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Contract 45198 (2)
C. u t 5 C ET'' jell / c CO�1 /AM STATE OF TEXAS KNOWN ALL BY THESE PRESENTS COUNTY OF TARRANT CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS This Contract is entered into by and between the City of Fort Worth, a home -rule municipality located within Tarrant, Denton, Parker, and Wise Counties, Texas ("City"), acting through Fernando Costa, its duly authorized Assistant City Manager, and The Cleaning Guys, LLC ("Contractor"), acting through Erick D. McCallum, its duly authorized President. in consideration of the mutual promises and benefits of this Contract, the City and the Contractor agree as follows: ARTICLE 1. DEFINITIONS In this contract, the following words and phrases shall be defined as follows; Contract Documents means this contract, the Invitation to Bid (ITB) or Request for Proposals (RFP), attachments, amendments, and appendices to the ITB or RFP, the Contractor's response to the ITB or RFP, all ancillary documents submitted with the Contractor's response to the ITB or RFP, and any contract amendments, change orders, task orders or other documents related to the substance of this contract. Notice to Proceed means oral notice by an authorized representative of the TPW Environmental Services Division that directs the Contractor to mobilize to the work site. Order of Cessation means notice, either oral or written, from the City's Representative to immediately halt further work under this Contract. Respond within One Hour means that within one hour after notification and authorization for action by City, Contractor shall be at the work site with sufficient personnel, materials, and equipment necessary to effectuate an adequate response. The adequacy of the response shall be determined in the sole reasonable judgment of the City. Responsible Party means the owner or operator of a vehicle, pipeline, or facility from which there has been a release or a threatened release of toxic or hazardous CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS The Cleaning Guys, LLC :LIVED r, I 3 2013 S1t1L RECORD ©I?Y SECRETARY F7: WORTh, TX substances, materials, or wastes; oil or petroleum substance; pollutants; or contaminants. Subcontract means a contract between the Contractor for this project and another person or company for any task defined in the scope of work. A purchase order is also considered a subcontract. ARTICLE 2 SCOPE OF CONTRACTOR'S SERVICES Contractor hereby agrees to perform as an independent contractor the services set forth in the Scope of Work attached hereto as Attachment "A". ARTICLE 3 COMPENSATION Section 1. Fee Schedule. City and Contractor agree to the unit prices, labor rates, and other costs as specified in this contract. Contractor shall be compensated in accordance with the Fee Schedule shown in Attachment "B'. Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment "A". The total fee paid by the City shall not exceed a total of twenty four thousand nine hundred ninety nine dollars ($24 999.00) and the City will not be liable for any Contractor fees. costs, or other remuneration in excess of this amount unless the City has signed and issued a formal duly authorized amendment or modification to this contract. There is no guarantee of a minimum amount of work to be ordered under this contract. Section 2. Invoice and Payment. The Contractor shall provide monthly invoices to the City. All invoices must reflect the City Task Order number Invoices shall contain a detailed breakdown to include labor including employee name, functional title, date and hours of work performed internal supplies and services provided; and external supplies and services provided. CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS Page 2 of 21 The Cleaning Guys, LLC Payment for services rendered shall be due within thirty (30) days of the uncontested performance of the particular services so ordered and receipt by City of Contractor's invoice for payment of same. In the event of a disputed or contested billing, only that portion so contested may be withheld from payment, and the undisputed portion will be paid No interest will accrue on any contested portion of the billing until mutually resolved. City will exercise reasonableness in contesting any billing or portion thereof. The Contractor shall also provide the City with quarterly updates showing the total and itemized costs incurred to the City for each task ordered and the amount remaining in the contract not -to -exceed amount. Contractor shall receive no additional compensation for work delays or hindrances except when direct and unavoidable extra costs to the Contractor are caused by the City's gross negligence. ARTICLE 4 TERM This term of this contract shall be for a period of twelve (12) months beginning from the date of execution by the City Manager or his designee and may be extended by subsequent agreement of both parties for one (1) additional twelve month period. The contract prices resultant from this solicitation shall prevail for the full duration of the initial twelve month term. For any subsequent renewal all conditions, terms, and pricing shall remain the same as stated in the original contract unless otherwise agreed upon in writing by both parties in a duly authorized contract amendment. ARTICLE 5 INDEPENDENT CONTRACTOR The City agrees to hire Contractor as an independent contractor, and not as an officer, servant, or employee of the City Contractor shall have the exclusive right to control the details of the work performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, and subcontractors. Nothing herewith shall be construed as creating a partnership or joint venture between the City and Contractor, its officers, agents employees, and subcontractors; and the doctrine of respondent superior has no application as between the City and Contractor. ARTICLE 6 INDEMNIFICATION