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HomeMy WebLinkAboutResolution - 2000-R0447 - Contract For Collection, Transportation, Disposal Of Hazardous Wastes - 12/14/2000Resolution No. 2000-RO447 December 14, 2000 Item No. 18 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Contract for Household Hazardous Waste Collection by and between the City of Lubbock and Envirosolve, L.L.C., and other related documents. Said Contract is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this 14th day of ve ember 2000. INDY SITT YO APPROVED AS TO CONTENT: Dan Dennison Environmental Compliance Manager APPROVED AS TO FORM: William de Haas Competition and Contracts Manager/Attorney RKC:cp Ccdoes/Enviroso]ve.Res December 6, 2000 RFP #2734X)/LR, collection, Transportation and Disposal of Hazardous wastes Resolution No. 2000-RO447 HOUSEHOLD HAZARDOUS WASTE COLLECTION AGREEMENT ffi This Agreement dated this day of December 2000, by and between the City of Lubbock, Texas (the Sponsor) and Envirosolve, LLC, states as follows: WHEREAS the Sponsor desires to conduct a Household Hazardous Waste Collection Program to Provide a safe, convenient place where citizens of Lubbock, Texas can dispose of stored household hazardous wastes, and WHEREAS the Sponsor desires to hire a professional contractor knowledgeable and experienced Conducting such a waste disposal program, and WHEREAS Envirosolve, LLC has represented that it is staffed with personnel knowledgeable and experienced in conducting such a waste disposal program. WITNESSETH: Now therefore in consideration of the mutual promises and benefits of this Agreement, the Sponsor and Envirosolve, LLC agree as follows: 1. EMPLOYMENT OF Envirosolve, LLC The sponsor agrees to hire Envirosolve, LLC and Envirosolve, LLC agrees to act as the Sponsor's contractor to conduct the Household Hazardous Waste Collection Program on March 31, 2001. II. SCOPE OF SERVICES. Envirosolve, LLC shall perform in a good and professional manner the services identified in the Sponsor's Request for Proposal dated December 5, 2000, copies of which are attached hereto and incorporated by reference, as well as the service listed in this Agreement. Any conflict between the terms of this Agreement and the t@rms of the Request for Proposal or the Proposal will be governed by the terms of this Agreement. A. Envirosolve, LLC shall have present at the collection site employees or agents of Envirosolve, LLC as described in the Proposal trained in the identification of hazardous and acutely hazardous wastes (collectively "Wastes') as defined by federal or state laws or regulation, and such materials and equipment as are necessary to handle, containerize, label, load and transport such Wastes from the Sponsor's service area in a manner conforming, to state and federal laws and regulations. B. Envirosolve, LLC shall accept Wastes, for transportation and disposal from the Sponsor service area, only from such individuals as are designated by a Sponsor representative present at the site as being residents of the Sponsor service area, and only in such amounts as are approved by such representative. Except as provided in Paragraph d and below, Envirosolve, LLC disclaim responsibility for and assumes no liability for the following Wastes w ' it will neither b"die at the site nor accept for disposal: Compressed Gas Cyli rs, Explosives or Shock Sensitive Materials agcKirimunition, Unknown Materials, Radioactive Ma als, Infectious or Biologically Active rials, Dioxin, Tri, Tetra- and Pentachiorophenois and their orophenoxy derivative Acids ere, Ethers, amine and other Salts (i.e., Sodium Pentachlorophenate, , 4, 5-T, Siivex and 2 , TP). Dioxin associated Wastes from households only will be handled by Env solve, LL rough incineration and the Sponsor will compensate Envirosolve, LLC for packagin portation, and disposal in accordance with the fee schedule. D. If a citizen brings aste chemical ed in Paragraph C to the collection station and the Sponsor ides to accept the Waste, irosolve, LLC will package the material for the Spo r and the Sponsor will compensate solve, LLC for packaging services :j-5 t_ in rdance with the fee schedule in the Proposal. 'rosolve, LLC shall arrange for disposal of such materials with a properly permitted and lice Subcontractor. 