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Home My WebLink AboutP-22-114 Amendment One.pdf COU�� County of Fresno INTERNAL SERVICES DEPARTMENT 1$3 C) Facilities• Fleet•Graphics• Purchasing •Security•Technology ARE-' AMENDMENT NUMBER ONE (1) Agreement Number: P-22-114 March 3, 2025 Asbury Environmental Services 9302 Garfield Avenue South Gate, CA 90280 Contract Number P-22-114 to provide collection of and disposal service for waste oil, used oil filters, waste solvent, antifreeze, and related waste is amended as follows: The contract with your company expires March 28, 2025. The County of Fresno desires to extend this contract for an additional one-year period effective March 29, 2025, through March 28, 2026. Prices will be firm for the contract period. Amendment provisions shall remain in full force and effect with any contract renewals. Include vendor's Waste Addendum. This addendum will be effective March 3, 2025, through the expiration date of the agreement. Addendum provisions shall remain in full force and effect with any contract renewals. Electronic Signatures. The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1)a digital signature; (2)a faxed version of an original handwritten signature; or(3) an electronically scanned and transmitted (for example by PDF document) of a handwritten signature. B. Each electronic signature affixed or attached to this Agreement(1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. Please acknowledge your acceptance by returning all pages of this letter to my office via email or USPS. 333 W. Pontiac Way, Clovis, CA 93612 / (559) 600-7110 *The County of Fresno is an Equal Employment Opportunity Employer* CONTRACT NO. P-22-114 Page 2 Asbury Environmental Services March 3, 2025 If you have any questions, please contact Susan Walker Purchasing Technician, at(559)600-7110 or email suwalker(aUresnocountyca.gov. FOR THE COUNTY OF FRESNO Digitally signed by Riley Blackburn Riley Blackburn Dat:2025.03.2710:40:19 -07'00' Riley Blackburn Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 P-22-114 Amendment One.docx CONTRACT NO. P-22-114 Page 3 Asbury Environmental Services March 3, 2025 CONTRACTOR TO COMPLETE: Company: Asbury Environmental Services dba World Oil Environmental Services Type of Entity: ❑ Individual ❑ Limited Liability Company ❑ Sole Proprietorship ❑ Limited Liability Partnership ❑■ Corporation ❑ General Partnership Signature Print Name and Title Date Shane Damelin Digitally signed by Shane Damelin Signature Date:2025.03.26 13:41:08-07'00' Shane Damelin 3/26/2025 Print Name and Title Date 9302 Garfield Avenue South Gate CA 90280 Address City State Zip 562-928-0100 sdamelin@worldoilcorp.com TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS ACCOUNTING USE ONLY ORG No.: 9026, 8910, 31113229 Account No.: 7205, 7295, 7205 Requisition No.: 9262500069, 8912500538, 3111259047 (7/2024) P-22-114 Amendment One.docx CONTRACT NO. P-22-114 Page 3 Asbury Environmental Services February 3, 2025 CONTRACTOR TO COMPLETE: Company: Asbury Environmental Services dba World Oil Environmental Services Type of Entity: ❑ Individual ❑ Limited Liability Company ❑ Sole Proprietorship ❑ Limited Liability Partnership ❑ Corporation ❑ General Partnership Signature - � 2 cc-:C3 Print Name and Title Date Signature Print Name and Title Date Address City State Zip TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS ACCOUNTING USE ONLY ORG No.: 9026, 8910, 31113229 Account No.: 7205,7295, 7205 Requisition No.: 9262500069, 8912500538, 3111259047 (7/2024) P-22-114 Amendment One.docx CONTRACT NUMBER P-22-114 REVISED ATTACHMENT"A" Asbury Environmental Services Page 1 of 3 03/03/2025 WASTE ADDENDUM This Waste Addendum (this "Addendum") is dated of even date with and is expressly made a part of that certain Procurement Agreement Number P-22-114 dated as of March 3, 2025 (together with any attachments, exhibits, appendixes, statements of work or order forms, the "Agreement"), and entered into by and between Asbury Environmental Services, d/b/a World Oil Environmental Services ("Contractor") and County of Fresno ("County"). This Addendum is incorporated into the Agreement for all purposes, and, to the extent that there is any conflict between the terms of the Agreement and the terms of this Addendum, the terms of this Addendum will control. Capitalized terms used in this Addendum and not otherwise defined in this Addendum have the meanings ascribed to them in the Agreement. Contractor and County, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,intending to be legally bound,hereby agree as follows: 1. Waste Provisions: Contractor agrees that it will