Contract - Wastewater Transport Services, LLC - 11/16/2023 CITY OF ROUND ROCK AGREEMENT FOR
PURCHASE OF SLUDGE HAULING
AND COMPOSTING SERVICES
WITH
WASTEWATER TRANSPORT SERVICES.LLC
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THAT THIS AGREEMENT for the purchase of sludge hauling and composting services,
and for related goods and services (referredt tQQ herein as the "Agreement"), is made and entered
into on this the Lb�day of the month of IVOVQdt.�( C,2023 by and between the CITY OF
ROUND ROCK, a Texas home-rule municipality, whose offices are located at 221 East Main
Street, Round Rock, Texas 78664-5299 (referred to herein as the "City"), and WASTEWATER
TRANSPORT SERVICES, LLC, whose offices are located at 826 Linger Lane, Austin, Texas
78721 (referred to herein as"Services Provider").
RECITALS:
WHEREAS, City desires to purchase certain services, specifically sludge hauling and
composting services; and
WHEREAS, Section 252.022(4) of the Texas Local Government Code states that
expenditures for items available for only one source are exempt from competitive bidding
requirements; and
WHEREAS, Services Provider is the sole source provider of the goods and services
being purchased pursuant to this Agreement; 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 and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Services Provider
whereby City is obligated to buy specified goods and services and Services Provider is obligated
202 3- 39 2
to sell same. The Agreement includes Services Provider's Proposal dated January 16, 2023
(attached as Exhibit"A").
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 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. Goods mean the specified supplies, materials, commodities, or equipment.
F. Services mean work performed to meet a demand or effort by Services Provider
to comply with promised delivery dates, specifications, and technical assistance specified.
2.01 EFFECTIVE DATE; TERM; AND PRICE INCREASES
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 term indicated herein,or is terminated or extended as provided herein.
B. This Agreement shall terminate sixty(60)months from the effective date.
C. Prices shall remain firm during the initial twelve (12) months of this Agreement.
A price increase to this Agreement may be considered and shall be equal to the consumer price
index for that year, unless otherwise approved by the City.
(i) Consumer Price Index (CPI): Price adjustments will be made in
accordance with the percentage change in the U.S. Department of Labor
Consumer Price Index (CPI-U) for all Urban Customers. The price
adjustment rate shall be determined by comparing the percentage
difference between the CPI in effect for the base year six-month average
(January through June OR July through December), and each (January
through June OR July through December six-month average) thereafter.
The percentage difference between those two (2) CPI issues will be the
price adjustment rate. No retroactive price adjustments shall be allowed.
The CPI is found at the Bureau of Labor Statistics, Consumer Price Index
website: hqp://www.bls.gov/cpi.
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(ii) Procedure to Request Increase: Email the written price increase request to
purchasingaaxoundrocktexas.gov with the rate detail comparison, a
comprehensive calculation, and any supporting documentation to the
designated City Contract Specialist a minimum of forty-five (45) days
prior to the annual Agreement anniversary date. The detailed written
calculation shall be verified and confirmed. All written requests for
increases must include the City of Round Rock contract number and
contact information for the authorized representative requesting the
increase. Upon receipt of the request, the City reserves the right to either
accept the escalation and make the pricing change within thirty (30) days
of the request or negotiate with Services Provider or cancel the Agreement
if an agreement on the matter cannot be reached on the value of the
increase.
D. City reserves the right to review the relationship with Services Provider at any
time, and may elect to terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
The goods and services which are the subject matter of this Agreement are described in
Exhibit "A" and, together with this Agreement, comprise the Contract Documents. Any
inconsistencies or conflicts in the contract documents shall be resolved by giving preference to
the terms and conditions of this Agreement.
4.01 SCOPE OF WORK
Services Provider shall satisfactorily provide all goods and complete all services
described in Services Provider's Proposal,Exhibit"A,"attached hereto and incorporated herein.
This Agreement shall evidence the entire understanding and agreement between the
parties and shall supersede any prior proposals, correspondence or discussions.
