Contract - Austin Wood Recycling - 4/14/2022 CITY Off°ROUND ROCK AGREEMENT
FOR BRUSH AND WOOD WASTEG AND HAULINGVICES
WITH
AUSTIN WOOD RECYCLING
THE T TEXAS
CITY OF ROUND ➢ ALL BY THESEPRESENTS:
COUNTY OF WILLIAMSON
'COUNTY OF TRAVIS
THIS AGREEMENT ENT (referred to herein as the "Agreement")., is for brush and wood
waste grinding and hauling, and related services, and is made on the day of the month of
2022, by and between the Cry OF ROUND ROCK, a Texas home-rule
municipality, whose offices are ao ated at 221 .East Maim Street, Round Rock,Texas 78664-5299
(referred to herein as "City"'), and AUSTIN WOOD RECYCII-NG, whose offices are (located at
3825 Eu Whitestone Blvd.,, Cedar Park, Texas 78613 (referred to herein as "Vendor"). This
Agreement supersedes and mplaces any previous agreements b Wn the named 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 Marden 2022, suffered injury to
individuals and widespread and severe damage to property resulting from a severe thunderstorm
that produced one or more tornadoes,and
WHEREAS, City has detennined 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 fromVendor,and
WHEREAS, Section 252.022(l) of the Texas Local Govemment Code stags that
expenditures for a procurement made because of a Ipublic calarnity that requires the immnrrrediate
appropriation of money to relieve the necessity of the municipality's residents or to preserve the
property of the municipality are exempt from competitive bidding requirements;and
WHEREAS, the smarties desire to enter into this Agreement to s t forth in writing their
respective runts, duties and obligations hereunder;
NOW,THEREFORE,WITNESSETH:
"
1'hat for and in a o nsnd ration of the mutual promises contained herein and other good and
valuable consideration, time sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows-
1.01 DEFINITIONS
., Agreement means the binding legal contract between City and Vendor whereby
City is obligated to buy specified s oz.s and Vendor is obligated to sell same. Thm r emm c nt
includes any exhibits,ibits, add nda,sand/aim°amendments nts th r to.
B. City means the City of Round Rock,Williamson and Travis Counties,Texas.
, Effective Date means the date upon which the binding signatures of both parties
to this Agreement are affixed.
D. Foroe Majeuremeans. acts of God, strafes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any k,lmmd from the government of the United
States or the State of Texas or any civil or military authority, insurrections, rheas, epidemics,
landslides, lightning, earthquakes, fores, hurricanes, storms, floods, restraint off°the government
and the people, civil disturbances, explosions, or other causes not reasonably ith in the control
of the party claiming such inability.
E. Services imamn work performed to meet a demand or effort by Vendor to comply
with promised delivery dates,specifications,and technical assist mnc specified.
F. Vendor means Austin Wood Recycling or any of its corporate structures,
successors or assigns.
2.01 EFFECTIVET .
v This r emrm mmt 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 term indicated Ihm r hmn,or is terminated as provided herein.
in.
B. The term ofthis Agreement shall be through December 3 1,2021
C. City reserves throe right to review the relationship at any time, and may elect to
terminate hthm or without cause or may elect to continue.
3. 1 CONTRACT DOCUMENTSEXHIBITS
The services which are time subject matter of this Agreement are described in Exhibit"A,"'
together with this Agreement, comprise time total Agreement and they are fully a part of this
Agreement as if repeated herein Iron full.
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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 C4 shall be authorized to pay the Vendor an amount not-to-exceed Two
Hundred Fifty Thousand and No/100 DollIars($250,000.00) for the term of this Agreement.
5.01 INVOICES
All in shall include, at a ininimum.,the 161lowing infortrnate on.
A. Name 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 tenninate 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 tennination by
giving Vendor a written notice of tennination at thend of its then-current fiscal yCar.
7.01 PROMPT PAYMENT POLICY
In accordance with Chapter 225 1, 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 imay 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 wr.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, subcontractor,
or supplier about the service perfon-ned that causes the payment to be late;or
B, There is a N)na 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
CThe terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds;or
D. The invoice is not run ailed to City in strict accordance with any instruction on the
purchase order relating to the payment,
8.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without incurring any
Ilialbility to Vendor if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offred or given by Vendor or its agents or
repares critatives to any City officer, employee or elected reper cscntative with respect to the
performance of this Agreement. Ilru addition, Vcndor may be subject to penalties stated in Title 8
of the Texas Penal Code.
9.01 TAXES
City is exerript Piro nn Federal Excise and State Sales Tax, (herefore, tax shall not be
included in Vcndor"s charges.
10-0.1 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the services as specified, City reserves the right and option to
obtainsame from another source or supplier(s).
