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Transportation and Recycling of Electronices (American Electronic Recycling) AGREEMENT Transportation and Recvclinl! of Electronics for Collier County .,,,ci '- THIS AGREEMENT, made and entered into as of this c>{ day of I}(O <..,10" , 2008, by and between American Electronic Recycling, LLC, 1500 Independence Blvd., Suite 260, Sarasota, Florida 34234 hereinafter called the "Contractor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": 1. COMMENCEMENT: This Agreement shall commence after receipt of the Notice to Proceed, in the form of a letter from the Project Manager or his designee. The contract shall be for a one (1) year period, and terminating one (I) year from that date. The County reserves the right to renew said contract, with the consent of the Contractor, for three (3) additional one (1) year periods under the same terms and conditions. 2. STATEMENT OF WORK. The Contractor shall provide recycling and de-manufacture of electronics, hereinafter "Work" in accordance with the terms and conditions of Attachment A, Contractor's proposal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Contractor and the County, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION: All services identified in this Agreement will be provided by the Contractor at zero (0) cost to the County. Additional services as required shall be mutually agreed upon in writing by the Solid Waste Department Director or his designee, and Contractor. 4. NO PARTNERSHIP: Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 5. PERMITS, LICENSES, AND TAXES: In compliance with Section 218.80, Fla. Stats, all permits necessary for the prosecution of the Work shall be obtained by the Contractor. Payment for all such pennits issued by the County shall be processed internally by the County. All non County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, and the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 6. TERMINATION: If Contractor's performance is not satisfactory to the County, the County may terminate this Agreement immediately for cause. The County shall be sole judge of non-performance and of non-satisfactory performance, and may detennine same in its sole discretion. The County may terminate this Agreement for convenience with a seven (7) day written notice. The County's exercise of the right to terminate shall not release the Contractor from its obligation to pay damages incurred by the County or the State of Florida due to any breach by the Contractor. In the event that the Contractor suspends business, or if Contractor is declared to be in default of this Agreement, the County reserves the right to reclaim any or all Electronics in Contractor's possession or control. 7. NO DISCRIMINATION: The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 8. INSURANCE: The Contractor shall provide insurance as follows: A. Commercial General Liabilitv: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent contractors; Products and Completed Operations and Contractual Liability. (Occurrence Form) patterned after the 1985 I.S.0. form with no limiting endorsements. B. Workers' Compensation: Insurance covering all employees meeting Statutory Limits In compliance with the applicable state and federal laws. Co Automobile Liabilitv: Coverage shall have minimum limits of $1 ,000,000. Special Requirements: Collier County shall be listed as the Certificate Holder and included as an "Additional Insured" on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. Renewal certificates shall be sent to the County 30 days prior to any expiration date. There shall be a 30 day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. Contractor shall provide County with certificates of insurance meeting the required insurance provisions. 9. NO IMPROPER USE OF COUNTY FACILITIES: The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend this Agreement. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension shall continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. CONTRACT ADMINISTRATION: This Agreement shall be administered on behalf of the County by the Solid Waste Management Department. 