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HomeMy WebLinkAboutNCG030517_2021 DMR_20220121COVAND Environmental Solutions January 21, 2022 Josh Soto Mickey Truck Bodies, Inc. "Customer" 1305 Trinity Ave. High Point, NC 27261 Proposal for Waste Disposal CES Proposal No.: OP27480-13 Covanta Environmental Solutions, LLC ("CES") is pleased to provide Mickey Truck Bodies, Inc. this comprehensive CES Proposal No: OP27480-13 for Waste Disposal, which outlines the scope of work, pricing and terms. CES is committed to providing our clients with environmentally superior solutions for their waste materials and environmental service needs, while lowering their risk, improving their compliance performance and meeting their sustainability goals. We are confident in our ability to deliver effective results through safe and smart solutions and look forward to servicing Mickey Truck Bodies, Incas needs. About Us Covanta Environmental Solutions, LLC, a subsidiary of Covanta Holding Corporation (NYSE: CVA), and through its affiliates, offers comprehensive industrial material management, transportation, and field services to companies seeking solutions to some of today's most complex environmental challenges. With a nationwide network of solid and liquid material processing, recycling facilities and disposal options, CES enables customers to mitigate risk and reach their sustainability goals. Our Commitment We strive to deliver our clients the safest, most sustainable and reliable environmental services possible. From assuring the destruction of materials to converting liquids into a clean, renewable resource, we assist more than 3,500 customers across North America annually in identifying opportunities to minimize the environmental impact from their waste, while finding beneficial usage of materials. Risk Management We pride ourselves on our ability to manage risk and provide assurance to our valued customers Sustainability We help our customers achieve their Zero -Waste -to -Landfill, circular economy and other sustainability goals while virtually eliminating their long-term environmental liability exposures. Superior Operations In all that we do, we strive to ensure that our services, facilities and activities are managed in a compliant and environmentally responsible way that is good for our business, our society and our planet. Brand Preservation In addition to destroying unwanted inventories, we work with our customers to find ways to reuse or recycle waste and go the extra mile in protecting brands from potential downstream liabilities. pp. 1 of 9 COVANTA Environmental Solutions ATTACHMENT 1 SERVICES Pricing and Scope We are pleased to provide the following package, including: Assistance in the completion of the Material Characterization A Certificate of Materials Annual management reports Form Management and recycling certificates Mickey Truck I Bodies, Inc. 1 1305 Composting Drums CES -Asheboro I Trinity Ave., High of non -hazardous 2242 Carl Drive, 1 D-55 $74.14 N/A Point, NC tectyl 3335 disposed Asheboro, NC Mickey Truck Bodies, Inc. 1 1305 Haz Waste Disposal Trinity Ave., High Drums of hazardous Ecoflo - Greensboro 1 D-55 $291.67 N/A Point, NC paint disposed Mickey Truck Haz Waste Disposal Bodies, Inc. 1 1305 Drums of hazardous Trinity Ave., High off spec/solids paint Ecoflo -Greensboro 1 D-55 $516.41 N/A Point, NC disposed Mickey Truck Oil Recovery Gallons CES -Asheboro Bodies Inc. 1 1305 of non -hazardous Trinity Ave., High waste oil disposed 2242 Carl Drive, 1 Gal $0.42 $0.00 Point, NC for recycling Asheboro, NC Mickey Truck Oil Recovery Gallons CES -Asheboro � Bodies, Inc. 1 1445 of non -hazardous 2242 Carl Drive, 1 Gal $0.42 N/A Trinity Avenue, High waste oil disposed Asheboro, NC Point, NC for recycling Mickey Truck Oil Recovery Gallons Bodies, Inc. 1 298 of non -hazardous CES -Asheboro West triad Blvd. Hw waste oil disposed 2242 Carl Drive, 1 Gal $0.42 N/A 29/70, Thomasville, for recycling Asheboro, NC NC pp. 2 of 9 COVAND Environmental Solutions Mickey Truck Oil Recovery Gallons I Bodies, Inc. 16561 of non -hazardous CES -Asheboro ! Middle Point Road, waste oil disposed 2242 Carl Drive, 1 Gal $0.42 N/A High Point, NC for recycling Asheboro, NC j Spent solvent, f' polymerized Ecoflo - Greensboro J 1 LB $4.01 $1,670.00 adhesive { Gasoline Recovery CES -Asheboro diesel fuel 2242 Carl Drive, 1 D-55 $73.76 N/A Asheboro, NC Haz Waste Disposal Used oil with Halogens Ecoflo - Greensboro 1 T-275 $1,500.00 N/A 62AEM-004 Haz Waste Disposal Used oil with Halogens Ecoflo - Greensboro 1 T-275 $750.00 N/A 62AEM-004 Additional Services,Supplies,- Van Trailer -Flat CES -Asheboro Rate 2242 Carl Drive, 1 Ea $204.17 N/A Asheboro, NC Vacuum Straight CES -Asheboro Truck, Hourly- 2242 Carl Drive, 1 Hr $116.67 N/A Straight Time Asheboro, NC Mickey Truck Bodies, Inc. 1 298 e-Manifest Service CES -Asheboro West triad Blvd. Hw Fee 2242 Carl Drive, 1 Ea $25.00 N/A 29/70, Thomasville, Asheboro, NC NC CES -Asheboro Fuel Surcharge 2242 Carl Drive, 1 Ea $1.00 N/A Asheboro, NC CES -Asheboro Box Truck - Flat Rate 2242 Carl Drive, 1 Ea $481.05 