Exhibit 10.7
EL PASO COUNTY
GENERAL SERVICES CONTRACT
CONTRACT NUMBER: 124-96
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SUBJECT MATTER: RECYCLING FOR TIRE DISPOSAL
COUNTY DEPARTMENT: SOLID WASTE MANAGEMENT
CONTRACTOR: RIPE TOUCH GREENHOUSES, INC.
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
EFFECTIVE DATE: NOVEMBER 25, 1996
EXPIRATION DATE: DECEMBER 31, 1997
THIS AGREEMENT, entered into on the date set forth below, is made by and
between the BOARD OF COUNTY COMMISSIONERS OF EL PASO COUNTY, COLORADO ("COUNTY")
and RIPE TOUCH GREENHOUSES, INC.
("CONTRACTOR").
WHEREAS, the COUNTY desires to purchase and receive from CONTRACTOR the
services described in Appendices A, B, C, D & E; and
WHEREAS, CONTRACTOR is an individual or entity qualified and
able to Provide the type of services required by the COUNTY; and
WHEREAS, the parties to this Agreement desire to reduce to written terms
the manner and conditions under which these services will be provided and
compensated.
NOW, THEREFORE, in consideration of the above, and in accordance with the
mutual terms, conditions, requirements and obligations set forth in this
Agreement, the COUNTY and CONTRACTOR agree as follows:
SECTION 1. SERVICES
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The COUNTY agrees to retain CONTRACTOR to perform the services
described in Appendices A, B, C, D. & E. CONTRACTOR agrees to provide those
services in accordance with the provisions of this Agreement.
CONTRACT NO.: 124-96
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GENERAL SERVICES CONTRACT
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SECTION 2. CONTRACTOR'S RESPONSIBILITIES
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2.1 The scope of services to be performed by CONTRACTOR is set forth in
Appendices A, B, C, D. & E attached to this Agreement and incorporated by
reference.
a. The minimum number of tires accepted per day shall be 6,000.
b. CONTRACTOR shall coordinate with the vendors providing labor and
hauling to provide timely notification if CONTRACTOR is unable to
accept tires. Such timely notification is required to re-route tires
to the other approved tire recycling/dumping locations.
2.2 All issues or questions of CONTRACTOR about this Agreement arising
during the term of this Agreement shall be addressed to the designated County
Representative identified in Section 3 below.
2.3 CONTRACTOR shall attend meetings and submit reports, plans, drawings
and specifications as required in Appendices A, B, C, D. & E and shall be
reasonably available to the County Representative to respond to any issues that
may arise during the term of this Agreement.
2.4 All employees, agents, representatives and sub-contractors of
CONTRACTOR who will have significant responsibility for performance under this
Agreement shall be identified to and be subject to approval by the County
Representative prior to the commencement of any work by these individuals.
2.5 All governmental permits or licenses specified in Appendices A, B, C, D
& E to be acquired by CONTRACTOR shall be obtained by CONTRACTOR in a prompt and
legally sufficient manner and at CONTRACTOR's own expense. Upon demand by the
COUNTY, CONTRACTOR shall provide the COUNTY with evidence of the permits or
licenses.
2.6 All services to be performed under this Agreement by CONTRACTOR shall
be performed in accordance with generally recognized professional practices and
standards of CONTRACTOR's profession and to the reasonable satisfaction of the
COUNTY.
CONTRACT NO.: 124-96
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GENERAL SERVICES CONTRACT
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PAGE THREE
SECTION 3. COUNTY'S RESPONSIBILITIES
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3.1 The COUNTY agrees to compensate CONTRACTOR as set forth in Section 5
below for services rendered in accordance with this Agreement.
3.2 The County Representative is ▇▇▇▇ ▇▇▇▇▇▇, MANAGER, SOLID WASTE
DEPARTMENT, (▇▇▇) ▇▇▇-▇▇▇▇. The County Representative shall have authority to
transmit instructions, receive information and documents and resolve any issues
arising out of the performance of this Agreement. The County Representative
shall provide CONTRACTOR with the identity of an alternate contact person in the
event the County Representative is unavailable to respond to CONTRACTOR's
inquiries.