accept, and County agrees that it will make available for pick-up, pursuant to the terms of this Contract, waste (the "Waste") as described by County (the "Waste Description"). County will provide Contractor with all documentation requested or required for services provided to County. County represents and warrants that (i) the Waste has been sampled and characterized in accordance with applicable requirements and standards, (ii) analytical results from sampling of the Waste provided to Contractor are representative of the physical and chemical characteristics of the Waste, and(iii) the Waste Description, and any other information or documentation regarding the Waste and/or the generation of the Waste,will be accurate and complete, including, without limitation, regarding the type, quantity and characteristics of the Waste. County acknowledges that Contractor will not be responsible to analyze or verify the Waste and is relying solely on the Waste Description in providing services to County. County acknowledges that Contractor has the right to inspect and analyze the Waste, but that County will not be relieved of any responsibility or liability under this Contract based on Contractor's exercise of its right or failure to exercise its right. a. County is responsible for packaging, marking and labeling the Waste, and the Waste (i) will be described, packaged, marked and labeled in accordance with all Applicable Law; (ii) will conform to the Waste Description provided by County to Contractor; and (iii) will be made available for pick-up and transportation, as described in the Waste Description. As used herein, "Applicable Law" means any and all laws, orders, rules, and regulations promulgated by any federal, state or local governmental authority having jurisdiction, now or hereafter in effect, including, without limitation, the U.S. Environmental Protection Agency, Department of Transportation, Occupational Safety and Health Administration, California Department of Toxic Substances Control and any Certified Unified Program Agency. b. Contractor will transport the Waste to a licensed, permitted transfer, storage and/or disposal facility for proper handling, management or disposal. When applicable, the Waste will be sent for recovery and reuse, and any byproducts from such recovery process will be disposed of in accordance with Applicable Law. C. County will notify Contractor immediately upon any changes in the Waste generating process,inclusive of any material or product changes in which the Waste is generated. d. County has not mixed the Waste, and will not mix the Waste, with any other hazardous waste/materials, including, without limitation, materials containing polychlorinated biphenyls (PCBs) or otherwise alter the characteristics of the Waste. e. Contractor may transport the Waste in either bulk and/or non-bulk containers. A bulk container is a container with a capacity greater than 119 gallons, and a non-bulk container is a container with a capacity less than or equal to 119 gallons. As used herein, "Containerized Waste" means and includes both bulk (i.e., totes, cubic yard boxes, super sacks)and non-bulk(i.e., drums)containers. 1 CONTRACT NUMBER P-22-114 REVISED ATTACHMENT"A" Asbury Environmental Services Page 2 of 3 03/03/2025 f. A vehicle load may contain waste from a specific generator, waste from multiple generators or waste from the same generator with multiple sites("Consolidated Waste"). g. County represents and warrants that it is currently in compliance with all Applicable Law relating to the Waste and will continue to comply at all times with all Applicable Law relating to the Waste. h. County represents and warrants that it holds clear title to all of the Waste to be transferred hereunder, and it is under no legal restraint or order which would prohibit transfer of possession or title to the Waste to Contractor. i. County represents and warrants that all of the Waste will conform with the applicable Waste Description, waste service orders, manifests and any other waste descriptions provided to Contractor by County. 