Loading...
HomeMy WebLinkAboutResolution - 6171 - Contract - Envirosolve, Southwest Inc.- Household Hazardous Waste Collection - 01/28/1999Resolution No. 6171 Item No. 32 January 28, 1999 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, Southwest, Inc., and 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 City Council. Passed by the City Council this 28th day of January 1999. W NDY SI ON, M YO ATTEST: . (W -L' Kaythi Darnell City Secretary APPROVED AS TO CONTENT: Rob n Environmental Services Manager APPROVED AS TO FORM: A44� & Alv� William de Haas Competition and Contracts Manager/Attorney Uccdocs/Envirosolve. Res January 14, 1999 Resolution No.6171 Item No. 32 January 28, 1999 HOUSEHOLD HAZARDOUS WASTE COLLECTION AGREEMENT 14, This Agreement dated this day of January, 1999 by and between the City of Lubbock, Texas (the Sponsor) and Envirosolve Southwest, Inc. 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 in conducting such waste disposal activities, and WHEREAS Envirosolve Southwest, Inc. has represented and warranted to the Sponsor, and by it's execution hereto, represents and warrants to the Sponsor that it is staffed with personnel knowledgeable and experienced in conducting such waste disposal activities and that it is able and competent to conduct, in accordance with all laws, regulations and the terms of this Agreement, all activities contemplated hereunder, or related hereto. WITNESSETH: Now therefore, in consideration of the mutual promises and benefits of this Agreement, the Sponsor and Envirosolve Southwest, Inc. agree as follows: I. CONTRACTING OF Envirosolve Southwest, Inc. The Sponsor agrees to contract with Envirosolve Southwest, Inc. and Envirosolve Southwest, Inc. agrees to act as the Sponsor's contractor to conduct the Household Hazardous Waste Collection Program on April 17, 1999. II. SCOPE OF SERVICES. Envirosolve Southwest, Inc. shall perform in a good and professional manner the services identified in, 1) the Sponsor's Request for Proposal dated October 19, 1998, copies of which are attached hereto and incorporated by reference, 2) the services listed by Envirosolve Southwest, Inc. in the proposal dated November 8, 1998, copies of which are attached hereto and incorporated by reference, and 3) the services listed in this Agreement. Any conflict between the terms of this Agreement and the terms of the Request for Proposal or the Proposal will be governed by the terms of this Agreement. A. Envirosolve Southwest, Inc. shall have present at the collection site employees or agents of Envirosolve Southwest, Inc. 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 Southwest, Inc. 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. C. Envirosolve Southwest, Inc. claims all responsibility for and assumes all liability for all Wastes accepted for disposal, as per Envirosolve Southwest, Ind.'s proposal. D. Envirosolve Southwest, Inc. will package the material for the Sponsor and the Sponsor will compensate Envirosolve Southwest, Inc. for packaging services in accordance with the fee schedule in the Proposal. Envirosolve Southwest, Inc. shall arrange for disposal of such materials with a properly permitted and licensed Facility. E. Envirosolve Southwest, Inc. will track all expenses during the event to ensure that the City of Lubbock does not exceed the amount of $54,875.00, including mobilization fees. Envirosolve Southwest, Inc. must be able to provide immediate estimated costs to the Sponsor at any time during the event. At any time that Envirosolve Southwest, Inc. determines that the contract amount of up to $54,875.00 will be exceeded, Envirosolve Southwest, Inc. must inform the Sponsor of the need to cease allowing citizens into the event. The mobilization fees and disposal fees shall not exceed $54,875.00. Envirosolve Southwest,, Inc. shall be solely responsible for any costs above $54,875.00. III. TIME OF PERFORMANCE. Envirosolve Southwest, Inc. 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 Envirosolve Southwest, Inc. and accepted by the Sponsor. V. EXCUSE OF PERFORMANCE. The Sponsor's obligation to deliver and Envirosolve Southwest, Ine.'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. VI. COMPENSATION AND PAYMENT. The Sponsor agrees to pay Envirosolve Southwest, Inc. for its services in accordance with the price and terms of payment set forth in the attachments to this Agreement. Payment terms 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 Southwest, Inc. 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 Southwest, Inc. 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 Southwest, Inc.. Sponsor is responsible for notifying Envirosolve Southwest, Inc. 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 Southwest, Inc. for taxes, tariffs, fees, surcharges, or other charges 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 Southwest, Inc. of evidence that such changes have been levied or paid. VII. GENERATOR STATUS. Envirosolve Southwest, Inc. shall be deemed to be the "Generator", for recordkeeping and paperwork purposes, of all Wastes accepted by Envirosolve Southwest, Inc. during the Household Hazardous Waste Program from residents of the Sponsor's service area. VIII. LICENSES. Envirosolve Southwest, Inc. 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; B. A valid (state) permit for transportation of Hazardous Wastes; and C. Any other applicable federal or state license or permits necessary for the collection, transportation, storage, or disposal of hazardous waste. IX. INSURANCE. ENVHtOSOLVE SOUTHWEST, INC. 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: (a) General Liability to include bodily injury and property damage with an annual aggregate 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 Southwest, Inc. 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 Southwest, Inc. at the site from residents of the Sponsor's service area for transport and disposal by Envirosolve Southwest, Inc. shall pass directly from such residents to Envirosolve Southwest, Inc. at the time of its acceptance. XI. WARRANTY. Envirosolve Southwest, Inc. represents and warrants that it understands the currently known hazards and suspected hazards which are presented to persons, property and the environment by the collection, transportation, treatment and disposal of Wastes. Envirosolve Southwest, Inc. 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 legal restraint or order which would prohibit transfer of possession or title of collected. Wastes to Envirosolve Southwest, Inc. or prohibit the servicing of and/or assist Envirosolve Southwest, Inc., as requested, with its defense, negotiation, adjustment and or settlement of a claim against Sponsor. XII. INDEMNIFICATION. A. Envirosolve Southwest, Inc. 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 Southwest, Inc.'s or Envirosolve Southwest, Inc.'s agents' negligent, willful or intentional act or omission, breach of contract or a failure of Envirosolve Southwest, Inc.'s warranties to be true, accurate or complete. B. To the extent allowed by law, the Sponsor shall indemnify, hold harmless and defend Envirosolve Southwest, Inc. 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 Southwest, Inc. or which Envirosolve Southwest, Inc. 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 Southwest, Inc. 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 Southwest, Inc. nor anyone employed by it shall be, 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 Southwest, Inc. or the Sponsor unless set out in writing signed by both parties, except however that the Price List may be modified by Envirosolve Southwest, Inc. 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 Southwest, Inc., 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 Southwest, Inc. 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 Southwest, Inc., 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 Southwest, Inc. represents that it has, or will secure at its own expense, all personnel required in performing the services under this Agreement. Envirosolve Southwest, Inc. 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 Southwest, Inc. agrees as follows: A. Envirosolve Southwest, Inc. 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 Southwest, Inc.. Envirosolve Southwest, Inc. agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of the nondiscrimination clause. B. Envirosolve Southwest, Inc., in all solicitations or advertisements for employees placed by or on behalf of Envirosolve Southwest, Inc., will state that Envirosolve Southwest, Inc. 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: Rob Allison City of Lubbock, Texas P.O. Box 2000 Lubbock TX 79457 If to Envirosolve Southwest, Inc.: Christie Logan Envirosolve Southwest, Inc. 2131 S. Rosedale Ave. Tulsa, Oklahoma 74107 With a copy to: Sponsor shall give written notice to Envirosolve Southwest, Inc. 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 Southwest, Inc. that Sponsor has a valid claim for indemnification, Envirosolve Southwest, Inc. shall have the right to retain counsel to defend, negotiate, adjust and/or settle a claim against Sponsor and Envirosolve Southwest, Inc. will pay reasonable attorney's fees and other litigation expenses. Envirosolve Southwest, Inc. has no obligation to indemnify Sponsor when Sponsor does not provide timely notice of a claim allowing Envirosolve Southwest, Inc. the timely opportunity to defend, negotiate, adjust and/or settle claim. XXI. GOVERNING LAW. The Sponsor and Envirosolve Southwest, Inc. agree that the validity and construction of this Agreement shall be governed by the laws of Texas, except where preempted by federal law. XVII. PATENT INFRINGEMENT. Envirosolve Southwest, Inc. 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 Southwest, Inc. to Sponsor for the purpose of fulfilling the terms of this Agreement except to the extent that Sponsor directed Envirosolve Southwest, Inc. to use a specific product of process, which utilization resulted in the infringement. XXIIL SEVERABILITY. If any section, subsection, sentence or clause of this Agreement shall be adjudged illegal, invalid or unenforceable such illegality, invalidity, or uncnforceability 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 Southwest, Inc. have executed this Agreement as of the date first written above. WIBAC- Envirosolve So thwest, Inc.: BY: , MAYORrosolve So h est, Inc. TITLE: ATTES . BY: KAHIE DARNELL, CI SECRETARY APPROVED AS TO C NTENT: BY: ROE ENVIRONMENTAL SERVICES MANAGER APPROVED AS TO FORM:G ,r BY: iG r -- /J' 1 WILLIAM DE HAAS, COMPETITION AND CONTRACTS MANAGER