SECTION 4. TIME OF PERFORMANCE AND DELAY
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CONTRACTOR's time of performance shall commence as of the effective
date of this Agreement unless otherwise terminated in accordance with Section 13
below.
SECTION 5. COMPENSATION
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5.1 The COUNTY agrees to pay CONTRACTOR for the complete and satisfactory
performance of services under this Agreement in the following manner:
The Solid Waste Management department will be responsible for
monitoring the billing and paying invoices for the services performed
under this contract. The Solid Waste Management Department will be
billed according to the Price List as submitted by the CONTRACTOR for
tipping rates.
The amount and terms of compensation referenced above shall not be
modified except in accordance with Section 19 below.
5.2 CONTRACTOR shall provide to the COUNTY written evidence of services
actually performed, on a weekly basis detailing the number of tons of tires
received daily. Other direct expenses incurred by CONTRACTOR shall be itemized
upon request.
CONTRACT NO.: 124-96
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GENERAL SERVICES CONTRACT
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SECTION 5. COMPENSATION (continued)
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5.3 If the County Representative determines that CONTRACTOR is not making
sufficient progress or is performing unsatisfactory work under this Agreement,
the County Representative may protest CONTRACTOR's written invoice or statement
by providing written notice to CONTRACTOR within ten (10) days following receipt
of the invoice or statement. The written notice shall identify the nature of the
problem and request an appropriate remedial action by CONTRACTOR. CONTRACTOR
shall either correct the problem and advise the County Representative of the
correction, or shall provide a detailed written response to the notice within
ten (10) days following receipt of the COUNTY's notice.
If resolution of the problem cannot be achieved, the dispute will be
resolved in accordance with Section 12 below. During the term of any dispute
resolution, payment of CONTRACTOR's invoice or statement may be withheld by the
COUNTY.
5.4 Unless otherwise agreed upon in writing by the COUNTY, CONTRACTOR shall
be solely responsible for compensation of third parties, including
subcontractors, consultants and suppliers, which are retained at the request of
CONTRACTOR to perform this Agreement. Such third parties shall not be considered
third-party beneficiaries to this Agreement.
5.5 No payment made under this Agreement shall be conclusive evidence of
the performance of this Agreement, either in whole or in part, and no payment,
including final payment, shall be construed to be a consent on the part of the
COUNTY to accept unsatisfactory or deficient work.
SECTION 6. FUNDING AVAILABILITY
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6.1 This agreement is subject to appropriation of funds by the Board of
County Commissioners of El Paso County, Colorado. This agreement shall not
become effective until at such time that said funds are appropriated.
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SECTION 6. FUNDING AVAILABILITY (continued)
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6.2 Financial obligations of the COUNTY payable after the current fiscal
year are contingent on appropriation or budgeting of funds for those
obligations. Should the performance of this Agreement continue past the current
fiscal year, the COUNTY shall notify CONTRACTOR in writing that sufficient funds
are available for continuance of CONTRACTOR's performance under this Agreement
into the new fiscal year. Unless CONTRACTOR is notified in writing of
availability of funds prior to the end of the current fiscal year, CONTRACTOR
shall not commence any work in the new fiscal year for which a new appropriation
is required to make payment.
SECTION 7. INDEPENDENT CONTRACTOR
---------------------------------
It is agreed and understood by CONTRACTOR that nothing in this Agreement
shall make any action undertaken by CONTRACTOR an official action of the COUNTY,
and that CONTRACTOR is an independent contractor, providing services on a
contractual basis.
