Ordinance No. 15,380 ORDINANCE NO. 15,380
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
ACCEPTING THE BID OF MAGNA FLOW ENVIRONMENTAL,INC.,FOR THE AS-
NEEDED SLUDGE, GRIT AND DEBRIS REMOVAL CONTRACT AT TREATMENT
PLANTS AND LIFT STATIONS IN AN AMOUNT NOT TO EXCEED FOUR
HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($425,000.00);
MAKING OTHER PROVISIONS RELATED THERETO;AND PROVIDING FOR THE
EFFECTIVE DATE THEREOF.
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WHEREAS,the City Council of the City of Baytown did authorize the Purchasing Department for
the City of Baytown to advertise for bids for the As-Needed Sludge, Grit and Debris Removal Contract at
treatment plants and lift stations to be received January 23,2023; and
WHEREAS, notice to bidders as to the time and place, when and where the contract would be let
was published pursuant to the provisions of Chapter 252 of the Texas Local Government Code; and
WHEREAS, all bids were opened and publicly read at Baytown City Hall at 2:00 p.m., Monday,
January 23, 2023,as per published notice to bidders;NOW THEREFORE,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS:
Section 1: That the City Council of the City of Baytown hereby accepts the bid of Magna Flow
Environmental, Inc., for the As-Needed Sludge, Grit and Debris Removal Contract at treatment plants and
lift stations in an amount not to exceed FOUR HUNDRED TWENTY-FIVE THOUSAND AND NOI100
DOLLARS ($425,000.00)and authorizes payment thereof.
Section 2: That pursuant to the provisions of Texas Local Government Code Annotated§252.048,
the City Manager is hereby granted general authority to approve any change order involving a decrease or
an increase in costs of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00)or less, subject to the
provision that the original contract price may not be increased by more than twenty-five percent (250 o) or
decreased by more than twenty-five percent(25%)without the consent of the contractor to such decrease.
Section 3: This ordinance shall take effect immediately from and after its passage by the City
Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of
Baytown this the 23'day of February, 2023.
O��pl'T04v/V Th^ OB POWE ,Mayor Pro Irem
A EST:
a
n
ANGELA CKSO
4
OOOOOfC?;00
APPROVED AS TO O
SCOTT LEMOINb City Attorney
RAKaren AndersoniORDINANCES\2023\2023.02.23WwardSludgeRemovalContmct.docx
AGREEMENT FOR THE PURCHASE OF AS-NEEDED SERVICES FOR SLUDGE,
SAND/GRIT&DEBRIS REMOVAL FOR TREATMENT PLANTS AND LIFT STATIONS
STATE OF TEXAS §
COUNTY OF HARRIS §
This Agreement (this "Agreement") is entered into by and between Magna Flow Environmental
Inc-(hereinafter "Vendor") and the City of Baytown, a home-rule municipality located in Harris
and Chambers Counties,Texas (the "City").
1. Scope
This Agreement is for the purchase of the As-Needed Service for Sludge, Sand/Grit and Debris
Removal for Treatment Plants and.Lift Stations(the "Goods") for and on behalf of the City. This
Agreement shall commence on the date of execution by the City Manager and shall terminate the
earlier of: (a) delivery of the Goods in accordance with paragraph 2; or (b) Twelve (12) months
following execution by the City Manager. This agreement allows for up to one(1)year with four
(4) annual renewals, for a total of up to five (5) years. The Scope of Work from IFB 095-23 is
attached to this Agreement as Exhibit "A" and is fully incorporated by reference for all purposes.
2. Price and Delivery
a. The City shall pay Vendor the sum of up to Four Hundred Twenty-Five Thousand
Dollars($425,000.00) annually for delivery of the Services as follows:
i. Per Cubic Yard sludge, grit/sand and debris removal at Three hundred fifty
dollars and 00 cents ($350.00)per cubic yard
ii. Wet Haul Services of six (.06) cents per gallon
b. Vendor shall not exceed the fixed contractual amount without written authorization
in the form of a contract amendment.
C. Vendor shall invoice based upon conforming Goods actually delivered to the City.
Vendor shall not invoice the City for services or expenses that were incurred more
than sixty (60) days before the date of the invoice. Failure to timely invoice the
City for services or expenses shall result in Vendor's invoice being denied.
d. In the event of a disputed or contested invoice,the City may withhold from payment
that portion so disputed or contested, and the undisputed portion will be paid.
e. The City shall pay Vendor the maximum rate permitted by Chapter 2251 of the
Texas Government Code on any past due payment not received within thirty (30)
days after the payment due date. In accordance with § 2251.043, in a formal
administrative or_judiciai action to collect an invoice payment or interest due under
this chapter, the opposing party, which may be the City or Vendor, shall pay the
reasonable attorney fees of the prevailing party.