Services Provider shall satisfactorily provide all deliverables and services described in
Exhibit "A" within the contract term specified. A change in the Scope of Services must be
negotiated and agreed to in all relevant details, and must be embodied in a valid Supplemental
Agreement as described herein.
5.01 CONTRACT AMOUNT
In consideration for the deliverables and services related to the deliverables, the City
agrees to pay Services Provider an amount not-to-exceed Eight Million Two Hundred Forty
Thousand and No/100 Dollars ($8,240,000.00) for the goods and services set forth in Exhibit
"B,"attached hereto and incorporated herein by reference for all purposes.
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6.01 INVOICES
All invoices shall include,at a minimum,the following information:
A. Name and address of Services Provider;
B. Purchase Order Number;
C. Description and quantity of items received or services provided; and
D. Delivery or performance dates.
7.01 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 effect such termination by
giving Services Provider a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Services Provider will be made within thirty (30) days of the day on which City receives the
performance, supplies,materials, equipment, and/or deliverables, or within thirty(30)days of the
day on which the performance of services was complete, or within thirty (30) days of the day on
which City receives a correct invoice for the performance and/or deliverables or services,
whichever is later. Services Provider may charge interest on an overdue payment at the "rate in
effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance
with V.T.C.A., Texas Government Code, Section 2251.025(b); however, this Policy does not
apply to payments made by City in the event:
A. There is a bona fide dispute between City and Services Provider, a contractor,
subcontractor or supplier about the goods delivered or the service performed that
cause the payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between Services Provider and a subcontractor or
between a subcontractor and its supplier about the goods delivered or the service
performed that causes the payment to be late; or
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D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Services Provider, cancel this Agreement without liability
to Services Provider if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Services Provider or its agents or
representatives to any City officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Services Provider may be subject to penalties stated
in Title 8 of the Texas Penal Code.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Services Provider's charges.
11.01 ORDERS PLACED WITH ALTERNATE SERVICES PROVIDERS
If Services Provider cannot provide the goods as specified, City reserves the right and
option to obtain the products from another supplier or suppliers.
12.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Michael De Santis,Jr.
SCADA Specialist
Utilities and Environmental Services
3400 Sunrise Road
Round Rock,Texas 7866
13.01 INSURANCE
Services Provider shall meet all City of Round Rock Insurance Requirements set forth at
insurance requirements as required by the City's Purchasing Department as set forth at:
hqp://www.roundrocktexas.gov/wp-content/ul2loads/2014/12/corr insurance 07.20112.pdf
14.01 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
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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.
15.01 DEFAULT
If Services Provider abandons or defaults under this Agreement and is a cause of City
purchasing the specified goods elsewhere, Services Provider agrees that it may be charged the
difference in cost, if any, and that it 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 unless the scope of
work is significantly changed.
Services Provider shall be declared in default of this Agreement if it does any of the
following:
A. Fails to fully, timely and faithfully perform any of its material obligations
under this Agreement;
B. Fails to provide adequate assurance of performance under the "Right to
Assurance"section herein; or
C. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
16.01 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 Services
Provider.
B. In the event of any default by Services Provider, City has the right to terminate
this Agreement for cause,upon ten(10)days' written notice to Services Provider.
C. Services Provider has the right to terminate this Agreement only 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. In 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 Services Provider,
Services Provider 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 such notice
of termination, Services Provider shall submit a statement showing in detail the goods and/or
services satisfactorily performed under this Agreement to the date of termination. City shall then
pay Services Provider that portion of the charges, if undisputed. The parties agree that Services
Provider is not entitled to compensation for services it would have performed under the
remaining term of the Agreement except as provided herein.
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17.01 INDEMNIFICATION
Services Provider 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
Services Provider, or Services Provider's agents, employees or subcontractors, in the
performance of Services Provider's 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
Services Provider (including, but not limited to the right to seek contribution) against any third
party who may be liable for an indemnified claim.
18.01 COMPLIANCE WITH LAWS,CHARTER AND ORDINANCES
A. Services Provider, 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.
B. In accordance with Chapter 2271, Texas Government Code,a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) and will not
boycott Israel during the term of the contract. The signatory executing this Agreement on behalf
of Services Provider verifies that Services Provider does not boycott Israel and will not boycott
Israel during the term of this Agreement.
