to tendering or delivering to Burlington (or its delegatee) any vehicular load of Waste Materials containing a reportable quantity of any hazardous substance or substance pursuant to Section 102 of said Act, specifying those hazardous substances present in a reportable quantity; (h) if the Waste Materials are coY.\lfed by requirements of any state laws or regulations relating to hazardous wastes or hazardous materials, it will comply with all applicable requirements of such laws or regulations. Article 8 Indemnification Burlington agrees to indemnify, save harmless and defend Generator 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 it may hereafter incur, become responsible for or payout as a result of death or bodily injuries to any person, destruction or damage to any property or property rights, contamination of or adverse effects on the environment, or any violation of governmental laws, regulati~:ms or orders, caused, in whole or in part, by: (a) Burlington's breach of any term or provision of this Agreement; or (b) any negligent or willful act or omission of Burlington, its employees or delegatees in the performance of this Agreement. Generator agrees to indemnify, save harmless and defend Burlington 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 attorney's fees), which it may hereafter incur, become responsible for or payout as a result of death or bodily injuries to any person, destruction or damage to any property or property rights, contamination of or adverse effects on the environment, or any violation of governmental laws, regulations or orders, caused in whole or in part, by: (a) Generator's breach of any term or provision of this Agreement; or (b) ally negligent or willful act or omission of Generator, its employees or subcontractors in the performance of this Agreement. W-<-'2IW92 Burlin~1(,1I1 p',wironmental Inc. . 14l "A" ~In:~t. Wnm\lugal, Washington 98671 .206.&.'\5.8143 Page 2 . >----,.",--. ----,--""-~,,,,~~---""""-"- Article 9 Insurance Burlington shall procure and maintain, at its expense during the term of this Agreement, !It least the following insurance, covering activities performed under and contractual obligations undertaken in, this Agreement: COVERAGE (a) Workman's Compensation (b) Employer's Liability (c) General Liability (combined bOdily injury & property damage liability) (d) Truck Liability (combined bodily & property damage) LIMITS Statutory $1,000,000 each accident $1,000,000 each OCCurrence $1,000,000 aggregate $5,000,000 each occurrence $5,000,000 aggregate Article 10 Wnrk on Generator's Premises Generator agrees to provide Burlington and Burlington's employees and delegatees a safe working environment for any work, in performance of this Agreement, which must be undertaken on premises owned or controlled by Generator. Burlington and its employees and delegatees shall comply with Generator's safety procedures while in Generator's premises, provided such procedures are conspicuously and legibly posted in the working area or have been delivered, in writing. to Burlington prior to the commencement of work on Generator's premises. Article 11 Independent Contractor Burlington is and shall perform this Agreement as an independent contractor, and as such, shall have and maintain complete control over all of its employees, agents and operations. Neither Burlington nor anyone employed by it or its delegatees shall be or be deemed to be, or act or purport to act as, the agent, representative, employee or selVant of Generator. Article 12 Inspections Generator shall have the right to inspect and obtain copies of all written licenses, permits or approvals issued by any governmental entity or. agency to Burlington or its delegatees which are applicable to the performance of this Agreement: to inspect and test, at its own expense, transportation vehicles or vessels and containers provided by Burlington or its delegatees; and to inspect the handling, loading, transportation, storage or disposal facility operations conducted by Burlington or its delegatees in the performance of this Agreement. Such inspections are encouraged by Burlington Article 13 Excuse of Perfonnance The performance of this Agreement, except for the obligations to comply with all laws and regulations and the payment of money for services already rendered, may be , "'" suspended by either party in the event the delivery or. transportation of the Waste Materials by Generator. or the transportation, storage or disposal of the Waste Materials by Burlington, are prevented by a cause or causes beyond the reasonable control of such party. Such causes shall include, but not be limited to, acts of God, acts of war, riot, fire, explosion, accident, flood, or sabotage; lack of adequate fuel, power, raw materials, labor or transportation facilities; governmental laws, regulations, requirements, orders or actions; breakage or failure of machinery or apparatus; national defense requirements; if\junction or restraining orders; labor trouble, strike, lockout or injunction. Neither party shall be required by virtue of this Agreement to settle a labor dispute against its own best judgment. '.