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CM-2015-816 - 6/26/2015CITY OF ROUND ROCK AGREEMENT FOR USED FLUID RECOVERY SERVICE WITH FUEL BLENDERS INC THE STATE OF TEXAS § CITY OF ROUND ROCK § COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § KNOW ALL BY THESE PRESENTS: That this Agreement for Used Fluid Reco Service (referred to rein as the "Agreement") is made and entered into on this the day of the month of 2015, by and between the CITY OF ROUND ROC , TEXAS, a home -rule munic aVitywhose offices are located at 221 East Main Street, Round Rock, Texas 78664 (referred to herein as the "City"), and FUEL BLENDERS INC, whose offices are located at 15218 FM 1660, Taylor, Texas 76574 (referred to herein as "Vendor" or "Fuel Blenders Inc"). This Agreement supersedes and replaces any previous agreement between the named parties, whether oral or written, and whether or not established by custom and practice. RECITALS: WHEREAS, City desires to have certain used fluids and products collected, transported, recycled, and/or disposed of, such fluids and products including but not being limited to used motor oil of less than ten percent (10%) water content, used antifreeze liquid, used fuel filters, and used oil filters, and such used fluids and products being located at various City -owned facilities; and WHEREAS, Vendor agrees to provide such services for City on a contractual basis; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties, and obligations; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein, the parties mutually agree as follows: 1.01 DEFINITIONS A. Agreement means the mutually binding legal contract between City and Vendor whereby Vendor is obligated to provide specified services and perform specified obligations, and City is obligated to perform specified obligations. 00335083/ss2 rikl- zoiS-81(, B. City means the City of Round Rock, located in Williamson and Travis Counties, Texas. C. Effective Date means the date upon which the binding signatures of both parties to this Agreement are affixed. D. Force Majeure means acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, orders of any kind from the government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government and the people, civil disturbances, explosions, or other causes not reasonably within the control of the party claiming such inability. 2.01 EFFECTIVE DATE, DURATION, AND TERM A. This Agreement shall be effective on the date it has been signed by both parties hereto, and shall remain in full force and effect unless and until it expires by operation of the term stated herein, or until terminated or extended as provided herein. B. The initial term of this Agreement is for three (3) consecutive twelve (12) month periods from the effective date hereof. Thereafter, this Agreement may be renewed for two (2) additional periods not to exceed twelve (12) months for each renewal, only upon the express written agreement of both parties and only provided Vendor has performed each and every contractual obligation specified in this Agreement. C. City reserves the right to review the relationship at any time, and may elect to terminate this Agreement with or without cause or may elect to continue. 3.01 CITY'S ESTIMATED REQUIREMENTS The quantities stated in this section represent the best estimate of City's needs. City requires Vendor to provide services for collection, transport, recycling, and/or disposal of used fluids and products as follows: (1) Used motor oil containing less than ten percent (10%) water content shall be picked up by Vendor a minimum of once every two weeks and upon request by City in an estimated quantity of twenty-four thousand (24,000) gallons annually, and City shall incur no disposal charge for same. (2) Used oil filters shall be picked up by Vendor in 55 -gallon drums in an estimated quantity of twelve (12) drums annually, and City shall incur no disposal charge for same. 2 (3) Used fuel filters shall be picked up by Vendor in 55 -gallon drums in an estimated quantity of four (4) drums annually, and City shall incur no disposal charge for same. (4) Used antifreeze shall be picked up by Vendor in 55 -gallon drums in an estimated quantity of fifteen (15) drums annually, and City shall incur no disposal charge for same. City and Vendor agree that there shall be no fees whatsoever charged to City or passed along to City or passed through to City. The take -points for used fluids and/or products shall be as follows: (1) 310 Deepwood Drive, Round Rock, TX Used Oil, Used Oil Filters, Used Fuel Filters and Used Antifreeze (2) 910 Luther Peterson Round Rock, TX Used Oil, Used Oil Filters and Used Fuel Filters (3) 1992 Rawhide, Round Rock, TX Used Oil ONLY (4) 300 South Blair, Round Rock, TX Used Oil ONLY (5) 2008 Enterprise Drive, Round Rock, TX Used Oil ONLY (6) 3300 Gattis School Road, Round Rock, TX Used Oil ONLY 4.01 VENDOR' S OBLIGATION TO PROVIDE SERVICES As a continuing obligation, Vendor agrees to collect, transport, recycle, and/or dispose of used fluids and products from City in the estimated amounts, from the specified locations, at the specified intervals. In the event Vendor does not collect, transport, recycle, and/or dispose of the agreed quantities of used fluids and products, then City may contract for such services elsewhere. 