C. In accordance with 2274, Texas Government Code, a governmental entity may
not enter into a contract with a company with at least ten (10) full-time employees for a value of
at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has
provision in the contract verifying that it: (1) does not have a practice, policy, guidance, or
directive that discriminates against a firearm entity or firearm trade association; and (2) will not
discriminate during the term of the contract against a firearm entity or firearm trade association.
The signatory executing this Agreement on behalf of Services Provider verifies Services
Provider does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association, and it will not discriminate during the term of this
Agreement against a firearm entity or firearm trade association.
D. In accordance with 2274, Texas Government Code, a governmental entity may
not enter into a contract with a company with at least ten (10) full-time employees for a value of
at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has
provision in the contract verifying that it: (1)does not boycott energy companies; and(2)will not
boycott energy companies during the term of this Agreement. The signatory executing this
Agreement on behalf of Services Provider verifies Services Provider does not boycott energy
companies,and it will not boycott energy companies during the term of this Agreement.
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19.01 ASSIGNMENT AND DELEGATION
The parties each 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.
20.01 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 the 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 Services Provider:
Wastewater Transport Services, LLC
826 Linger Lane
Austin,Texas 78721
Notice to City:
City Manager Stephanie L. Sandre, City Attorney
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 transmission of routine
communications between representatives of the City and Services Provider.
21.01 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.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Services Provider and City. 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.
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23.01 DISPUTE RESOLUTION
City and Services Provider 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.
24.01 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
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.
25.01 MISCELLANEOUS PROVISIONS
Standard of Care. Services Provider 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.
Time is of the Essence. Services Provider understands and agrees that time is of the
essence and that any failure of Services Provider to fulfill obligations for each portion of this
Agreement within the agreed timeframes will constitute a material breach of this Agreement.
Services Provider 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 Services
Provider'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 Services Provider 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.]
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IN WITNESS WHEREOF, City and Services Provider have executed this Agreement on
the dates indicated.
CityANa
d Rock,Texas Wastewater Transport ervices,LLC
By: By: �:A
Prin : Printed Name: ,�,�,r ecSTitleTitle: F O
Date Signed: i 110 i 23 Date Signed: zz z 3
Attest:
By.
vj-
Meagan Spi s, City Jerk
For City,Approved as to Form
By:
Stephanie L. Sandre, City Attorney
City of Round Rock Exhibit "A"
Sludge Hauling and Composting
Scope of Work
SCOPE OF WORK
1. SLUDGE HAULING SPECIFICATIONS: The Contractor shall furnish sludge containers/roll-offs/trucks
which shall be between 20 and 25 cubic yards in capacity, as required to permit the efficient removal of
sludge and grit/influent screenings. The City shall load the sludge into the sludge container/roll-off using a
hopper or conveyor. The Contractor shall ensure that all containers loaded with sludge are properly covered
and sealed from the time the containers leave the BCRWS until the containers reach the disposal site.
A. The Contractor is responsible for providing all labor and equipment needed for the safe transportation
of sludge. The Contractor shall transport and dispose of all grit, trash and influent screening at a Texas
Commission on Environmental Quality (TCEQ) permitted refuse disposal facility as directed by the City.
The Contractor shall transport dewatered sludge to either a TCEQ permitted landfill or TCEQ permitted
composting site for beneficial use as directed by the City.
B. The Contractor shall be responsible for all sludge loaded onto vehicle during transportation to disposal
site.
C. The City shall be responsible for the disposal cost and profile of grit/influent screening boxes.
D. The Contractor shall be responsible for containing all spillage of products once loaded. Sludge
containers/roll offs/trucks shall be properly designed and adequately maintained by the Contractor to
minimize the possibility of leaks and/or spillage. The containers/roll-offs shall be maintained by the
Contractor so they roll properly and can be maneuvered.
E. The Contractor shall ensure that all spills or damages caused by spillage are corrected immediately at
his own expense. Correction of spills or damages shall be executed in a manner approved by a
representative of the City.
