Ordinance No. 12,554ORDINANCE NO. 12,554
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING AN INTERLOCAL AGREEMENT WITH THE CITY OF
PASADENA, TEXAS, FOR A WOOD GRINDING AND MATERIAL HANDLING
SERVICES CONTRACT; AUTHORIZING A SUPPLEMENTAL AGREEMENT
WITH NOVUS WOOD GROUP, L.P., CONCERNING THE SAME; AUTHORIZING
PAYMENT BY THE CITY OF BAYTOWN OF AN AMOUNT NOT TO EXCEED
TWO HUNDRED TWENTY -THREE THOUSAND TWO HUNDRED FIVE AND
NO /100 DOLLARS ($223,205.00); MAKING OTHER PROVISIONS RELATED
THERETO;AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
**************************************************** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * **
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and
directs the City Manager to execute and the City Clerk to attest to an interlocal agreement with the City of
Pasadena, Texas, for a Wood Grinding and Material Handling Services Contract. A copy of the
agreement is attached hereto as Exhibit "A" and made a part hereof for all intents and purposes.
Section 2: That the City Council of the City of Baytown, Texas, hereby authorizes and
directs the City Manager to execute and the City Clerk to attest to a Supplemental Agreement with Novus
Wood Group, L.P., for a Wood Grinding and Material Handling Services Contract. A copy of the
agreement is attached hereto as Exhibit "B" and made a part hereof for all intents and purposes.
Section 3: That the City Council of the City of Baytown authorizes payment to Novus
Wood Group, L.P., in an amount not to exceed TWO HUNDRED TWENTY -THREE THOUSAND
TWO HUNDRED FIVE AND NO /100 DOLLARS ($223,205.00) in accordance with the Interlocal
Agreement and Supplemental Agreement authorized herein.
Section 4: That in addition to the amount specified in Section 3 hereof, the City Manager is
hereby granted general authority to approve a decrease or an increase in costs by FIFTY THOUSAND
AND NO /100 DOLLARS ($50,000.00) or less, provided that the amount authorized in Section 3 hereof
may not be increased by more than twenty-five percent (25 %).
Section 5: This ordinance shall take effect immediately
City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote
Baytown this the 22nd day of May, 2014.
efMACIO RAMIREZ, SR., Attorney
RAKaren \Files \City Council'',Ordinances\2014Way 22\ PasadenalnterlocalOrdinance.doc
after its passage by the
City Council of the City of
H. DONCARLOS, Mayor
Exhibit "A"
INTERLOCAL AGREEMENT
FOR THE WOOD GRINDING AND MATERIAL HANDLING SERVICES
CONTRACT
STATE OF TEXAS
COUNTY OF HARRIS
This Agreement made this the day of , 2014, between the City of
Baytown, Texas, a home -rule municipal corporation located in Harris and Chambers Counties, Texas, and
the City of Pasadena, Texas, a home -rule municipal corporation located in Harris County, Texas.
WITNESSETH
Pursuant to the authority granted by the Texas Interlocal Cooperation Act (Tex. Gov't Code Ann.
§ §791.001, et seq) providing for the cooperation between local governmental bodies and pursuant to
Subchapter F entitled "Cooperative Purchasing Program" containing Sections 271.101 and 271. 102 of the
Texas Local Government Code, the parties hereto, in consideration of the premises and mutual promises
contained herein agree to as follows:
I.
The City of Baytown ( "Baytown ") hereby designates its Purchasing Manager to act under the
direction of and on behalf of Baytown for the Wood Grinding and Material Handling Services Contract
with Novus Wood Group, L.P. ( "Novus "), which was let in accordance with Chapter 252 of the Texas
Local Government Code and all other applicable laws and which agreement, approved by City of
Pasadena Ordinance No. 2013 -183, is attached hereto as Exhibit "A" and incorporated herein for all
intents and purposes.
II.
Baytown, by execution of this Agreement, agrees to directly pay Novus after completion and
acceptance of the work specified in each work order for Baytown's wood grinding and material handling
services program, and after receipt of a proper invoice therefor an amount based upon the unit pricing
detailed in the attached agreement.
Neither Pasadena nor Baytown shall assume any responsibility or liability to pay for materials
purchased or services performed for the benefit of the other entity. Baytown's payment required by this
article shall be made from current, available revenues. Furthermore, both parties agree that the payment
required herein fairly compensates Pasadena for any services or functions required to be performed under
this Agreement. In obtaining the services of Novus through Pasadena, Baytown has relied solely on its
own inspections, investigations and due diligence regarding the services and Baytown acknowledges that
Pasadena has made no representations or warranties expressed or implied with respect to the services to
be rendered.
Interlocal Agreement, Page 1
This Agreement shall take effect upon execution by the signatories and shall serve as each
governmental body's commitment pertaining to Baytown's purchase of the items referenced in Article I
hereof. This Agreement has been authorized by the governing bodies of the parties hereto.
IV.
This Agreement shall be in effect from and after the date first noted hereinabove, which is the
date of execution by Baytown.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
authorized officers the day and year specified in Article IV.
CITY OF BAYTOWN
CITY OF PASADENA
ROBERT D. LEIPER, City Manager (Signature)
(Printed Name)
(Title)
ATTEST: ATTEST:
LETICIA BRYSCH, City Clerk (Signature)
APPROVED AS TO FORM:
(Printed Name)
(Title)
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR., City Attorney LEE CLARK, City Attorney
APPROVED AS TO FUNDING
LOUISE RICHMAN, Director of Finance
R: \Karen \FilmContract§ %Wood Grinding and Material Handling Contract\2014 \INTERLOCAL AGREEMENT 2014.doc
Interlocal Agreement. Page 2
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ORDINANCE NO. 2013 -
An Ordinance authorizing and approving a contract between the
City of Pasadena, 'Texas and Novus Wood Group, LP for Wood
grinding services for the City of Pasadena for a period of one
year.
TAHER.EAS, t• €7VUS Wood Group, LP submitted the low bid
ineetin.g all specifications received on October 22, 2013: NOW,
TNEREFOP?E,
BE IT ORDAINED BY T HE CITY COUNCIL OF THE CITY OF PASADENA:
SECTION 1. That that certain contract, a facsimile of which is
annexed here *_o, .incorporated herein fn,r all purposes and
designated Exhibit "A ", by and between the city of Pasadena,
Texas and Novus Wood Group, LP of Texas for wood grinding
sery ces for the City of Pasadena for a period of one year
beginning on or about the date c4 final City Council approval,
with the option of twos, one (1) year extensions it) 201.4 :and
2015, according to specifications as set forth In Notice to
Bidders and bi.dlproposal of Novus Wood Group, LP received
pursuant thereto on October 22, 2013, is hereby authorized and
approved.
SECTION 2. That the City Council. finds that such contract is
reasonable and necessary, and the Mayor of the City of Pasadena,
Texas is hereby authorized and directed to execute and the Ci't;;:
Sec.- ,etary to attest for and on behalf of the City the annexed
oritract document: and counterparts thereof.
SECTION 3. That the City Council officially determines that a
sufficient written notice of the date, hour, place and subject
of this meeting of the City Council Was posted at a place
f:r tit ^his i'sYS.r}a ^.:�lrir:d 3. ti(�.:.54l�a Od!iT ?il'11.nU1 i
convenient to the public at. the City full of the City for the
time required by law preceding this meeting, as required by the
Open Meetings Law, Chapter 551, Texas Government Code, and that
this mreeting has been open to the public as required by law at
all times during which this ordinance and the subject :nattier
thereof has been discussed, considered and forraa.11;,, acted upon.
The City Council further confirms such written notice. and the
contents and posting thereof.
(SIGNATURE AND APPROVAL - NEXT PAGE)
E:�u: C. t';At'�t1 �Cnd,C �t.�fr•g? 3Ytry�dGt i.r�:in�13
PASSED ON FIRST READING bjy the IC-ity Council of the City of
j
Pasadena, Texas in regular meetinq in the, City [fall this the
.. X . ' I
day of A. D . , 2013.
APPROVED this the /�--`' `day o f A. D.. ?013.
!E,T-1TY OF PASADENA, TEXAS
ATTEST'
, & ---
------ - ---- --
LTA RORICK 7EI�
CITY SECRETARY CITY ATTORNEY
CITY OF PASADENA, TEXAS CITY OF PASADENA, TEXAS
PASSED ON SECOND AND FINAL READING by the City Council of the
City of Pasadena, Texas in regular meeting in the City Hall
this the {'"day of A. D., 2013.
APPROVED this the A. D., 2013.
day cf
r '1AYC
HE ClfF PASADENA, TEXAS
ATTEST-.,
LtKIDK RORICK
CITY SECPFTARY
C*4'.!'Y OF PASAMNA,
TEXAS
APP
CITY ATTORNEY
1--f-rY OF PASADENA, TEXAS
THE STATE OF TEXAS 5
COUNTY OF HARRIS §
ORDINANCE NO. 5 3 Pi
C O N T RAC "'
KNOW ALL MEN BY THESE PRESENTS:
This Agreement is made and entered into this iq� day
of �14J. '4i '•t - _ r A. 1) , 2013, by and between the City
of Pasadena, Texas, a municipal corporation situated in Harris
County, Texas (the "City ") , and Novus Wood Group, LP of Texas
(the "Contractor "). In consideration of the covenants and
agreements hereinafter contained the parties do hereby agree as
follows:
I.
It is agreed that the following documents, to -wit:
Notice to Bidders, Proposal to the City of Pasadena, Texas,
Payment Bond, Performance Bond, if any, General Conditions of
Bidding, and General Specifications for wood grinding services
for the City of Pasadena for a period of one (1) year beginning
on or about the date of final City Council approval, with the
option of two, one (1) year extensions in 2014 and 2015,
according to specifications as set forth in Notice to Bidders,
and bid received pursuant thereto on October 22, 2013, as well
as any and all addenda, are a part of this contract as if set
out in full at this part of the contract. Each of the parties
hereto agrees to carry out and perform each and all of the
provisions of said documents upon its part to be performed.
EXHIBIT "All
KFa «�fit�n^ ,'rlcad�rti�d ;ns? 3woadG«i:►dangl3
d
II.
Contractor agrees to supply and deliver good grinding
services to the City according to the specifications and formal
proposal attached hereto.
III.
City agrees to pay to Contractor the amount according
to the terms as set out in the aforesaid documents and
specifications.
IV.
The continuance of this contract is subject to and
dependent upon appropriation of the necessary funds by the City
Council and city reserves the continuing right to terminate at
the end of each fiscal year.
V.
If Contractor fails to perform any term of this
contract, including specifications and bid, City may terminate
this contract upon fifteen (15) days' written notice to
Contractor, or City may terminate this contract at any time
without cause upon thirty (30) days written notice to
Contractor.
KP urchAnn .WoadGrindFingI3WoodGrind:ngl3
r
in Witness Whereof, the City has caused this contract
to be signed in its behalf by the Alayor, and Contractor has
executed this contract the day and year first above written.
ATTES,T.1,
LIiffi RORICK
CITY SECRETARY
CITY OF PASADENA,
TEXAS
THE STATE OF TEXAS §
COUNTY OF HARRIS
This inst
of
the Cit of Pa.
My COmmiss
THE CITY OF PASADENA, TEXAS
T
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•' ! +
A P P ROV qp.:L ,..,., ,
L E.0 R
Cim'�'ATTORNEY
CITY On PASADENA, TEXAS
t was acknowledged before me on the y day
2013 by JOHNNY ISBELL as MAYOR of
Al
NOTARY PUBLISff tIN AND FOR
THE STATE OF TBXA
Name : ,r)11 r 'I`°_.. b
``�aN'.E Ja
x B�'• y
�f
F OF `�lP
11mill, A-4- of oqo/�*
>.F:;: ch,` �nr..' dcadG>:ird:,rgl3t�pn�Gzin�irg13
nCEtETARY
THE STATE OF TEXAS
COUNTY OF FORT LEND
ME
Novus Wood Group, LP
PRES I DE1�T
This instrument was acknowledged before me on the
da of {f 2013 by nl�j 01A t1 % , the
't of NOVUS WOOD GROUP, LP, a
corporation, on behalf of said corporation.
Awk &��
3 ARY PUBLIC AND FOR
My Commission expires:
THE STATE OEn TEX
Nacin \
_! JENNIFER J OVERM
4` Mybsrobnis2fl 2�i
Uurch Ann .WoodGrinding2NocxlGrindinat3
SUBM)<T Tch
CITY of PASADENA
CITY SOUTH ORE, OFFICE
1211 SQllS31MORE, S1JrrE 115
Invitation for Bids (IFB)
PASADENA, TX n507
MAUJNG DATE
TITLE
BID NUMBER
CLOSING DATE ILTIME
Sept 22, 2013
Wood Grinding Services
13 -027
October 21, 2013
0 4:00 PM CST
BID wRMR
Wchard Sennett, CAPE
PRI: BID DATE, TIME AND LOCATION
_
NAME OF PARTNERSHIP, CORPORATION OR INDIVIDUAL
TAXPAYER IDENTIFICATION NUMBER
f7v6; o
'6.. 0617-4 7$
MAILING ADORM
NO BID: If not suluraitV a bid, state reason below and return one copy of dhls lam
b o 1) ebb' lov
CITY-STATE -ZIP
o v�fvK 1C aA 77 034
Pk:
EM AM;
Z8 i- tI2 2. -- j D v D
g;!aharmley eWWd4cbe*jK
F7(:
VIES ADDRESS:
N74(
W WW- A/cvvr 1a'O�ar-" treys
TOTAL BID AMOUNT:
_
DeK": Calendar days after receipt of Purchase Order:
103, COO- 00
__7 days (AR0)
Beds are firm for Acceptance for 90 days
Payment Terms:
Y tJo Cl Other ❑
Q 96 , net
I certlify that this bid is made without prior undeYstandhhg, agreement, or connection with any corporation, firm, or person submtttfiq a bid for the
same materlals, supplies, or equipment and is In all respects fair and wttlimk colliuslon or fraud. I agree to abide by all conditions of this bid and ceritty
that I am au&*rized to sign this bid far the bidder. In %A nNtting a bid to the Chy of Pasadena the bidder offers and agrees that If the bid is accepted,
the bidder will convey, sell, assign or transfer to the City of Pasadena all ri", titles and interest in and to all causes to action It may now or hereafber
acquire under the Anti -trust laws of the Unked States and the State of TX for price Ming relating to the particular commodities or services purchased or
acquired by the City of Pasadena. At the Cky's discretion, such assignment shall be made and become effective at the time the City tenders final
payment to the bidder.
AUTMORIIED SIG TURE DA re
PRINTED NAMEITITLE
Please Initial by thhat . I acknowtedpe recta of the foN wbV addendum
Addendum b1 _ AddeMran #2 —,_ Addendtan #3 _ _ _ AdderKlmn #4
Please note the following:
• This page must be ygmnleted and retumed with your bid
• Bids must be submitted in d sealed envelope, marked with bid number & doslng date.
• Bids received after the above closing date and time will not be accepted.
Legal Notice
NOTICE TO BIDDERS
BID NO. 13-029
The City of Pasadena, Texas intends to purchase and invites you to submit a sealed Laid for:
WOOD GRINDING SERVICES
Sealed bids in duplicate will be received by the City of Pasadena, Texas on or before 4:00pm Monday,
October 21, 2013 in the Office of the City Secretary, 1211 Southmore Ave., Room 115, Pasadena, Texas
77502_ Bids will be publicly opened and read on October 22, 2013 at the 10:00 AM City Council
meeting.
Invitation for Bids documents may be obtained via the Internet from the City of Pasadena Purchasing
Department web page at www.ciyasadana.tK.us. If you do not have Intemet access, you may obtain the
documents by contacting the Purchasing Office at 1211 Southmore, Pasadena, Texas, 77502, (713) 475-
5532. 1 .
IFBs may be either mailed or hand delivered to the City Secretary's Office, 1211 Southmore, Room 115,
Pasadena, TX 77502. Any IFB's received after the above stated time will be returned to the bidder
unopened. '
The City Council reserves,the right.to waive any informalities or minor irregularities; reject any and all
bids/proposals which are incomplete, conditional, obscure, or which contain additions not allowed for,
accept or reject any bidstproposal in whole or in part with or without cause; and accept the bid/proposal
which best serves the City.
CAUTION: It is the bidder's/proposer's responsibility to ensure toat bids/proposals are received in the City
Secretary's Office prior to the date and time specified above. Receipt of a bid/prof sal iii any other City
office does not satisfy this requirement.
Published in the Pasadena Citizen & City Websits
Publish: $eotember 22.2013 & S2plember 29. 2013
Commodity Codes 020 -04, 595 -95, 988 -59
TABLE OF CONTENTS
OE
IFS # 13 -027 Wood Grinding Services
STANDARD PURCHASE DEFINITIONS (IFB) ............................................................................. ..............................1
GENERAL REQUIREMENTS FOR BIDS ...................................................................................... ..............................2
SPECIALCONDITIONS ................................................................................................................ .............................10
SPECIFICATIONS......................................................................................................................... .............................11
BIDDERQUESTIONA €RE & CHECKLIST ................................................................................... .............................12
BIDPRICING SHEET .................................................................................................................... .............................13
DEVIATION & COMPLIANCE SIGNATURE FORM ..................................................................... .............................16
NON - COLLUSION AFFIDAVIT ..................................................................................................... .............................17
INSURANCEREQUIREMENTS .................................................................................................... .............................18
CERTIFICATE OF INSURANCE COMPLIANCE ......................................................................... .............................20
SOLICITATION QUESTIONNAIRE .............................................................................................. .............................21
BIDDERREFERENCES ................................................................................................................ .............................22
LOCAL BIDDER PREFERENCE CLAIM FORM .......................................................................... .............................23
FOR DISADVANTAGED BUSINESS ENTERPRISES ONLY ...................................................... .............................26
BID /PROPOSAL LABEL ............................................................................................................... .............................26
a"'
Commodity Code; 020 -04, 595 -95, 988 -59 TB # 13-027 Wood Grinding Services
CITY OF PASADENA
PURCHASING OFFICE
STANDARD PURCHASE DEFINITIONS (IFB)
The City will use the following definitions in instructions to bidders, terms and conditions, special provisions, technical specifications and any
other solicitation documents.
Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall
control, unless otherwise defined in the Contract.
1.
Addendum means a written instrument issued by the
15.
Lowest Responsible Bid means the Bid meeting all
Contract Awarding Authority that modifies or clarifies the
requirements of the specifications, terms, and conditions of
Solicitation prior to the Due Date. "Addenda' is the plural
the Invitation for Bid resulting in the lowest cost to the City
form of the word,
in a total cost concept or based solely on price, taking into
consideration the financial and practical ability of the
2.
Alternate Bid means multiple Bids with substantive
Bidder to perform the Contract, past performance of the
variations from the same Bidder in response to a
Bidder, and compliance with all City ordinances concerning
Solicitation.
the purchasing process,
3.
Appropriate, Appropriated, or Appropriation means the
18.
Lowest Responsible Bidder means the Bidder submitting
adoption by the City Council of the City of a budget for a
Lowest Responsible Bid.
fiscal year that includes payments to be made under the
Contract during the respective fiscal year.
17.
Non - Professional Services are services performed that are
not of a professional nature such as lawn care, security.
4.
Bid is a complete, properly signed response to an invitation
janitorial, etc.
for bid, which if accepted, would bind the Bidder to perform
the resultant Contract.
18.
Offer means a complete signed response submitted to the
City in response to a Solicitation Including, but not limited
5.
Bidder is a person, fine, or entity that submits a Bid in
to, a Bid submitted in response to an Invitation for Bid, a
response to a Solicitation. Any Bidder may be represented
proposal submitted in response to a Request for Proposal,
by an agent after submitting evidence demonstrating the
a quote submitted In response to a Request for Quotation,
agent's authority. The agent cannot certify as to his own
or a statement of qualifications and interest submitted in
agency status,
response to a Request for Qualifications.
8.
Bid Guaranty guarantees that the Bidder (a) will not
19.
Pre-Bid Conference means a conference conducted by the
withdraw the Bid within the period specified for
Purchasing Office, held in order to allow Bidders to ask
acceptance, and (b) will execute a Contract and fumish
questions about the proposed Contract and particularly the
required bonds and any necessary insurance within the
Contract specifications,
time specified in the Solicitation, unless a longer time Is
allowed by the City. The guarantee will be returned to the
20.
Professional Services means services that use skills that
Bidder upon execution of a Contract
are predominantly mental or intellectual, rather than
physical or manual such as accounting, architecture, land
7.
Bids are responses to an Invitation for Bids,
surveying, law, medicine, optometry, professional
engineering, etc.
8.
City means the City of Pasadena, a Texas home -rule
municipal corporation.
21.
Purchase Order is an order placed by the Purchasing
Office for the purchase of Goods or Services written on the
9.
Construction means the construction, repair, rehabilitation.
City's standard Purchase Order form and which, when
alteration, conversion or extension of building, parts.
accepted by the Bidder, becomes a contract The
utilities, streets or other improvements or alterations to real
Purchase Order Is the Bidder's authority to deliver and
Property.
invoice the City for Goods or Services specified, and the
City's commitment to accept the Goods or Services for an
10.
Contractor means the person, firm or entity selling goods
agreed upon price.
or services to the City under a Contract.
22.
Services Include all work or labor performed for the City on
11.
Deliverables means the goods, products, materials, and /or
an independent contractor basis other than construction
services to be provided to the City by a Bidder
23.
Solicitation means, as applicable, an Invitation for Bid,
12
Due Date means the date and time specified for receipt of
Request for Proposal. Request for Qualifications or a
Bids
Request for Quotation.
13
Goods are supplies, materials, or equipment
24
Subcontractor means a person, firm or entity providing
goods or services to a Bidder to be used in the
14.
invitation for Bid (iFB) means a Solicitation requesting
performance of the Bidder's obligations under the Contract
pricing for a specified Good or Service which has been
advertised for Bid In a newspaper.
25.
Unbalanced Bid means a Bid that Is based on prices which
are significantly less than cost for some bid items and
significantly more than cost for others
Commodity Code- 020 -04. 595 -95, 988 -59
CITY OF PASADENA
PURCHASING OFFICE
GENERAL REQUIREMENTS FOR BIDS
IFB # 13 -027 Wood Grinding Services
These instructions are standard for all contracts for commodities or services issued through the City of Pasadena Purchasing
Department. General Requirements apply to all advertised bids; however, these may be superseded, whole or in part, by the
SPECIAL CONDITIONS OR OTHER DATA CONTAINED HEREIN.
READ THiS ENTIRE DOCUMENT CAREFULLY. FOLLOW ALL INSTRUCTIONS. YOU ARE RESPONSIBLE FOR
FULFILLING ALL REQUIREMENTS AND SPECIFICATIONS. BE SURE YOU UNDERSTAND THEM.
1. TERM CONTRACTS
The CITY of PASADENA acceptance of Bidder's offer shall be limited to the terms herein unless expressly agreed in
writing by the CITY. If the contract is intended to cover a specific time period, the term will be given in the specifications
under PERIOD OF CONTRACT,
2. ANTI - LOBBYING PROVISION
DURING THE PERIOD BETWEEN THE BID MAILING DATE AND THE CONTRACT AWARD, BiDDERS, INCLUDING
THEIR AGENTS AND REPRESENTATIVES, SHALL NOT DIRECTLY DISCUSS OR PROMOTE THEIR BID WITH ANY
MEMBER OF THE PASADENA CITY COUNCIL OR CITY STAFF EXCEPT IN THE COURSE OF CITY- SPONSORED
INQUIRIES, BRIEFINGS, INTERVIEWS, OR PRESENTATIONS, UNLESS REQUESTED BY THE CITY.
THIS PROVISION IS NOT MEANT TO PRECLUDE BIDDERS FROM DISCUSSING OTHER MATTERS WITH CITY
COUNCIL MEMBERS OR CITY STAFF. THiS POLICY IS INTENDED TO CREATE A LEVEL PLAYING FIELD FOR ALL
POTENTIAL BIDDERS, ASSURE THAT CONTRACT DECISIONS ARE MADE IN PUBLIC, AND TO PROTECT THE
INTEGRITY OF THE BID PROCESS. VIOLATION OF THIS PROVISION MAY RESULT iN REJECTION OF THE
BIDDER'S BID
3. POTENTIAL CONFLICTS OF INTEREST
An outside consultant or contractor is prohibited from submitting a bid for services on a CITY of PASADENA project of
which the consultant or contractor was a designer or other previous contributor, or was an affiliate, subsidiary, joint
venture or was in any other manner associated by ownership to any party that was a designer or other previous
contributor. If such a consultant or contractor submits a prohibited bid, that bid shall be disqualified on the basis of
conflict of interest, no matter when the conflict is discovered by CITY of PASADENA.
4. GOVERNING FORMS
In the event of any conflict between the terms and provisions of these requirements and the specifications, the
specifications shall govern. In the event of any conflict of interpretation of any part of this overall document, the City's
interpretation shall govern.
5. GOVERNING LAW
This bid solicitation is governed by the competitive bidding requirements of the CITY and Texas Local Government Code
§252, as amended. Bidders shall comply with all applicable federal, state and local laws and regulations. Bidder is
further advised that these requirements shall be fully governed by the laws of the State of Texas and that the CITY of
PASADENA may request and rely on advice, decisions and opinions of the Attomey General of Texas and the City
Attorney concerning any portion of these requirements.
6. APPLICABLE LAW AND VENUE
Any agreement resulting from this IFB shall be construed according to the laws of the State of Texas. The City and
vendors agree that the venue for any legal action under this agreement shall be the Harris County, Texas. In the event
that any action is brought under any agreement resulting from the IFB in Federal Court, the venue for such action shall be
in the Federal Judicial District of Harris County, Texas.
7. IMMIGRATION REFORM and CONTROL ACT (IRCA)
The Immigration Reform and Control Act (IRCA), also Simpson- Mazzoli AG (Pub.L. 99 -603, 100 Slat. 3359, signed by
President Ronald Reagan on November 6, 1986) is an Act of Congress which reformed United States immigration law.
The Act made it illegal to knowingly hire or recruit illegal immigrants (immigrants who do not possess lawful work
authorization), required employers to attest to their employees' immigration status, and granted amnesty to certain illegal
immigrants who entered the United States before January 1, 1982 and had resided there continuously. The Act also
granted a path towards legalization to certain agricultural seasonal workers and immigrants who had been continuously
and illegally present in the United States since January 1, 1982.
S
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8. INTERLOCAL PARTICIPATION
8.1. The City may, from time to time, enter into Intedocal Cooperation Purchasing Agreements with other
governmental entities or governmental cooperatives (hereafter collectively referred to as "Entity" or "Entities ") to
enhance the City's purchasing power. At the City's sole discretion and option, City may inform other Entities that
they may acquire items listed in this Invitation for Bids (hereafter "IFB "). Such acquisition(s) shall be at the prices
stated herein, and shall be subject to bidder's acceptance. Entities desiring to acquire items listed in this IFB
shall be listed on a rider attached hereto, if known at the time of issuance of the IFB. City may issue subsequent
riders after contract award setting forth additional Entities desiring to utilize this bid. VENDOR shall sign and
return any subsequently issued riders within ten calendar days of receipt-
8.2. In no event shall City be considered a dealer, re- marketer, agent or other representative of Vendor or Entity.
Further, City shall not be considered and is not an agent; partner or representative of the Entity making
purchases hereunder, and shall not be obligated or liable for any such order.
8.3. Entity purchase orders shall be submitted to Vendor by the Entity. City will not be liable or responsible for any
obligations, including, but not limited to, payment, and for any item ordered by an entity other than City.
8.4. Vendor authorizes City's use of Vendor's name, trademarks and Vendor provided materials in City's
presentations and promotions regarding the availability of use of this contract. The City makes no representation
or guarantee as to any minimum amount being purchased by City or Entities, or whether Entity will purchase
utilizing City's contract.
9. ADDENDA
When specifications are revised, the CITY of PASADENA Purchasing Department will issue an addendum addressing the
nature of the change Bidders must sign and include it in the returned bid package.
10. SILENCE OF SPECIFICATIONS
The apparent silence of specifications as to any detail, or the apparent omission from it of a detailed description
concerning any point, shall be regarded as meaning that only the best commercial practice is to prevail and that only
material and workmanship of the finest quality are to be used. All interpretations of specifications shall be made on the
basis of this statement. The items furnished under this contract shall be new, unused of the latest product in production
to commercial trade and shall be of the highest quality as to materials used and workmanship. Manufacturer furnishing
these items shall be experienced in design and construction of such items and shall be an established supplier of the item
bid.
11. NAME BRANDS
Specifications may reference name brands and model numbers. It is not the intent of the CITY of PASADENA to restrict
these bids in such cases, but to establish a desired quality level of merchandise or to meet a pre - established standard
due to like existing items Bidders may offer Items of equal stature and the burden of proof of such stature rests with
bidders. The CITY of PASADENA shall act as sole judge in determining equality and acceptability of products offered
12. RECYCLED MATERIALS
CITY of PASADENA encourages the use of products made of recycled materials and shall give preference in purchasing
to products made of recycled materials if the products meet applicable specifications as to quantity and quality. CITY of
PASADENA will be the sole judge in determining product preference application.
13. INSPECTIONS & TESTING
City of Pasadena reserves the right to Inspect any dem(s) or service location for compliance with specifications and
requirements and needs of the using department If a bidder cannot furnish a sample of a bid item, where applicable, for
review, or fails to satisfactorily show an ability to perform, the CITY can reject the bid as inadequate.
14. PRICING
Prices for all goods and/or services shall be firm for the duration of this contract and shall be stated on the Bid Pricing
form. Prices shall be all inclusive: No price changes, additions, or subsequent qualifications will be honored during the
course of the contract All prices must be written in ink or typewritten. Pricing on all transportation, freight, drayage and
other charges are to be prepaid by the contractor and included in the bid prices. If there are any additional charges of
any kind, other than those mentioned above, specified or unspecified, bidder MUST indicate the Items required and
attendant costs or forfeit the right to payment for such items. Where unit pricing and extended pricing differ, unit pricing
prevails.
16. BID FORM COMPLETION
Unless otherwise specified, Bidders must use the bid forms supplied by the Purchasing Office. Fill out and return to the
City Secretary's Office. An authorized representative of the bidder should sign the Bid Sheet. The contract will be binding
only when signed by the CITY of PASADENA, funds are certified by the CITY Controller, as applicable, and a Purchase
Order issued
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IFB # 13 -027 Wood Grinding Services
16. SCANNED OR RE -TYPED RESPONSE
If in its bid response, bidder either electronically scans, re- types, or in some way reproduces the City's published bid
package, then in event of any conflict between the terms and provisions of the City's published bid specifications, or any
portion thereof, and the terms and provisions of the bid response made by bidder, the City's bid specifications as
published shah control. Furthermore, if an alteration of any kind to the City's published bid specifications is only
discovered after the contract is executed and is or is not being performed; the contract is subject to immediate
cancellation.
17. BID RETURNS including ALTERNATE BIDS
Bidder shall return one (1) "ORIGINAL" and one (1) "COPY" of the sealed bid in a sealed envelope or package of
comparable size. Please cut out and affix the bid label on page 26 to the outermost mailing envelope (UPS, LISPS,
FEDM etc...) of your bid to ensure proper deliveryl
Only one Bid per envelope. Alternate Bids shall be in a separate envelope and marked as Alternate Bid.
Bidders must return all completed bids to:
City of Pasadena
City Secretary's Office
1211 Southmore, Suite 115
Pasadena, Texas 77502
by the date and time specified. Late bids will not bg accepted and will be returned to Bidders unopened,
18. SUPPLEMENTAL MATERIALS
Bidders are responsible for Including all pertinent product data in the retumed bid package. Literature, brochures, data
sheets, specification information, completed forms requested as part of the bid package and any other fads which may
affect the evaluation and subsequent contract award should be included, Materials such as legal documents and
contractual agreements, which the bidder wishes to include as a condition of the bid, must also be in the returned bid
package, Failure to include all necessary and proper supplemental materials may be cause to reject the entire bid
19. VARIANCES
For purposes of bid evaluation, Bidders must indicate any variances, no matter how slight, contained in the bid No
variations or exceptions by a bidder will be considered or deemed a part of the bid submitted unless such variances or
exceptions are listed in the bid and referenced in the space provided on the bid pages. If variances are not stated, or
referenced as required, it will be assumed that the product or service complies with the City's terms, conditions and
specifications.
By receiving a bid, the City does not necessarily accept any variances contained in the bid. All variances submitted are
subject to review and approval by the City. If any bid contains material variances that, in the City's sole opinion, make
that bid conditional in nature, the City reserves the right to reject the bid or part of the bid that is declared, by the City as
conditional.
20. DISQUALIFICATION OF BIDDER
Upon signing this bid document, a bidder offering to sell supplies materials, services, or equipment to the CITY of
PASADENA certifies that the bidder has not violated the antitrust laws of this state codified in Texas Business and
Commerce Code §15,01, et seq., as amended, or the federal antitrust laws, and has not communicated directly or
indirectly the bid made to any competitor or any other person engaged In such line of business. Any or all bids may be
rejected if the CITY believes that collusion exists among the bidders. Bids in which the prices are obviously unbalanced
may be rejected. If multiple bids are submitted by a bidder and after the bids are opened, one of the bids is withdrawn,
the result will be that all of the bids submitted by that bidder wilt be withdrawn; however, nothing herein prohibits a vendor
from submitting multiple bids for different products or services.
21. AWARD OF CONTRACT
21.1. Per Section § 252.043 of the Texas Local Government Code;
21.1.1. If the competitive sealed bidding requirement applies to the contract for goods or services, the contract
must be awarded to the lowest responsible bidder or to the bidder who provides goods or services at the
best value for the municipality.
21.1.2. In determining the best value for the municipality, the municipality may consider:
(a) the purchase price;
(b) the reputation of the bidder and of the bidder's goods or services;
(c) the quality of the bidder's goods or services;
(d) the extent to which the goods or services meet the municipality's needs;
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IFB # 13 -D27 Wood Grinding Services
(e) the bidder's past relationship with the municipality,
(f) the impact on the ability of the municipality to comply with laws and rules relating to contracting
with historically underutilized businesses and nonprofit organizations employing persons with
disabilities;
(g) the total long -term cost to the municipality to acquire the bidder's goods or services; and
(h) any relevant criteria specifically listed in the request for bids or proposals.
21.2. The City reserves the right to make an award on the basis of low line item, low total of lines items, or in any
other combination that serves the best interest of the City and to reject any and all bids or line items at the City's
sole discretion For the purpose of evaluation, any item left "blank" will be deemed "no bid ".
21.3. The City reserves the right to accept any Item or group of items on this bid, uniess the bidder qualifies his/her bid
by specific limitations.
21.4. A written award of acceptance (manifested by a City Ordinance) and appropriation mailed or otherwise furnished
to the successful bidder results in a binding contact without further action by either party.
21.5. Breaking of tie bids shall be in accordance with the Texas Local Government Code § 271.901.
21.8. Although the information furnished to bidders specified the approximate quantities needed, based on the best
available information where a contract is let on a unit price basis, payment shall be based on the actual
quantities supplied. The City reserves the right to delete items, prior to the awarding of the contract, and
purchase said items by other means; or after the awarding of the contract, to increase or decrease the quantities
bid in accordance with § 252.048 of the Texas Local Government Code. No changes shall be made without
written notification of the City.
21.7. The City of Pasadena reserves the right to waive any formality or irregularity, to make awards to more than one
bidder, to reject any or all bids. In the event the lowest dollar bidder meeting specifications is not awarded a
contract, the bidder may appear before the City Council, the governing body and present evidence concerning
his responsibility after officially notifying the Purchasing Manager of his intent to appear.
22. EVALUATION
Evaluation shall be used as a determinant as to which bid items or services are the most efficient and /or most economical
for the CiTY. It shall be based on all factors that have a bearing on price and performance of the items in the user
environment. All bids are subject to tabulation by the CiTY of PASADENA Purchasing Department and recommendation
to the governing body. Compliance with all bid requirements, delivery and needs of the using department are
considerations in evaluating bids. The CITY of PASADENA Purchasing Department reserves the right to contact any
bidder, at any time, to clarify, verify or request information with regard to any bid,
23. CONSIDERATION OF LOCATION OF BIDDER'S PRINCIPAL PLACE OF BUSINESS
23.1. Pursuant to Subchapter Z, Chapter 271.9051, Texas Local Government Code, and City of Pasadena
Resolution 2009 -125, in purchasing under this title any real property, personal property that is not affixed to
real property, or services, if a municipality receives one or more competitive sealed bids from a bidder whose
principal place of business is in the municipality and whose bid is within five percent (5 %) of the lowest bid price
received by the municipality from a bidder who is not a resident of the municipality, the municipality may enter
into a contract for construction services in an amount of less than $100,000 or a contract for other purchases In
an amount of less than $500,000 with:
23.1.1. the lowest bidder; or
23.1.2. the bidder whose principal place of business is in the municipality if the governing body of the municipality
determines, in writing, that the local bidder offers the municipality the best combination of contract price
and additional economic development opportunities for the municipality created by the contract award,
including the employment of residents of the municipality and increased tax revenues to the municipality.
23.2. This section does not prohibit a municipality from rejecting all bids.
23.3. This section does not apply to the purchase of telecommunications services or information services, as
those terms are defined by 47 U.S.0 Section 153
23.4. In order to receive consideration, bidders must fill out and submit the Local Bidder's Preference Form.
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24. PROTESTS:
24.1. All protests regarding the solicitation process must be submitted in written form to the Purchasing Manager within
five (5) working days following the opening of bids/proposals, This includes all protests relating to legal
advertisements, deadlines, bid /proposal openings, and all other related procedures under the Local Government
Code, as well as any protests relating to alleged improprieties or ambiguities in the specifications contained
herein or in the contract documents.
24,2. Post -award protests must be submitted in written form to the Purchasing Manager within five (5) working days
after award and must specify the grounds upon which the protest is based. A valid protest shall;
24.2.1. come from an actual bidder or proposer for the contract, and
24.2.2. who claim to be the rightful awardee. That is, the protest is not valid if filed by a bidder who cannot show
they would be awarded the contract if their protest were accepted.
24.3. The Purchasing Manager, having authority to make the final determination, wilt respond within ten (10) working
days to each substantive issue raised in the protest. Allowances for reconsiderations shall be made only if data
becomes available that was not previously known, or if there has been an error of law or regulation.
26. CONTRACT OBLIGATION
The CITY of PASADENA City Council must award the contract and the Mayor or other person authorized by the Mayor
must sign the contract before it becomes binding on the CITY of PASADENA or the bidders. Department heads are NOT
authorized to sign agreements for the CITY of PASADENA. Binding agreements shall remain In effect until all products
andlor services covered by this purchase have been satisfactorily delivered and accepted.
26. BID DOCUMENTS AND BID EVALUATIONS
A vendor, as a member of the public may request a copy of the Bid Tabulation that is compiled when the bids are opened
in City Council or in the Purchasing Department after a request for Public Information is received in accordance with
Texas Government Code, Chapter 552.
The City will not release copies of bids or the bid evaluations until after the contract has been awarded and passed on
second and final reading by the City Council. In accordance with Texas Government Code, Chapter 552.104,
EXCEPTION: INFORMATION RELATED TO COMPETITION OR BIDDING. (a) Information is exempted from the
requirements of Section 552.021 if it is information that, if released, would give advantage to a competitor or bidder. This
is not a waiver of any exception to the requirements of public disclosure contained in the Texas Public Information Act
including, but not limited to, trade secrets or other commercial or financial information that is made confidential by law.
27. INDEPENDENT CONTRACTOR
it is expressly understood and agreed by both panties hereto that the City is contracting with the successful vendor as
independent contractor. The parties hereto understand and agree that the City shall not be liable for any claims which
may be asserted by any third party occurring in connection with the services to be performed by the successful vendor
under this contract and that the successful vendor has no authority to bind the City.
28. FISCAL FUNDING
A multi -year lease or lease /purchase arrangement (if requested by the Special Requirements/Instructions), or any
contract continuing as a result of an extension option, must include fiscal funding out. If, for any reason, funds are not
appropriated to continue the lease or contract, said lease or contract shall become null and void on the last day of the
current appropriation of funds. After expiration of the lease, leased equipment shall be removed by the bidder from the
using department without penalty of any kind or form to the CITY of PASADENA, All charges and physical activity related
to delivery, installation, removal and redelivery shall be the responsibility of the bidder.
29. GRANT FUNDING
Any contract entered into by the CITY that is to be paid from grant funds shall be limited to payment from the grant
funding and the vendorlprovider understands that the CITY has not set aside any CITY funds for the payment of
obligations under a grant contract. If grant funding should become unavailable at any time for the continuation of services
paid for by the grant, and further funding cannot be obtained for the contract, then the sole recourse of the provider shall
be to terminate any further services under the contract and the contract shall be null and void.
30, INSURANCE
If required, specific Insurance provisions will be included in bid specifications. A copy of an insurance certificate must be
submitted within ten days from request. The successful vendor will be required to maintain, at all times during
performance of the contract, the insurance detailed in bid specifications. Failure to provide this document may result in
disqualification of bid.
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IFB # 13 -027 Wood Grinding Services
31. WAIVER OF SUBROGATION
Bidder and bidder's insurance carrier waive any and all rights whatsoever with regard to subrogation against CITY of
PASADENA as an indirect party to any suit arising out of personal or property damages resulting from bidder's
performance under this agreement
32. TERMINATION
The CITY of PASADENA reserves the right to terminate the contract for default if bidder breaches any of the terms
therein, including warranties of bidder or if the bidder becomes insolvent or commits acts of bankruptcy. Such right of
termination is in addition to and not in Ileu of any other remedies which the CITY of PASADENA may have in law or
equity. Default may be construed as, but not limited to, failure to deliver the proper goods and/or services within the
proper amount of time, and /or to properly perform any and all services required to the City's satisfaction and/or to meet all
other obligations and requirements.
33. TERMINATION - NOTICE
Either party may cancel the contract at any time after award. The City shall be required to give the vendor notice thirty
days prior to the date of cancellation of the contract. The vendor shall be required to give the City written notice sixty
days prior to the date of cancellation of the contract. The CITY of PASADENA may terminate the contract without cause
upon thirty (30) days written notice.
34. INDEMNITY
34.1. CONTRACTOR COVENANTS AND AGREES TO FULLY INDEMNIFY AND HOLD HARMLESS, THE CITY
AND ELECTED OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES OF THE
CITY, INDIVIDUALLY OR COLLECTIVELY, FROM AND AGAINST ANY AND ALL COSTS, CLAIMS, LIENS,
DAMAGES LOSSES, EXPENSES, FEES, FINES, PENALTIES, PROCEEDINGS, ACTIONS, DEMANDS,
CAUSES OF ACTION, LIABILITY AND SUITS OF ANY KIND AND NATURE, INCLUDING BUT NOT LIMITED
TO, PERSONAL INJURY OR DEATH AND PROPERTY DAMAGE, MADE UPON THE CITY, DIRECTLY OR
INDIRECTLY ARISING OUT OF RESULTING FROM OR RELATED TO BID ACTIVITIES UNDER THIS BID,
INCLUDING ANY ACTS OR OMISSIONS OF CONTRACTOR, ANY AGENT, OFFICER, DIRECTOR,
REPRESENTATIVE, EMPLOYEE, CONSULTANT OR SUBCONTRACTOR OF CONTRACTOR, AND THEIR
RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS AND REPRESENTATIVES WHILE IN THE
EXERCISE OR PERFORMANCE OF THE RIGHTS OR DUTIES UNDER THIS CONTRACT, ALL WITHOUT,
HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE CITY UNDER TEXAS LAW
AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF
THIS INDEMNIFICATION ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND NOT
INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER
PERSON OR ENTITY. CONTRACTOR SHALL PROMPTLY ADVISE THE CITY IN WRITING OF ANY CLAIM
OR DEMAND AGAINST THE CITY OR CONTRACTOR KNOWN TO CONTRACTOR RELATED TO OR
ARISING OUT OF CONTRACTOR'S ACTIVITIES UNDER THIS CONTRACT AND SHALL SEE TO THE
INVESTIGATION AND DEFENSE OF SUCH CLAIM OR DEMAND AT CONTRACTOR'S COST. THE CITY
SHALL HAVE THE RIGHT, AT ITS OPTION AND AT ITS OWN EXPENSE, TO PARTICIPATE IN SUCH
DEFENSE WITHOUT RELIEVING CONTRACTOR OF ANY OF ITS OBLIGATIONS UNDER THIS
PARAGRAPH.
34.2. IT IS THE EXPRESS INTENT OF THE PARTIES TO THIS CONTRACT, THAT THE INDEMNITY PROVIDED
FOR IN THIS SECTION, IS AN INDEMNITY EXTENDED BY CONTRACTOR TO INDEMNIFY, PROTECT AND
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Exhibit "B"
SUPPLEMENTAL AGREEMENT
CONCERNING THE
WOOD GRINDING AND MATERIAL HANDLING SERVICES
CONTRACT
STATE OF TEXAS §
§ KNOWN BY THESE PRESENTS:
COUNTY OF HARRIS §
This Supplemental Agreement concerning the Wood Grinding and Material Handling
Services Contract is made this _ day of ' 2014, by and between the City of
Baytown, Texas, acting by and through its City Council of the City of Baytown, Texas
hereinafter referred to as the "City," and Novus Wood Group, L.P., a Texas limited partnership,
hereinafter referred to as the "Contractor'; and the Parties do hereby make and enter into the
following agreement:
I.
In General
1.01 Agreement. Both the contract between Novus Wood Group, L.P., and the City of
Pasadena dated November 19, 2013 (the "Pasadena Contract "), and this Supplemental
Agreement shall herein be referred to collectively as the "Agreement." Should any term
or condition in this Supplemental Agreement conflict with the Pasadena Contract, this
document shall control. References to the City of Pasadena in the Pasadena Contract
shall mean and be construed as the City of Baytown for purposes of this Agreement,
except as otherwise provided herein. This Agreement will be utilized primarily by the
City's Public Works Department for the processing of green waste and processed wood.
a. Estimated Quantities. The list of materials and/or equipments shown on the
specifications and bid form of the Pasadena Contract are based upon usage and
estimates of the City of Pasadena, and the City of Baytown will not be bound by
such estimates.
b. Period of Contract. This Agreement shall be in effect for a period of one year,
beginning on the date first mentioned hereinabove and has two one -year options
to extend the agreement, upon the agreement of both parties. Each such renewal
must be evidenced in writing and approved by the appropriate authorities of each
party. Such renewal shall be for the same compensation set forth in the Invitation to
Bid and prices may be adjusted to reflect the Consumer Price Index (Urban) sixty-
four (64) days prior to the effective date of the renewed if requested in writing by
the Contractor and approved by the City. The Consumer Price Index for all Urban
Areas (CPIU) is an economic indicator most widely used to measure inflation for
prices of goods and services purchased for consumption by urban households.
The CPIU is the percentage of change from the current month to the same month
12 months previously.
SuRRIemental Agreement. Page 1
Additionally, the Contractor understands and agrees that upon the City's written
request, this contract may be extended for a period of time, not to exceed two (2)
months after the expiration of the initial term or any renewal thereof, for the same
compensation as the Contractor was receiving for the goods and/or services
during the expired term immediately preceding the extension. Nothing contained
herein, however, shall obligate the City during the extension period to renew
and/or relet a contract with the Contractor for such goods and/or services. The
City of Baytown may terminate extension at any time for any reason without prior
notice.
C. Contractor's Responsibilities. The Contractor's responsibilities shall be those
contained in the Pasadena Contract as modified herein.
(1) In this Agreement, the Contractor shall provide all necessary processing
equipment, fuel, labor, insurance and supplies to process the wood
material delivered to 3030 Ferry Road, Baytown, Texas.
(2) In the event that access to the primary recycling yard is obstructed or that
a storm event causes the volumes of woody material collected to exceed
the physical capacity of the City's primary location referenced in
subsection (1) above, the City shall provide an alternative processing yard.
d. Gratuities . The City may terminate this Agreement if the City Council finds that
gratuities were offered or given by the Contractor, or any agent or representative
of the Contractor to any officer or employee of the City to secure favorable
treatment with respect to the awarding, amending or making of any determination
with respect to the performance of the Agreement.
e. Pa, ments. Invoices should be sent to the City of Baytown, Attn: Accounts
Payable, P.O. Box 424, Baytown, TX 77522.
f. Prompt Payment Act. The City will comply with the Prompt Payment Act as
modified herein.
1.02 Award of Contract. Upon the execution of this Agreement and prior to performing any
work hereunder, the Contractor shall deliver to the City all certificates of insurance
required in this Agreement. The Contractor shall be prepared to perform the work in the
most expedient manner possible. The work shall be commenced within ten (1.0) calendar
days of the date specified in the written notice and shall be completed within thirty days
of such date specified or such other date as agreed to by the parties in writing. In the
event of any dispute, the records of the City shall be conclusive evidence as to the
commencement date. Time is of the essence in this Agreement.
1.03 Ci , 's ReQresentative. The project shall be administered by the City's Director of Public
Works or his designee (the "City's Representative "), who shall periodically review and
shall inspect the work of the Contractor and inspect the work performed under this
Supplemental Agreement. Page 2
Agreement to ensure that said work is performed in accordance with this Agreement.
The Contractor shall regard and obey the directions and instructions of City's
Representative, provided such directions and instructions are consistent with the
obligations of this Agreement. Should the Contractor object to any orders by the City's
Representative, the Contractor may within two (2) calendar days from receipt of such
order make written appeal to the City Manager for his decision.
1.04 Work. The Contractor shall complete and be responsible for all work as specified,
indicated, or described in this Agreement. All work done shall be in strict conformity
with this Agreement. In the event that the Contractor fails to perform the work as
required, the City may contract with a third party to complete the work and the
Contractor shall assume and pay the costs of the performance of the work specified or
contemplated by the Agreement. The Contractor shall provide and pay for all materials,
supplies, machinery, equipment, tools, superintendents, laborers, insurance, fuel,
transportation, and all other facilities and utilities necessary for the execution and
completion of the work specified or contemplated in the Agreement. All work shall be
done in strict conformity with the Agreement and recognized industry standards.
a. Throughout the progress of the work, the Contractor shall load into City- provided
containers all rubbish, resulting from any of his work. At the completion of the
work, the Contractor shall leave the premises in a clean and finished condition.
Any failure to do so may be remedied by the City or its designee and charged
back to the Contractor.
b. The Contractor shall take the necessary precautions to protect any areas adjacent
to its work.
C. The Contractor shall at all times exercise reasonable precautions for the safety of
employees and others on or near the work and shall comply with all applicable
provisions of Federal, State, and Municipal safety laws and building and
construction codes. All machinery and equipment and other physical hazards
shall be guarded in accordance with the "Manual of Accident Prevention in
Construction" of the Associated General Contractors of America except where
incompatible with Federal, State, or Municipal laws or regulations. The
Contractor shall provide such machinery guards, safe walkways, ladders, bridges,
gangplanks, and other safety devices. The safety precautions actually taken and
their adequacy shall be the sole responsibility of the Contractor, acting at his
discretion as an independent contractor.
d. City agrees to provide to Contractor an accurate accounting of the incoming brush
to be chipped before Contractor will begin processing the brush. When the
amount of brush at the chip site reaches approximately 10,000 cubic yards,
Contractor will mobilize its grinding equipment to the chip site and grind all of
the material.
Suoolemental Agreement. Page 3
1.05 Progress of Work. The Contractor shall coordinate its activities and work with the City.
If requested by the City's Representative, the Contractor shall provide schedules of
planned activities and the estimated dates as and when requested by the City's
Representative. The Contractor shall attend additional meetings called by the City or the
City's Representative upon twenty-four (24) hours' notice unless otherwise agreed by the
parties. Throughout the progress of the work, the Contractor shall keep the working area
free from debris of all types and load into City- provided containers all rubbish resulting
from any work being done by it. At the completion of the work, the Contractor shall
leave the premises in a clean and finished condition. Any failure to do so may be
remedied by the City or its designee and charged back to and permanently withheld from
the Contractor.
1.06 Inspections. The City reserves the right to enter the property by such employee(s) or
agent(s) as it may elect for the purpose of inspecting the work or to perform collateral
work as the City deems necessary. Additionally, the City shall have the right, at any
reasonable time, to observe the work.
1.07 Work Stonaaee. The City or the City's Representative shall have the right to order the
work of the Contractor or any subcontractor wholly or partially stopped immediately (i) if
in the judgment of the City or the City's Representative, any of the work being done is
not in strict accordance with this Agreement; (ii) until objectionable equipment or
materials are removed; or (iii) if any portion of the work is being performed so as to
create a hazardous condition. Such stoppage or suspension shall neither invalidate any of
the Contractor's performance obligations under this Agreement, including time of
performance and deadlines therefor, nor will extra charge be allowed the Contractor by
reason of such stoppage or suspension.
1.08 Time. The Contractor agrees that it shall not be entitled to, nor will it request an
extension of time for performance of the work under this Agreement, except as provided
in Section 3.01 hereof.
1.09 Communications. The Contractor shall forward all communications, written or oral, to
the City through the City's Representative.
1.010 Pam.
a. By the Ciri. The Contractor agrees to perform the work for all of the work under
this Agreement and the City agrees to pay the Contractor based upon the unit
prices enumerated in the Agreement for the actual amount of work done.
Reduction in the scope or quantity of work on unit price items shall merely reduce
the number of units. The Contractor shall never be entitled to anticipated or lost
profits on the deleted or reduced portion of the work.
The City's Representative shall review Contractor's invoices and supporting data,
determine the amount owed to the Contractor and approve the appropriate
payment to Contractor in such amounts. The Contractor shall submit invoices to
Supplemental Agreement Page 4
the City's Representative for payment after final completion of the work
requested in the notice. Whenever the Contractor's invoices include payment for
work that is determined to be either (1) not in accordance with this Agreement, or
(2) not finally complete, the City may, in its sole discretion, withhold payment.
Payments will be made, less any amounts that may be withheld in accordance
with this Agreement. Each undisputed invoice is due and payable by the City
within thirty days following the date of its receipt by the City or within thirty days
of receipt of the invoiced services, whichever is later. No invoice shall be
submitted prior to the City accepting the work for which it is being invoiced.
1.011 Legal Compliance. The Contractor shall secure and pay all permits, fees, licenses, and
inspections necessary for the proper execution and completion of the work. Additionally,
the Contractor shall have the sole obligation to pay any and all charges and fees and give
all notices necessary to and incidental to the lawful prosecution of the work hereunder.
The Contractor will not, however, be required to pay for any permit fees for permits to be
issued by the City of Baytown, which will be waived in conjunction with this Agreement.
The Contractor shall give all notices required by law or that may be otherwise required
by the City and comply with all laws, ordinances, regulations, codes, rules and lawful
orders of all public authorities bearing on the performance of the work.
1.012 Modification. This Agreement may not be altered, changed or amended except by
instrument in writing executed by the parties hereto.
II.
Insurance, Indemnity
2.01 Insurance. Throughout the term of this Agreement, the Contractor at its own expense
shall purchase, maintain and keep in force and effect insurance against claims for injuries
to or death of persons or damages to property which may arise out of or result from the
Contractor's services, whether such services be by the Contractor, its agents,
representatives, volunteers, employees or subcontractors or by anyone directly or
indirectly employed by any of them, or by anyone for whose acts any of them may be
liable.
The Contractor's insurance coverage shall be primary insurance with respect to the City,
its officers, agents and employees. Any insurance or self - insurance maintained by the
City, its officials, agents and employees shall be considered in excess of the Contractor's
insurance and shall not contribute to it. All coverage for subcontractors shall be subject
to all of the requirements stated herein.
The following insurance shall be required under this Agreement and shall meet or exceed
the minimum requirements set forth herein and those set forth in the Pasadena Contract:
1. Commercial General Liability
■ General Aggregate: $2,000,000
Supplemental Agreement. Page 5
• Per Occurrence: $1,000,000
• Coverage shall be at least as broad as ISO CG 00 0104 13
• No coverage shall be deleted from standard policy without notification of
individual exclusions being attached for review and acceptance.
2. Business Automobile Policy
• Combined Single Limits: $1,000,000
• Coverage for "Any Auto"
3. Workers' Compensation
• Statutory Limits
• Employer's Liability $1,000,000
• Waiver of Subrogation required.
Prior to any work being performed on the site, the Contractor shall file with the City valid
Certificates of Insurance and endorsements acceptable to the City. Such Certificates shall
contain a provision that coverage afforded under the policies will not be canceled,
suspended, voided, or reduced until at least thirty (30) days' prior written notice has been
given to the City via certified mail, return receipt requested.
The Contractor shall also file with the City valid Certificates of Insurance covering all
subcontractors.
The following are general requirements applicable to all policies:
➢ AM Best Rating of B +; VII or better for all liability policies.
➢ Insurance carriers licensed and admitted to do business in State of Texas will be
accepted.
Upon request of and without cost to City of Baytown, certified copies of all insurance
policies and/or certificates of insurance shall be furnished to City of Baytown's
representative. Certificates of insurance showing evidence of insurance coverage
shall be provided to City of Baytown's representative prior to any work being
performed at the site.
➢ Liability policies must be on occurrence form.
➢ Each insurance policy shall be endorsed to state that coverage shall not be suspended,
voided, canceled or reduced in coverage or in limits except after thirty (30) days'
prior written notice by certified mail, return receipt requested, has been given to the
City.
The City, its officers, agents and employees are to be added as Additional Insureds to
all liability policies.
➢ Upon request and without cost to the City, certified copies of all insurance polices
and/or certificates of insurance shall be furnished to the City.
➢ Upon request of and without cost to City of Baytown, loss runs (claims listing) of any
and/or all insurance coverage shall be furnished to City of Baytown's representative.
Supplemental Agreement. Page 6
2.02
THE CONTRACTOR AGREES TO AND SHALL INDEMNIFY,
HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS,
AGENTS AND EMPLOYEES (HEREINAFTER COLLECTIVELY
REFERRED TO AS THE "CITY"), FROM AND AGAINST ANY
AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION,
SUITS AND LIABILITY OF EVERY KIND, INCLUDING, BUT NOT
LIMITED TO, ALL EXPENSES OF LITIGATION, COURT COSTS,
AND ATTORNEYS' FEES, FOR INJURY TO OR DEATH OF ANY
PERSON, OR FOR ANY AND ALL DAMAGES ARISING OUT OF
OR IN CONNECTION WITH THE WORK PROVIDED BY THE
CONTRACTOR PURSUANT TO THIS AGREEMENT, THE
CONDUCT OR MANAGEMENT OF THE CONTRACTOR'S
BUSINESS OR ACTIVITIES, OR FROM ANY OTHER ACT OR
OMISSION BY THE CONTRACTOR, ITS AGENTS, AND
EMPLOYEES, WHEN PERFORMING WORK IN ACCORDANCE
WITH THIS AGREEMENT, WHERE SUCH INJURIES, DEATH OR
DAMAGES ARE CAUSED BY THE JOINT NEGLIGENCE OF THE
CITY AND ANY OTHER PERSON OR ENTITY AND /OR BY THE
JOINT OR SOLE NEGLIGENCE OF THE CONTRACTOR. IT IS
THE EXPRESSED INTENTION OF THE PARTIES HERETO,
BOTH THE CONTRACTOR AND THE CITY, THAT THE
INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS
INDEMNITY BY THE CONTRACTOR TO INDEMNIFY AND
PROTECT THE CITY, ITS OFFICERS, AGENTS AND
EMPLOYEES FROM THE CONSEQUENCES OF (n THE CITY'S
OWN NEGLIGENCE, WHERE THAT NEGLIGENCE IS A
CONCURRING CAUSE OF THE RESULTING INJURY, DEATH
OR DAMAGE AND /OR (II) THE CONTRACTOR'S JOINT AND /OR
SOLE NEGLIGENCE. FURTHERMORE, THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH SHALL HAVE NO
APPLICATION TO THE CITY FOR ANY CLAIM, LOSS,
DAMAGE, CAUSE OF ACTION, SUIT AND LIABILITY WHERE
THE INJURY, DEATH OR DAMAGE RESULTS FROM THE SOLE
NEGLIGENCE OF THE CITY, UNMIXED WITH THE FAULT OF
ANY OTHER PERSON OR ENTITY. IN THE EVENT THAT ANY
ACTION OR PROCEEDING IS BROUGHT AGAINST THE CITY
BY REASON OF ANY OF THE ABOVE, THE CONTRACTOR
FURTHER AGREES AND COVENANTS TO DEFEND THE
Supplemental Agreement. Page 7
ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE
TO THE CITY.
The indemnity provided 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. The Contractor assumes full responsibility for its work
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 the
Contractor's work to be performed hereunder. This release shall apply with respect
to the Contractor's work regardless of whether said claims, demands, and causes of
action are covered in whole or in part by insurance.
ARTICLE III.
Miscellaneous Provisions
3.01 Force Maieure. Neither the City nor Contractor shall be required to perform any term,
condition or covenant of this Agreement while such performance is delayed or
interrupted by acts of God, material or labor restrictions by any governmental authority,
civil riot, flood, hurricanes or other natural disasters, any other cause not within the
control of the City or Contractor that by the exercise of due diligence the City or
Contractor is unable wholly or in part, to prevent or overcome and supersedes all prior
agreements and understandings between City and Contractor concerning the subject
matter of this Agreement. Any such delay in performance shall be excused only for the
same amount of time as the occurrence giving rise to the delay shall have lasted or such
period of time as .is reasonably necessary after such occurrence abates for the effects
thereof to have dissipated as determined in the sole discretion of the City.
3.02 Entire A eg_r ement. This Agreement- constitutes the entire agreement between the City
and Contractor. No agreements, ambndments, modifications, implied or otherwise, shall
be binding on any ofthe parties unless set forth in writing and signed by both parties.
3.03 Notice. Any notice required to be given pursuant to the terms and provisions of this
Agreement shall be in writing and shall be mailed by certified or registered mail
addressed as set forth below or at such other address as may be specified by written
notice:
Supplemental Agreement. Page 8
CONTRACTOR
NOVUS Wood Group, L.P.
Attn: Steve M. Ghormlev
5900 I laynesworth Lane
Houston, TX 77034
PAX: 281 - 922 -1474
CITY
City of Baytown
Attn: City Manager
• P.O. Box 424
• . • . Baytown, ,FX 77522
PAX: 281 -=420 -6586
3.04 Construction of Aereenient.' The parties agree that this Agreement shall not be construed
in favor of or against any party on the basis that the party did or did not author this
Agreement.
3.05 Progress Reports. 'File Contractor at such times and in such forms as the City may
require. shall furnish the City such periodic reports as it may request pertaining to the
work undertaken pursuant to this Agreement.
3.06 Venue. Venue for all purposes under• this agreement shall be Harris County, Texas. The
Contractor shall comply with all applicable Federal and State laws, statutes, codes, and
any applicable permits, ordinances, rules, orders and regulations of any local. state or
federal government authority having or asserting jurisdiction.
3.07 Authority. The officers executing this Agreement on behall'of the parties hereby confirm
that such officers haye full authority to execute this Agreement and to bind the part)
he /she represents.
IN WITNESS HEREOF, the parties have executed this agreement in duplicate originals
at Baytown, Harris County, Texas.
CITY OF BAYTOWN
ATTEST:
LETICIA BRYSCH, City Clerk
Sunplemental Agreement, Page 9
ERT D. LEIPE
AFIMCit�- Midager
BJIIq�I?
itui
r
APPROVED AS TO FORM:
IGNACIO RAMIREZ. SR., City Attorney
NOVUS WOOD ROUP, L.P.
Signature
I Anted Name
Title
STATE OF "TEXAS §
§
COUNTY OF HARRIS §
Before me, M � Yom- , the undersi ed notary public, on this day
personally appeared Af. . the to �y of NOVUS Wood
Group. L.P., on behalf of such limited paltnership
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 that instrument for the purposes and consideration therein expressed.
Given under my hand and seal of office this day of )2014.
JENNIFER J GUERRA ary Public in and for the State of
My Commission Exp!I'as Texas
October 20, 2017 {{{- --
My commission expires:
It \Karen \llles%ontracts \wood Grinding and Mutcnal I landling Cn nuact \2014\SI11'I'I- FMI:N•1'Al., AGIMEMENnOI4.doc
Supplemental Agreement. Page 10