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CM-06-07-152CITY OF ROUND ROCK AGREEMENT FOR USED FLUID RECOVERY SERVICE WITH H & H WASTE OIL, INC. THE STATE OF TEXAS CITY OF ROUND ROCK COUNTY OF WILLIAMSON § KNOW ALL BY THESE PRESENTS: § § That this Agreement for Used Fluid Re eY Service (referred to here'n as the "Agreement") is made and entered into on this the " I day of the month of '/ , ��/ 2006, by and between the CITY OF ROUND ROCK, TEXAS, a home -rule munf ipali whose offices are located at 221 East Main Street, Round Rock, Texas 78664 (referred to herein as the "City"), and H & H WASTE OIL, INC., a Texas corporation whose offices are located at 20909 FM 685, Pflugerville, Texas 78660 (referred to herein as "H & H"). 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 ten percent (10%) or less water content, used antifreeze liquid, and used oil filters, and such used fluids and products being located at various City -owned facilities; and WHEREAS, City has issued Specification Number 05-998-74 for Used Fluid Recovery Service to have such fluids and products collected, transported, recycled, and/or disposed of, and City has selected the offer to provide such services submitted by H & H; and WHEREAS, H & H agrees to provide such services for City on a contractual basis, and to reimburse City in agreed amounts for certain of the used fluids recovered; 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 H & H whereby H & H is obligated to provide specified services and perform specified obligations, and 00100661/jkg City is obligated to perform specified obligations. The Agreement includes the following: (a) City's Specification Number 05-998-74 dated May 2006; (b) Purchaser's Response dated May 15, 2006; (c) the contract award; and (d) any exhibits, addenda, and/or amendments thereto. Any inconsistencies or conflicts in the contract documents shall be resolved by giving preference in the following order: (1) This Agreement; (2) Purchaser's Response dated May 15, 2006; (3) City's Invitation for Bids, exhibits, and attachments. 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. E. H & H means H & H Waste Oil, Inc., or any of its successors or assigns. 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 term of this Agreement is for an initial twelve (12) month period from the effective date hereof. Thereafter, this Agreement may be renewed for four (4) additional periods not to exceed twelve (12) months for each renewal, only upon the express written agreement of both parties and only provided H & H has performed each and every contractual obligation specified in this Agreement. Prices shall be firm for the duration of this agreement except as otherwise provided herein. 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. 2 3.01 CITY'S ESTIMATED REQUIREMENTS The quantities stated in this section represent the best estimate of City's needs. City requires H & H to provide services for collection, transport, recycling, and/or disposal of used fluids and products as follows: (1) Used motor oil containing ten percent (10%) or less water content shall be picked up by H & H 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 H & H shall reimburse City fifty cents ($0.50) per gallon for same. (2) Used oil filters shall be picked up by H & H in 55 -gallon drums in an estimated quantity of twelve (12) drums annually, and City shall incur no disposal charge for same. (3) Used antifreeze shall be picked up by H & H in 55 -gallon drums in an estimated quantity of six hundred sixty (660) gallons annually, and City shall incur no disposal charge for same. City and H & H agree that there shall be no additional 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, Texas (2) 1992 Rawhide, Round Rock, Texas (3) 300 South Blair, Round Rock, Texas (4) 2008 Enterprise Drive, Round Rock, Texas (5) 3300 Gattis School Road, Round Rock, Texas 4.01 H & H'S OBLIGATION TO PROVIDE SERVICES [oil only] [oil only] [oil only] [oil only] As a continuing obligation, H & H 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, and to remit to City agreed reimbursement amounts. In the event H & H 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, and H & H may be charged the difference, if any. 5.01 H & H'S CONTRACTUAL RESPONSIBILITIES A. H & H agrees to perform all of its contractual responsibilities and obligations in accordance with standards of the industry. H & H shall use best efforts to supervise and direct 3 its agents or employees competently, efficiently, and safely. H & H 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. H & H 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. C. H & H 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. H & H 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. H & H 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. H & H agrees to schedule pick-up of used motor oil at a minimum of once every two (2) weeks and upon request by City. G. H & H 