F. The City reserves the right to inspect the Contractor's truck prior to and after the actual loading of the
sludge.
G. The amount of sludge the Contractor will be required to transport will vary. There are no
minimums/maximum quantities of sludge guaranteed under the contract.
H. The Contractor shall be responsible for damages to the BCRWS facility, equipment, other on-site
vehicles or equipment, or the buildings and their contents, by its work, negligence in its work and its
personnel. The Contractor shall be responsible and liable for the safety, injury, and health of its
employees while performing services under this contract.
I. The Contractor is responsible for any moving violations, vehicular accidents, or other infractions that
occur while performing the transport services.
J. The sludge shall always be disposed of at a TCEQ approved site. Changes to the location or method of
disposal must be approved by the City in writing before the change is made.
K. If services to be provided are not furnished or are deficient, the City reserves the right to employ other
firms for the removal and/or disposal of sludge. Repeated deficiencies or failure to furnish required
equipment, trucks and services may be considered a breach of contract by the City.
2. SLUDGE COMPOSTING SPECIFICATIONS: The Contractor shall-
A. The Contractor shall agree to take possession and ownership of the wastewater treatment plant sludge
generated at the Brushy Creek East Regional Treatment Facility upon receipt of delivery to the
Contractor's composting location.
B. The Contractor shall be authorized to conduct composting operations at the designated location and
shall be responsible for acquiring all licenses, registrations and permits required by Local, State and
Federal Law. The Contractor shall provide proof of authorization to operate the composting facility to
the City upon request.
C. The sludge generated by the wastewater treatment plant may be delivered to the composting site by
either the City or an authorized third party hauling service. The Contractor shall agree to accept
delivery of sludge from any City authorized hauling service.
City of Round Rock Exhibit "A"
Sludge Hauling and Composting
Scope of Work
D. The Contractor shall maintain flexible operating hours to accommodate the City's needs and be ready
to accept on average, six(6) to ten (10), 20 or 25 cubic yard roll-off containers of dewatered sludge per
day upon execution of the contract. The number of deliveries may increase over time.
E. The Contractor shall provide to the hauler a written delivery ticket for each container delivered to the
Composting Site, each delivery ticket shall record the date, time and weight of the container received.
3. SCHEDULE AND INVOICING REQUIREMENTS:
A. The time for pickup and delivery of roll-off containers shall be as follows:
i. Up to Six (6) days per week Monday-Saturday, including holidays.
ii. Pick-up/ Drop-off of up to ten (10) roll-off containers/trucks per day between the hours of 5:00 a.m.
and 7:00 p.m. or as needed.
iii. Times of Pick-up/ Drop-off of the roll-off containers shall be scheduled by the City and provided to
the Contractor with a minimum if one (1) days' notice.
iv. The Contractor shall be on 24-hour emergency call, 365 days per year and shall provide an
emergency phone number.
B. The Contractor shall be responsible for submitting all completed sludge disposal manifests within
fourteen (14) days of completion to the City.
C. Payment for transporting and composting sludge shall be made on a per ton basis as measured by the
disposal site and documented by the weight tickets. The Contractor shall ensure that each truck
utilized for pick-up is visually affixed with the exact volume and weight. The Contractor shall be paid
monthly upon the submission of an invoice with all proper backup documentation (weight tickets). All
backup documentation shall be legible, dated, signed by the Contractor and disposal site
representative. Backup documentation shall also include vehicle tare weight, vehicle weight plus
contents and shall specify the site used in the disposal of the sludge.
Pace 2 of 2
Exhibit "B"
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January 16th, 2023
A AMERICAN
W ALLWASTE
4NSP0 RT SEa�s
Re: City of Round Rock Contract
Price Per Ton: $51.50
Proposed Scope:
Haul and dispose of City of Round Rock sludge production at our approved compost facility.
Hours of Operation: Monday to Saturday 5AM to 5PM
Estimated Annual Production: 32,000 tons
Cory Juby
Wastewater Transport Services, LLC
512-814-0206
cory@wastewaterts.com
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