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HomeMy WebLinkAboutE-Waste CollectionRESOLUTION 2011-253 ADOPTED DOC ID: 6740 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2011-253 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MARCH 15, 2011: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute an E- Waste Collection Agreement between the Town of Southold and WeRecycle! LLC to participate in an electronics take-back orogram for the recyelin.~ of covered electronics, as de£med under New York State's Electronic Waste Management Act~ at no cost to the Town of Southold, the Town of Southold will receive an income of $.03 per pound from WeRecycle.VLLC, effective April 1,2011, subject to the approval of the Town Attorney; and be it further RESOLVED that such covered E-Waste shall be accepted at the Town of Southold Transfer Station at no charge to residents, effective April 1, 2011. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Louisa P. Evans, Justice SECONDER: Christopher Talbot, Councilman AVES: Ruland, Talbot, Krupski Jr., Evans, Russell ABSENT: Vincent Orlando E-Waste Collection Agreement THIS AGREEMENT (the "Agreement") is entered into as of ., 2011, by and between WeRecycle! LLC, a Delaware limited liability company ("WRL'), with offices at 249 East Sandford Boulevard, Mount Vernon, NY 10550, and the TOWN OF SOUTHOLD existing under the laws of the State of New York (the "TOWN"), having a mailing address, for purposes of this agreement, at 6155 Cox Lane, Cutchogue, NY 11935. WHEREAS, Consumers, as defined in the NYS Electronic Equipment Recycling and Reuse Act (Article 27, Title 26 of the Environmental Conservation Law) (the "State E- Recycling Program"), of the TOWN generate certain materials generally referred to as Electronic Waste ("E-Waste"), including Covered Electronic Equipment ("CEEs"), as defined in the State E-Recycling Program, and non covered electronic equipment ("Non Covered Equipment") (CEEs and Non Covered Equipment, collectively, "Materials"); WHEREAS, Pursuant to the State E-Recycling Program, Manufacturers, as defined in the State E-Recycling Program, are required to provide for the collection of discarded CEEs generated by Consumers within New York State, which requirements may be satisfied by delivering such CEEs to collective electronic waste acceptance programs registered with the New York Department of Environmental Conservation ("NYDEC"); WHEREAS, WRL has expertise in the proper recycling of Materials in compliance with local, state, federal and international regulations; WHEREAS, WRL has registered with the NYDEC as a collective electronic waste acceptance program ("Collective") pursuant to the NYDEC requirements (Sections 27- 2605 and 27-2613); and WHEREAS, WRL and the TOWN wish to enter into this Agreement to establish a system of collection, removal and recycling of Materials generated by Consumers within the TOWN; NOW, THEREFORE, in consideration of the covenants, mutual promises, and agreements set forth in this Agreement, the parties agree as follows: I. SERVICES WRL shall perform the services described in the Scope of Work attached hereto as Exhibit A (the "Services"), with respect to Materials collected by the TOWN from Consumers at any established electronics collection sites and at other locations in connection with electronics collection events planned, coordinated, and operated by the TOWN from time to time. All Materials collected at such events shall be tendered to WRL and shall be recycled responsibly by WRL in accordance with applicable local, state, and federal laws and requirements. II. Ct COLLECTION AND REMOVAL OF MATERIALS The TOWN shall establish and manage a regular electronics collection site (a "Collection Site") at its Electronic Waste Collection Site facility located at 6155 Cox Lane, Cutchogue, New York 11935 ("Electronic Waste Collection Site"), for drop off of Materials by Consumers of the TOWN. The TOWN shall be responsible for ensuring that items collected at this Collection Site consist exclusively of Materials suitable for electronics recycling, and that such Materials are generally free from all non-electronic items of waste, including (without limitation) putrescible materials, municipal solid waste, medical waste, yard waste, construction debris, pressurized tanks, and radioactive or hazardous substances that are not inherent to Materials (such items being, collectively, "Non-Conforming Matter"). Non-Conforming Matter shall not include CEEs. The TOWN shall be responsible for collecting, segregating and packaging Materials into storage containers, which storage containers shall be provided by WRL, for removal by WRL from the Electronic Waste Collection Site except to the extent expressly described in Exhibit A hereto. The TOWN shall be responsible for the operation, management and physical security of its Electronic Waste Collection Site and shall provide sufficient personnel to staff its Electronic Waste Collection Site. The TOWN shall also be responsible for directing traffic and managing the flow of visitors at its Electronic Waste Collection Site. The TOWN may also hold one or more collection events each year, at which TOWN Consumers may bring Materials for electronics recycling to one or more designated drop-off locations (a "Collection Event"). For the duration of each Collection Event, the location of any such Collection Event shall be considered a "Collection Site". The TOWN shall coordinate its schedule of Collection Events with WRL in order to ensure that WRL can adequately sen, ice each Collection Event. The TOWN shall provide at least one (1) TOWN representative for the duration of each Collection Event. WRL shall be responsible for collecting, segregating and packaging Materials into storage containers at Collection Events. WRL shall also be responsible for directing traffic and managing the flow of visitors at Collection