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. H & H agrees to pick-up schedules that occur during City's regular business hours. H & H 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) 218-5559 Fax Number: (512) 341-3316 tracyh round-rock.tx.us 4 7.01 RATES AND PAYMENT During the term of this Agreement and any renewals, H & H agrees to pay City for specified used fluids taken at the following fixed firm rate: $0.50 per gallon for used motor oil. H & H shall render a monthly statement to City, making a clear and definite separation of payable and receivable amounts for accounting purposes. H & H shall submit one original and one copy of each invoice on a monthly basis to City's representative. All invoices and payments shall be furnished to City on separate documents. Documentation shall match individual manifests provided to City's representative. All payments by H & H to City shall be made payable to the City of Round Rock, Texas and shall accompany corresponding statements to City's representative. 8.01 H & H'S OBLIGATION TO TAKE H & H is obligated to take the estimated amounts specified in this Agreement, per twelve-month period. H & H shall be obligated to pay City based upon such contractual amount. H & H agrees that City may pursue any remedy available to it at law or in equity, including but not limited to specific performance of this Agreement and/or any action to recover an amount of damages equal to such contractual amount. 9.01 CITY'S OPTION TO CONTRACT WITH OTHERS Should H & H 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. H & H expressly agrees that, should City exercise its option to contract with other sources and the amount received is at a lower rate, then and in that event City may charge H & H the difference in price. Such action on the part of City shall not be considered an exclusive remedy, and shall not waive any other remedies available to City at law or in equity. 10.01 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. 11.01 DEFAULT H & H shall be declared in default of this Agreement if it does any of the following: 5 (a) Fails to make any payment in full when due; (b) Fails to fully, timely and faithfully perform any of its material obligations under this Agreement; (c) Fails to provide adequate assurance of performance under the "Right to Assurance" section herein; or (d) Becomes insolvent or seeks relief under United States bankruptcy laws. 12.01 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 H & H. B. In the event of any default by H & H, City has the right to terminate this Agreement for cause, upon ten (10) days' written notice to H & H. C. H & H 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. D. Should H & H fail to make any payment in full when due, then, in addition to any other rights and remedies available to City, City may immediately and without notice suspend any further relationship with H & H until the amount due has been paid in full. 13.01 INDEMNIFICATION H & H 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 H & H, or H & H's agents, employees or subcontractors, in the performance of H & H'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 H & H (including, but not limited to the right to seek contribution) against any third party who may be liable for an indemnified claim. 14.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES H & H, 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. 6 15.01 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. 16.01 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 H & H: Calvin Heine H & H Waste Oil, Inc. 20909 FM 685 Pflugerville, TX 78660 Notice to City: James R. Nuse, City Manager 221 East Main Street AND TO: Round Rock, TX 78664 Stephan L. Sheets, City Attorney 309 East Main Street Round Rock, TX 78664 Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and H & H. 17.01 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. 18.01 EXCLUSIVE AGREEMENT This document and all appended documents constitutes the entire Agreement between City and H & H. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing. 7 19.01 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 H & H 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 H & H 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. 20.01 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. 21.01 MISCELLANEOUS PROVISIONS Standard of Care. H & H 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. H & H understands and agrees that time is of the essence and that any failure of H & H to fulfill obligations for each portion of this Agreement within the agreed timeframes will constitute a material breach of this Agreement. H & H shall be fully responsible for its delays or for failures to use best efforts in accordance with the terms of this Agreement. Where damage is caused to City due to H & H'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 H & H 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 8 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 ATTEST: By: Yam s R. Nuse, P E. it Manager D Signed: 7-I' ., APP . 