273=LR4"M.dW 1 C'. Env %fc)50lve LLC oxcep� J c-cu/yo' 'Cese4ee' RFP #273-001R, Collection, Transportation and Disposal of Hazardous Wastes III. TIME OF PERFORMANCE. Envirosolve, LLC shall begin the services to be performed under this Agreement upon Notice to Proceed from the Sponsor, and shall undertake such services to assure readiness for and successful completion of the Household Hazardous Waste Collection Program. IV. TERMINATION. Either party may terminate this Agreement upon sixty (60) days prior written notice to the other, provided that such termination shall be without prejudice to any other remedy the party may have. In the event of termination, any work in progress will continue to completion unless specified otherwise in the notice of termination. The Sponsor shall pay for any such work in progress that is completed by April 30, 2001 and accepted by the Sponsor, V. EXCUSE OF PERFORMANCE. The Sponsor's obligation to deliver and Envirosolve, LLC's obligation to accept for servicing any waste pursuant to this agreement may be suspended by either party, in the event of. act of God, war, riot, fire, explosion, accident, flood, sabotage; lack of adequate fuel, power, raw material, labor, containers, or transportation facilities; compliance with governmental permits or other required licenses or'approvals; breakage or failure of machinery or apparatus; national defense requirements or any other such event beyond the reasonable control of such party; labor trouble, strike, lockout or injunction (provided that neither party shall be required to settle a labor dispute against its own best judgement); which event prevents the delivery, transportation, and acceptance, treatment, incineration, or disposal of waste. Vl. COMPENSATION AND PAYMENT. The Sponsor agrees to pay Envirosolve, LLC for its services in accordance with the price and terms of payment set forth in the attachments to this Agreement. Payment terns are net 30 days from invoice. The parties agree that damages for breach of Sponsor's obligation under this portion of the contract would be difficult or impractical to determine as a result of the difficulty of precisely measuring the additional administrative costs that Envirosolve, LLC incurs for delinquent accounts. Because of the difficulty in determining the damages resulting from Sponsor's breach of its obligation to make payment when due, Envirosolve, LLC and Sponsor agree that, in the event Sponsor fails to make payment when due, an amount equal to 1.5% per month will be added to all amounts outstanding for more than thirty (30) days. This amount will be calculated on the number of days in excess of thirty (30) days past the invoice date to the date payment is received at Envirosolve, LLC. Sponsor is responsible for notifying Envirosolve, LLC of any question concerning an invoice. In addition, Sponsor shall be responsible for collection agency or legal fees incurred in collecting payment of an invoice. Sponsor shall reimburse Envirosolve, LLC for taxes, tariffs, fees, surcharges, or other changes imposed by legislation or regulations enacted or promulgated after the execution date of this Agreement and levied specifically upon the transportation, treatment, storage, incineration, recycling- or disposal of the waste upon thirty (30) days written notice of such change in legislation and upon submission by Envirosolve, LLC of evidence that such changes have been levied or paid. VII. GENERATOR STATUS. Envirosolve, LLC shall be deemed to be the "Generator", for recordkeeping and paperwork purposes, of all Wastes accepted by Envirosolve, LLC during the Household Hazardous Waste Program from residents of the Sponsor's service area. VIII. LICENSES. Envirosolve, LLC certifies, that on the day of collection, it will have: A. Valid Environmental Protection Agency ("EPA') identification numbers for transportation and storage of hazardous and acutely hazardous Wastes: and B. A valid (state) permit for transportation of Hazardous Wastes. IX. INSURANCE. Envirosolve, LLC Shall procure and maintain, at it's expense during -the term of this agreement, no less than the following insurance covering- the services to be performed under this agreement: 273-00J1-R-Opsmdoe 2 RFP #273-WILR, Collection, Transportation and Disposal of Hazardous Wastes (a) General Liability to include bodily injury and property damage with an annual a-2re2ate combined single limit of $5,000,000; (b) Pollution Legal Liability to include bodily injury and property damage with an annual aggregate combined single limit of $5,000,000 and to include a MCS -90 endorsement for hazardous materials transportation with an additional $5,000,000 combined single limit annual aggregate; (c) Commercial Auto Liability to include bodily injury and property damage with an annual aggregate combined single limit of $5,000,000; (d) Worker's Compensation Insurance in accordance with the statutes of the State of Texas and; (e) Employer Liability in the amount of $500,000. All policies shall contain