Agreement for the Purchase of Goods,Page 1
f. Vendor is not authorized to ship the Goods under reservation and no tender of a bill
of lading will serve as a tender of Goods.
g. The title and risk of loss of the Goods shall not pass to the City until the City
actually receives and takes possession of the Goods at the point or points of delivery
in Baytown,Texas.
h. Every tender or delivery of Goods must fully comply with all provisions of this
Agreement as to time of delivery, quality and the like, If a tender is made which
does not fully conform,this shall constitute a breach and Vendor shall not have the
right to substitute a conforming tender, provided, where the time for performance
has not yet expired, the Vendor may reasonably notify the City of its intention to
cure and may then make a conforming tender within the contract time, but not
afterward unless evidenced by the City's consent executed by the City Manager.
3. Insurance
Vendor shall procure and maintain at its sole cost and expense for the duration of the Agreement,
insurance against claims for injuries to persons or damages to property which may arise from or
in connection with the purchase of the Goods hereunder by Vendor, its agents, representatives,
volunteers,employees or subcontractors.
a. Vendor's insurance coverage shall be primary insurance with respect to the City, its
officials,employees and agents. Any insurance or self-insurance maintained by the
City, its officials, employees or agents shall be considered in excess of Vendor's
insurance and shall not contribute to it. Further, Vendor shall include all
subcontractors, agents and assigns as additional insureds under its policy or shall
furnish separate certificates and endorsements for each such person or entity. All
coverages for subcontractors an a igns shall be s Wort to all of the mquirem=As
stated herein.
The following is a list of standard insurance policies along with their respective
minimum coverage amounts required in this Agreement:
i. Commercial General Liability
■ General Aggregate: $2,000,000
■ Products & Completed Operations Aggregate: $2,000,000
■ Personal &Advertising Injury: $1,000,000
■ Per Occurrence: $1,000,000
■ Fire Damage$500,000
■ Waiver of Subrogation required
■ Coverage shall be broad form
■ No coverage shall be deleted from standard policy without
notification of individual exclusions being attached for review and
acceptance.
Agreement for the Purchase of Goods Page 2
ii. Business Automobile Policy
■ Combined Single Limits: $1,000,000
■ Coverage for "Any Auto"
■ Waiver of Subrogation required.
iii. Errors and Omissions
■ Limit: $1,000,000
■ Claims-made form is acceptable
■ Coverage will be in force for one(1)year after delivery of the Goods
■ Waiver of Subrogation required.
iv. Workers' Compensation
■ Statutory Limits
■ Employer's Liability$500,000
■ Waiver of Subrogation required.
b. The following shall be applicable to all policies of insurance required herein:
i. Insurance carrier for all liability policies must have an A.M. Best Rating of
AXIII or better.
ii. Only insurance carriers licensed and admitted to do business in the State of
'texas will be accepted.
iii. Liability policies must be on occurrence form. Errors and Omissions can
be on claims-made form.
iv. Each insurance policy shall be endorsed to state that coverage shall not be
vispended, voided. caaukd-ot:ed Lced�n average or in limit after
thirty (30) days prior written notice by mail, return receipt requested, has
been given to the City.
V. The City, its officers, agents and employees are to be added as Additional
Insureds to all liability policies, with the exception of the Workers'
Compensation and Errors and Omissions Policies required herein.
vi. Upon request and without cost to the City, certified copies of all insurance
policies and/or certificates of insurance shall be furnished to the City.
vii. Upon request and without cost to the City, loss runs (claims listing) of any
and/or all insurance coverages shall be furnished to the City.
viii. All insurance required herein shall be secured and maintained in a company
or companies satisfactory to the City, and shall be carried in the name of
Vendor. Vendor shall provide copies of insurance policies and
Agreement for the Purchase of Goods,Page 3
endorsements required hereunder to the City on or before the effective date
of this Agreement.