SECTION 8. INSURANCE
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8.1 During the entire term of this Agreement, CONTRACTOR shall maintain, at
its own expense, insurance in the following minimum amounts and classification:
LIMITS OF LIABILITY
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Workmen's Compensation/
Employer's Liability As required By statute
Comprehensive General
Liability (including
blanket contractual
liability insurance):
Bodily injury $150,000 each person
$600,000 each occurrence
Property damage $600,000
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SECTION 8. INSURANCE (continued)
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Comprehensive Automobile
Liability
Bodily injury $150,000 each person
$600,000 each occurrence
Property damage $600,000
Professional Liability Commensurate with risks of
(if applicable) services provided under this
Agreement
8.2 CONTRACTOR shall furnish certificates of such insurance to the County
Purchasing/Contracts Manager ("MANAGER") prior to the performance of this
Agreement. The COUNTY shall be named as an additional insured on all policies of
liability insurance.
SECTION 9. INDEMNIFICATION
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CONTRACTOR shall indemnify, hold harmless and defend the COUNTY, its
officers and employees from any and all losses, injuries, damages, liability,
claims, penalties, fines, legal actions (including costs and expenses incidental
thereto) which may be asserted or brought against the COUNTY by any individual
or entity and which may arise out of or occur during the performance of this
Agreement by CONTRACTOR.
SECTION 10. AUDIT AND INSPECTION
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10.1 CONTRACTOR shall at all times during the term of this Agreement
maintain such books and records as shall sufficiently and properly reflect all
direct costs of any nature in the performance of this Agreement, and shall
utilize such bookkeeping procedures and practices as will reflect these costs.
Books and records shall be subject, at any reasonable time, to inspection, audit
or copying by Federal, State or County personnel, or such independent auditors
or accountants as are designated by the COUNTY.
CONTRACT NO.: 124-96
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SECTION 10. AUDIT AND INSPECTION (continued)
10.2 CONTRACTOR shall permit the County Representative or other authorized
Federal, State or County personnel, at any reasonable time, to inspect,
transcribe or copy any and all data, notes, records, documents and files of the
work CONTRACTOR is performing in relation to this Agreement.
10.3 CONTRACTOR shall retain for at least for (4) years after the closeout
of this contract all records required for the contract including documentation
and records of all expenditures incurred under this contract. Retention for
longer than the four years may be deemed necessary to resolve any matter which
may be pending from the State of Colorado's grant closeout. This retention is
for the purpose of review and audit by the State or their authorized
representative, or by the COUNTY or their authorized representative.
SECTION 11. OWNERSHIP
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11.1 All data, plans, resorts, notes and documents provided to or prepared
by CONTRACTOR in performance of this Agreement shall become the property of the
COUNTY upon payment of services rendered by CONTRACTOR, and shall be delivered
to the County Representative.
11.2 Except as provided in Section 10 above, all such documents shall
remain confidential and shall not be made available by CONTRACTOR to any
individual or entity without the consent of the County Representative.
SECTION 12. DISPUTES
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12.1. Any dispute concerning the performance of this Agreement which is not
resolved by mutual agreement of the parties shall be resolved by an independent
committee under the direction of the MANAGER. The disputing party must provide
written notice to the MANAGER within fifteen (15) working days from the date the
dispute was known or should have been known. The written notice must provide the
following information: 1) contract number; 2) cause of the dispute; 3) contract
language in dispute, if any; 4) amount of dollars in controversy, if any.
CONTRACT NO.: 124-96
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PAGE EIGHT
SECTION 12. DISPUTES (continued)
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Within five (5) working days following receipt of the written notice, a
meeting with the County Representative, CONTRACTOR and the independent committee
will be scheduled. In the event additional meetings are required, a maximum of
three (3) meetings will be held over the course of a ten (10) day period. In the
event the dispute cannot be resolved after the third meeting, a final statement
will be issued by the independent committee and delivered to the parties within
ten (10) days of the final meeting.
12.2 CONTRACTOR shall not cease performance of this Agreement during the
term of the dispute resolution process unless the parties mutually agree in
writing that performance may be suspended.