a waiver of subrogation. The City of Lubbock shall be named as an additional insured on the General Liability, Pollution Liability, and Commercial Auto Liability policies. Envirosolve, LLC shall maintain on file with the City of Lubbock Purchasing Department during the entire term of the contract, a Certificate of Insurance for all required coverages. The City of Lubbock requires a 10 day cancellation or non -renewal notice to be filed by the insurance company with the City of Lubbock Purchasing Department. X. TITLE TO WASTE. Title to all identified waste accepted by Envirosolve, LLC at the site from residents of the Sponsor's service area for transport and disposal by Envirosolve, LLC shall pass directly from such residents to Envirosolve, LLC at the time of its acceptance. XI. WARRANTY. Envirosolve, LLC warrants that it understands the currently known hazards and suspected hazards which are presented to persons, property and the environment by the transportation, treatment and disposal of Wastes. Envirosolve, LLC further warrants that it will perform all services under this Agreement in a safe, efficient and lawful manner using industry - accepted practices, and in full compliance with all applicable state and federal laws governing its activities under this Agreement, and that it is under no le -al restraint or order which would prohibit transfer of possession or title of collected Wastes to Envirosolve, LLC or prohibit the servicing of and/or assist Envirosolve, LLC, as requested, with its defense, negotiation, adjustment and or settlement of a claim against Sponsor. XII. INDEMNIFICATION. A. Envirosolve, LLC shall indemnify, hold harmless and defend the Sponsor from and against any and all liabilities, claims, penalties, fines, forfeitures, suits and the costs and expenses incident thereto (including cost of defense, settlement, and reasonable attorney's fees) which may be alleged against the sponsor or which the Sponsor may incur, become responsible for, or pay out as a result of death or bodily injury to any person, destruction or damaged to any property, contamination of or adverse effects on the environment, or any violation or alleged violation of governmental laws, regulations or orders, to the extent that such damage was caused by Envirosolve, LLC's or Envirosolve, LLC's agents' negligent, willful or intentional act or omission, breach of contract or a failure of Envirosolve, LLC's warranties to be true, accurate or complete. B. To the extent allowed by law, the Sponsor shall indemnify, hold harmless and defend Envirosolve, LLC from and against any and all liabilities, claims, penalties, fines, forfeitures, suits and the costs and expenses incident thereto (including cost of defense, settlement, and reasonable attorney's fees) which may be alleged against Envirosolve, LLC or which Envirosolve, LLC may incur, become responsible for, or pay out as a result of death or bodily injury to any person, destruction or damage to any property, contamination of or adverse effects on the environment, or any violation or alleged violation of governmental laws, regulations or orders, to the extent that such damage was caused by the Sponsor's or the Sponsor's agents' negligent, willful or intentional act or omission, breach of contract or a failure of the Sponsor's warranties to be true, accurate or complete. XIII. INDEPENDENT CONTRACTOR. Envirosolve, LLC is and shall perform this agreement as an independent contractor and, as such shall have and maintain complete control over all of its employees and operations. Neither Envirosolve, LLC nor anyone employed by it shall be, 273M LR-rfpsvc.doc 3 RFP #273-001R, Collection, Transportation and Disposal of Hazardous Wastes represent, act, purport to act, or be deemed to be the agent, representative, employee or servant of the Sponsor. XIV. MODIFICATIONS. No modification of this Agreement shall be binding on Envirosolve, LLC or the Sponsor unless set out in writing signed by both parties, except however that the Price List may be modified by Envirosolve, LLC providing thirty (30) days written notice to the Sponsor, XV. HEADINGS. The titles of the paragraph of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting the provisions of this Agreement. XVI. COMPLETENESS OF AGREEMENT. This Agreement and any documents incorporated by reference herein contain all the terms and conditions agreed to by the Sponsor and Envirosolve, LLC, and no other agreements, oral or otherwise, regarding the subject matter of this Agreement or any part thereof shall have any validity or bind any Of the parties hereto. XVII WHEN RIGHTS AND REMEDIES NOT WAIVED. In no event shall