HomeMy WebLinkAboutContract 35153 (2)0
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AGREEMENT FOR SERVICES
THIS AGREEMENT ("Agreement") is made and entered into between THE CITY OF FORT
WORTH, a home i-ule municipal corporation of the State of Texas ("City"), acting by and
tluough Joe Paniagua, its duly authorized Assistant City Manager, and ANUBIS
SCENECLEAN, INC., acting by and through Kalyn Peterson, its duly authorized President
("Consultant").
RECITALS
WHEREAS, Consultant specializes in professional removal and decontamination of bio-
hazard material from crime scenes, other locations (including jails and crime labs) and
automobiles:
WHEREAS, City is in need of professional bio-hazard cleaning services including
removal and decontamination for the crime lab, jail (including holding cells) and patrol cars; and
WHEREAS, City and Consultant desire to enter into a contract to have such seivices
provided which beneiit City.
NOW, THEREFORE, in consideration of the mutual covenants herein expressed, and
based upon Consultant's affirmations in Section l.b. below, the parties agree as follows:
AGREEMENT
1. Performance of Services.
a. Consultant covenants and agrees to fully perform, or cause to be performed, with
good faith and due diligence, all objectives described in Exhibit "A", attached and incorporated
herein for all purposes incident to this Agreement ("Services").
b. Consultant affirms that the company is engaged full time in the business of bio-
hazard clean-up and desires to render the Seivices for City on the terms and conditions provided _
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in this Agi•eement. Consultant affirms to have professional lcnowledge of removable and
decontamination of bio-hazard scenes regarding police jails, police crime labs, and patrol cars.
c. Consultant shall notify City as soon as possible upon any disciplinary action or
sanction taken against Consultant, including but not limited to corrective action by Texas
Commission on Environmental Quality or the Environmental Protection Agency, revocation or
suspension of any business licenses or law suits being brought against Consultant. Consultant
shall disclose to City the reasons given for any sanction, disciplinaiy action, penalty or
injunctive relief.
d. Consultant shall adhere to all ethical, legal, and professional requirements or
standards, especially those requirements or standards relating to coniidentiality and privacy, in
the provision of the Services.
e. Consultant certifies that it has and will maintain during the term of this
Agreement, current and appropriate federal, state, and local licenses, permits, and certifications
necessary for the handling, packaging, decontamination, transportation, treatment, and disposal
of bio-hazardous material and waste as required by this Agreement. These include but are not
limited to current and appropriate Environmental Protection Agency and Department of
Transportation permits and identification numbers as the Generator, Transporter, Treatment,
Storage, and/or Disposal (TSD) facilities used in management of hazardous and acutely
hazardous wastes; and appropriate state Generator, Transporter, and TSD facility permits and
identification numbers.
£ Consultant shall talce title to and be deemed to be the "Generator" for record
keeping and paperwork purposes, of all aggregated bio-hazardous material and waste it accepts
from the performance of the Seivices, at the time such wastes are removed from the City facility
or patrol car.
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2. Term.
a. Services shall be provided by Consultant for an initial term beginning March 1, 2007
and ending when City determines the Services are complete, or September 30, 2007, whichever
occurs first.
b. In addition to the initial te�m of this Agreement, there shall be four options to renew
for terms of one year each, unless earlier terminated or herein provided. Renewal shall occur
upon City including in its budget for the option years sufiicient funds for its obligations
hereunder and Consultant providing proof of continued certifications and insurance.
3. Fee. City agrees to pay Consultant $195.00 per hour for the Seivices, plus
reimbursement of expenses for cleaning supplies (the "Fee"). The total cost for the initial term of
this Agreement shall not exceed $22,500.00. The Fee shall be compensation for all Seivices.
Payment shall be made monthly and shall be based upon the number of service calls provided
during the previous month. No payment shall be due until completion by Consultant all
documentation necessary for the City to process payments. Payment from City to Consultant
shall be made on an invoice basis following receipt by City from Consultant of a signed invoice.
The invoice shall be submitted to the City, addressed to Gerald L. Chandler, 350 West Belknap,
Fort Worth, Texas, 76102, no later than the 15th day following the end of the month. Payment of
Consultant's invoice shall be made within 30 days after receipt of proper invoice.