4. Indemnification and Release
VENDOR AGREES TO AND SHALL INDEMNIFY AND HOLD
HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
AND EMPLOYEES (HEREINAFTER REFERRED TO AS THE
"CITY") FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES,
DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF
EVERY HIND, INCLUDING ALL EXPENSES OF LITIGATION,
COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR
DEATH OF ANY PERSON,FOR DAMAGE TO ANY PROPERTY OR
FOR ANY BREACH OF CONTRACT TO THE EXTENT ARISING
OUT OF OR IN CONNECTION WITH AN ACT OF NEGLIGENCE,
INTENTIONAL TORT, INTELLECTUAL PROPERTY
INFRINGEMENT,OR FAILURE TO PAY A SUBCONTRACTOR OR
SUPPLIER COMMITTED BY THE VENDOR OR THE VENDOR'S
AGENT, VENDOR UNDER CONTRACT, OR ANOTHER ENTITY
OVER WHICH THE VENDOR EXERCISES CONTROL
(COLLECTIVELY, VENDOR'S PARTIES). IT IS THE EXPRESS
INTENTION OF THE PARTIES HERETO, BOTH VENDOR AND
THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS
PARAGRAPH IS INDEMNITY BY VENDOR TO INDEMNIFY AND
PROTECT THE CITY FROM THE CONSEQUENCES OF
-VENDOWS-PARTIE'S 1, JOINT OR
SOLE NEGLIGENCE, AS WELL AS THE VENDOR'S PARTIES'
INTENTIONAL TORTS, INTELLECTUAL PROPERTY
INFRINGEMENTS, AND FAILURES TO MAKE PAYMENTS
ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT. SUCH INDEMNITY SHALL NOT APPLY,
HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL
INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT
IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF ANY
PERSON OTHER THAN THE VENDOR'S PARTIES. IN THE
EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT
AGAINST THE CITY FROM WHICH THE CITY IS INDEMNIFIED,
VENDOR FURTHER AGREES AND COVENANTS TO DEFEND
THE ACTION OR PROCEEDING BY LEGAL COUNSEL
ACCEPTABLE TO THE CITY. THE INDEMNITY PROVIDED
Agreement for the Purchase of Goods.Page 4
HEREINABOVE SHALL SURVIVE THE TERMINATION AND/OR
EXPIRATION OF THIS AGREEMENT.
By this Agreement,the City does not consent to litigation or suit,and the City hereby
expressly revokes any consent to litigation that it may have granted by the terms of
this Agreement or any other contract or agreement, any charter, or applicable state
law. Nothing herein shall be construed so as to limit or waive the City's sovereign
immunity. Vendor assumes full responsibility for its services performed hereunder
and hereby releases, relinquishes and discharges the City, its officers, agents, and
employees from all claims,demands,and causes of action of every kind and character,
including the cost of defense thereof,for any injury to or death of any person(whether
they be either of the parties hereto, their employees, or other third parties) and any
loss of or damage to property (whether the property be that of either of the parties
hereto, their employees, or other third parties) that is caused by or alleged to be
caused by, arising out of, or in connection with Vendor's services to be performed
hereunder. This release shall apply with respect to Vendor's services regardless of
whether said claims, demands, and causes of action are covered in whole or in part
by insurance.
5. Records
Within ten (10) days of the City's request and at no cost to the City, the City will be entitled to
review and receive a copy of all documents relating to the purchase and delivery of the Goods.
6. Supervision of Vendor
Vendor is an independent contractor, and the City neither reserves nor possesses any right to
control the details of the Goods provided by Vendor under the terms of this Agreement.
7. Billing
aveh (3Oj-ays o pay en ors invoices from the dULU 01 receipt or sue
II
invoices and necessary backup information. All invoices must identify the Goods with specificity
and the data(s)of the Goods' delivery. In the event of a disputed or contested invoice,the parties
understand and agree that the City may withhold the portion so contested, but the undisputed
portion will be paid. Vendor shall not invoice the City for Goods not provided. Invoices shall be
received by the City no later than sixty(60)calendar days from the date Vendor delivers the Goods
to the City. Failure by Vendor to comply with this requirement shall result in Vendor's invoice being
denied and the City being relieved from any liability for payment of the late invoice.
8. Indebtedness
If Vendor,at any time during the term of this Agreement, incurs a debt,as that word is defined in
section 2-662 of the Code of Ordinances of the City of Baytown, it shall immediately notify the
City's Director of Finance in writing. If the City's Director of Finance becomes aware that Vendor
has incurred a debt, the City's Director of Finance shall immediately notify Vendor in writing. If
Vendor does not pay the debt within thirty(30)days of either such notification, the City s Director
of Finance may deduct funds in an amount equal to the debt from any payments owed to Vendor
under this Agreement, and Vendor waives any recourse therefor.