0 ED AS TO FORM FOR CITY: NL. Stepha 1 L. Sheets, City Attorney H & H WASTE OIL, INC. By: Printed Name: L4,L„; ti him Title: //cc Date Signed: w - l y - D Christine R. Martinez, City Secretary 9 Specification No. 05-998-74 May 2006 CITY OF ROUND ROCK USED FLUID RECOVERY SERVICE 1. PURPOSE: The City seeks to contract with a qualified bidder to provide all goods and services for Used Fluid Recovery at City owned facilities identified herein. 2. DEFINITIONS: The following definitions shall be used for identified terms throughout the specification and bid document: 2.1. Bidder identified throughout this specification shall describe persons and entities that consider themselves qualified to provide the goods, equipment or services. 2.2. City — Identifies the City of Round Rock, Williamson and Travis Counties, Texas. 2.3. Contract —A mutually binding legal document obligating the Contractor to furnish the goods, equipment or services, and obligating the City to pay for it. 2.4. Contractor —A person or business enterprise providing goods, equipment, labor and/or services to the City as fulfillment of obligations arising from a contract or purchase order. 2.5. Goods represent materials, supplies, commodities and equipment. 2.6. Purchase Order - is an order placed by the Purchasing Office for the purchase of Goods or Services written on the City's standard Purchase Order form and which, when accepted by the Bidder, becomes a contract. The Purchase Order is the Bidder's authority to deliver and invoice the City for Goods or Services specified.. 2.7. Subcontractor -Any person or business enterprise providing goods, equipment, labor, and/or services to a Contractor if such goods, equipment, labor, and/or services are procured or used in fulfillment of the Contractor's obligations arising from a contract with the City. 3. CLARIFICATION: For clarification of specifications, bidders may contact: Randy Barker Purchasing Supervisor City of Round Rock Telephone: 512-218-3295 3.1. The individual listed above may be contacted by telephone or visited for clarification of the specifications only. No authority is intended or implied that specifications may be amended or alterations accepted prior to bid opening without written approval of the City of Round Rock through the Purchasing Division. PART I GENERAL CLAUSES AND CONDITIONS 1. The Contractor shall provide all goods and labor necessary to perform the service. The Contractor shall employee all personnel for work in accordance with the requirements set forth by the United States Department of Labor. 2. The Contractor shall be responsible for damage to the City's equipment and/or property, the workplace and its contents by its work, negligence in work, its personnel and equipment. The Contractor shall be responsible and liable for the safety; injury and health of its working personnel while its employees are performing service work. 3. The City is committed to maintaining an alcohol and drug free workplace. Possession, use, or being under the influence of alcohol or controlled substances by Contractor, Contractor's employees, subcontractor (s') or subcontractor (s') employees while in the performance of the Page 1 of 8 Specification No. 05-998-74 May 2006 service is prohibited. Violation of this requirement shall constitute grounds for termination of the service. 4. BEST BID EVALUATION: All bids received shall be evaluated based on the best value for the City. Best value shall be determined by considering all or part of the criteria listed, as well as any relevant criteria specifically listed in the solicitation. 4.1. Bid price 4.2. Reputation of the bidder and of bidder's goods and services. 4.3. The quality of the bidder's goods or services. 4.4. The extent to which the goods or services meet the City's needs 4.5. Bidder's past relationship with the City. All vendors shall be evaluated on their past performance and prior dealings with the City to include, but not limited to, failure to meet specifications, poor quality, poor workmanship, and late delivery. 5. AGREEMENT: The term of this Agreement shall be for a twelve-month period of time from the date of award. Prices shall be firm for the duration of the Agreement, except as provided for herein. This contract may be renewed for four additional periods of time not to exceed twelve months for each renewal provided both parties agree. 6. VENDOR PERFORMANCE: The City reserves the right to review the Vendor's performance at the end of each twelve month contract period and to cancel all or part of the Agreement (without penalty) or continue the contract through the next period. 