4. Termination. Either party may cancel this Agreement at any time and for any reason by
providing the other party with thirty days written notice of termination. In the event this
Agreement is terminated prior to expiration of the Term, City shall pay Consultant only for
Service actually rendered as of the effective date of termination.
5. Independent Contractor. Consultant shall operate hereunder as an independent contractor
and not as an officer, agent, seivant, or employee of City. Consultant shall have exclusive
control of and the exclusive right to control the details of the Services performed hereunder, and
all persons performing same, and shall be solely responsible for the acts and omissions of its
officers, agents, seivants, employees, subcontractors and program participants
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The doctrine of
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respondeat superior shall not apply as between the City and Consultant, its officers, agents,
servants, employees, subcontractors, or program participants, and nothing herein shall be
construed as creating a partnership or joint enterprise between City and Consultant. It is
expressly understood and agreed that no officer, agent, employee, or subcontractor of Consultant
is in the paid service of City.
6. Indemnification.
CONSULTANT COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS
AND DEFEND, AT ITS OWN EXPENSE, CITYAND ITS OFFICERS, AGENTS, SERVANTS,
AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR
PROPERTY LOSS OR DAMAGE AND/OR PERSONAL 1NJURY, 1NCLUDING DEATH, TO
ANY AND ALL PERSONS, OF WHATSOEVER K1ND OR CHARACTER, WHETHER REAL
OR ASSERTED, ARISING OUT OF OR 1N CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS
AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED
HEREIN; AND CONSULTANT HEREBY ASSUMES ALL LIABILITY AND
RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND
EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR
DAMAGE AND/OR PERSONAL 1NJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR 1N CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE OR NON-PERFORMANCE OF THIS
AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED
HEREIN. CONSULTANT LIKEWISE COVENANTS AND AGREES TO AND DOES
HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND
ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF
OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF CONSULTANT, ITS
OFFICERS, MEMBERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, INVITEES,
LICENSEES, OR PROGRAM PARTICIPANTS.
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CONSULTANT AGREES TO AND SHALL RELEASE CITY, ITS AGENTS,
EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR
INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED BY
CONSULTANT 1N CONNECTION WITH OR 1NCIDENTAL TO PERFORMANCE UNDER
THIS AGREEMENT.
Environmental Indemnification: CONSULTANT DOES HEREBY RELEASE, INDEMNIFY,
REIMBURSE, DEFEND, AND HOLD HARMLESS THE CITY OF FORT WORTH AND
ALL PARTICIPATING CITIES, THEIR OFFICERS, AGENTS AND EMPLOYEES FROM
AND AGAINST ANY AND ALL ENVIRONMENTAL DAMAGES AND THE VIOLATION
OF ANY AND ALL ENVIRONMENTAL REQUIREMENTS RESULTING FROM THE
HANDLING, COLLECTION, TRANSPORTATION, STORAGE, DISPOSAL, TREATMENT,
RECOVERY, AND/OR REUSE, BY ANY PERSON, OF HAZ�RDOUS WASTE WHICH
UNDER THIS AGREEMENT, WHEN SAID ENVIRONMENTAL DAMAGES OR THE
VIOLATION OF SAID ENVIRONMENTAL REQUIREMENTS WERE THE RESULT OF
ANY ACT OR OMISSION OF CONSULTANT, ITS OFFICERS, AGENTS, EMPLOYEES,
OR SUBCONTRACTORS, OR THE JO1NT ACT OR OMISSION OF CONTRACTOR, ITS
OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS AND ANY OTHER
PERSON OR ENTITY.
Consultant shall require all of its subcontractors to include in their subcontracts a release
and indemnity in favor of City in substantially the same form as above.
This Section 6 shall survive the exuiration or termination of this Agreement.
