R-2022-123 - 4/14/2022 RESOLUTION NO. R-2022-123
WHEREAS, the City of Round Rock ("City") desires to contract for brush and wood waste
grinding and hauling services, and related services; and
WHEREAS, Section 252.022(1) of the Texas Local Government Code allow exemptions to
competitive bidding requirements for a procurement made because of a public calamity that requires
the immediate appropriation of money to relieve the necessity of the municipality's residents or to
preserve the property of the municipality; and
WHEREAS, on March 21, 2022, the City suffered injury to individuals and widespread and
severe damage to property resulting from a severe thunderstorm that produced one or more tornadoes;
and
WHEREAS, the City has determined that there is a need for brush and wood waste grinding
and hauling services; and
WHEREAS, the purchase of brush and wood waste grinding and hauling services is therefore
exempt from competitive bidding requirements in accordance with Section 252.022(1); and
WHEREAS, Austin Wood Recycling has submitted its proposal for the provision of such
services, and
WHEREAS, the City Council wishes to contract with Austin Wood Recycling, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS,
That the City Council finds that the procurement of all goods and services related to the
purchase of brush and wood waste grinding and hauling services with Austin Wood Recycling is
necessary to relieve the necessity of the Municipality's residents or to preserve the property of the
municipality, and as such, fall under the general exemptions to competitive bidding requirements cited
in Texas Local Government Code Section 252.022(l).
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That the Mayor is hereby authorized and directed to execute on behalf of the City an
Agreement for Brush and Wood Waste Grinding and Hauling Services with Austin Wood Recycling, a
copy of said Agreement being attached hereto as Exhibit "A" and incorporated herein.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 14th day of April, 2022.
6ix-id M )RbA N la or
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City of nd Roc PTexas
ATTEST:
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MEA AN 11KS, Cit Clerk
!:[! HIBIT
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ITT OF ROUND ROCK AGREEMENT
FOR BRUSH AND WOOD WASTE GRINDING AND HAULING SERVICES
WITH
AUSTIN RECYCLING
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE Ss
COUNTY OF WILLIAMSON
COUNTY 1F TRAVIS
THIS AGREEMENT (referred to herein as the "Agreement"), is for brush and wood
waste grinding and hassling, and related services, and is made on the day of the month of
2022, by and between the CITY OF ROLFND ROCK, a Texas home-rule
municipality, whose offices are located at 221 East Main Street, Round Rock,Texas 78664-5299
(referred to herein as "City"), and AUSTINRECYCLING, whose offices are located at
3875 Fm Whitestone Blvd., Cedar Park, Texas 78613 (referred to herein as "Vendor"). This
Agreement supersedes and replaces any previous agreements between the warned parties,
whether oral or written, and whether or not established by custom and practice.
RECITALS:
WHEREAS, the City of Round Rock, on the 211 day of March 2022, suffered injury o
individuals and widespread and severe damage to property resulting from a severe thunderstorm
that produced one or more tornadoes, and
WHEREAS, City has determined that there is a need for brush and wood waste grinding
and hauling services, and
WHEREAS, City desires to contract for the provision of such services, and City desires
to purchase same from Vendor;and
WHEREAS, Section 252°022.(1) of the Texas Local Government Code states that
expenditures for a procurement arae because of a public calamity that requires the immediate
appropriation of money to relieve the necessity of the municipality's residents or to preserve the
property of the municipality are exempt fro competitive bidding requirements;and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights,duties and obligations hereunder;
THEREFORE, I`I' SST c
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it i
mutually agreed between the parties as follows:
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
City is obligated to buy specified services and Vendor is obligated to sell same. The Agreement
includes any exhibits, addenda, and/or amendments thereto.
B. City means the City of Round Rock,Williamson and Travis Counties,Texas.
C. Effective Date means the date upon which the binding signatures of both parties
to this Agreement arc 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 govcrnment 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. Services mean work performed to meet a demand or effort by Vendor to comply
with promised delivery dates,specifications,and technical assistance specified.
F. Vendor means Austin Wood Recycling or any of its corporate structures,
successors or assigns,
2.01 EFFECTIVE DATE AND TERM
A. This Agreement shall be effective on the date this Agreement has been signed by
each party hereto, and shall remain in full force and effect unless and until it expires by operation
of the to indicated herein,or is terminated as provided herein.