SECTION 13. SUSPENSION AND TERMINATION
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13.1 Without terminating this Agreement, the COUNTY may suspend
CONTRACTOR's services following written notice to CONTRACTOR. Within five (5)
days following receipt of such notice, CONTRACTOR shall have completed all
reasonable measures to cease its services in an orderly manner. CONTRACTOR shall
be paid for all reasonable costs incurred and unpaid for services rendered
through the date services were suspended, but in no case no later than five (5)
days after CONTRACTOR's receipt of notice of suspension. If resumption of
CONTRACTOR's services requires any waiver or change in this Agreement, the
parties must mutually agree to such waiver or change in writing and the writing
must be attached as an addendum to this Agreement.
13.2 The COUNTY shall have the right to terminate this Agreement, in whole
or in part, at any time during the course of performance by providing written
notice to CONTRACTOR. Within ten (10) days following receipt of such notice,
CONTRACTOR shall have completed all reasonable measures to cease its services in
an orderly manner. If new contractor is retained to complete the services,
CONTRACTOR will cooperate fully with the COUNTY in preparing the new contractor
to take over completion of the services. CONTRACTOR will be paid for all
reasonable costs incurred and unpaid for services rendered through the date
CONTRACTOR was notified of the termination of this Agreement, but in no case
will CONTRACTOR be paid for services rendered later than ten (10) days after
receipt of notice of termination.
CONTRACT NO.: 124-96
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PAGE NINE
SECTION 14. COMPLIANCE WITH LAWS
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At all times during the performance of this Agreement, CONTRACTOR shall
strictly observe and conform to all applicable federal, state and local laws,
rules, regulations and orders that have been or may hereafter be established.
SECTION 15. NON-DISCRIMINATION
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CONTRACTOR shall not hire, discharge, transfer, promote or demote, or in
any manner discriminate against any person otherwise qualified and capable
because of race, color, sex, marital status, age, religion, disability or
national origin. CONTRACTOR agrees to comply with all applicable Federal and
State statutes and regulations concerning non-discrimination.
SECTION 16. APPLICABLE LAW
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The laws, rules and regulations of the State of Colorado and El Paso
County shall be applicable in the enforcement, interpretation and execution of
this Agreement.
SECTION 17. RIGHTS OF THIRD PARTIES
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This Agreement does not and shall not be deemed to confer on any third
party the right to the performance or proceeds under this Agreement, to claim
any damages or to bring any legal action or other proceeding against the COUNTY
or CONTRACTOR for any breach or other failure to perform this Agreement.
SECTION 18. ASSIGNMENT/SUBCONTRACTS
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CONTRACTOR shall not assign its interest in this Agreement or subcontract
any of the work to be performed under this Agreement without the written consent
of the COUNTY.
SECTION 19. CHANGES OR MODIFICATIONS
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19.1 No modification, amendment, novation, change or other alteration of
this Agreement shall be valid unless mutually agreed by the parties in writing
and executed as an addendum to this Agreement.
CONTRACT NO.: 124-96
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SECTION 19. CHANGES OR MODIFICATIONS (continued)
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19.2 No change order resulting in an increase to the contract price set
forth in Section 5 above shall be executed or effective unless the increase is
approved by the appropriate County official(s) and the additional funds have
been appropriated or otherwise made available. CONTRACTOR shall prepare a cost
calculation for the additional costs and submit it to the County Representative
prior to approval of any change order. The County Representative then will
arrange for a change order, confirming with CONTRACTOR that funds have been
appropriated or made available to cover the additional costs.
SECTION 20. SEVERABILITY
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If any section, subsection, clause or phrase of this Contract is, for any
reason, held to be invalid, such holding shall not affect the validity of the
remaining portions of this Contract.
SECTION 21. ENTIRE AGREEMENT
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This Agreement, including attached Appendices, constitutes the entire
understanding of the parties. At the time of execution of this Agreement, there
are no other terms, conditions, requirements or obligations affecting this
Agreement which are not specifically set forth herein.