5.01 VENDOR'S CONTRACTUAL RESPONSIBILITIES A. Vendor agrees to perform all of its contractual responsibilities and obligations in accordance with standards of the industry. Vendor shall use best efforts to supervise and direct its agents or employees competently, efficiently, and safely. Vendor shall adhere and conform to all legal responsibilities related to such collection, transportation and disposal of the used fluids and products the subject of this Agreement. B. Vendor agrees to furnish and assume full responsibility for all services, facilities, equipment, materials and incidentals necessary for the proper collection, transport, removal, recycling, and/or disposal of the used fluids and products the subject of this Agreement. 3 C. Vendor agrees to obtain all permits and licenses, if any, and pay all fees necessary for the proper handling and removal of the used fluids and products the subject of this Agreement. D. Vendor hereby affirms and confirms that it has the capability of properly and lawfully handling, removing, and disposing of the used fluids and products the subject of this Agreement. E. Vendor agrees to coordinate with City's representative listed herein in Section 6.01 to establish pick-up schedules and to discuss and receive approval of any proposed changes. F. Vendor agrees to schedule pick-up of used motor oil at a minimum of once every two (2) weeks and upon request by City. G. Vendor agrees to provide City's representative with an itemized manifest and documentation, in forms acceptable to City, indicating quantities of used motor oil, oil filters and used antifreeze collected. H. Vendor agrees to pick-up schedules that occur during City's regular business hours. Vendor shall utilize its own equipment and personnel, and both parties agree that no City equipment or forces shall be used. 6.01 CITY'S DESIGNATED REPRESENTATIVE City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Tracy L. Herring City of Round Rock, Environmental Services Division 2008 Enterprise Drive Round Rock, Texas 78664 Telephone: (512) 218-5412 tracvhnround-rock.tx.us 7.01 VENDOR'S OBLIGATION TO TAKE Vendor is obligated to take the estimated amounts specified in this Agreement, per twelve-month period. 8.01 CITY'S OPTION TO CONTRACT WITH OTHERS Should Vendor fail in its obligations to take the contractual amounts of used fluids and products, then and in that event City reserves its option to contract with other sources. 9.01 RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other party's intent to perform hereunder, then demand may be made to the other party for written assurance of the intent to perform. In the event that no written assurance is given within the reasonable time specified when demand is made, then and in that event the demanding party may treat such failure as an anticipatory repudiation of this Agreement. 10.01 DEFAULT Vendor shall be declared in default of this Agreement if it does any of the following: (a) Fails to fully, timely and faithfully perform any of its material obligations under this Agreement; (b) Fails to provide adequate assurance of performance under the "Right to Assurance" section herein; or (c) Becomes insolvent or seeks relief under United States bankruptcy laws. 11.01 TERMINATION AND SUSPENSION A. City has the right to terminate this Agreement, in whole or in part, for convenience and without cause, at any time upon thirty (30) days' written notice to Vendor. B. In the event of any default by Vendor, City has the right to terminate this Agreement for cause, upon ten (10) days' written notice to Vendor. C. Vendor has the right to terminate this Agreement for cause, that being in the event of a material and substantial breach by City, or by mutual agreement to terminate evidenced in writing by and between the parties. 