11. SUBCONTRACTORS AND OTHER END-MARKET PARTICIPANTS: Within a reasonable time ,defined as at least ten (10) days prior to performing the Work, Contractor shall furnish to County a list of all subcontractors, and of all buyers of electronics or components or materials thereof, which Contractor intends to involve when Contractor performs Work. On this list, Contractor will describe the part which each subcontractor or buyer may play in the performance of the Work. Concurrently with furnishing of the list, Contractor will provide all insurance certificates and evidences of Permits that this Agreement requires under Section 5 with respect to such firms or persons. The requirements of this paragraph shall apply on a continuing basis throughout the tenn of this Agreement, such that Contractor continually updates the list to add and delete subcontractors and buyers as needed, within a reasonable time in advance of their involvement in the Work. 2 Further special requirements apply to end-market participants. The Contractor shall identifY in writing to the County and to Department of Environmental Protection (DEP), a reasonable time in advance of use or transaction, (i) all processing / recycling / disposal subcontractors Contractor uses for disposal and/or recycling of cathode fay tube and other electronics, lead-bearing or mercury-bearing components, and other residuals, or to otherwise provide an end market for equipment (monitors, TVs, CPUs, printers, phones, etc.), recovered components (chips, drives, circuit boards, batteries, etc.) or recovered materials (ferrous metal, nonferrous metal, cones, leaded glass, plastic, etc.) and (ii) all other end-market participants to whom Contractor intends to transfer possession or title to electronics or materials or components thereof, and in each case shall describe the particular function involved. Hereafter, all of these persons may be referred to as "end-market participants." Neither the County nor DEP shall have any obligation to review any of these end-market participants, but if the County and/or DEP choose to do so, Contractor will cooperate to facilitate that review, which may include a compliance audit at the end-market participant's facilities. Contractor's use of end-market participants shall be subject to non-objection by the County and DEP, that is, Contractor shall not use any end-market participant to which the County and/or DEP objects. When Contractor identifies an end-market participant to County and to DEP, Contractor shall concurrently furnish proof of agreements by which the end-market participant will perform its intended function, in the form of (i) letters of agreement/contract, or sworn affidavits, on subcontractor letterhead, or (ii) copies of other agreements/contracts. These documents must in each case indicate scope of agreement, dates and signatures, and shall include the specific materials/components involved, the time period for which the agreement or affidavit is valid, and a general description of the type of disposition (precious metal recovery, sale to repair facility, resale to public, secondary lead smelter, etc.). Ifmaterials are being exported, documentation must indicate that the materials are being bought for a reasonable, commercial value, that is, for more than a token value. Contractor shall report to County if an end-market participant is not (or is no longer) going to be used in the performance of the Work, whether due to objection under this Section II or other reasons. If changes are proposed in the arrangements Contractor has with an end-market participant, Contractor shall promptly notifY County and DEP in writing a reasonable time prior to the change. Implementation and continued effectiveness of the change, as it affects electronics or any components or materials thereof, is subject to non-objection by County and DEP. 12. MAINTENANCE OF RECORDS /AUDIT / ACCESS TO RECORDS. The Contractor shall maintain books, records, documents and other evidence ("Records"), directly pertinent to performance of the Work in accordance with all applicable laws, industry standards, generally accepted accounting principles and practices consistently applied and any reasonable requirements which County may request in writing from time to time. The County, DEP, the State, the Federal government and any of their authorized representatives shall have access to all Records for the purpose of inspection, audit and copying, during the term of this Agreement and for so long as the materials are retained. All Records shall be retained for at least three (3) years following Agreement completion. In addition, the Contractor shall retain materials concerning hazardous waste generated from the Electronics for a period of at least ten (10) years or such longer period oftime as may be required by law or industry practice. If Work is subcontracted, Contractor shall require each subcontractor to maintain, retain and allow access to Records to the same extent as would be required of Contractor under this section 12. 13. INDEMNIFICATION: To the maximum extent permitted by Florida law, Contractor shall indemnifY and hold harmless owner, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification 3 obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This paragraph shall not be construed in any way to alter the State's waiver of sovereign immunity or extend the parties liability beyond the limits established in Section 768.28, Florida Statutes. 