2. Nonconforming Waste: The Waste will be considered nonconforming waste ("Nonconforming Waste") based on any one or more of the following: (i) the Waste fails to materially conform to the applicable Waste Description or any packaging and/or marking provided by County; (ii) the Waste is not in compliance with all Applicable Law; or (iii) the Waste is not in compliance with any requirement(s)provided to County by Contractor. a. Should Contractor become aware of Nonconforming Waste after pick-up, Contractor will notify County. County will immediately notify Contractor if County becomes aware of any Nonconforming Waste. b. For Containerized Waste and for vehicle loads containing only the Waste generated by County from a specific or single location when it has been determined that the Waste is Nonconforming Waste, Contractor will notify County promptly, verbally or in writing. County and Contractor will then have seven (7) calendar days to seek an alternative manner of disposition of the Nonconforming Waste, unless it is necessary by reason of Applicable Law, facility permit or facility operating procedure to move the Nonconforming Waste in less than seven (7) calendar days. If County and Contractor cannot agree on an alternative manner of disposition of the Nonconforming Waste within the relevant period, Contractor will return the Nonconforming Waste to County. C. For vehicle loads containing Consolidated Waste, including, without limitation, waste from different sites of the County that may be consolidated into one vehicle or container, if it is determined that County was responsible for the Nonconforming Waste, Contractor will notify County promptly, verbally or in writing. County and Contractor will then have seven (7) calendar days to seek an alternative manner of disposition of the Nonconforming Waste, unless it is necessary by reason of Applicable Law, facility permit or facility operating procedure to move the Nonconforming Waste in less than seven(7) calendar days. If County and Contractor cannot agree on an alternative manner of disposition of Nonconforming Waste within the relevant period, Contractor will unilaterally make the determination as to the means and manner of disposing such Nonconforming Waste. d. In the case of either b. or c. of this Section 2, County will immediately reimburse Contractor for all costs, expenses and charges incurred by Contractor and/or its affiliates in connection with the disposition of the entire volume of waste impacted by County's Nonconforming Waste, the cleanup or remediation of areas impacted by Nonconforming Waste, and the decontamination and cleaning of vehicles, tanks and equipment, including,without limitation, any and all costs, expenses and charges for analytical work, transportation, storage, repair, replacement, supplies used, associated disposal costs for waste generated during decontamination process, and Nonconforming Waste disposal charges. Additionally, should Contractor receive monetary fines as a result of County's Nonconforming Waste, County will be responsible to reimburse Contractor for such fines immediately upon its receipt of demand for such reimbursement. 2 CONTRACT NUMBER P-22-114 REVISED ATTACHMENT"A" Asbury Environmental Services Page 3 of 3 03/03/2025 e. Contractor's acceptance of any Nonconforming Waste will not be deemed a waiver of Contractor's right to refuse acceptance of any other Nonconforming Waste. f. Waste determined at any point, including after pick-up or disposal, to contain PCBs is considered Nonconforming Waste unless County expressly describes the PCB content(s) of the Waste in the Waste Description and Contractor agrees in writing to provide services regarding such PCB-containing Waste. 3. Indemnity: To the fullest extent permitted by law, County agrees to indemnify, hold harmless and defend Contractor and its affiliates, together with the members, managers, direct and indirect owners, partners, subsidiaries, controlling and controlled persons, officers, directors, trustees, agents, employees, successors and assignees of each of the foregoing individuals and entities, from and against any and all claims, demands, damages, losses, lawsuits and other proceedings,judgments, causes of action, liabilities, claims of lien, liens, civil or criminal penalties and charges, costs and expenses (including, without limitation, reasonable attorneys', expert witnesses' and consultant's fees), whether actual or alleged, arising out of or resulting from any Nonconforming Waste of County. 4. Survival: The provisions of this Addendum will survive and remain in effect notwithstanding any termination of the Agreement. 5. Counterparts: This Addendum may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. An executed copy of this Addendum delivered by DocuSign (or a similar service) or .PDF or other scanned image will be deemed to have the same legal effect as delivery of an original executed copy of this Addendum. Approved and Accepted by: ASBURY ENVIRONMENTAL SERVICES By: Shan amelin V.P. Business Development COUNTY OF FRESNO Riley Digitally signed by Riley Blackburn B Blackburn 07002025.03.2715:04:39 Y� Print Name: Riley Blackburn Title: Purchasing Manager 3