SECTION 22. APPENDICES
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The following appendices are attached to and made a part of this Agreement:
APPENDIX A: IFB NO.: 124-96(AND CLARIFICATION)
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APPENDIX B: COMPANY'S RESPONSE
APPENDIX C: INSURANCE CERTIFICATE(S)
APPENDIX D: STATE OF COLORADO WASTE TIRE DISPOSAL GRANT
AWARD CONTRACT DATED 9/26/96
APPENDIX E: CONDITIONS 9.a., b., and c., Page 4 OF RIPE
TOUCH GREENHOUSES, INC. CERTIFICATE OF
DESIGNATION APPROVAL DATED 10/4/96
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
________day of NOVEMBER, 1996.
BOARD OF COUNTY COMMISSIONERS RIPE TOUCH GREENHOUSES,INC.
EL PASO COUNTY, COLORADO ▇▇▇▇ ▇▇▇▇▇▇
PRESIDENT
BY:_______________________ BY: /s/___________________
CHAIRPERSON AUTHORIZED REPRESENTATIVE
ATTEST: SOLID WASTE MANAGEMENT
__________________________ BY: /s/___________________
DEPUTY COUNTY CLERK ▇▇▇▇ ▇▇▇▇▇▇
MANAGER
APPROVED AS TO FORM: PURCHASING DEPARTMENT
BY:/s/_____________________ BY: /s/_____________________
ASSISTANT COUNTY ATTORNEY PURCHASING/CONTRACTS MANAGER
AMENDMENT #1 TO
GENERAL SERVICE CONTRACT
NO.: 124-96
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FOR SOLID WASTE MANAGEMENT
THIS AMENDMENT TO THE CONTRACT, entered into this 16th day of DECEMBER
1996, and effective immediately by and between the BOARD OF COUNTY COMMISSIONERS
OF EL PASO COUNTY, COLORADO ("COUNTY"), and RIPE TOUCH GREENHOUSES, INC.
("CONTRACTOR"), WITNESSETH THAT:
WHEREAS, the COUNTY has entered into the original Agreement
with the CONTRACTOR on the 25th day of NOVEMBER, 1996; and
WHEREAS, the CONTRACTOR agrees to do, perform, and carry out in a good and
professional manner the services as outlined in the original Agreement;
NOW, THEREFORE, the parties hereto mutually agree as follows:
1. Under Section 5. Compensation of the General Services Contract, the
second paragraph of section 5.1 should be changed as follows:
"The Solid Waste Management Department will be billed monthly, according to
the Price List as submitted by the CONTRACTOR for tipping rates"
2. Under Section 22. Appendices of the General Services
Contract, in clarification of Appendix E, 9. a., this requirement
will be implemented as follows:
a. Ripe Touch Greenhouses, Inc. shall provide cash, bond
or other financial mechanism in the amount of $50,000.00.
b. Ripe Touch Greenhouses, Inc. shall provide an amount of
$10,000 per month, or 25% of payment for services for each
invoice, until the cleanup fund reaches the required total
of $100,000.
CONTRACT NO: 124-96
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AMENDMENT #1
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PAGE 2
2.(continued)...
c. Ripe Touch Greenhouses, Inc. can substitute full funding ($100,
000) of the cleanup fund at any time, in lieu of paragraph 2 above.
3. All other terms and conditions of the original Agreement remain the
same.
IN WITNESS WHEREOF, the COUNTY and the CONTRACTOR have executed this
AMENDMENT TO THE AGREEMENT as of the date first written above.
BOARD OF COUNTY COMMISSIONERS RIPE TOUCH GREENHOUSES, INC.
EL PASO COUNTY, COLORADO ▇▇▇▇ ▇▇▇▇▇▇,
PRESIDENT
BY : /s/______________________ BY:/s/_____________________
CHAIRPERSON AUTHORIZED REPRESENTATIVE
ATTEST: SOLID WASTE MANAGEMENT
BY:/s/________________________ BY:/s/______________________
DEPUTY COUNTY CLERK ▇▇▇▇ ▇▇▇▇▇▇, MANAGER
APPROVED AS TO FORM:
BY: /s/_______________________ BY: /s/______________________
ASSISTANT COUNTY ATTORNEY PURCHASING/CONTRACTS MANAGER