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HomeMy WebLinkAbout2009-061 - Hazardous Waste DisposalBILL N0.2009-61 ORDINANCE NO.2009-61 AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT FOR HAZARDOUS WASTE DISPOSAL WITH WASTE MANAGEMENT HEALTHCARE SOLUTIONS, INC. WHEREAS, the City of Riverside, Missouri ("City") has engaged in negotiations with Waste Management Healthcaze Solutions, Inc. ("WMHS") for provision of hazazdous waste disposal services. (the "Services'. WHEREAS, the City and WMHS have reached an agreement concerning the provision of and payment for such Services. NOW, THEREFORE, be it ordained by the Board of Aldermen of the City of Riverside, Missouri, as follows: Section 1. This Ordinance is intended and is hereby determined and declazed to be necessary to accomplish and serve the public purpose of disposing of hazardous waste. Section 2. The City of Riverside shall enter into an agreement whereby WMHS shall provide the services to the City at a total cost of $150.00 per pick up (the "Agreement"). Section 3. The execution and delivery of the Agreement, in substantially the form attached hereto as Exhibit A, is approved, and the Mayor is authorized to execute the Agreement and to take such other actions reasonably necessary to carry out the intent of this Ordinance on behalf of the City, the execution of the Agreement being conclusive evidence of such approval. Section 4. The Mayor, the City Administrator, the City Attorney and other appropriate City officials are hereby authorized to take any and all actions as may be deemed necessary or convenient to cant' out and comply with the intent of this Ordinance and to execute and deliver for and on behalf of the City all certificates, instruments, agreements and other documents, as may be necessary or convenient to perform all matters herein authorized. Section 5. This Ordinance shall be in full force and effect from and after its passage and approval. Passed this ~~day o ~ 2009. ~~ Mayor Kathleen L. Rose A TE City Clerk BILL NO.2009-61 ORDINANCE NO. 2009-61 AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT FOR HAZARDOUS WASTE DISPOSAL WITH WASTE MANAGEMENT HEALTHCARE SOLUTIONS, INC. WHEREAS, the City of Riverside, Missouri ("City's has engaged in negotiations with Waste Management Healthcaze Solutions, Inc. ("WMHS") for provision of hazardous waste disposal services. (the "Services"). WHEREAS, the City and WMHS have reached an agreement concerning the provision of and payment for such Services. NOW, THEREFORE, be it ordained by the Board of Aldermen of the City of Riverside, Missouri, as follows: Section 1. This Ordinance is intended and is hereby determined and declazed to be necessary to accomplish and serve the public purpose of disposing of hazardous waste. Section 2. The City of Riverside shall enter into an agreement whereby WMHS shall provide the services to the City at a total cost of $150.00 per pick up (the "Agreement"). Section 3. The execution and delivery of the Agreement, in substantially the form attached hereto as Exhibit A is approved, and the Mayor is authorized to execute the Agreement and to take such other actions reasonably necessary to carry out the intent of this Ordinance on behalf of the City, the execution of the Agreement being conclusive evidence of such approval. Section 4. The Mayor, the City Administrator, the City Attorney and other appropriate City officials are hereby authorized to take any and all actions as may be deemed necessary or convenient to carry out and comply with the intent of this Ordinance and to execute and deliver for and on behalf of the City all certificates, instruments, agreements and other documents, as maybe necessary or convenient to perform all matters herein authorized. Section 5. This Ordinance shall be in full force and effect from and after its passage and approval. Passed this ~~day o~~y~ 2009. ~~ Mayor Kathleen L. Rose A TE City Clerk . ~ liV . WASTE MANAGlMlNT Healthcare Solutiions. COMPANY: Waste Management Healthcare Solutions, Inc. By: ,y~C G~"-- Aulhodzed SlgnaNre (srpnafure also raquhed on secondpage) Name: MefreorStlBfRfi~" inlr.iirt ,l~27 March 2009 Title; Business Development Specialist Date Effective Date of Agreement: of vS a `"~ SERVICES AGREEMENT CUSTOMER: , f;tverside Fire By: I O ufhafied Slgr f (alpnarurea quire on secondpageJ Name: Jeff Ta for - 27 March2009 Title; Dare initial Term: WtliCall This Services Agreement, consisting of the terms and conditions set forth herein, and Exhibit A, andlor Confrmaton Letter(s) and the Profile Sheet(s) entered Into from and after the date hereof from time to Ume (an of the foregoing being collectively referred to as the °Agreement'), is made as of the Effective Date shown above by and between iha Customer named above, on Its and its subsidiaries and affiliates behalf (collectively, "Cus- tomer") and the Waste ManAgement entity nom.,=d above (°lhe Company"). TERMS AND CONDITIONS 1. SERVICES PROVIDED, The Company, Itself or through its sub- sidlaries and affiiates, vrill provide Customer with