14. IMMIGRATION LAW COMPLIANCE: By executing and entering into this agreement, the Contractor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.c. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 15. MISCELLANEOUS A. The Contractor or the County may upon initiation of either party amend this Agreement in writing to cure any ambiguity, defect, omission or to grant any additional powers, or to confer additional duties which are consistent with the intent and purpose of this Agreement subject to mutual agreement of such amendment by both parties. B. Contractor represents and warrants either (i) that neither it nor any person or organization affiliated with it is on the convicted vendor list following a conviction for a public entity crime, or (ii) that neither it nor any person or organization atTiliated with it was so placed on that list within the last 36 months. C. The failure of County at any time to require performance by the Contractor of any provisions hereof shall in no way affect the right of County thereafter to enforce same. Nor shall waiver by the County of any breach of provisions hereof be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of any provision itself. D. The Contractor shall notifY the County within forty-eight (48) hours of notice of any legal or regulatory actions, or notices of violations taken against the Contractor or subcontractors utilized within the scope ofthis Agreement. E. Within ten (10) days of approval of the Agreement, the Contractor shall submit a complete list of all I) Consent Orders, 2) Notices of Violation, and 3) Warning Notices, the Contractor and each subcontractor has received in the United States, for the three (3) years prior to submission. F. If any provision of this Agreement is or becomes unenforceable as a matter of law, it shall invalidate only to extent of the unenforceability, and it shall not invalidate any other provision of this Agreement. G. Contractor understands and agrees that its agreement hereunder is with the County, and that the DEP is not liable for any payments, expenses or liabilities under this Agreement. H. The Contractor may not assign or delegate this Agreement or any of its rights or duties hereunder without the prior written consent of County. 16. NOTICES. All notices from the County to the Contractor shall be deemed duly served if by hand, by fax, e-mail, or mailed by registered or certified mail to the Contractor at the following Address: B.A. (Trip) Alford American Electronic Recycling, LLC 1500 Independence Blvd., Suite 260 Sarasota, Florida 34234 Phone: 941-751-6141, fax: 941-751-9843 4 All Notices from the Contractor to the County shall be deemed duly served if by hand, by fax, e-mail, or mailed by registered or certified mail to the County to: Collier County Government Center Attn: Steve Carnell, Purchasing and General Services Director Purchasing Department - General Services Building 330 I Tamiami Trail, East Naples, Florida 34112 Phone: 239-252-8371, Fax: 239-732-0844 The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. IN WITNESS WHEREOF, the Contractor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. 'r'j ~~/~ ATTEST: ..(> Dw,i, t Ej3roc~lerk of Courts _c n " B :' ., ~t~d: . 'rxl~~ . " .:.. . (Seal) Attest ;5 to Chdfn&4n I II gnatllre 011,. BOARD OF COUNTY COMMISSIONERS COLLIER C UNTY LORTDA 1<r<tIvI.PJ ()J JJ:, +f (L(~ First Witness r.tZc, c b eJ iu:;{-ItU!.z TypelPrint Witness Name ~ec~tv1L- JkJ~ 6/''5o([:je..l'1. TypelPrint Witness Name American Electronic Recycling, LL Contractor , By: b, A. A-Lro~D Typed Signature ~i2.FS /L/ CtJ T Title Approved as to form and Legal sufficiency: ~7r1~ Se61t T vavh Cd lea') (:sr'eene 8ep1rty County Attorney Its<:,s-!-ant" 5 ATTACHMENT-A Contractor's Proposal American Electronics Recycling, LLC is submitting a proposal for transportation and recycling of electronics from Collier County. Electronics will be collected at: . Collier County Landfill, 3730 White Lake Blvd, Naples, FL 34117 . Naples Recycling Center, 2640 W Enterprise Ave, Naples, FL 34104 . Immokalee Transfer Station, 700 Stockade Road, Immokalee, FL 34142 . Other sites may be added as necessary SCOPE OF WORK: The American Electronics Recycling (AER) will provide each of the sites listed above with an adequate number of storage and transport containers to hold electronics and safely transport them to their recycling facility, i.e. one (I) forty (40) yard open top box per week. AER will provide pick up and exchange of these containers from the Collier County Landfill at minimum every