7. Insurance.
During the term of this Agreement, Consultant shall procure and maintain at all times, in full
force and effect, a policy or policies of insurance that provide the specific coverage set forth in
this Section 7 as well as any and all other public risks related to Consultant's performance of its
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obligations under this Agreement. Consultant shall specifically obtain the following types of
insurance at the following limits:
• Commercial General Liabilitv:
$1,000,000 per occunence/ $2,000,000 aggregate; providing blanket contractual
liability insurance products and completed operations; independent contractor's
liability; and coverage for property damage to City facilities; and
City of Fort Worth is named as Additional Insured.
Worlcers Compensation
Statutory WC coverage
Employers Liability with limits of
$100,000 each accident
$100,000 Disease - each employee
$500,000 Disease - policy limit
Automobile Liability (if vehicles are driven onto City property)
$1,000,000 combined single limit
Professional Liability (if services are deemed professional in nature)
$1,000,000 each claim and aggregate
The CGL and Auto policies shall name the City of Fort Worth as Additional Insured.
The Worlc Comp and Auto policies shall have a Waiver of Subrogation in favor of the
City. All policies shall contain a 30-day Notice of Cancellation for the City.
• Environmental Impairment Liability (EIL) and/or Pollution Liability-
$2,000,000 per occurrence. EIL coverage(s) must be included in policies listed in
items A and B above; or, such insurance shall be provided under separate policy(s).
Liability for damage occurring while loading, unloading and transporting materials
collected under the contract project shall be included under the Automobile Liability
insurance policy or other policy(s).
• Errors & Omissions (Professional Liability):
If coverage is written on a claims-made basis, the retroactive date shall be coincident
with or prior to the date of the contractual agreement. The certificate of insurance
shall state that the coverage is claims-made and include the retroactive date. The
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insurance shall be maintained for the duration of the contractual agreement and for
five (5) years following completion of the service provided under the contractual
agreement or for the warranty period, whichever is longer. An annual certificate of
insurance submitted to the City shall evidence coverage. Coverage shall be in the
following amounts:
(1) $1,000,000 per occurrence or claim
(2) $2,000,000 aggregate
Consultant shall promptly provide the City with certificates of insurance that verify Consultant's
compliance with the insurance requirements of this Agreement. The City's Risk Manager shall
have the right to review and evaluate Consultant's insurance coverage and to make reasonable
requests or revisions pertaining to the types and limits of that coverage. Consultant shall comply
with such requests or revisions as a condition precedent to the effectiveness of this Agreement.
8. Warrantv. Contractor warrants that it understands the currently known hazards and
suspected hazards which are presented to persons, property and the environment by aggregate
household hazardous waste. Contractor further wanants that it and its officers, agents,
employees, and subcontractors will perform all services under this Contract in a safe, efficient
and lawful manner using industry accepted practices, and in full compliance with all applicable
state and federal laws governing its activities and is under no restraint or order which would
prohibit performance of services under this Agreement. Approval by the City shall not constitute
or be deemed to be a release of the responsibility and liability of Contractor, or its officers,
agents, employees, or subcontractors, for the accuracy and competency of their services provided
under the Agreement.
9. Assi _� Consultant shall not assign or subcontract all or any part of its rights,
privileges or duties under this Agreement without the prior written consent of City, and any
attempted assignment of subcontract of same without such prior written approval shall be void
and constitute a breach of this Agreement.
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10, Compliance with Law. Consultant, its officers, agents, employees and subcontractors,
shall abide by and comply with all laws, federal, state and local, including all ordinances, rules
and regulations of City. It is agreed and understood that, if City calls to the attention of
Consultant any such violation on the part of Consultant or any of its officers, agents, employees
or subcontractors, then Consultant shall immediately desist from and correct such violation.
11. Non-Discrimination. Consultant, in the execution, performance or attempted
performance of this contract and Agreement, will not discriminate against any person or persons
because of disability, age, familial status, sex, race, religion, color or national origin, nor will
Consultant peimit its officers, agents, employees, or subcontractors to engage in such
discrimination.
This Agreement is made and entered into with reference specifically to Chapter 17,
Article III, Division 3, of the City Code of the City of Fort Worth ("Discrimination in
Employment Practices"), and Consultant hereby covenants and agrees that Consultant, its agents,
employees and subcontractors have fully complied with all provisions of same and that no
employee or employee-applicant has been discriminated against by either Consultant, its agents,
employees or subcontractors.