collection, man- agement, transportation, disposal, treatment, and recycling services (°Services°) for Customers nonhazardous medical waste, solid waste, special waste, andlor hazardous waste (cogacfivaly 'Waste Material") as described on Exhibit A andlor Confirmation Letter(s) andlor applicable Profile Sheets. Medical Waste includes sharps, gauze, bandages, containers, tubing, vaccines, tissue, specimens generated fn the course of diagnosis and medical treatment. Solid Waste means garbage, refuse and rubbish including those whkh are recyclable but excluding Special Waste and Hazardous Waste. Spe- cial Waste Includes polychlorinated biphenyl ("PCB") wastes, indus- trial process wastes, asbestos containing material, peUoleum con- taminated soils, Ueated/de-characterized wastes, Incinerator ash demolition debris and other materials requiring special handling In accordance with appl(cable federal, state, provincial or local laws or regulations, Hazardous Waste means any toxic or radioactive sub- stances, as such terms are defined by applicable Federal, state, provin- cial or local laws or regulatens, NI Waste Material that is generated, handled andlor collected by Customer shall be managed exclusively by Company during the term of this Agreement. When Company handles special or hazardous waste for Customer, Customer will provide Company with a Generators Waste Profile Sheet (°Prohle Sheet") describing all special or hazardous waste, and provide a rep- resentative sample of such waste on request. In the event this Agreement includes Uansportation by Company, Customer shall, at the time of tender, provide to Company accurate and complete documents, shipping papers or manifests as are required For the law- ful transfer of the special or hazardous waste under all applicable federal, state or local laws or regulations. Tender of delivery shall be wnsfdered nonconforming if not in accordance with this Paragraph. 2. CUSTOMER WARRANTIES, Customer hereby represents and wananis that all waste material delivered by Customer to Company shall be in accordance vriih waste descripgons given in this Agree- ment and shall not be or contain any Nonconforming Waste. "Non- conforming Waste' means; (a) nonhazardous Solid Waste that con- tains regulated Special Waste or Hazardous Waste; {b) waste that Is not In conformance with the description of the waste In Exhibit A, the Confirmation Letter(s) or the Profile Sheet Incerporeied herein; (c) waste that (s or contains any infectious waste, radioactive, volatile, WMHS Initia6 corrosive, flammable, explosive, or hazardous waste or toxic sub- stances, as defined pursuant to or listed or regulated under applica- ble federal, stale or local law, except as staled on the Proflle Sheet or Conflrmaflon Letter; or (d) waste that Is prohibited from being re- ceived, managed or disposed of at the designated disposal facliity by federal, state or local law, regulation, rule, code, ordinance, order, permit or permit condition. Customer (Including its subcontractors) represents and warrants that it will mmply with all applicable taws, ordinances, regulations, orders, permits or other legal requirements applicable to the Waste Material. 3. TERM OF AGREEMENT; RIGHT OF FIRST REFUSAL. The Initial Term of this Agreement shad be 36 months, commencing on the Ef- fective Dafe set forth above. This Agreement shall automaflcally re- new thereafter for additional terms of twelve (t2) montlrs each ('Re- newal Term') unless either party gives to the other party written no- tice of termination at least ninety (90) days prior to the termination of the Then-existing term; provided however, that the terms and condi- tions of this Agreement shall remain in full force and effect, In accor- dance with its terms, with respect to any uncompleted or unfinished Service provided for in err Exhibit A, Confirmation Letter andlor Pre- Flle Sheet until such Sertica Is completed. Customer grants !o Com- pany aright of first refusal to match any offer which Customer re- ceives or intends to make after the completion of any Term of th(s Agreement relatlng to any services provided hereunder and further agrees to give Company prompt written notice of any such offer and a reasonable opportunity to respond to IL 4, INSPECTION; REJECTION OF WASTE. Ttle to and liability for Noncenformtng Waste shall remain with Customer at all tlmes. Com- pany shall have the fight to Inspect, anatyze or test any waste deliv- ered by Customer. Ii Customer's Waste Material is Nonconforming Waste, Company can, at its option, reject Norconforming Waste and return It to Customer or require Customer to remove and dispose of the Nonconforming Waste at Customer's expense. Customer shaft Indem- nify, hold harmless (in accordance with Secllon 9) and pay or reim- burse Company for any and all costs, damages and/or tines incurred as a result of or relating to Customer's tender or delivery of Noncon- forming Waste or other failure to comply or conform to this Agree- ment, Including costs of inspection, testing and analysts. 