~ Article 14 Delegation and AssiglUl1ent Burlington may at .any time delegate, orally or in writing, performance of the work, or any portion thereof, including but not limited to the transportation of the Waste Materials, which is by this Agreement undertaken by Burlington; provided, however, that such delegation, unless in an emergency case in which d~legation is necessary to mitigate or minimize harm or the threat of harm to human health or the environment, must be to a person or entity that has obtained all governmental permits and approvals that are required in order to perform such work. Without limiting the generality of the foregoing, transportation services to be provided to Generator under this Agreement shall be performed by Resource Recovery Corporation, a wholly-owned subsidiary of Burlington, and/or by Termco Corporation, an affiliate of Burlington, and its subsidiaries, Gasoline Tank Service Company and United Drain Oil Service Any such delegation shall not operate to relieve Burlington of its responsibility hereunder. Either party may, at any time, upon written notice to the other party, assign its rights under this Agreement. Article 15 Waste Material Infonnation Updates Upon written request of Burlington, Generator shall provide to Burlington one or mOre of the following: (a) a new Generator's Waste Material Profile Sheet describing the Waste Materials or a certification that the previously supplied Profile Sheet(s) remain true and accurate; (b) a certification that a specified load of waste materials delivered to Burlington is representative of the Waste Materials as described on Generator's last Waste Material Profile Sheet(s) or; (c) a certified representative sample of the Waste Materials. Burlington shall provide forms to be used in supplying the above information or samples. W.o) 9/92 Poge3 Burlington Enviroim~ntallnc. . 141 "A" Slte~f. Washougal. Wuhington 98671 .206.835.8743 ~ i .-..........-'..,.. Article 16 Notice Any notice to be give under this Agreement shall be in writing and shall be deemed to have been sent when deposited in the United States mail, and properly addressed: CITY OF WOODBURN 270 Mont20merv Street Woodburn. OR 97071 AITN: Frank Sinclair. Mr. Roger Nelson BURLINGTON ENVIRONMENTAL INC. 1011 Western Avenue Suite 700 Seatlle, Washington 98104 Article 17 No Waiver Any failure of a party to enforce any provision of this Agreement will not constitute a waiver of such provision or prejudice the right of that party to enforce such provision at any subsequent time. Article 18 Enforcement If a suit or action is instituted in connection with any controversy arising out of this Agreement, the prevailing party shall be entitled to recover, in addition to costs, such sums as the court may adjudge reasonable as attorney's fees. Article 19 Records During the term of this Agreement and any such longer period as is required by law, Burlington shall maintain records ':",,' '."'" - pertaining to the services it provides with respect to the Waste Materials under this Agreement. Such records shall be available for inspection by Generator at such reasonable time and place as Generator may request in writing. Article 20 Confidentiality Each party shall treat as confidential and not disclose to others during or subsequent to the term of this Agreement, except as is required by Jawor is necessary to properly perform this Agreement (and then only on a confidential basis satisfactory to the other party) any information regarding the Waste Materials. Neither party shall make any news release, advertisement or public annou~ment regarding the subject matter of this Agreement without the prior written approval of the other party. Article 21 Law to Apply The validity, interpretation and performance of this Agreement shall be governed and construed in accordance with the laws of the State of Washington, applicable Federal laws and regulations. Article 22 Entire Agreement This Agreement incorporates the entire understanding and agreement of the parties regarding the tranSportation, reclamation, recovery, Sale, treatment, distribution, disposal, storage and use of the Waste Materials and supersedes any and all terms and conditions which may be contained in any purchase orders issued by Generator prior or subsequent to this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives. as of the day and year first above written. BURLINGTON ENVIRONMENTAL INC. Company Signature Alan C. Kakovich Print Name Sales Mana2er - Western Re2ion Tille Date CITY OF WOODBURN :a; j{~ Len Ke 11 ey Print Name Mayor Title January 26, 1994 Date W-c21 9/92 Page 4 Burlington Environmentallne.. 141 .A" Sll"\:.:t. Washou,.I, Washington 98671.206.835.8743 T T ",. '..,' ""'~"'-~"'''''~'.+''~'_'",_~_~_m__'_m.''''~.._ ~ ..-:fj;~ ... . ....;" ",. ...I':t' '_~:..:'.IY' BURLINGTON ENVIRONMENTAL EXIDBIT A Customer: CITY OF WOODBURN Invoice to: City of Woodburn, 270 Montgomery Street, Woodburn, OR 97071, Atto: Frank Sinclair Generator: CITY OF WOODBURN Waste Material Profile Sheet Number(s): Receipt of the waste materials from: # 81536 2815 Mollala Road Woodburn, OR 97071 to the pennitted waste management facility at: and Burlington Environmental Washougal Facility 625 South 32nd Street Washougal, Washington 98671 Burlington Environmental Georgetown Facility 734 South Lucile Street Seattle, Washington 98108 Burlington Environmental has the appropriate pennit(s) for recycling and/or disposal of this material in accordance with WAC 173- 303-290. Place, time, frequency, and quantity(ies) and Transfer of Title to waste materials: 8:00 a.m. - 4:30 p.m. week days except holidays, weather pennitting. EXIDBIT B Profile #81536: $ 50.00 50.00 200.00 68.25 50.00 50.00 50.00 $ 518.25 Disposal of Labpack Drum #FLPB-OI Disposal of Labpack Drum #CA-OI Disposal of Labpack Drum #PB-OI Disposal of Labpack Drum #OX-OI Disposal of Labpack Drum #PBCA-OI Disposal of Labpack Drum #CL9-01 Disposal of Labpack Drum #FL-OI TOTAL DISPOSAL COST Disposal fees do not include transportation. Transportation per published tariff. By their signature hereto, the parties agree that this Exhibit A and B, including the referenced Waste Material Profile Sheet(s), shall be considered an attachment to, and part of, that certain 'Waste Transportation and Management Agreement' identified above. BURLINGTON ENVIRONMENTAL INC. Company CITY OF WOODBURN Company ~ ~/.47 Signatu e Signature Alan C. Kakovich, Sales Manager - Western Region Print Name Len Kelley, Mayor Print Name Date January 26, 1994 Date or ....-.-,.