N/A Asheboro, NC Applies to transportation services only. For more Fuel Surcharge information, please visit our Fuel Surcharge FAQ www.covanta.com/customer-support/ces-fads. pp. 3 of 9 COUNTA Environmental Solutions Environmental, Insurance, and Security (EIS) Fee 12.6% of total invoice, excluding local, state, and federal taxes and fees CES appreciates the opportunity to provide this Proposal for your consideration, and we look forward to working with you on this project. You may authorize this work by returning an executed copy of this Proposal to CES. This Proposal and all pricing are valid for 30 days and are subject to change. If you have any questions or require additional information, please do not hesitate to contact me or our customer care team at 1-800-950-8749. Thank you, Patricia Foscue Phillips CES - Solutions Sales Manager pphillipslCoDcovanta.com COVANTA Environmental Solutions pp. 4 of 9 COVANTA Environmental Solutions Service Agreement In consideration of their mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Covanta Environmental Solutions, LLC ("CES"), located at 445 South Street, Morristown, New Jersey 07960 and Mickey Truck Bodies, Inc. 298 West Triad Boulevard Thomasville, NC 27261 ("Customer") hereby agree to the terms of this Service Agreement (the "Agreement"). 1. Services. CES shall itself, or through its affiliates or subcontractors, perform the services as described in the Proposal Waste Disposal (the "Proposal") as attached as Attachment 1 (the "Services"). Any conflict between the terms in the Agreement and any Proposal or other Attachments shall be resolved in favor of (a) the Agreement, then (b) the Proposal and then (c) other Attachments. Each of the documents may expressly state that it takes precedence over one or more of the preceding documents and in such case, shall control for that specific conflict. a. In the event that the Services include processing and/or disposal of non -hazardous waste ("Waste'), Customer shall provide CES with any and all documentation required by applicable law, including a written, detailed description or analysis of such Waste ("Profiled Waste") listing its physical and chemical characteristics, and any appropriate and necessary safety and handling instructions that are material to the processing and disposal of such Profiled Waste (a "Material Characterization Form" or "MCF"). Profiled Waste does not include Unacceptable Waste or Hazardous Waste, as defined below. Where requested by CES, Customer shall make available a representative sample of the Profiled Waste to be provided. Service commencement with respect to a Profiled Waste shall only occur after CES has issued a written approval to the Customer which approval shall become part of this Agreement. i. Any Profiled Waste that (a) does not conform to the description contained in the MCF; (b) cannot be transported, processed or disposed by CES in accordance with applicable law, CES's permits, or the physical requirements of its facilities; or (c) has not been approved in writing by CES, shall be considered Nonconforming Waste. Title to Profiled Waste shall only vest in CES or its subcontractor, as applicable, upon acceptance of such Profiled Waste by CES at a CES facility or by subcontractor at subcontractor's facility. CES shall be entitled to reject any and all Nonconforming Waste, and in no event shall title to or liability for any Nonconforming Waste ever vest in CES or its subcontractor. If CES rejects any Nonconforming Waste, CES, shall notify Customer within a reasonable amount of time, and Customer shall either retrieve such Nonconforming Waste, or CES will arrange for transportation and disposal of Nonconforming Waste on Customer's behalf at Customer's sole cost. ii. Nothing contained within this Agreement shall be construed or interpreted as requiring CES to assume the status of "Generator," as that term appears within any federal, state or provincial statute or regulation governing the treatment, storage or disposal of Profiled Waste. iii. CES reserves the right, in its sole discretion, to interrupt Services at anytime. b. In the event that the Services include transportation, processing, and/or disposal of Hazardous Waste ("Hazardous Waste"), Customer shall provide CES with any and all documentation required by applicable law, including a written, detailed description or analysis of such Hazardous Waste listing its physical and chemical characteristics, and any appropriate and necessary safety and handling instructions that are material to the processing and disposal of such Hazardous Waste. Hazardous Waste shall mean any waste which is listed, has the characteristics of, or is otherwise identified as a hazardous waste or subject waste under applicable state or federal laws or regulations, including without limitation the Resource Conservation and Recovery Act of 1976 (42 U.S.C. et seq. and the regulations promulgated thereunder). Where requested by CES, Customer shall make available a representative sample of the Hazardous Waste to be provided. Service commencement with respect