7 NON -APPROPRIATION: The resulting Agreement is a commitment of the City's current revenues only. It is understood and agreed the City shall have the right to terminate the Agreement at the end of any City fiscal year if the goveming body of the City does not appropriate funds sufficient to purchase the estimated yearly quantities, as determined by the City's budget for the fiscal year in question. The City may effect such termination by giving Contractor a written notice of termination at the end of its then current fiscal year. 8. CANCELLATION: The City reserves the right to cancel the Agreement without penalty by providing 30 days prior written notice to the other party. Contractor shall provide the City with 120 days written notice prior to cancellation of the Agreement and shall continue services for a period of time not to exceed 120 days after written notification. Termination under this paragraph shall not relieve the Contractor of any obligation or liability that has occurred prior to cancellation. NOTE: This Agreement is subject to cancellation, without penalty, at any time the City deems the vendor to be non-compliant with contractual obligations. 9. ABANDONMENT OR DEFAULT: A Contractor who abandons or defaults the work on the contract and causes the City to purchase the services elsewhere may be charged the difference in service if any and shall not be considered in the re -advertisement of the service and may not be considered in future bids for the same type of work unless the scope of work is significantly changed. 10. COMPLIANCE WITH LAWS: The successful bidder shall comply with all federal, state, and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any court or administrative bodies or tribunals in any matter affecting the performance of the resulting agreement, including without limitation, workers' compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When requested, the Contractor shall furnish the City with satisfactory proof of its compliance. 11. CODES, PERMITS AND LICENSES: The successful bidder shall comply with all National, State and Local standards, codes and ordinances and the terms and conditions of the services of the electric utility, as well as other authorities that have jurisdiction pertaining to equipment and materials used and their application. None of the terms or provisions of the specification shall be construed as waiving any rules, regulations or requirements of these authorities. The successful Page 2 of 8 Specification No. 05-998-74 May 2006 bidder shall be responsible for obtaining all necessary permits,: certificates and/or licenses to fulfill contractual obligations (City of Round Rock fees and costs shall be waived). 12. INDEMNITY: Contractor shall indemnify, save harmless and defend the City, its officers, agents, servants, and employees from and against any and all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees and any and all other costs or fees incident to the performance of the resulting agreement and arising out of a willful or negligent act or omission of the Contractor, its officers, agents, servants and employee& 13. INSURANCE: The Contractor shall procure and maintain at its sole cost and expense for the duration of the contract or purchase order resulting from a response to this bid/Specification insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work as a result of this bid by the successful bidder, its agents, representatives, volunteers, employees or subcontractors. 13.1. Certificates of Insurance and endorsements shall be fumished to the City and approved by the City before work commences. 13.2. The following standard insurance policies shall be required: 13.2.1. General Liability Policy 13.2.2. Automobile Liability Policy 13.2.3. Worker's Compensation Policy 13.3. The following general requirements are applicable to all policies: 13.3.1. Only insurance companies licensed and admitted to do business in the State of Texas shall be accepted. 13.3.2. Deductibles shall be listed on the Certificate of Insurance and are acceptable only on a per occurrence basis for property damage only. 13.3.3. Claims made policies shall not be accepted, except for Professional Liability Insurance. 13.3.4. Upon request, certified copies of all insurance policies shall be fumished to the City 13.3.5. Policies shall include, but not limited to, the following minimum limits: 13.3.6. Minimum Bodily Injury Limits of $300,000.00 per occurrence. 13.3.7. Property Damage Insurance with minimum limits of $50,000.00 for each occurrence. 13.3.8. Automobile Liability Insurance for all owned, non -owned, and hired vehicles with minimum limits for Bodily Injury of $100,000.00 each person, and $300,000.00 for each occurrence, and Property Damage Minimum limits of $50,000.00 for each occurrence. 13.3.9. Statutory Worker's Compensation Insurance and minimum $100,000.00 Employers Liability Insurance. 13.3.10. Coverage shall be maintained for two years minimum after the termination of the Contract. 