11.01 INSURANCE
Vendor shall meet all requirements asset forth at h,_tW.-jLvnMw.L &9yivjLj -
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12.01 CITY'S REPRESENTATIVE
City hereby designates the following representafive(s) authorized to act in its behalf with
regards to this Agreement,
David Bmaell
Assistant Director of Parks and Recreation
301 W. Bagdad Ave. #250
Round Rock,TX 78664
512-341-3345
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13.01 FUGHT 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 perforin. 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
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treat such failure as an anticipatory repudiation of this Agreement,
14.01 DEFAULT
If Vendor abandons or defau Its hereunde it and is a cause of City purchasi ng the speci f sed
services elsewhere, Vendor agrees that it will not be considered in the ire-and vertisemcnt of the
service and that it may not be considered in future bids for the some type of or unless the
scope of work is significantly changcd. Vendor shall bc declared in default of this Agreement if
it does any of the following:
A. Fails to make any payment in full when due;
IB. Fails to fully, timely and fsithfully perform any of [its material obligations
hereunder;
CFails to provide adequate assurance of perfomnante under the "Right to
Assurance"section herein;or
D. Becomes insolvent or seeks reliefund r the bankruptcy laws of the United States.
15.01 TERMINATION AND SUSPENSION
A., City has the right to terminate this Agreement, in whole or in for
convenience and without cause,at any time upon thirty(30)days' written notice to Vendor.
B, In the event of any defauk by Vendor, City has the right to terminate this
Agreement for cause, upon ten(10)days' written notice to Vendor.
CVendor has the right to terrninate this Agreement only for cause, in the event of
material and substantial breach by City,or by written mutual agreeiment to terminate.
C. IIn the event City terminates under subsections (A) or (B) of this section, the
following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall
discontinue all services in connection with the performance of this Agreement and shall proceed
to cancel promptly all existing orders and contracts insofar as such orders and contracts are
chargeable to this Agreement, Within thirty (30) days after notice of tennination, Bind it shall
submit an statement detailing the services satisfactorily performed under this Agreement to the
date of termination. City shall then pay 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 to of the Agreement except as provided Iherein.
16.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials Ina less from and against all suits, actions,
legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all
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other costs or fees arising out of,or incident to,conceming or resulting from the fault sof Vendor,
orVendor's amts, employees or subcontractors,ctuors, am the performance uof Vendor"s obobligations
under this Agreement,no matter hco , or to whom, such loss may ocruur, Nothing herein shall be
deemed to limit the rights of City or Vendor (including, but not limited d to the right to seek
contribution)against any third party who may be liable for an indemnified claim,
17.01 COMPLIANCE wimLAWS,CHARTER AND ORDINANCES
A. Vendor, its agents, employees and subcontractors shall use Tro st efforts to comply
with all ff derail and state laws, City's Charter and Ordinances, as amended, and wiIh all
applicable rules and regulations promulgated by local, state and national boards, bureaus and
B. In accordance with C ha tear 2271,Texas Government Code,a governmentaI 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 term 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 term off"this Agreement.
18-01 ASSIGNMENT AND DELEGATION
The parties hereby bind themselves, their successors, assigns and legal representatives to
each pother with respect to the terms of this Agreement. Neither party shall assign, sublet or
transfer any interest aro this Agreement without prior written authorization of the other party.
lull NOTICES
All notices and anther communications in connection with this Agreement shall be in
-writhing and shall be considered given as follows:
When delivered personally to recipient's address as stated in thisAgreement;or
B. Three ( ) days after being deposited an the United States mail, with postage
prepaid to the r cipient"s address as stated in this Agreement.
Notice to Vendor,
Austin Wood Recycling
3875 E. Whitestone Blvd.
Cedar Park,TX 7861
Notice to City:
City Manager Stephan L. Sheets,City Attomey
221 East Main Street AND TO. 309 East Main Street
Round Rock,TX 78664 Round Rock,TX 78664
Nothing contained herein shall be construed to restrict the transinissioren of routine
communications between representatives of City and Vendor.
20.01 APPLICABLE LAW AND ENFORCEMENT AND VENUE
This Agrcernent shall be enforceable in Round Rock, Tcxas, 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. 'rhis Agreement shall be
govemed by and construed in accordance with the laws and court decisions of the State of Texas.
21.01 EXCLUSIVE AGREEMENT
This docurnent, and all appended docurnenbs, constitutes the entire Agreement between
City and 'Vendon 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 undcr the Fedeiml Arbitration Act (9
USC Section l-1 )or any applicable state arbitration statute.
23.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement of the
occurrence of any event rendering any pDrtion 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 11his
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 corms as close as possible to the intent
of the stricken provision, The provisions hereof shall not pr vent this entire Agreernent from
being void should a provision that is of the essence of this Agreement be determined to be void.
24.01 MISCELLANEOUS PROVISIONS
Standard of Caire. Vendor represents that it employs trained, experienced and
competent persons to perform all of the services, responsibilities and duties specified herein and
that such services, responsibilifics and duties shall be perfon-ned in a manner according to
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generally accepted industry practices.
Time is of the Essence. Vendor understands and agrees that firne is of the essence and
that any failure of Vendor to fulflill 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 tenns of this
Agreement, Where damage is caused to City due to Vendor's failurc to perform in these
circumstances, City may pursue any remedy available without waiver of any of City's additional
legal rights or rernedies.
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, f6r which it is not
responsible as de need 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 docurnent; and all of which, when taken
together,shall constitute one and thesame instrument,
[Signatures on the following page.]
IN WITNESS WHEREOF,Cary and Vendor have executed this Agreement on the dates
indicated,
City of Round Rock,Texas Austin Wood P�tvr;icfing
as
By: y" .. .
A : �. . ........
Printed � tip,,., ....
Title:...IMP Dom: J
DateSign;d: Date ned
For City,Attest:
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St poi in 1.. , I, Ih ,City Attorney