12.01 INDEMNIFICATION Vendor shall defend (at the option of City), indemnify, and hold City, its successors, assigns, officers, employees and elected officials harmless from and against all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all other costs or fees arising out of, or incident to, concerning or resulting from the fault of Vendor, or Vendor's agents, employees or subcontractors, in the performance of Vendor's obligations under this Agreement, no matter how, or to whom, such loss may occur. Nothing herein shall be deemed to limit the rights of City or Vendor (including, but not limited to the right to seek contribution) against any third party who may be liable for an indemnified claim. 5 13.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES Vendor, its agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. 14.01 ASSIGNMENT AND DELEGATION The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms hereof. Neither party shall assign, sublet or transfer any interest in this Agreement without prior written authorization of the other party. 15.01 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: 1. When delivered personally to recipient's address as stated in this Agreement; or 2. Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to Vendor: Dean Hoffman 15218 FM 1660 Taylor, TX 76574 Notice to City: Laurie Hadley, City Manager Stephan L. Sheets, City Attorney 221 East Main Street AND TO: 309 East Main Street Round Rock, TX 78664 Round Rock, TX 78664 Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and Vendor. 16.01 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 6 17.01 EXCLUSIVE AGREEMENT This document and all appended documents constitute the entire Agreement between City and Vendor. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing. 18.01 DISPUTE RESOLUTION If a dispute or claim arises under this Agreement, the parties agree to first try to resolve the dispute or claim by appropriate internal means, including referral to each party's senior management. If the parties cannot reach a mutually satisfactory resolution, then and in that event any such dispute or claim will be sought to be resolved with the help of a mutually selected mediator. If the parties cannot agree on a mediator, City and Vendor shall each select a mediator and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney fees, associated with the mediation shall be shared equally by the parties. City and Vendor hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. 19.01 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 20.01 MISCELLANEOUS PROVISIONS Standard of Care. Vendor represents that it employs trained, experienced and competent persons to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed in a manner according to generally accepted industry practices and with all applicable laws. Time is of the Essence. Vendor understands and agrees that time is of the essence and that any failure of Vendor to fulfill obligations for each portion of this Agreement within the agreed timeframes will constitute a material breach of this Agreement. Vendor shall be fully responsible for its delays or for failures to use best efforts in accordance with the terms of this 7 Agreement. Where damage is caused to City due to Vendor's failure to perform in these circumstances, City may pursue any remedy available without waiver of any of City's additional legal rights or remedies. Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not responsible as defined herein. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. IN WITNESS WHEREOF, the parties have duly executed this Agreement CITY OF ROUND ROCK, TEXAS By: curie Hadley, Cit Manager Date Signed: bZb lii FUEL BLENDERS INC Printed Name: C • U ea-4� cL" Title: O Date Signed:LDAZ / t 5— T FOR CITY, ATTEST: Sara L. White, Clerk CITY OF ROUND ROCK CONTRACT MANAGEMENT SECTION CONTRACT APPROVAL FORM FOR CITY MANAGER ACTION Required for Submission of Specific City Manager Items Department Name: Utilities & Environmental Services Department Project Mgr/Resource: Michael Thane City Manager Approval Approval Project Name: Used Fluid Recovery Service Agreement Contractor/Vendor: Fuel Blenders. Inc. LMH vvoraing consider authorizing an Agreement for Used Fluid Recovery Service with Fuel Blenders, Inc. lEmployee E.E. (Ric) Bowden" �Date May 29, 2015 Notes/Comments City of Round Rock ROUND ROCK TEXAS Agenda Item Summary Agenda Number: Title: Consider authorizing an Agreement for Used Fluid Recovery Service with Fuel Blenders, Inc. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 6/26/2015 Dept Director: Michael Thane, Director of Utilities and Environmental Services Cost: Indexes: Attachments: Agmt_UsedFluid Recovery_FuelBlenders_CM6.26.15.pdf Department: Utilities and Environmental Services Text of Legislative File CM -2015-816 City of Round Rock Page 1 Printed on 012512015