12. Right to Audit. Consultant agrees that the City shall, until the expiration of three (3)
years after final payment under this Agreement, have access to and the right to examine any
directly pertinent books, documents, papers and records of the Consultant involving h�ansactions
relating to this Agreement. Consultant agrees that the City shall have access during normal
working hours to all necessaiy Consultant facilities and shall be provided adequate and
appropriate workspace in order to conduct audits in compliance with the provisions of this
section. The City shall give Consultant reasonable advance notice of intended audits.
Consultant further agrees to include in all of its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until the expiration of
three (3) years after final payment under the subcontract, have access to and the right to examine
any directly pertinent books, documents, papers and records of such subcontractor involving
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transactions to the subcontract, and further that City shall have access during normal worlcing
hours to all subcontractor facilities and shall be provided adequate and appropriate worlcspace in
order to conduct audits in compliance with the provisions of this paragraph. City shall give
subcontractor reasonable advance notice of intended audits.
This Section 12 shall survive the expiration or termination of this A�reement.
13. Fiscal Fundin�. In the event no funds or insufiicient funds are appropriated by the City
in any fiscal period for any payments hereunder, City will notify Consultant of such occui�rence
and this Agreement shall terminate on the last day of the fiscal period for which appropriations
were received without penalty or expense to City of any kind whatsoever, except as to the
portions of the payments herein agreed upon for which funds shall have been appropriated.
14. Entire A�reement. This written instrument constitutes the entire agreement by the parties
hereto concei•ning the worlc and services to be performed hereunder, and any prior or
contemporaneous, oral or written agreement, which purports to vary from the terms hereof shall
be void.
15. Venue and Jurisdiction. Should any action, whether real or asserted, at law or in equity,
arise out of the execution, performance, attempted performance of this Agreement, venue for
said action shall lie in Tarrant County, Texas.
16. Notices. Notices to be provided hereunder shall be sufficient if forwarded to the other
party by hand-delivery or via U.S. Postal Service certified mail, postage prepaid, to the address
of the other party shown below:
1. CITY: Joe Paniagua, Assistant City Manager
City Manager's Office
City of Fort Worth
1000 Throckmorton Street
Fort Worth, TX 76102
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Copies To: Gerald Chandler, Contract Compliance
Fort Worth Police Department
350 W. Belknap
Fort Worth, TX 76102
Leann Guzman, Assistant City Attorney
Law Department
1000 Throcicmorton Street
Fort Worth, TX 76102
2. CONTRACTOR: Ms. Kalyn Peterson
ANUBIS SceneClean, Inc.
1540 Keller Parkway, Suite 108, #202
Keller, Texas 76248
17. Non-Waiver. The failure of City or Consultant to insist upon the performance of any
term or provision of this Agreement or to exercise any right herein conferred shall not be
construed as a waiver or relinquishment to any extent of City's or District's right to assert or rely
upon any such term or right on any future occasion.
18. Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has
made full disclosure in writing of any existing or potential conflicts of interest related to
Consultant's services and proposed services with respect to the Project. In the event that any
conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees
immediately to malce full disclosure to the City in writing.
The City acicnowledges that Consultant may use products, materials or methodologies
proprietary to Consultant. The City agrees that Consultant's provision of services under this
Agreement shall not be grounds for the City to have or obtain any rights in such proprietary
products, materials or methodologies unless the parties have executed a separate written
agreement with respect thereto. Notwithstanding the foregoing, Consultant understands and
agrees that the City is subject to various public information laws and regulations, including, but
not limited to, the Texas Open Records Act. Consultant, for itself and its officers, agents and
employees, further agrees that it shall treat all information provided to it by the City as
confidential and shall not disclose any such information to any third party without the prior
written approval of the City. -_-
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19. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired.
20. Force Majeure. The City and Consultant shall exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement, but shall not be held liable for
any delay or omission in performance due to force majeure or other causes beyond their
reasonable control, including, but not limited to, compliance with any government law,
ordinance or regulation, acts of God, acts of omission, fires, strilces, locicouts, national disasters,
wars, riots, material or labor restrictions by any governmental authority, transportation problems
and/or any other similar causes.