5. SPECIAL HANDLING; TITLE. If Company elects to handle, rather Phan reject, Nonconforming Waste, Company shat( ha,/ve~~the~righ~t to Customer lniiels ~~`y~ manage the same in the manner deemed most appropdate by Com- pany given the charactedsUcs of the Nonconforming Waste. Com- panymay assess and Customer shall pay additional fees associated vrith delivery of Nonconforming Waste, Including, but not limited to, special handling ar disposal charges, and costs assodated vAth dif- ferent quantities of waste, different delivery dates, modifications in opera8ons, speclallzed equipment, and other operaflonal, environ• menial, health, safety or regulatory requirements, Title to and owner- ship of acceptable Waste Material shall transfer to Company upon its final acceptance of such waste. 6. COMPANY WARRANTIES, Company hereby represents and war- rants that (a) Company will manage the Waste Material in a safe and workmanlike manner In full compliance with all valid and appBcabie federal, state and local laws, ordinances, orders, rules and regula- tions; and (6) It wi[i use disposal facilities that have been issued per- mits, licenses, cedificates or approvals requ[red by valid and applica- bielaws, ordinances and regulations necessary to allow the facility to accept, treat andlor dispose of Waste Material. Except as provided herein, Company makes no other warranties and hereby disclaims any other warranty, whether implied or statutory. 7. LIMITED LICENSE TO ENTER. When a Customer is Uansporting Waste Matedal io a Company facility, Customer and its subcontrac- tors shall have a limited license to enter a disposal facility far the sole purpose of off-loading Waste Material at an area designated, and in the manner directed, by Company. Customer shall, and shall ensure that Its subcontractors, comply with alt rules and regulations of the fadlity, as amended. Company may reject Waste Material, deny Cus- tomer or its subcontractors entry to its facility andlor terminate this Agreement in the event of Customer's or its subcontractors' failure to follow such rules and regulations. 8. CHARGES AND PAYMENTS. Customer shall pay the rates set forth on Exhibit A or a Confirmation Letter, which may be modified as provided in this Agreement The rates may be adjusted by Company to account for: any incease in disposal or fuel costs; any rfiange in iha composition of the Waste Matedal; Increased costs due to uncon- lrollabla circumstances, Including, vdthout Ilm(tation, changes in local, state or federal laws or regulations, imposition of taxes, fees or sur- charges and acts of God such as Uoods, fires, etc. Company may also increase the charges to reflect increases fn the Consumer Pdce Index for the municipal or regional area in which the Services are rendered. Increases In charges for reasons other than as provided above require the consent of Customer which may be evidenced verbally, in wdOng or 6y the actions and practices of the parties. All rate adjustments as provided above and in Paragraph 5 shall take effect upon notification from Company to Customer. Customer shall pay the rates In full within 30 days of receipt of each invoice from Company. Customer shall pay a late fee on ail past due amounts ac- auing from the date of the invoice at a rate of eighteen percent (1 B%) per annum or, Ifless, the maximum rate allowed by law. 9. INDEMNIFICATION, The Company agrees to indemnify, defend and save Customer harmless from and against any and all liability (including reasonable attorneys fees) which Customer may be re- sponsiblefor orpay out as a result of bodily injudes {including death), property damage, or any violation or alleged viotatlon of law, to the extent caused by Company's breach of this Agreement or by any negligent act, negligent omissicn or willful misconduG of the Com- pany or Its employees, which occurs (1) during the collection or lransporta0on of Customer's Waste Material by Company, or (2) ae a result of the disposal of Customer's Waste Material, after the date of Ihis Agreement, fn a taciUty owned 6y a subsidiary or aififiate of WMHS Infials r~ S Waste Management, Ina, provided That the Company's indemnifica- tion obliga0ons wilt not apply to occurrences involving Noncontorm- ing Waste, Customer agrees to Indemnify, defend end save the Company harm- lessfrom and against any and all liability {including reasonable aftor- nays tees) which the Company may be responsble for or pay out as a result of bodily injuries (including death), property damage, or any violation or alleged viotatlon of law to the extent caused by Cus- tomer's breach of this Agreement or by any negligent act, negligent omission or willful misconduct of the Customer or its employees, agents or contractors in the pertormance of this Agreement or Cus- tomer's use, operatlon or possession of any equipment furnished by Ehe Company. Neither party shall be liable to the other for cons~uenUal, InGdental or punitive damages arising ouE of the performance of this Agree- ment. 70. UNCONTROLLASLE CIRCUMSTANCES. Except for the obliga- tion tomake payments hereunder, neither party shall be in default for Its failure fn perform or delay In performance caused by events be- yond Its reasonable control, including, but not limited fo, strikes, dots, imposition of laws or governmental orders, tires, acts of God, and Inability to obtain equipment, permit changes and regulations, restric- tions {including land use) therein, and the affected party shall be ex- cusedfrom performance dudng the occurrence of suds events. 