week or on an as -needed basis. As needed to be determined by Collier County. AER will have each load weighed at either the Collier County Landfill or the Immokalee Transfer Station AER will recycle the electronics collected at each of the sites listed above which will provide a certificate of recycling to Collier County Solid Waste Management Department AER is capable of expanding the above list services to other sites as needed for future growth within Collier County AER will provide a recycling facility tour if requested by Collier County SWMD AER will ensure security process to include, but not limited to: . Labeling and tracking ofloads ITom the time of pick-up throughout the entire recycling process . Removing the asset and customer identification tags from each item . Performing sanitization, or overwrites, on each item to purge the data . Degaussing all hard drives, floppy disks, magnetic tape, and other IT media . Video monitoring of drives and other IT media throughout the shredding process . Data destruction on optical mcdia . Controlled access to secure areas in which sensitive hardware can be held under extra protection while the material is assessed and the data is destroyed . Providing a Certificate of Destruction to Collier County . Ensure that the electronics will not be sent out of country for processing AER will comply with all applicable laws, rules, and regulations AER will provide all documentation as required by applicable EPA, DOT, Florida DEP, and Collier County Florida, to include but not limited to: . Recycling Manifests . Waste Manifests . Shipping Papers . Registration, Permits, Insurance, Certificate of Liability, OSHA Training, Fire Department Facility Approval . Detailed per load invoicing to Include Pounds of Material Received 6 . Semi Annual Report AER will charge a fee of $0.00 cents per pound to Collier County; this includes all the above services, entire loads electronic materials placed in containers. Loads will not be palletized. 7 ACORD.. CERTIFICA TE OF LIABILITY INSURANCE DATE (MMIDDNYYY) 11/21/2008 PRODUCER (330)650-1948 FAX: (330)650-1074 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Carriage Insurance Group ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR 44 Clinton Street ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Hudson OH 44236 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: Westfield Insurance Co. 24112 American Electronic Recycling, LLC INSURER B: Cincinna ti Insurance 10677 The Pro trade Group, LLC INSURER c:Westfield National 24120 77 Milford Dr. Suite 219 INSURER D: Hudson OH 44236 INSURER E THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES AGGREGATE LIMITS SHOWN MAY HAVF RFFN RFOlI(:Fn RY PAin (:1 AIMS lIN:: I~~~F TYPE OF INSURANCE POl.ICY NUMBER P8k+~~~~5gii~f Pgk!fJ(~~~~$IN LIMITS ~NERAl. LIABILITY EACH OCCURRENCE $ 1,000,000 ~ 3MMERClAl GENERAL LIABiliTY ~~~~~~J9lENT~~ rl .<>\ $ 500,000 A - CLAIMS MADE [i] OCCUR CMM3186490 4/17/2008 4/17/2009 MED EXP fArl one oersonl $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 -il'~ AGG:EnE )L1MIT AnE~ PER PRODllrT"'- _ rnMPIOP AGG $ 2,000,000 X POLICY ~f8T LOC ~TOMOBIl.E LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 ~ ANY AUTO (Eaaccident) A - ALL OWNED AUTOS CMM3186490 4/17/2008 4/17/2009 BODILY INJURY (Per person) $ - SCHEDULED AUTOS - HIRED AUTOS BODILY INJURY (Peraccidenl) $ - NON-OWNED AUTOS PROPERTY DAMAGE $ (Per accident) ~~GE LIABILITY AUTO ONLY - EA ACCIDENT S ANY AUTO OTHER THAN C^ ^C' $ AUTO ONLY' AGG $ ~~SSIUMBRELLA LiABIl.ITY CAcH NCC $ 5,000,000 X OCCUR 0 CLAIMS MADE AGGREGATE $ 5,000,000 I $ B ==i ~EDUCTlBLE CCCl154042 4/17/2008 4/17/2009 $ RETENTlnN ot . C WORKERS COMPENSATION AND I WCSTATU-~I OJ~- EMPLOYERS' LIABILITY 500,000 ANY PROPRIETORJPARTNERJEXECUTIVE E.L. EACH ACCIDENT $ OFFICERJMEMBER EXCLUDED? WCP31BB714 4/17/2008 4/17/2009 E.L. DISEASE - EA EMPLOYEE $ 500,000 If yes. describe under EL DISEASE - POLICY liMIT $ 500,000 SPECIAL PROVISIONS below OTHER DESCRIPTION OF OPERATIONS/l.OCATIONSIVEHICL.ESIEXCl.USIONS ADDED BY ENDORSEMENT/SPECIAl. PROVISIONS certificate holder is listed as an additional insured. CERTIFICATE HOLDER CANCELLATION Collier County Government The Purchasing Building 3301 East Tamiami Trail Naples, FL 34112 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELl.ED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER Wll.L ENDEAVOR TO MAIl. 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE l.EFT, BUT FAIl.URE TO 00 SO SHALl. IMPOSE NO OBLIGATION OR LIABiliTY OF ANY KIND UPON THE INSURER ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE William Landess/JULI ~--::;;:~..-<.~- -..~_-:~:~~..~- @ACORD CORPORATION 1988 ACORD 25 (2001/08) It..Il:.n?J; 1(\1"0\ "O~ P~n" 1 ",?