Ordinance No. 10,077Ordinance No. 10,077
® 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 FIFTY THOUSAND AND
NO 1100 DOLLARS ($250,000.00); 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 FIFTY THOUSAND
AND NO /100 DOLLARS ($250,000.00) 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
TWENTY -FIVE THOUSAND AND NO /100 DOLLARS ($25,000.00) 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 from and after its passage by
the City Council of the City of Baytown.
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® INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the
City of Baytown this the 26 'h day of May, 2005.
u
CALVIN MUNDINGER, Ma
ATTEST:
GARI W. 3MITH, City Clerk
APPROVED AS TO FORM:
ACIO RAMIREZ, SR., Attorney
RAKaren \Files \City CounciROrdinances\2005Way 26\ PasadenalnterlocalOrdinance.doc
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0 INTERLOCAL AGREEMENT
FOR THE WOOD GRINDING AND MATERIAL HANDLING SERVICES
CONTRACT
U
STATE OF TEXAS
COUNTY OF HARRIS §
This Agreement made this the �, day of , 2005, between the City of
Baytown, Texas, a home -rule municipal corporation locate8 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:
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 Nows 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. 2004 -163, 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 Nows 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 Nows 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 AQreelnent, Page 1
III.
EXHIBIT "A"
® This Agreement shall take effect upon execution by the signatories and shall serve as each
g rn
ovemental 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 _ day of , 2005, 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
GARY JACKSON, City Manager
ATTEST:
GARY W. SMITH, City Clerk
APPROVED AS TO FORM:
IGNACIO RAMIREZ. SR., City Attorney
CITY OF PASADENA
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(Printed Name)
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(Title)
ATTEST:
(Signature)
LINpt) ?021CK
(Printed Name)
CkTy E 02 t 1 (9 le y
(Title) -
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Inierlocal Agreement, Page 2
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 , 2005, 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 August 3, 2004 (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.
a. Estimated Quantities. The list of materials and/or equipments shown on the 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. Term. 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, which option may be exercised by the City by giving the Contractor
written notice of the City's intent to do so at least 30 days prior to the expiration
of the then current term. The City reserves the right to cancel the Agreement at
any time without cause upon thirty (30) days' written notice to the Contractor.
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.
Supplemental Agreement. Page I =ff B
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(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.
Assignment for Financing Purgoses. The provisions concerning assignment for
financing in the Pasadena Contract shall have no application in this Agreement.
Escalation/De- escalation. The provisions concerning escalation/de- escalation of
the bid prices contained in the Pasadena Contract shall have no application to this
Agreement. Prices shall stay firm throughout each term hereof. After the initial
term, prices may be adjusted for each option term to reflect the Consumer Price
Index (Urban) of the month sixty-three (63) days prior to expiration date of the
prior one -year term if requested in writing by the Contractor.
g. Payments. Invoices should be sent to the City of Baytown, Attn: Accounts
Payable, P.O, Box 424, Baytown, TX 77522.
h. 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 (10) 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 City's Representative. 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
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.
Supplemental Agreement. Page 2
® 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 perfonnance 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.
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.
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
SupRiemental Agreement, Page 3
• work as the City deems necessary. Additionally, the City shall have the right, at any
reasonable time, to observe the work. .
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1.07 Work Stoppage. 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 Independent Contractor. The Contractor as an independent contractor covenants and
agrees to supply all materials and equipment and perform services as detailed in the
contract with the City of Pasadena in accordance with such agreement as well as this
Supplemental Agreement for the City of Baytown. The Contractor represents that it has
or will secure at its own expense, all personnel required in performing the services under
this Agreement. Such personnel shall not be employees of or have any contractual
relationship with the City. The Contractor shall have ultimate control over the execution
of the work under this Agreement. It shall be the responsibility of the Contractor to
furnish a completed work product that meets the requirements of the City. The
Contractor may contract with subcontractors for portions of the work or services under
this Agreement with the prior written approval of the City.
1.010 Communications. The Contractor shall forward all communications, written or oral, to
the City through the City's Representative.
1.011 Payment.
By the City. 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
the City's Representative for payment after final completion of the work
requested in the notice. Whenever the Contractor's invoices include payment for
Supplemental Agreement, Page 4
v
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.
b. By the Contractor. Contractor will provide to the City a receipt for each
and all loads removed from the chip site. These receipts will be given to a
designated City employee or however the City directs Contractor. Contractor will
at the end of each calendar month, provide a reconciled statement with payment to
the City in the amount of $46.00 per each load removed. City agrees to track the
number of all incoming trucks entering the brush site. Each truck will be counted
and billed at the rated capacity for each truck entering the brush site. 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.
It is expressly understood and agreed that should the Contractor fail at the end of
each calendar month to provide a reconciled statement with the requisite payment,
the City may, in its sole discretion, withhold from the payment prescribed in
subsection (a) hereof the amount due from Contractor.
[.012 Contract Contingency. The terms of this Agreement are contingent upon sufficient
appropriations and authorization being made by the City for the performance of this
Agreement. If at any time during the period of performance under this Agreement, the
City does not make sufficient appropriations and authorizations, this Agreement shall
terminate upon written notice being given by the City to the Contractor. The City's
decision as to whether sufficient appropriations are available shall be accepted by the
Contractor and shall be final.
1.013 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.
1.014 Modification. This Agreement may not be altered, changed or amended except by
instrument in writing executed by the parties hereto.
Supplemental Agreement, Page 5
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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:
Commercial General Liability
• General Aggregate: $1,000,000
• Per Occurrence: $500,000
• Coverage shall be at least as broad as ISO CG 00 01 10 93
• No coverage shall be deleted from standard policy without notification of
individual exclusions being attached for review and acceptance.
Business Automobile Policy
• Combined Single Limits: $1,000,000
• Coverage for "Any Auto"
Workers' Compensation
• Statutory Limits
• Employer's Liability $500,000
• 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.
Supplemental Agreement, Page 6
® The following are general requirements applicable to all policies:
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2.02
➢ 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.
9 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.
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 ATTORNEY'S' 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,
Supplemental Agreement, Page 7
•
•
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 (I) 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
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.
Supplemental Agreement. Page 8
• 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 Agreement. This Agreement constitutes the entire agreement between the City
and Contractor. No agreements, amendments, modifications, implied or otherwise, shall
be binding on any of the 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
nonce:
CONTRACTOR
Novus Wood Group, L.P.
Attn: Steve M. Ghormley
5900 Haynesworth Lane
Houston, TX 77034
FAX: 281 - 922 -1474
CITY
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown, TX 77522
FAX: 281420 -6586
3.04 No Assignment. The Contractor shall not assign any interest in this Agreement and shall
not transfer any interest in the same without the prior written consent of the City thereto.
3.05 Construction of Agreement. 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.
Supplemental Agreement— Page 9
• 3.06 Progress Reports. The 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.
C
3.07 Venue and Choice of Law. This Agreement is performed in Harris County, Texas, and is
subject to 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.
3.8 Authority. The officers executing this Agreement on behalf of the parties hereby confirm
that such officers have full authority to execute this Agreement and to bind the party
he /she represents.
IN WITNESS HEREOF, the parties have executed this agreement in duplicate originals
at Baytown, Harris County, Texas.
CITY OF BAYTOWN
ATTEST:
GARY W. SMITH, City Clerk
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR., City Attorney
Supplemental Agreement, Page 10
GARY JACKSON, City Manager
NOVUS WO GROUP
4(-�7 �Z �'
Signature
Printed Name
Title
ir>/l,
•
STATE OF TEXAS
COUNTY OF HARRIS §
Before me, the undersigned notary public, on this day
personally appeared S -rE ✓E m. G)loR• z-4 , the V I C-- AU-3 - /,5dS 1X-V. of Novus Wood
Group, L.P., on behalf of such limited partnership
✓ 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 a6 ~day of Z9-14JARf 2005.
o DErPNE PA�TIE=N
Koury P tk. Sun d Twn
`` ' °"""`�°"E'� '' Notary Public in and for the State of
;b
5
MARCH 23.2CO�
Texas
My commission expires: 3 - a3 -08
® RAKaren1Fi1=\Con1,.c.1W00d Grinding and Material Handling Con"cSISUPPLEMENTAL AGPEEMENT01 I IOSCIcanAm
Supplemental Agreement. Page 11
•
: • CO 5-- /a/
ne -,20Os-/24,
INTERLOCAL AGREEMENT
FOR THE WOOD GRINDING AND MATERIAL HANDLING SERVICES
CONTRACT
STATE OF TEXAS §
COUNTY OF HARRIS §
This Agreement made this the day of , 2005, between the City of
Baytown, Texas, a home-rule municipal corporation locate in Harris and Chambers Counties,
Texas, and the City of Pasadena,Texas, a home-rule municipal corporation located in Harris County,
Texas.
WITNES SETH
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. 2004-163, is attached hereto as Exhibit "A" and incorporated
herein for all intents and purposes.
IL
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.
III.
Interlocal Agreement,Page 1
EXHIBIT "A"
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,%I'-`day of Ma,/ , 2005, 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
GARY JA• S N,City Manager ( gnature)
__ CHM 1VIAaL-Ov(
(Printed Name)
MR y op_
(Title)
ATTEST: ATTEST:
4GR�. SMITH,City Clerk (Signature) rfrl�
LiNO0 ?OR.I<K
(Printed Name)
eTy S----E.(Jae T ►rik`)
(Title)
APPROVED AS TO FORM: APP/16 S TO FORM:
4
ACID RAMIREZ, SR., Attorney ( e
LeE CLAae
(Printed Name)
CI Ty l�►7ToR IU Ey
(Title)
Interlocal Agreement, Page 2
1