13.4. The City shall be entitled, upon request, and without expense to receive copies of insurance policies and all endorsements thereto and may make reasonable request for deletion, revision, or modification of particular policy terms, conditions, limitations, or exclusions (except where policy provisions are established by law or regulation binding either of the parties hereto or the underwriter of any of such policies). Upon such request by the City, the Contractor shall exercise reasonable efforts to accomplish such changes Page 3 of 8 Specification No. 05-998-74 May 2006 in policy coverage and shall pay the cost thereof. All insurance and bonds shall meet the requirements of the bid specification and the insurance endorsements stated below. 13.5. Contractor agrees that with respect to the required insurance, all insurance contracts and certificate(s) of insurance shall contain and state, in writing, on the certificate or its attachment, the following provisions: 13.5.1. Provide for an additional insurance endorsement clause declaring the Contractor's insurance as primary. 13.5.2. Name the City and its officers, employees, and elected officials as additional insured, (as the interest of each insured may appear) as to all applicable coverage. 13.5.3. Provide thirty days notice to the City of cancellation, non -renewal, or material changes 13.5.4. Remove all language on the certificate of insurance indicating: 13.5.4.1. That the insurance company or agent/broker shall endeavor to notify the City; and, 13.5.4.2. Failure to do so shall impose no obligation of liability of any kind upon the company, its agents, or representatives. 13.5.5. Provide for notice to the City at the addresses listed below by registered mail: 13.5.6. Contractor agrees to waive subrogation against the City, its officers, employees, and elected officials for injuries, including death, property damage, or any other loss to the extent same may be covered by the proceeds of insurance. 13.5.7. Provide that all provisions of this contract concerning liability, duty, and standard of care together with the indemnification provision, shall be underwritten by contractual liability coverage sufficient to include such obligations within applicable policies. 13.5.8. All copies of the Certificate of Insurance shall reference the project name, bid number or purchase order number for which the insurance is being supplied. 13.5.9. Contractor shall notify the City in the event of any change in coverage and shall give such notices not Tess than thirty days prior notice to the change, which notice shall be accomplished by a replacement Certificate of Insurance. 13.5.10. All notices shall be mailed to the City at the following addresses: Assistant City Manager City Attorney City of Round Rock City of Round Rock 221 East Main Street 309 East Main Street Round Rock, TX 78664-5299 Round Rock, TX 78664 13.6. Approval, disapproval, or failure to act by the City regarding any insurance supplied by the Contractor shall not relieve the Contractor of full responsibility or liability for damages and accidents as set forth in these requirements. Neither shall bankruptcy, insolvency, or denial of liability by the insurance company relieve the Contractor from liability. 13.7. If the Contractor employs, contracts with or otherwise permits any other individual or entity to perform any of the obligations of the Contractor, then any and all of these individual or entities shall be bound by the same insurance requirements as the successful bidder. 14. WORKERS COMPENSATION INSURANCE: Texas Labor Code, Section 406.098 requires workers' compensation insurance coverage for all persons providing services on building or construction projects for a govemmental entity. Page 4 of 8 Specification No. 05-998-74 May 2006 14.1. Certificate of coverage ("certificate") - A copy of a certificate of insurance, a certificate of authority to self -insure issued by the Texas Workers' Compensation Commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. 14.2. Duration of the project - includes the time from the beginning of the work on the project until the Contractor's/person's work on the project has been completed and accepted by the OWNER. 14.3. Persons providing services on the project ("subcontractor") in Section 406.096 - includes all persons or entities performing all or part of the services the CONTRACTOR has undertaken to perform on the project, regardless of whether that person contracted directly with the CONTRACTOR and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner -operators, employees of any such entity, or employees of any entity, which fumishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. 14.4. The CONTRACTOR shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, that meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the CONTRACTOR providing services on the project, for the duration of the project. 14.5. The CONTRACTOR must provide a certificate of coverage to the OWNER prior to being awarded the contract. 14.6. If the coverage period shown on the Contractor's current certificate of coverage ends during the duration of the project, the CONTRACTOR must, prior to the end of the coverage period, file a new certificate of coverage with the OWNER showing that coverage has been extended. 