Events. Non-Conforming Matter. The TOWN acknowledges that WRL may lack the equipment, expertise, and/or legal right to process or dispose of Non- Conforming Matter. Therefore, WRL may, at its option, refuse to collect or accept, and may reject in its entirety, any load of Materials from any Collection Site that is either (i) contaminated with any hazardous materials or other Non-Conforming Matter that WRL is not qualified or able to safely process or dispose of (e.g., medical waste), or (ii) in WRL's reasonable IlL discretion is so contaminated with Non-Conforming Matter as to make the processing of such Materials impractical or unreasonably burdensome. In addition, with regard to Materials collected at the TOWN's Electronic Waste Collection Site, WRL shall have the right, at its election to either deliver to the TOWN or require the TOWN to collect from WRL's facility, any such portion of Materials that constitute Non-Conforming Matter (it being understood that small amounts of Non-Conforming Matter of a type that WRL may lawfully dispose of shall be disposed of by WRL as part of the Services). WRL Access to Collection Sites. WRL, its agents, employees and contractors, shall have reasonable access to all Collection Sites to perform the Services. Each Collection Site shall have sufficient parking, loading and collection areas as may be required to permit the orderly drop offof Materials by the public, and the collection of Materials by WRL. WRL shall collect Materials from each Collection Site upon the request of the TOWN, subject to WRL's reasonable scheduling needs. Documentation and Labeling. WRL shall provide the TOWN with all appropriate documents and labels for Materials including a report detailing the amount of Materials collected at each Collection Site. COMPENSATION FOR SERVICES / EXCLUSIVE FUTURE ARRANGEMENT Fees/Designation Periods. As set forth on the attached Exhibit A, WRL shall provide the Services to the TOWN at no charge. As a material inducement for WRL to provide the Services on the terms set forth on Exhibit A, and in partial consideration for such Services, the TOWN agrees to formally designate WRL as its exclusive Collective, to provide Services (or services materially similar to the Services, as may be required by the State E- Recycling Program) to the TOWN for a period of one (1) year commencing on the date of this Agreement, subject to the terms and conditions of this Agreement (such one (1) year period is hereby referred to as the "Initial One- Year Period"). Upon expiration of the Initial One-Year Period, this Agreement shall remain in effect subject to the provisions of Section VIII of the Agreement, unless either party on not less than sixty (60) days' written notice, prior to the expiration of the Initial One-Year Period gives notice to the other party that this Agreement shall terminate upon expiration of the Initial One-Year Period. I~ DATA SECURITY Once Materials have been tendered to WRL, WRL shall take all appropriate measures to secure collected E-Waste from theft, or fi.om theft of the data stored on such E-Waste. Data sanitization or "destruction" for all Materials containing data is NOT included in the Services. If requested by the TOWN, data sanitization performed in accordance with the United States Department of Defense Standard 5220.22-M is available as an additional per-item fee (See Exhibit C). WRL may, at its election, recycle or re-sell intact Materials that it collects from the TOWN, provided that WRL shall perform data sanitization upon any Materials that it re-sells. V. TITLE AND LIABILITY Title to and liability for Materials shall pass from the TOWN or its Consumers to WRL upon the completion of loading of Materials at a Collection Site onto the designated vehicles provided by WRL for transportation to a facility operated by WRL, or the unloading of Materials from a vehicle owned, operated or provided by the TOWN, into a facility operated by WRL, except that title and related liability shall remain with the TOWN with respect to Materials rejected by WRL, whether at the time of delivery or subsequent thereto. VI. INSURANCE WRL shall maintain insurance at its own expense in amounts consistent with industry standards. A Certificate of Insurance is provided in Exhibit B. VII. COMPLIANCE WITH LAWS WRL shall perform the Services in compliance with all applicable statutes, ordinances, orders, rules and regulations, federal, state and local. Each of WRL and the TOWN represents that it is authorized and empowered to enter into this Agreement, and that the terms and provisions of this Agreement are binding on each of them and do not conflict with any agreement, regulation, law or order to which it is a party or by which it is bound. VIII. TERM OF AGREEMENT & TERMINATION Notwithstanding anything in this Agreement to the contrary, at~er expiration of the Initial One-Year Period, WRL and the TOWN may terminate this Agreement, at either party's sole discretion, at any time and for any reason whatsoever upon not less than sixty (60) days' prior written notice given to the other party. IX. MISCELLANEOUS Notices. Any notice, consent, or other communication shall be made in writing and shall be delivered by hand, by certified mail, by registered mail, return receipt requested, or by reputable overnight courier, and shall be addressed as follows: If to WeRecycle!: WeRecycle! LLC 249 E. Sandford Blvd. Mt. Vernon, NY 10550 Attn: CEO with a copy to: If to the TOWN: Hugo Neu Corporation 120 Fifth Avenue, 6th Floor New York, NY 10011 Attn: General Counsel Town of Southold 6155 Cox Lane Cutchogue, NY 11935 Attn: James Bunchuck with a copy to: N/A Fo Waiver. The failure of any party to insist in any one or more instances upon the performance of any of the terms and conditions of this Agreement shall not be construed as a waiver or relinquishment of any right granted hereunder, or of the future performance of any such term or condition. Entire Agreement. This Agreement sets fox~h the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior understandings or agreements among the parties, whether written or oral, to the extent related to the subject matter hereof. No party hereto has relied upon any promise, representation, warranty, agreement, covenant, or undertaking, express or implied, other than those expressly set forth in this Agreement. Amendment. This Agreement may not be amended, modified, or altered in any manner, except pursuant to a written instrument signed by each of the patties hereto. Invalid Provision. The invalidity or unenforceability of uny material provision of this Agreement shall vest in WRL the right, at its sole option, to terminate this Agreement at any time, upon not less than thirty (30) days' prior written notice. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles. Binding Nature. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. Counterparts. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall for all purposes constitute one agreement binding upon all of the parties. Headings. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives. TOWN OF SOUTHOLD, New York WeRecycle! LLC By: ~ By: _ Name: ~ -~c~-~ /~ ~c~.jx- C~ ( { N~e: Title: ~ ~-S ~ Title: Date: ~- ~-- ( ( Date: Signature Page to E-Waste Collection Agreement between WRL and TOWN EXHIBIT A Scope of Work E-Waste Collection & Recycling Services The TOWN OF SOUTHOLD (the 'TOWN") New York's Legislative E-Waste Recycling Program James Bunchuck Title: Solid Waste Coordinator /ll Client: Project Name: TOWN Contact: Date: Resa Dimino Director of Legislative Programs Carlos Rosado Jr. Field Application Engineer Unless otherwise expressly provided herein, initially capitalized terms used in this Exhibit A shall have the same meaning that they have in the Agreement. Scope of Service WRL is pleased to provide E-Waste collection, recycling, handling and transportation services for the TOWN that meet the applicable requirements of the NYDEC. Under the applicable laws and regulations, CEEs include computers, televisions, small scale servers, computer peripherals, monitors, fax machines, scanners, printers and small electronic equipment (including VCRs, D VRs, D VD players, digital converter boxes, cable or satellite receivers, video game consoles, portable digital music players). WRL shall also accept the following Non Covered Equipment at no charge to the TOWN: Cell phones, PDAs, stereo and radio equipment, telephones and telephone equipment, typewriters, speakers, microwave ovens and digital cameras. Collections of Materials and transportation to WRL's processing facility shall be scheduled in accordance with instructions provided by the TOWN on reasonable notice to WRL. · WRL shall make available at no charge to the TOWN, storage containers to be used at the Electronic Waste Collection Site for the safe and secure storage of electronics and pallets when needed; all such storage containers and pallets shall remain the property of WRL. · WRL shall, at no charge to the TOWN, conduct initial Electronics training for Electronic Waste Collection Site staff to help the TOWN ensure that requirements for segregating and packaging of Materials into the storage containers can be met. The TOWN shall be required to segregate and package CEEs by categories and separate from Non Covered Equipment pursuant to instruction received at such training. With regard to the Electronic Waste Collection Site, segregation and packaging of Materials into the storage containers, prior to WRL's loading of Materials onto designated vehicle(s) provided by WRL for transportation of Materials, shall be the TOWN'S sole responsibility. With regard to Collection Events, WRL shall be solely responsible for the segregation, packaging, loading and transportation of Materials, as well as directing traffic and managing the flow of visitors. The TOWN shall provide at least one (1) TOWN representative for the duration of each Collection Event. · WRL shall provide to the TOWN a report detailing the amount of Materials collected at each Collection Site, as well as any other information required under the State E- Recycling Program. · WRL is ready to begin Services promptly upon WRL's receipt of this Agreement, duly signed. EXHIBIT B Certificate of Insurance [SEE ATTACHED] EXHIBIT C Data Security WRL is able, for a fee, to provide NAID Certified IT asset recovery services including secure data destruction in accordance with Department of Defense (DOD) standard 5220.22-M, NIST 800-88, and comply with HIPAA, Gramm-Lcach-Bailey and other privacy protection laws. WRL's secure data destruction procedures are designed to sanitize or physically destroy all media types that contain sensitive information including computer hard drives, loose CD's, floppy disks, and other removable data storage. WRL is also able, for a fee, to provide detailed tracking and reporting from the time WRL picks up the Materials through f'mal disposition, with each asset assigned a lot number and an individual asset id tag. These reference points allow material to be tracked through each step of the process utilizing WRL's proprietary inventory system. WRL's customers receive detailed audit reports and certificates of destruction for each asset processed which show the assets' t-mai disposition and the method of data security utilized. WRL requires that successful data sanitization and hardware functionality tests are completed for every asset before it is eligible for reuse/resale. Successful sanitization requires a complete 3 pass overwrite process resulting in 0 bad sectors on an individual disk. In the event a drive fails the sanitization or testing process, it is removed from the device and physically destroyed. WRL will provide a Certificate of Data Destruction upon completion of data sanitization.