to Hazardous Waste shall only occur after CES has issued a written approval to the Customer which approval shall become part of this Agreement. c. In the event that the Services include Customer or Customer's subcontractors transporting Profiled Waste to a CES facility, Customer and its subcontractors shall have a limited license to enter the disposal facility for the sole purpose of off-loading Profiled Waste at an area designated, and in the manner directed, by CES. Customer shall, and shall ensure that its subcontractors, comply with all rules and regulations related to disposal of Profiled Waste at the facility, including, but not limited to, access routes to the facility, receiving hours, scale house use, and tipping floor safety. CES may reject Profiled Waste or Hazardous Waste, deny Customer or its subcontractors entry to its facility and/or terminate this Agreement in the event Customer or subcontractor's fail to follow such rules and regulations. Customer or Customer's subcontractor shall maintain levels of insurance required by CES under Section 7 for entrance to the disposal facility and shall comply with the requirements of CES with respect to additional insured status and waiver of subrogation. pp. 5 of 9 COVANTA Environmental Solutions d. In the event that the Services include transportation of Profiled Waste or Hazardous Waste, neither CES nor its affiliates or subcontractors shall have ownership of or title to such materials during transit, and shall only be responsible for their transport in accordance with applicable law, customary good and prudent operating practices, and Customer's direction for all pick-up and delivery locations. If Customer provides its own transportation, or arranges for transportation on its behalf, Customer or its subcontractors shall comply with all safety rules and requirements associated with the respective CES site that will be receiving Profiled Waste, or transferring Hazardous Waste, as the case may be, including but not limited to those posted at www.covantaes.com, and shall obtain, or use only third party transporters that have obtained, all necessary consents, permits, or licenses necessary to transport materials. e. In the event that the Services include work on Customer's site, Customer shall inform CES of any known hazards or risks associated with its site, and Customer represents and warrants that it maintains and shall maintain a safe working environment for CES's personnel. In the event that CES discovers any hazardous or unsafe working condition, with such determination made in CES's sole discretion, CES shall have the right to immediately cease performance under this Agreement and shall notify Customer of such unsafe condition. Customer shall immediately take action to mitigate such unsafe condition, and CES shall be under no obligation to continue performing any of the Services until such action is complete and the site is safe. Customer shall inform CES in writing of any site - specific requirements or conditions that will impact the performance of the Services prior to the commencement of Services. Customer shall ensure unobstructed access to Customer's site and area to be serviced. f. In the event of a spill or release of waste delivered by Customer while such waste is in Customer's control, Customer shall contain and clean up the spill or release in accordance with applicable laws and CES guidelines, and shall reimburse CES for all costs, expenses fines and penalties in connection with such spill or release. Profiled Waste delivered by a carrier which has contracted with CES or Customer for delivery is deemed to have been delivered by Customer for the purposes of this Agreement. 2. Fees/Payment/Taxes. The pricing associated with the Services shall be set forth in this Proposal. CES reserves the right to modify pricing to include pricing for new services and/or adjust current pricing for existing Services. If pricing is modified, CES shall provide a thirty -day written notification to Customer. A change in scope or additional time and materials will incur additional costs to Customer and will be charged at the standard list price. Additional fees will apply for a scheduled load that does not arrive at the specified destination. Additional fees will apply for a load that does not conform to the profile. Each invoice total shall be subject to the current Environmental, Insurance, and Security Fee set forth on CES's website located at www.covantaes.com which shall be exclusive of any taxes or fees imposed by any governmental agency. In the event that the Services include transportation, each invoice may also include toll charges and a fuel surcharge. Customer shall make payment within 30 days of the date of CES's invoice. Customer shall be responsible for the payment of any sales taxes, federal, state, local, or facility -specific fees, associated with the Services. Amounts owed to CES after each invoice due date shall accrue interest each day such invoice is not paid at the maximum rate permitted by applicable law. Customer shall also pay CES's reasonable investigation costs and attorney's fees for purposes of collection of amounts owed by Customer. At CES's option, based on the results of a credit check, CES may require, and Customer shall provide as security, an escrow fund or a payment bond sufficient to cover the performance of the Services. A fee of $35.00 will be charged on all returned checks. 3. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE SERVICES OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IT BEING AGREED THAT THE SERVICES ARE PROVIDED PS IS". 4. Indemnification. Each party (the "Indemnitor") hereto shall defend, indemnify and hold harmless the other party and its respective partners, parent companies, subsidiaries, affiliates and Client Communities, as defined below (an "Indemnified Party"), from and against any and all costs, losses, damage, suits, liability and expenses (including, but not limited to, reasonable investigation and legal expenses) arising out of any claim for loss of or damage to property, and injuries to or death of persons, including Indemnified Party's employees, caused by or resulting from (i) a breach of this Agreement, (ii) negligence or willful misconduct of the Indemnitor, its employees, haulers, contractors, subcontractors or agents, or (iii) a failure to comply with applicable law, except to the extent that such damages or loss are caused by the Indemnified Party's own negligence or willful misconduct. Said duties to indemnify, defend and hold harmless shall survive the termination of this Agreement. "Client Community" shall mean a municipality or governmental agency for which an affiliate of CES operates a facility. 5. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, OR IN ANY OTHER CAUSE OF ACTION WHATSOEVER. CES'S LIABILITY UNDER THIS AGREEMENT IS LIMITED TO FEES PAID UNDER SECTION 2. 6. Compliance with Law; Force Majeure. The parties shall comply with all applicable local, state and federal laws in connection with its performance of and activities in connection with this Agreement. Customer shall also comply with the work and safety rules pp. 6 of 9 COUNTA Environmental Solutions promulgated to govern operations at the Facility provided in advance or posted conspicuously at the Facility. Except for the obligation to pay for services rendered, no parties hereto shall be liable for its failure to perform hereunder to the extent such failure is due to events beyond its reasonable control, including, but not limited to, strikes, riots, war, fire, epidemic or acts of God, herein called "Events of Force Majeure." The financial inability to perform of a party is not an Event of Force Majeure. 7. Insurance. Each party shall maintain, and furnish to the other, upon request, certificates attesting to the existence of, workers' compensation insurance providing statutory benefits, employer's liability insurance with policy limits of not less than $1,000,000, automobile and commercial general liability insurance with policy limits of not less than $2,000,000 each occurrence for bodily injury or death and property damage, and pollution liability insurance having a minimum limit of $2,000,000 per occurrence. If Customer or its hauler is responsible for transportation of waste, a broad form pollution liability for transportation and MCS-90 endorsement should be included in pollution liability policy. Each party shall notify the other party at least 30 days prior to cancellation or non - renewal of any policy covered thereunder. Each party shall cause the aforesaid liability policies (with the exception of workers' compensation and employers liability) to be duly and properly endorsed by its insurance underwriters as follows: a) to provide an endorsement naming as additional insured, and waiving subrogation in favor of, the Indemnified Parties; b) to contain a standard cross liability and severability clause; c) to provide that said insurance shall be primary in with respect to CES's insurance, which shall be secondary and non-contributing at all times; and d) to provide contractual liability coverage. 8. Term/Termination. This Agreement commences on the date accepted by Customer and continues in effect until terminated by either party. This Agreement may be terminated by either party for convenience upon 30 days' prior written notice. In the event of termination or expiration, all unpaid invoices and amounts owed by Customer shall be immediately due and payable; and the provisions of this section shall survive termination or expiration of this Agreement. 9. Choice of Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New Jersey without giving effect to any choice or conflict of law provision or rule. 10. Confidentiality. CES and Customer shall treat as confidential and not disclose to others during or subsequent to the term of this Agreement, except as is necessary to perform this Agreement, any information regarding the other party's plans, programs, plants, processes, products, costs, equipment, operations or customers which may come within its knowledge in the performance of this Agreement. This clause does not prevent disclosures required by law. The foregoing obligations shall survive the termination of this Agreement for a period of 3 years. 