Areement for the Purchase of Goods Page 5
9. Verifications
If Vendor has ten (10) or more full-time employees and Vendor's total compensation under this
Agreement has a value of One Hundred Thousand Dollars($100,000.00) or more, Vendor makes
the following verifications in accordance with Chapters 2271 and 2274 of the Texas Government
Code:
a. the Vendor does not boycott Israel and will not boycott Israel during the term of
the contract to be entered into with the City of Baytown;
b. the Vendor does not boycott energy companies and will not boycott energy
companies during the term of the contract to be entered into with the City of
Baytown; and
C. the Vendor does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association and will not
discriminate during the term of the contract against a firearm entity or firearm trade
association.
10. Governing Law
This Agreement has been made under and shall be governed by the laws of the State of Texas.
The parties further agree that performance and all matters related thereto shall be in 1Iarris County,
Texas.
11. Notices
Unless otherwise provided in this Agreement, any notice provided for or permitted to be given
must be in writing and delivered in person or by depositing same in the United States mail,postpaid
and registered or certified,and addressed to the party to be notified,with return receipt requested,
or by delivering the same to an officer of such party. Notice deposited in the mail as described
above shall be conclusively deemed to be etlective, unless otherwise stated in this Agreement,
from and after the expiration of three(3) days after it is so deposited.
For the purpose of notice, the addresses of the parties shall be as follows unless properly changed
as provided for herein below:
For the City:
CITY OF BAYTOWN
Attn: City Manager
P. O. Box 424
Baytown,Texas 77522-0424
For Vendor:
Agreement for the Purchase of Goods,Page 6
Each party shall have the right from time to time at any time to change its respective address and
each shall have the right to specify a new address, provided that at least fifteen (15) days written
notice is given of such new address to the other party.
12. No Third-Party Beneficiary
This Agreement shall not bestow any rights upon any third party,but rather, shall bind and benefit
Vendor and the City only.
13. No Right to Arbitration
Notwithstanding anything to the contrary contained in this Agreement,the City and Vendor hereby
agree that no claim or dispute between the City and Vendor arising out of or relating to this
Agreement shall be decided by any arbitration proceeding, including, without limitation, any
proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any applicable State
arbitration statute, including, but not limited to, the Texas General Arbitration Act,provided that
in the event that the City is subjected to an arbitration proceeding notwithstanding this provision,
Vendor consents to be joined in the arbitration proceeding if Vendor's presence is required or
requested by the City of complete relief to be recorded in the arbitration proceeding.
14. Waiver
No waiver by either party to this Agreement of any term or condition of this Agreement shall be
deemed or construed to be a waiver of any other term or condition or subsequent waiver of the
same term or condition.
15. Complete Agreement
This Agreement represents the entire and integrated agreement between the City and Vendor in
regard to the subject matter hereof and supersedes all prior negotiations, representations or
agreements, whether written or oral, on the subject matter hereof. This Agreement may only be
amended by v«itten instrument approved and executed by both of the parties. The City and Vendor
accept and agree to these terms.
16. No Assignment
Vendor may not sell or assign all or part interest in this Agreement to another party or parties
without the prior express written approval of the City Manager of such sale or assignment. The
City may require any records or financial statements necessary in its opinion to ensure such sale
or assignment will be in the best interest of the City.
17. Headings
The headings used in this Agreement are for general reference only and do not have special
significance.
18. Severability
All parties agree that should any provision of this Agreement be determined to be invalid or
unenforceable, such determination shall not affect any other term of this Agreement,which shall
continue in full force and effect.
Agreement for the Purchase of Goods,Page 7
I
19. Ambiguities
In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for
or against any party hereto on the basis that such party did or did not author the same.
20. Authority
The officers executing this Agreement on behalf of the parties hereby represent that such officers
have full authority to execute this Agreement and to bind the party he/she represents.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
copies, each of which shall be dee d to b original but all of which shall constitute but one
and the same Agreement on the ay of V\ 2Q, the date of execution by the City
Manager of the City of Bayto
CITY OF BAY/ WN
PYTt7ty • e /
,pFe.•••••s,v�� JA NE.REYN BS 2' anager
ATTEST: ti •
Ci • o N
I y%
ANGELA J 1 „Gity.0 it-
APPROVED S O FORM:
SCOTT LEM ND, City Attorney
Agreement for the Purchase of Goods Page 8
VENDOR:
Marna w Env'ronmental Inc
tgnature
{ "o-rcv), c
(Printed Name)
`I'%L2_PC es'de -F
(Title)
Agreement for the Purchase of Goods,Page 9
STATE OF TEXAS §
COUNTY OF HARRIS§
Before me on this day personally appeared (�\ci �„��'on„ r in his/her
capacity as\MbC(IT (title), on behalf of such Magna Flow Environmental, Inc,
known to me;
❑ proved to me on the oath of ; or
❑ proved to me through his/her current
(description of identification card or other document issued by the federal
government or any state government that contains the photograph and signature of
the acknowledging person)
(check one)
to be the person whose name is subscribed to the foregoing instrument and acknowledged to me
that he/she executed the same for the purposes and consideration therein expressed.