21. Headin�s not Controlling_ Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
[SIGNATURES APPEAR ON FOLLOWING PAGE.]
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IN WI1'NESS WHEREOF, the parties hereto have executed this Agreement in multiples in Fort
Woi•th, Tarrant County, Texas, to be effective as of January 1, 2007.
ATTEST:
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City Secretar
APPROVED AS TO FORM AND LEGALITY
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' eann Guzman
Assistant City Attorney
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ATTEST:
No M&C Required
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CITY OF FORT
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Joe Pafii�gua � � �
Assisf��it �C--ity Manager
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�onrrac�. F�uttaoxia tica�:
Date
CONTRACTOR
ANUBIS SCENECLEAN, INC., a Texas
corporation
By: - �
Kaly terson, President
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STATE OF TEXAS
COUNTY OF TARRANT
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BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Kalyn Peterson, known to me to be the person whose name is
subscribed to the foregoing instrument and acicnowledged to me that the same was his act and
that he executed the same for the purpose and consideration therein expressed.
GIVEN LTNDER MY HAND AND SEAL OF OFFICE this �� day of �a✓�V�--
,
A.D. 2007.
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�o#�ry Pubtic
* � �^'��`�� �F TEXAS
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STATE OF TEXAS
COUNTY OF TARRANT
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Notary Public in and for
the State of Texas
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Joe Paniagua, known to me to be the person whose name is
subscribed to the foregoing instrument and acknowledged to me that the same was the act of the
City of Fort Worth for the puipose and consideration therein expressed and in the capacity
therein stated.
GIVEN LTNDER MY HAND AND SEAL OF OFFICE this ��ay o ,
A.D. 2007.
ra����P�a�c MARIA S. SANCMEZ
� � a NOTARY PUBLIC
STATE OF TEXAS
��'rF oF �+� My Comm. Exp.12-14•2009
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Not ry Public in and for
the State of Texas
EXHIBIT "A"
SERVICES
Contractor shall provide the following decontamination services:
A. FORT WORTH JAIL CELLS: Using a high powered efficiency airless sprayer,
saturate the walls, floors, interior door�s and benches of the cells. Also clean and
disinfect the toilets and sinks. Remove and dispose of all trash (in accordance with
OSHA standards) prior to the departure after each cleaning. As required, spray
Odorcide to neutralize any smell. As the area is being disinfected, remove all bodily
fluid such as blood, urine, and feces. NOTE: Due to the misting process of the
equipment being used, always insure that the fire alarms are disabled prior to
beginning any work and insure that the fire alarms are re-armed at the completion of
the decontamination process.
B. PATROL CARS: Remove all bodily fluids and biohazard material during cleanup.
The entire area of the rear area of the call shall be decontaminated by spraying EPA
Hospital grade disinfectant and completely wiped down to remove all contaminates.
In some cases, removal of the entire bacic seat will be necessary due to body fluids
seeping between the seatbelt attachments and into the jute underneath. This shall be
accomplished to prevent odor as well as any infectious material remaining in the
patrol car. Seatbelts, carpet and overhead lining on the back seat shall also be
decontaminated. Odorcide spray as required to remove any odor.
C. CRIME LAB: The area(s) requiring biohazard cleaning shall be cleaned and
disinfected. Any part of the stiucture such as walls, ceiling tile, baseboards, and floor
tile that cannot be decontaminated shall be removed and disposed of in accordance
with industry standards, Crime Lab supervisor approval is required prior to the
disposal of any item.
D. All services shall include one red box, PPE and a normal amount of disinfectant at no
additional charge over the hourly price for services. Supply charges for any
unexpected difficult requirements such as major sewage problems may be invoiced in
addition to the hourly rate.
E. DISPOSAL SERVICES. Dispose of all bio-hazard containers in accordance with
OSHA, TCEQ and EPA standards and maintain required documentation in
accordance with OSHA, TCEQ and EPA requirements.
[END OF EXHIBIT "A"]