14.7. The CONTRACTOR shall obtain from each person providing services on a project, and provide to the OWNER: 14.7.1. A certificate of coverage, prior to that person beginning work on the project, so the OWNER shall have on file certificates of coverage showing coverage for all persons providing services on the project; and 14.7.2. No later than seven calendar days after receipt by the CONTRACTOR, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. 14.8. The CONTRACTOR shall retain all required certificates of coverage for the duration of the project and for one year thereafter. 14.9. The CONTRACTOR shall notify the OWNER in writing by certified mail or personal delivery, within 10 calendar days after the CONTRACTOR knew or should have known, or any change that materially affects the provision of coverage of any person providing services on the project. 14.10. The CONTRACTOR shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. Page 5 of 8 Specification No. 05-998-74 May 2006 14.11. The CONTRACTOR shall contractually require each person with whom it contracts to provide services on a project, to: 14.11.1. Provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, that meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all its employees providing services on the project, for the duration of the project 14.11.2. Provide to the CONTRACTOR, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on a project, for the duration of the project; 14.11.3. Provide the CONTRACTOR, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 14.11.4. Obtain from each other person with whom it contracts, and provide to the CONTRACTOR: 14.11.4.1. A certificate of coverage, prior to the other person beginning work on the project; and 14.11.4.2. A new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project. 14.12. Retain all required certificates of coverage on file for the duration of the project and for one year thereafter, 14.12.1. Notify the OWNER in writing by certified mail or personal delivery, within 10 calendar days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 14.12.2. Contractually require each person with whom it contracts, to perform as required by paragraphs (A through G), with the certificates of coverage to be provided to the person for whom they are providing services. 14.12.3. By signing the solicitation associated with this specification, or providing, or causing to be provided a certificate of coverage, the Contractor is representing to the Owner that all employees of the Contractor who shall provide services on the project shall be covered by workers' compensation coverage for the duration of the project, that the coverage shall be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements shall be filed with the appropriate insurance carrier or, in the case of a self- insured, with the Commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the Contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. 14.12.4. The Contractor's failure to comply with any of these provisions is a breach of contract by the Contractor that entitles the Owner to declare the contract void if the Contractor does not remedy the breach within ten calendar days after receipt of notice of breach from the owner. 15. LIENS: Contractor agrees to and shall indemnify and save harmless the City against any and all liens and encumbrances for all labor, goods and services which may be provided under the resulting agreement. At the City's request the Contractor or subcontractors shall provide a proper release of all liens or satisfactory evidence of freedom from liens shall be delivered to the City. Page 6 of 8 Specification No. 05-998-74 May 2006 16. VENUE: Both the City and the Contractor agree that venue for any litigation arising from a resulting agreement shall lie in Williamson County. 17. INDEPENDENT CONTRACTOR: It is understood and agreed that the Contractor shall not be considered an employee of the City. The Contractor shall not be within protection or coverage of the City's Worker' Compensation insurance, Health Insurance, Liability Insurance or any other insurance that the City from time to time may have in force and effect. PART 11 SPECIFICATIONS 1. SCOPE: This specification describes the goods and services for Used Fluid Recovery. This service shall meet or exceed all requirements herein and as mutually agreed between the Contractor and City. 2. STATEMENT OF INTENT: These specifications cover only the general requirements as to the collection, transporting, recycling and/or disposing of Used Fluids. 3. INTENDED USE: The purpose of these specifications and the resulting contract is to provide the City with services that shall collect, transport and recycle used motor oil (less than 10% water content) and dispose of used oil filters and used antifreeze liquid. 