SUBSCRIBED AND SWORN before me this Ce'n^day of Gebtoa(%k 2013.
rr"....... ANGIE RUSSELL Notary Public ' and for the State of Texas
My Notary ID#12070341
Expires August 23,2024
Agreement for the Purchase of Goods Page 10
EXHIBIT A
SCOPE OF WORK
The City has 4 (four) treatment plants and 86 lift stations throughout the City of Baytown. The
cleaning of any location requires the complete removal, transportation, and disposal of sludge,
grit/sand and debris to a TCEQ approved disposal site. Bid pricing shall be on a Per Cubic Yard
removal. Wet haul services and sludge transfer services will be priced per gallon. Estimated
annual budget is$425,000.00.
Specifications:
The City of Baytown seeks competitive bids for as-needed services for the cleaning and wet
haul/sludge transfer services for the following:
• Grit Influent Cleaning
• Digester Cleaning
• Wet Well Cleaning
• Aeration Basin Cleaning
• All other types of sludge, grit/sand and debris removal from the treatment plants and lift
stations
• Wet Hauls/Sludge Transfer, per gallon, from plant to plant within the city
The following items will be supplied by the bidder and included in the Price Per Cubic Yard, as
well as the Price Per Gallon for wet haul services:
• Vacuum trucks, hoses and boxes
• Laborers
• Confined entry PPE and equipment as well as any ladders, harnesses and safety
equipment required for entry into any location
• Required plugs for blocking and/or bypassing flow
• Any and all other equipment, labor, tools, etc., to fulfill the scope of work and
specifications set forth
• TCEQ disposal site fees
No additional costs will be allowable such as mileage, fuel surcharges,travel time,disposal fees,
or any other costs. All costs associated with the removal of the sludge,grit/sand and debris shall
be inclusive to the cost Per Cubic Yard or Wet Hauls/Sludge transfers Price Per Gallon.
Agreement for the Purchase of Goods,Page I I
All respondents must submit a Project Plan to reference how they will approach the removal of
sludge, grit/sand and debris removal at different locations. The project plan shall also include
the approach to wet haul/sludge transfers.
Within the Project Plan,all respondents shall include their past experience over the last five (5)
years with the relevant specifications herein. Please include any other data if relevant.
Respondent shall include how past experience was executed, if any problems were encountered
and how they were resolved,as well as an average timeline to complete the relevant
specifications listed herein.
Awarded vendor must be able to respond to any emergency situation or wet haul/sludge transfer
request within two (2) hours after an emergency notification. Awarded vendor will be notified
that the notice is for Emergency Services.
Awarded vendor will start work within five (5) business days for planned cleanings. The City
will supply the vendor with a tentative quantity of planned cleanings at contract award.
Within the bidding platform,a quantity of one (1) will be asked for. This is not an indication of
the quantity expected to be used by the City, but as a reference point for the cost of the requested
items. This price will be held firm for the length of the contract,allowing for CPI increases at
contract renewal only.
Agreement for the Purchase of Goods,Page 12
City of Baytown Terms and Conditions Agreement for
IFB 095-23 As-Needed Contract for the Annual
Sludge, Grit& Debris Removal from Treatment
Plants and Lift Stations
Affiant certifies that he or she is duly authorized to submit a response to this bid
and agrees to the Terms and Conditions and Specifications within the Bid
Documents which shall become the legal and binding contract.
clay y a r
Affiant
Texas Vice President of Operations
Title
SWORN TO AND SUBSCRIBED before me this2Oray of 20143
(Seal)
RF�-
=-
NOTE: �S
9341 Notary P is in and for the State of
024
T¢arQC
NOTE:
This constitutes a government record as defined by Section 37.01 of the Texas Penal
Code. Submission of a false government record is punishable as provided in Section
37.10 of the Texas Penal Code.
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