the making by the Sponsor of any payment to Envirosolve, LLC constitute or be construed as a waiver by the Sponsor of any breach of covenant, or any default which may then exist, on the part of Envirosolve, LLC, and the making of any such payment by the Sponsor while any such breach or default exist shall in no way impair or prejudice any right or remedy available to the Sponsor which respect to such breach or default. Any waiver by either party of any provision or condition of this Agreement shall not be construed or decreed to be a waiver of any provision or condition of this Agreement, nor a waiver of a subsequent breach of the same provision or condition, unless such waiver be expressed in writing by the party to be bound. XVIII. PERSONNEL. Envirosolve, LLC represents that it has, or will secure at its own expense, all personnel required in performing the services under this Agreement. Envirosolve, LLC is and shall perform this agreement as an independent contractor, and as such, shall have and maintain complete control over all its employees and operation. XIX. NON-DISCRIMINATION PROVISION. During the performance of this Agreement, Envirosolve, LLC agrees as follows: A. Envirosolve, LLC will no discriminate against any employee or applicant for employment because of race, religion, color, sex or national origin, except where religion, sex or national origin is a bona fide occupational qualification reasonable necessary to the normal operation of Envirosolve, LLC. Envirosolve, LLC agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of the nondiscrimination clause. B. Envirosolve, LLC, in all solicitations or advertisements for employees placed by or on behalf of Envirosolve, LLC, will state that Envirosolve, LLC is an equal opportunity employer. C. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section. XX. NOTICES. Any notices, bills, invoices or reports required by this Agreement shall be sufficient if sent by the parties in the United States mail, postage paid, to the address noted below: If to the Sponsor: Tommy Bartley 273-00vLR-rrpsvc.doc City of Lubbock, Texas P.O. Box 2000 Lubbock TX 79457 4 RFP #273-00/1-R, Collection, Transportation and Disposal of Hazardous Wastes If to Envirosolve, LLC: Glen A. Cole Envirosolve, L.L.0 2120 Southwest Blvd. Tulsa, OK 74107 Sponsor shall give written notice to Envirosolve, LLC of a claim for indemnification under paragraph 12 of this Agreement within fifteen (15) days following Sponsor's first knowledge of the event or occurrence which gives rise to that claim. Upon receipt of notice, and determination by Envirosolve, LLC that Sponsor has a valid claim for indemnification, Envirosolve, LLC shall have the right to retain counsel to defend, negotiate, adjust and/or settle a claim against Sponsor and Envirosolve, LLC will pay reasonable attorney's fees and other litigation expenses. Envirosolve, LLC has no obligation to indemnify Sponsor when Sponsor does not provide timely notice of a claim allowing Envirosolve, LLC the timely opportunity to defend, negotiate, adjust and/or settle claim. XXI. GOVERNING LAW. The Sponsor and Envirosolve, LLC agree that the validity and construction of this Agreement shall be governed by the laws of Texas, except where preempted by federal law. XXII. PATENT INFRINGEMENT. Envirosolve, LLC agrees to hold harmless and defend Sponsor against all liability for claims for past, present or future patent infringement relating to any apparatus, process, design, product, composition or structure which is made, constructed, used, sold, practiced or supplied by Envirosolve, LLC to Sponsor for the purpose of fulfilling the terms of this Agreement except to the extent that Sponsor directed Envirosolve, LLC to use a specific product of process, which utilization resulted in the infringement. XXIII. SEPERABILITY. If any section, subsection, sentence or clause of this Agreement shall be adjudged illegal, invalid or unenforceable such illegality, invalidity, or unenforceability shall not affect the legality, validity or enforceability of this Agreement as a whole or of any section, subsection, sentence or clause hereof not so adjudged. IN WITNESS WHEREOF, the City of Lubbock and Envirosolve, LLC have executed this Agreement as of the date first written above. CITY OF LUBBO(;K: BY: f'� "i I , 4A WINDY SITTON 0 BY: 4 KAYTHIE 273-0XR-rfpsvc.doc 5 RFP #273-00/1.11, Collection, Transportation and Disposal of Hazardous Wastes APPROVED AS TO CONTENT: BY: DAN DENNISON ENVIRONMENTAL COMPLIANCE MANAGER APPROVED AS TO FORM: BY: r -- WILLIAM DE HAAS, COMPETITION AND CONTRACTS MANAGER Envirosolve LLC BY: J. Scott Logan CEO 273 YLR-rfpsvc.doc 6