4. PRICING: Pricing indicated on the IFB shall be inclusive of all fees, charges and equipment necessary for the Contractor to perform the required services specified herein. 5. CONTRACTOR RESPONSIBILITIES: The Contractor shall be responsible for: 5.1. Adherence and conformance to all legal responsibilities relating to collection, transportation and disposal of Used Fluids and Filters. 5.2. Coordinating with the City's representative to establish pickup schedule and discuss any changes: Tracy Herring City of Round Rock, Environmental Services Division 2008 Enterprise Drive Round Rock, Texas 78664 512-218-5559, Fax: 512-341-3316 5.3. Providing all goods and services necessary to perform the service. 5.4. Scheduling pickup of used motor oil every 2 weeks (minimum) AND on request. 5.5. Providing City's representative with itemized manifest or documentation indicating quantities of used motor oil, oil filters and used antifreeze collected. 6. BIDDER QUALIFICATONS: The opening of a bid shall not be construed as the City's acceptance of such bidder as qualified and responsible. The City reserves the right to determine the lowest responsible bidder from information submitted with the bid. All bidders shall furnish the following information at a minimum: 6.1. References: Provide the name, address, telephone number and point of contact of at least three firms that have utilized the same product and services for at least 2 years. References may be checked prior to award. Any negative responses received may result in disqualification of bid. 6.2. Identify any subcontractors to be used for this project. Experience, qualifications and references of the subcontractors shall be submitted. The City reserves the right to approve or disapprove all subcontractors prior to any work being performed. 7. ESTIMATED REQUIREMENTS: The quantities stated in Attachment "A" are the best estimate of the City's needs on a monthly basis. Page 7 of 8 Specification No. 05-998-74 May 2006 PART III SERVICE, ACCEPTANCE AND PAYMENT 1. SERVICE LOCATIONS: Used Fluid Recovery services are to be provided to the following locations: 310 Deepwood Drive, Round Rock, TX. 78664 * 1992 Rawhide, Round Rock, TX. 78664 * 300 South Blair, Round Rock, TX. 78664 * 2008 Enterprise Drive, Round Rock, TX. 78664 * 3300 Gattis School Road, Round Rock, TX. 78664 * Indicates "Oil Only" locations 2. INVOICING/PAYMENTS: All invoices and payments should be furnished to the City on separate documents. Documentation shall match individual manifests provided to City representative. 2.1. Contractor shall submit one original and one copy of each invoice on a monthly basis to the following address: Tracy Herring City of Round Rock, Environmental Services Division 2008 Enterprise Drive Round Rock, TX78664 2.2. All payments from the Contractor should be made payable to City of Round Rock and accompany corresponding statements to the above address. 2.3. Contractor shall make clear and definite separation of payable and receivable amounts for accounting purposes. 3. PROMPT PAYMENT POLICY: Payments shall be made within thirty days after the city receives the supplies, materials, equipment, or the day on which the performance of services was completed or the day on which the City receives a correct invoice for the supplies, materials, equipment or services, whichever is later. The Contractor may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this policy does not apply to payments made by the City in the event: 3.1. There is a bona fide dispute between the City and Contractor concerning the supplies, materials, services or equipment delivered or the services performed that causes the payment to be late; or 3.2. The terms of a federal agreement, grant, regulation, or statute prevent the City from making a timely payment with Federal Funds; or 3.3. There is a bona fide dispute between the Contractor and a subcontractor or between a subcontractor and its suppliers concerning supplies, material, or equipment delivered or the services performed which caused the payment to be late; or 3.4. The invoice is not mailed to the City in strict accordance with instructions, if any, on the purchase order or agreement or other such contractual agreement. 4. OVERCHARGES: Contractor hereby assigns to purchaser any and all claims for overcharges associated with this agreement which arise under the antitrust laws of the Untied States, 15 USGA Section 1 et seq., and which arise under the antitrust laws of the State of Texas, Bus. and Com. Code, Section 15.01, et seq. Page 8 of 8 ATTACHMENT "A" - Bid Proposal Used Fluid Recovery Services - Specification 05-987-74 RETURN SIGNED ORIGINAL AND ONE COPY OF SPECIFICATION BIDDER SHALL SIGN BELOW Authorized Signature Calvin Hpinp 05/15/06 Date Print Name TAX ID NO.: 74-2566864 LEGAL BUSINESS NAME: H & H Waste Oil, Inc . ADDRESS: 20909 F. M.685 ITEM # CLASS & ITEM DESCRIPTION CONTACT: Calvin Heine ESTIMATED QUANTITY Annually REIMBURSEMENT PRICE (Per gallon) 1 *USED MOTOR OIL Gallons < 10% water *Shall be picked up every 2 