13, The to of this Agreement shall be through December 31,2022.
C. City reserves the right to review the relationship at any time, and may elect to
terminate with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
The services which are the subject matter of this Agreement are described in Exhibit"A,"
together with this Agreement, comprise the total Agreement and they are fully a part of this
Agreement as if repeated herein in full.
2
4.01 ITEMS AND COSTS
A. Vendor specifically acknowledges and agrees that City is not obligated to use or
purchase any estimated annual quantity of services., Only if, as, and when needed by City, the
costs listed on Exhibit"A"shall be the basis of any charges collected by Vendor.
B. The City shall be authorized to pay the Vendor an amount not-to-exceed Two
Ifundired Fifty Thousand aia.d No/1.00 Dollars($250,000.00) for the to of this Agreement.
5.01 INVOICES
All invoices shall include,at a minimum, the following information.
AName and address of Vendor; and
B. Description of services rendered;
6.01 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may affect such, termination by
giving Vendor a written notice of termination at the end of its then-current fiscal year.
7.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A.,Texas Govemment Code, any payment to be
made by City to Vendor will be made within thirty (30) days of the date City receives services
under this Agreement, the date the performance of the services under this Agreement are
completed, or the date City receives a correct invoice for the services, whichever is later.
Vendor may charge interest on an overdue payment at the"rate in effect" on September I of the
fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b)., This Prompt Payment Policy does not apply to
payments made by City &
A. There is a bona fide dispute between City and Vendor, a contractor, subcon tractor,
or supplier about the service performed that causes the payment to be late;or
B. There is a bona fide dispute between Vendor and a subcontractor or between a
subcontractor and its supplier about the service performed that causes the payment to be late; or
Co The terms of a federal contract, grant, regulation, or statute prevent City firorn
making a timely payment with federal funds;or
IC: . The invoice is not mailed to City in strict accordance with any instruction on the
purchase Larder relating to the payment.
8,01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without incurring any
liability to Vendor if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Vendor or its agents or
representatives to any City officer, employee or elected representative with respect to the
performance of this Agreement. Iln addition, Vendor may he sub�pect to penalties stated in Title
of the Texas Penal Cade.
9.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges,
101.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the services as specified, City reserves the right and option to
obtain same from another source or supplier(s).
11.01 INSURANCE
Vendor shall meet all requirements as set forth at Wy_/WjL-
gpn�gnt�u
12401 CITY'S P NTATI "1
City hereby designates the -following representative(s) authorized to act in its behalf with
regards to this lreernennt;
David Bu7zell
Assistant Director of Parks and Recreation
301 W. Bagdad dad Ave, #250
Round Rock, TX 78664
12-341-3345
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1.3,01 RIGHT'rO ASSURANCE
"whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to la rfonn hereunder, then demand may be made to the either (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 its made, them and in that event the demanding party may
4
treat such famduure as air%anticipatory repudiation of this Agreement.
14.01 DEFAULT
if Vendor abandons or defaults hereunder and is a cause of City purchasing tine specified
services elsewhere, Vendor agrees that at will not be considered in the re...advertisement of the
service and that it may not be considered in future bids for the same type of work uurodess the
scolpe of work is significantly changed. Vendor shall Ibe declared in default of this Agreement if
it does any of the following:
,. Fails to make any payment in full when dine;
1E:L Fails to fully, timely and fabltlhf ddy perform any of its material obligations
dneirenunder;
C. Fails to provide adequate assurance of performance sunder the "Right to
Assurance"section herein; or
D. Becomes insolvent or seeds relief under¢rine bankruptcy laws of the United States,
15.01 TERMINATION. .TIO AND SUSPENSION
A. City has the right to terminate this Agreement, in whole or in part, for
convenience and without cause,at any tdrrue upon thirty( 0)days' written notice to Vendor,
B± In the event of any default by Vendor, City has the spurt to terminate this
Agreement for cause, upon n teas (d 0)days' written notice to Vendor.
C. Vendor has the right to terminate this Agreement only fuer cause, in the event of
material and substantial breach lb;y City,or by writteiril,mutual agreement to terminate,
In the event City terminates under subsections ( ) or (d ) of this section, the
following shall apply- Upon City's delivery of the referenced notice to Vendor, Vendor shape
discontinue all services in connection with the performance of this Agreement and shall proceed
to cancel promptly all emm,ustin murders and contracts insofar as such orders and contracts are
chargeable to this A reeirrnemnt. Within thirty (30) days after notice of termination, Vendor shall
submit a statement detailing the services satisfactorily performed under this Agreement to the
date of termination., City shall thein pray Vendor that portion of the charges, if undisputed.. The
parties agree that Vendor is not entitled to compensation for services it would have performed
under the remaining tenn of the Agreement except as provided herein.
16.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and held City, its suuccessom,
assigns, officers, employees ees and elected officials harmless from and against app suits, actions,
legal proceedings, claims, demands, damages, casts, expenses, attorney's fees, and any and all
5
other costs or fees arising out of,or incident to,concerning or resulting from the fault of Vendor,
or Vendor's agents, employees or subcontractors, in the performance of Vendor's obligations
under this Agreement, no matter how, or to whorn, such loss may occur. Nothing herein shall be
deemed to limit the rights of City or Vendor (including, but not limited to the right to seek
contribution)against any third party who may be liable for an indemnified claim.
17.01 COMPLIANCE WITH LAWS,CHARTER AND ORDINANCES
A. Vendor, its agents, employees and subcontractors shall use best efforts to comply
with all federal and state laws, City's Charter and Ordinances, as amended, and with all
applicable rules and regulations promulgated by local, state and national boards, bureaus and
agencies.
BIn accordance with Chapter 2271,Texas Government Code,a governmental entity
may not enter into a contract with a company for goods or services unless the contract contains
written verification from the company that it: (1)does not boycott Israel; and(2)will not boycott
Israel and will not boycott Israel during the to of this contract. The signatory executing. this
Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott
Israel during the to of this Agreement.
19.01 ASSIGNMENT AND DELEGATION
The parties hereby bind themselves, their successors, assigns and legal representatives to
each other with respect to the terms of this Agreement. Neither party shall assign, sublet or
transfer any interest in this Agreement without prior written authorization of the other party.
19.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows.
A. When delivered personally to recipient's address as stated in this Agreement; or
B. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Vendor-
Austin Wood Recycling
3875 E. Whitestone Blvd,
Cedar Park,TX 78613
6
Notice to City
City Manager Stephan I.— Sheets,City Attorney
221 East Main StreetAND TO: 309 East Main Street
Round Rock,TX 78664 Round Rock,"r.X 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.,
20.01 APPLICABLE LAW AND 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 Agreerrientshall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
21.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
City and Vendor. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing,duly authorized by action of the City Manager or City Council.
22.01 DISPUTE RESOLUTION
City and Vendor hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14)or any applicable state arbitration statute.
23.01 SEVERABILITY
The invalidity, illegality, or uneriforceability 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
such 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 hereof shall not prevent this entire Agreement from
being void should a provision that is of the essence of this Agreement The determined to be void.
24.01 MISCELLANEOUS PROVISIONS
Standard of are. Vendor represents that it employs trained, experienced avid
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
7
generally accepted industry practices.
Time is of the Essence. Vendor understands and agrees that time is of the essence and
that any failure of Vendor to fulfill obligations for each portion of this Agreement within the
agreed timeframes will constitute a material breach of this Agreement. Vendor shall be fully
responsible for its delays or for failures to use best efforts in accordance with the terms of this
Agreement. Where damage is caused to City due to Vendor's failure to perform in these
circumstances, City may pursue any remedy available without waiver of any of City's additional
legal rights or remedies.
Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement
if it is prevented from performing any of its obligations hereunder by reasons for which it is not
responsible as defined herein. However,notice of such impediment or delay in performance must
be timely given,and all reasonable efforts undertaken to mitigate its effects.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
[Signatures on the following page.]
IN WITNESS WHEREOF,City and Vendor Ihaveexecutcdf this Agreement on the dates
indicated,
City of Round Rock,'rexas Austin WwA fing
.......................
Printed Name: Piii,inted Name:
Title: Title:
1-.)ate Signed: ..................... Date Signed.
For City,Attest:
By: ......................................
Meagan Spinks, City IISk
For City,Approved as to Form:
By: ...... ............ ,, . _
Stephan L. Sheets,City Attorney
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