11. ASSIGNMENT. This Agreement shall be bind(ng on and shell Inure io the benefit of the parties and their respective successors and assigns. 72. ENTIRE AGREEMENT. This Agreement represents the entire understanding and agreement between the partes relating to the management of waste and supersedes any and all pdor agreements, whether written or oral, between the parties regarding the same; pro- vided that, the farms of any national service agreement behveen the parties shall govern over any Inconsistent terms herein. 13, TERMINATION; LIQUIDATED DAMAGES. Company may im- mediately terminate this Agreement, (e) in the event of Customer's breach of any term or provision of this Agreement, Including failure to pay on a timely basis or (b) ff Customer becomes Insolvent, the sub- jec( of an order for relief in bankruptcy, receivership, reorganization dissolution, or similar law, or makes an assignment for the benefit of its creditors or if Company deems itself insecure as to payment (°De- fault"). Notice of termination shall be in writing and deemed given when delivered In person or by cerGUed ma!I, postage prepaid, return receipt requested. in the event Customer terminates this Agreement prior to the expiratlon of any Initial or Renewal Term for any reason other than as prov(dad herein, or in the event Company terminates this Agreement for Customer's Default, liquidated damages in addl- tbn to the Company's legal fees shall be paid and calwlated as fol- lows: 1) if the remaining Initial Term under this Agreement is six or more months, Customer shall pay its most recant monthly charges multiplied 6y six; 2) if the remaining Initial Term under This Agreement is less than six months, Customer shall pay its most recent monthly charges multiplied by the number of months remaining in the Term; 3) if the remaining Renewal Term under this Agreement is three or more months, Customer shall pay its most recent monthly charges multiplied by three; or 4} if the remaining Renewal Term under this Agreement Is less than three months, Customer shall pay its most recent monthly charges multiplied by the number of months remain- ing In the Renewal Term. Customer acknowledges that the actual damage to Company In the event of tertninatlon is difficult to fix or prove, and the foregoing liquidated damages amamt is reasonable Cusromerlnrials~[,~/ and commensurate with the anticipated loss to Company resulting from such termination and is an agreed upon fee and Is not Imposed as a penalty. Collection of liquidated damages by Company shall be in addition to any rights or remedies available to Company under this Agreement or at common law. 14. MISCELLANEOUS. (a) The prevailing party will be entitled to re- cover reasonable fees and court costs, including attorneys' fees, in interpreting or enforcing this Agreement. In the even# Customer fails to pay Company all amounts due hereunder, Company vrill be end- ued to collect aI! reasonable collection costs or expenses, including reasonable attorneys fees, court costs or handling fees for returned checks from Customer; (b) The validity, interpretation and perform- ance ofthis Agreement shall be construed fn accordance with the law of the state In which the Services are performed; (c) If any provision of this Agreement is declared Invalid or unenforceable, than such provisbn shatl be deemed severable from and shall not affect the remainder of this Agreement, which shall remain In full force and ef- fecl; (d) Customer's payment obligation for Services and the Warran- ties and IndemniBdatlon made by each party shall survive termination of this Agreement. Agreed & Accepted WMHS Signed: CUSTOMER Signed: G~z,.J Exhibit A Customer and Pricing Detail Service Address 1 NAME Riverside Fire Department CONTACT Jeff Taylor ADDRESS City, State, Zip Riverside, MO PHONE 816-372-9101 FAX 816-372-9111 E-MAIL Jetaylorr?a.citvofriversidemo.com 6111ing Address NAME Riverside Fire Department CONTACT Jeff Taylor ADDRESS City, State, Zip Riverside, MO PHONE 818-372-9101 FAX 816-372-8111 E-MAIL JetaylorCcDcityofriversidemo.corn ~: - 1Naste Managi?)rlefli's PrQitosal°for'Med laa`I 1N~ste Pt cK=up $efvice :r ' ,. 51ze of Rate per Plck Up Name of Location Address Ci St Q Container Fre UnIE Char a Total Riverside Flre Oepertrnent Riverside MO yC 28 Gallon Will $150.00 NIA $150.00 Mall eadc Cell WMHS InNals ~ Customer Initials ~""~ ~ Mayoor Sharma Business Development Specialist wr i Healthcare Solutions- Corporate 1001 Fannin St. Suite 4000 Houston, Texas 77002 OfFlce(713)265-1558 Fax 1-866-270-4397 msharma®wm.com WMHS In~als Vials Cusbmerln4