11. Advertising/Publicity. Neither party shall use the name of the other party or any of its affiliates or related companies or customers in any publicity or advertising or disclose any information related to the existence of this Agreement or the terms and conditions of this Agreement hereof, without the prior written consent of the other party. 12. Entire Agreement/Merger. In the event that a fully executed agreement is already in place between Customer and CES, that agreement shall continue to remain in full effect. If no agreement exists prior to the acceptance of this Proposal, this Agreement together with any written approvals from CES to Customer, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. Preprinted terms and conditions on any purchase order issued by Customer, or terms and conditions included in Customer's vendor set up process, under this Agreement are superseded in their entirety by this Agreement and without force or effect, even if CES signs the purchase order or acknowledges such terms to be set up as a vendor in Customer's systems and whether such signature or acknowledgement occurs prior to or after the execution of this Agreement. Under no circumstances will CES's acknowledgement of any such terms be considered an amendment to this Agreement. All purchase orders must include a reference to this Agreement. In the event of any inconsistency between the statements in the body of this Agreement and any written approval letter from CES to Customer, the statements in the body of this Agreement shall control. 13. Amendment/Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. 14. Assignment. Neither party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the assigning or delegating party of any of its obligations hereunder. Notwithstanding the foregoing, CES may assign or delegate its rights or obligations under this Agreement to an affiliate without the consent of Customer. pp. 7 of 9 COUNTA Environmental Solutions 15. No Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 16. Successors/Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. 17. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 18. Counterparts. This Agreement may be executed in one or more counterparts, each of which is an original, and all of which together constitute only one agreement between the parties. The signatures of all the parties do not need to be on the same counterpart for it to be effective. Delivery of an executed counterpart's signature page of this Agreement[, by facsimile, electronic mail in portable document format (.pdf) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, has the same effect as delivery of an executed original of this Agreement. 19. Signer Authority. Each party hereby warrants that the person signing this Agreement has full authority from such entity to sign this Agreement. 20. Notice. Notices under this Agreement shall be in writing and shall be sent to each party at its address as set forth in the Proposal or, in the event of a change in any address, then to such other address as to which notice of the change is given. All notices and other communications provided for or permitted hereunder shall be made in writing by hand -delivery, first-class mail (registered or certified, return receipt requested), electronic mail, telex, facsimile, or air courier guaranteeing overnight delivery: Notice shall be deemed given on receipt. 21. Miscellaneous Fees. In addition to any fees set forth in the [Proposal/SOW/Approval Letter] the following fees may apply: DESCRIPTION Analytical Fee Case by case Cancellation Fee 24 hours' notice or less 500 per occurrence Direct Hopper Feed 750 per ton Direct Hopper High Security Fee Case by case EPA Manifest Fee 25 per Manifest LDI Clociaed Strainer Fee 150 per occurrence Material Off-S ecification Fee 50 per container ail drum etc. 500 maximum Material Off -Specification Fee 500 per bulk load Over Pack Handling Fee 25 per over Pack Re'ected Material Fee 500 per occurrence Load Documentation Fee $25 ver request Special Handling Labor 80 per hour per person Storage Fee 100 Per day per pallet Transportation Demurrage Case by case (equipment and oroaect scope de endent Transportation for Re'ected Material Case by case Expedited Approval Fee (Unapproved Material Fee Case by case unit tyne dependent) Witness Pit Feed Fee 60 per ton in addition to quoted per ton rice pp. 8 of 9 COUNTA Environmental Solutions Acceptance CES Proposal OP27480-13 and Agreement accepted by: Covanta Environmental Solutions, LLC Bob Goldberg Vice President of Sales January 21, 2022 Mickey Truck Bodies, Inc. Signature Name (Printed): ��O Title (Printed): Date: Please note, per Section 12 of the Terms and Conditions included within this Proposal, that if you have an existing agreement with Covanto Environmental Solutions, LLC, that agreement will control, and the Terms and Conditions within this proposal will not apply to this opportunity. pp. 9 of 9