weeks (minimum) and upon request 24,000 gal. $ 0.50/Gal. EPA No. TXD 987990884 TCEQ No. A85213 ITEM # CLASS & ITEM DESCRIPTION ESTIMATED QUANTITY DISPOSAL CHARGE (Per drum) 2 *USED OIL FILTERS 55 gallon drums 12 drums $ No Charge ITEM # CLASS & ITEM DESCRIPTION ESTIMATED QUANTITY DISPOSAL CHARGE (Per gallon) 3 *USED ANTIFREEZE 55 gallon drums 660 gal. $ No Charge ITEM # CLASS & ITEM DESCRIPTION ESTIMATED QUANTITY CHARGE ° Any Additional Fees - please describe $ No Charge 5 Any Additional Fees - please describe $ No Charge RETURN SIGNED ORIGINAL AND ONE COPY OF SPECIFICATION BIDDER SHALL SIGN BELOW Authorized Signature Calvin Hpinp 05/15/06 Date Print Name TAX ID NO.: 74-2566864 LEGAL BUSINESS NAME: H & H Waste Oil, Inc . ADDRESS: 20909 F. M.685 ADDRESS: Pf lugerville , TX 78660 CONTACT: Calvin Heine TELEPHONE NO.: 512-990-1498 or 512-845-7214 BUSINESS ENTITY TYPE: S Corporation EPA No. TXD 987990884 TCEQ No. A85213 As stated in Part II (6) Attach 3 references and provide list of any subcontractors to be used for this project. Mail signed original to: Tracy Herring City of Round Rock Environmental Services 2008 Enterprise Drive Round Rock, TX 78664 (512) 218-5559 Return by June 1, 2006 ACD8D. CERTIFICATE OF LIABILITY INSURANCE iENODUCESt William Gammon Insurance 3.615 Guadalupe MAU-II TX 78701 Ibome:512-477-6745 DATE (WVWYYYY) 1140HIPa►�-1Dli 05/15/06 THIS CERTIFICATE 18 ISSUED A8 A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUC E3 BELOW. INSURERS AFFORDING COVERAGE NAIC • Waste Ol Inc. 20909 X1168Heine Pfiugerville TX 78660-7639 NSt ael A AmCOmp INSURER 8'. Pairslont Specialty Group INSURER C: INSURER 0: INSURER E' COVERAGES 11E POLICIES OF INSURANCE LISTED BELOW HAVE BEBV ISSUED TO TIE NSD NAMED ABOVE FOR THE RESPECT TO NN/CHLICY CERTIFICPERIOD ATE MAYATTE BE DNOTAITHST $ ANY /EQUIPMENT. TERM OR CONDITION OF ANY C IDRACT 0R 011 -ER Damson wnH OR MAY PERTAIN. TIE NSU/RMJCE AFFORDED BY TIE POLICIES DESCRIBED IEREN IS SUBJECT TO ALL TIE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICES. AGGREGATE LIMOS SHOWN MAY HAVE BEEN REDUCED BY PMD CLAIMS. BAR .tan. UR HS 1 TYPE OF NODUNCE POLICY NUMBER GENERAL LIABILITY, X Co►.IERCIAL GENERAL LIABILITY ICLAIMS MADE n OCCUR 1 GENL AGGREGATE LIMIT APPLIES PER: —1 POLICY n n LOC AUTOIIOBI.E LosanY 3c ANY AUTO ALL OWNED AUTOS SCIEDUIED AUTOS X HIRED AUTOS X MONFOMI ED AUTOS LPP21000489 D IIA14 ON's 08/20/05 DADAIEE t(IBN O YYA) 08/20/06 EACH OCCURRENCE 11,000,000 DPVIMUC W Rtmw PREMISES (E. ooarM+os) 1100,000 FED EXP (My AM WINN 15,000 PERSONML 1 ADV NJURY :1,000,000 GENERAL AGGREGATE $2,000,000 PRODUCTS - COFPAP AGG 12,000,000 LSA26000038 08/20/05 08/20/06 COMBINED SINGLE LIMIT (E..cadrt) 1,000,000 BODILY INJURY (Pr Person) $ BODILY I JLRY (Pr.cddrt) PROPERTY DAMAGE (Pr.cddert) $ 1 GARAGE UNDID Y IR ANY MRO AUTO OILY - EA ACCDENT $ OTTER THAN AUTO OILY: EA ACC AGG i EXOJMBRBLA LMBLRY x I Occi LI o.JYMS IMDE oEDu T E RETENTION 110 , 000 WORPERS COIN ENSAT10N ANO NN�LOrvM LIABauY urrlvE O I SPECIAL PIS below 01161 LUS29000337 08/20/05 08/20/06 EACH OCCURRENCE 14,000,000 AGGREGATE 14,000,000 HCS -90 $Included $ 4173031 08/20/05 08/20/06 X 1TORY LIAIiNi - I VER 8 E.L. EACH ACCIDENT $1,000,000 E . DISEASE - EA EWPLOYEE 81,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 08/20/05 POLL 08/20/06 La*26000038 CA9948-BPO*DENED Dimin PT10N of OPERATIONM J L.00ATIONM J VOECLEs 1 EXCLUSIONS ADDED Br DDORSENNa+T J SPECIAL PROVINIONM 3 Pollution Liab Por Covered Autos I6 3-90 $1,000,000 CERTIFICATE HOLDER CANCELLATION Tor Information Purposes Only SHOULD ANY OF THE MOVE DESCRIBED POLICE$ BE CANCELLED BEM* THE IDIN RAT/0N DATE swear, THE mum mama MALL ENAMOR TO MM. 10 oars varrns4 NOTICE TO TIE CERTIFICATE POLDER NAMED TO THE LEFT, TUT FAI UE TO 00 SO SHALL BIOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. ATM ACORD 25 (2U01Ai) 0 *CORD COR POR/CiiOfi 1888 DATE: July 7, 2006 SUBJECT: City Manager Meeting - July 14, 2006 ITEM: Action authorizing for the City Manager to execute an agreement for Used Fluid Recovery Services with H&H Waste, Inc. Department: Water/Wastewater Utility Department Staff Person: Tom Clark, Director of Utilities Justification: This agreement will allow continued safe disposal of automotive products and will generate income of $0.50 per gallon of oil recycled. Oil filters and antifreeze products will be recycled at no cost to the City. Funding: Cost: N/A Source of funds: Utility Funds Outside Resources: Background Information: The City of Round Rock's Environmental Services Division has collected oil, antifreeze and oil filters for over 15 years. Currently, there are five collection sites for used oil with a main site that collects all three items located at 310 Deepwood Drive. Approximately 20,000 gallons of oil is collected annually through this program. This program is necessary for the proper and safe disposal of Automotive products such as oil, antifreeze, oil filters, gasoline, diesel, power, brake and transmission fluids. Public Comment: