CM-07-08-195CITY OF ROUND ROCK
AGREEMENT FOR USED FLUID RECOVERY SERVICE
WITH FUEL BLENDERS
THE STATE OF TEXAS
CITY OF ROUND ROCK
COUNTY OF WILLIAMSON
KNOW ALL BY THESE PRESENTS:
That this Agreement for Used Fluid Recovery Service (referred to herein as the
"Agreement") is made and entered into on this theday of the month of i=i, , ;;, ,
2007, by and between the CITY OF ROUND ROCK, TEXAS, a home -rule municipality whose
offices are located at 221 East Main Street, Round Rock, Texas 78664 (referred to herein as the
"City"), and FUEL BLENDERS, INC., a Texas corporation whose offices are located at 15218
FM 1660, Taylor, Texas 76574 (referred to herein as "Fuel Blenders"). 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 07-998-74 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 Fuel Blenders; and
WHEREAS, Fuel Blenders 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:
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1.01 DEFINITIONS
A. Agreement means the mutually binding legal contract between City and Fuel
Blenders whereby Fuel Blenders is obligated to provide specified services and perform specified
obligations, and City is obligated to perform specified obligations. The Agreement includes the
following: (a) City's Specification Number 07-998-74 dated May 2007; (b) Purchaser's
Response dated May 30, 2007; (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:
Texas.
(1) This Agreement;
(2) Purchaser's Response dated May 30, 2007;
(3) City's Invitation for Bids, exhibits, and attachments.
B. City means the City of Round Rock, located in Williamson and Travis Counties,
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. Fuel Blenders means Fuel Blenders, 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 Fuel Blenders 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.
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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 Fuel Blenders 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 Fuel Blenders 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 Fuel Blenders shall reimburse City sixty cents ($0.60) per gallon for same.
(2) Used oil filters shall be picked up by Fuel Blenders 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 Fuel Blenders 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 Fuel Blenders 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, TX
(2) 910 Luther Peterson Round Rock, TX
(3)
1992 Rawhide, Round Rock, TX
(4) 300 South Blair, Round Rock, TX
2008 Enterprise Drive, Round Rock, TX
3300 Gattis School Road, Round Rock, TX
(5)
(6)
Used Oil, Oil Filters and
Antifreeze
Used Oil, Oil Filters and Fuel
Filters
Used Oil ONLY
Used Oil ONLY
Used Oil ONLY
Used Oil ONLY
4.01 FUEL BLENDERS' OBLIGATION TO PROVIDE SERVICES
As a continuing obligation, Fuel Blenders 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 Fuel Blenders 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,
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and Fuel Blenders may be charged the difference, if any.
5.01 FUEL BLENDERS' CONTRACTUAL RESPONSIBILITIES
A. Fuel Blenders agrees to perform all of its contractual responsibilities and
obligations in accordance with standards of the industry. Fuel Blenders shall use best efforts to
supervise and direct its agents or employees competently, efficiently, and safely. Fuel Blenders
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. Fuel Blenders 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. Fuel Blenders 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. Fuel Blenders 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. Fuel Blenders 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. Fuel Blenders agrees to schedule pick-up of used motor oil at a minimum of once
every two (2) weeks and upon request by City.
G. Fuel Blenders 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. Fuel Blenders agrees to pick-up schedules that occur during City's regular
business hours. Fuel Blenders shall utilize its own equipment and personnel, and both parties
agree that no City equipment or forces shall be used.
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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
7.01 RATES AND PAYMENT
During the term of this Agreement and any renewals, Fuel Blenders agrees to pay City
for specified used fluids taken at the following fixed firm rate: $0.60 per gallon for used motor
oil.
Fuel Blenders shall render a monthly statement to City, making a clear and definite
separation of payable and receivable amounts for accounting purposes. Fuel Blenders 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 Fuel
Blenders to City shall be made payable to the City of Round Rock, Texas and shall accompany
corresponding statements to City's representative.
8.01 FUEL BLENDERS' OBLIGATION TO TAKE
Fuel Blenders is obligated to take the estimated amounts specified in this Agreement, per
twelve-month period. Fuel Blenders shall be obligated to pay City based upon such contractual
amount.
Fuel Blenders 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 Fuel Blenders 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.
Fuel Blenders 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 Fuel
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Blenders 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
Fuel Blenders shall be declared in default of this Agreement if it does any of the
following:
(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 Fuel
Blenders.
B. In the event of any default by Fuel Blenders, City has the right to terminate this
Agreement for cause, upon ten (10) days' written notice to Fuel Blenders.
C. Fuel Blenders 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 Fuel Blenders 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 Fuel Blenders until the amount due has been paid in full.
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13.01 INDEMNIFICATION
Fuel Blenders 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
Fuel Blenders, or Fuel Blenders' agents, employees or subcontractors, in the performance of Fuel
Blenders' 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 Fuel Blenders (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
Fuel Blenders, 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.
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 Fuel Blenders, Inc.:
Charlie Seggern
Fuel Blenders
15218 FM 1660
Taylor, TX 76574
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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 Fuel Blenders.
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 Fuel Blenders. This Agreement may only be amended or supplemented by mutual
agreement of the parties hereto in writing.
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 Fuel Blenders 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 Fuel Blenders 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
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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. Fuel Blenders 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. Fuel Blenders understands and agrees that time is of the essence
and that any failure of Fuel Blenders to fulfill obligations for each portion of this Agreement
within the agreed timeframes will constitute a material breach of this Agreement. Fuel Blenders
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 Fuel Blenders' 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 Fuel Blenders 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:
J m s R. Nuse, P.E., City Manager
Da Signed: -0'7
APP
ED AS TO ORM FOR CITY:
Stepha
. Sheets, City Attorney
FUEL BLENDERS, INC.
By: CL'
Printed Name: C \c
\ t, S •-�cst •1
Title: Oft R w rt sc..-
Date
awDate Signed: 'S - 1- 0 1
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ATTEST:
Christine R. Martinez, City Secretary
DATE: August 13, 2007
SUBJECT: City Manager Approval - August 17, 2007
ITEM: Authorize the City Manager to execute a contract for Used Fluid
Recovery Service with Fuel Blenders.
Department: Water and Wastewater Utilities
Staff Person: Michael D. Thane, P.E., Director of Utilities
Justification:
Award of contract to Fuel Blenders to perform automotive recycling services for the City's
Recycling Center and City Shop facility. This contract includes the recycling of used motor
oil, antifreeze, oil filters and fuel filters.
Funding:
Cost:
Fuel Blenders will be paying the city $0.60 per gallon for the collection
of oil. There will be no charge for antifreeze and filters.
Source of funds: N/A
Outside Resources: N/A
Background Information:
The City of Round Rock has offered recycling services for automotive products to its citizens
since 1992. Automotive products such as oil, antifreeze and oil filters are collected at the
Deepwood Recycling Center. Residential oil is also collected at four other offsite locations
and average approximately 2,000 gallons of recycled oil per month. The City Shop also
collects oil, oil filters and fuel filters from the maintenance of the city vehicles. The
residential units average approximately 2,000 gallons of recycled oil per month. To be in
compliance with TCEQ requirements, these items must be handled and recycled by a
licensed operator.
Public Comment: N/A
Blue Sheet Format
Updated 01/20/04