A. Definitions. The following words and phrases shall be defined as follows: CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS Page 3 of 21 The Cleaning Guys, LLC 1. "Environmental Damages" shall mean all damages, losses, diminished values, claims, judgments, penalties, fines, liabilities, encumbrances liens, costs, expenses of investigation, and the defense of any claim whether or not such claim is ultimately defeated, results in a judgment or order of any kind, or is resolved by any good faith settlement and of whatever kind or nature, direct or indirect, tangible or intangible, compensatory, exemplary, or punitive economic or non -economic, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, to the City and any third parties, including without limitation reasonable attorney's and consultant's fees, any of the foregoing which are incurred as a result the Contractor's work, or due to negligence, or arising from a violation of any Environmental Requirements, or arising from strict liability, or an intentional tort, and whether any of the foregoing are attributable to the Contractor, a Subcontractor, a vendor, employee, agent, successor, or assignee and including by way of example but not limited to: a. Damages for personal injury or death, pain and suffering, mental or emotional distress, injury to property of any kind or to natural resources, environmental contamination, or the loss of use or value of property; b. Fees incurred for the services of attorneys, consultants, engineers, contractors, experts, laboratories, and investigators related to any studies, cleanup, remediation, removal, response, abatement, containment, closure, restoration, monitoring work, civil or criminal defense, or the recovery of any other costs; and c. Liability, claims, or judgments to any third persons or governmental agencies in connection with the items referenced herein d. Fines, penalties, costs, agreed orders, or settlements to any federal, state, or local government for violations of environmental laws permits, standards, or regulations. 2. "Environmental Requirements" shall mean the allowable or permissible levels, concentrations, or amounts of materials; all applicable present and future statutes, regulations, rules, permits, plans or authorizations of all governmental agencies, departments, commissions boards, bureaus, or instrumentalities of the United States, states, and political subdivisions thereof; and all applicable judicial, administrative, and regulatory decrees, judgments, and orders and all common law causes of action; all of the above relating to the protection of human health or the environment and being inclusive of, but not limited to: CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS Page 4 of 21 The Cleaning Guys, LLC a. All requirements, including, but not limited to, those pertaining to reporting, licensing permitting, facilities, sites, operations, emissions, discharges releases, or threatened releases of wastes, substances, materials, pollutants, contaminants, hazardous wastes, petroleum products, toxic substances, materials, or other any other regulated or harmful substances whether solid, liquid, or gaseous into the air surface water, groundwater, stormwater, or land or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of elements, compounds, materials, substances, pollutants contaminants, or hazardous or toxic materials, substances, or wastes, whether solid, liquid, or gaseous in nature; and b. All requirements, including, but not limited to, those pertaining to reporting, licensing permitting, facilities, sites, operations, emissions, discharges releases or threatened releases of radioactive materials or radiation or electromagnetic fields. c. All requirements pertaining to the protection of the environment, natural resources, the health and safety of employees or the public; and d. Citizen suits authorized by any federal or state law; and e. All common law causes of action related to health, safety, natural resources, and the environment. B Environmental Indemnification. CONTRACTOR AGREES TO INDEMNIFY, HOLD HARMLESS, RELEASE, REIMBURSE, AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES AGAINST ANY AND ALL: 1) ENVIRONMENTAL DAMAGES, AS DEFINED HEREIN, THAT ARE RELATED TO ANY ENVIRONMENTAL REQUIREMENTS AS DEFINED HEREIN, INCLUDING ANY ACTS, OMISSIONS, LIABILITIES (INCLUDING STRICT LIABILITY), CLAIMS, SUITS, DEMANDS, OR CAUSES OF ACTION AND 2) VIOLATIONS, ALLEGED VIOLATIONS, SUITS, OR CLAIMS RELATED TO ANY ENVIRONMENTAL REQUIREMENTS AS DEFINED HEREIN, INCLUDING ANY ACTS, OMISSIONS, LIABILITIES (INCLUDING STRICT LIABILITY). C. General Indemnification. CONTRACTOR AGREES TO INDEMNIFY, RELEASE, HOLD HARMLESS, REIMBURSE, AND DEFEND, THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL DAMAGES, LIABILITY, CLAIMS, SUITS, DEMANDS, OR CAUSES OF CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS Page 5 of 21 The Cleaning Guys, LLC ACTION THAT ARISE FROM THE CONTRACTOR'S OPERATIONS UNDER THIS AGREEMENT WHEN SUCH ARE CAUSED BY ANY ACT OR OMISSION OF CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS, SUCCESSORS, OR ASSIGNS AND WHETHER ARISING FROM NEGLIGENCE, INTENTIONAL TORT, VIOLATION OF A LAW OR DUTY TRIGGERING STRICT LIABILITY, OR BY THE INFRINGEMENT OF ANY PERSON'S PROPERTY, LEGAL, OR CONSTITUTIONAL RIGHT. D. The obligations of the Contractor related to this general and environmental indemnification shall include, but not be limited to, the burden and expense of reimbursing the City for all fees and costs for defending all claims, suits, and administrative proceedings, even if such claims, suits or proceedings are groundless, false, or fraudulent, and conducting all negotiations of any description, and paying and discharging, when and as the same become due, any and all judgments, settlements, penalties or other sums due against such indemnified persons. E Upon learning of a claim, lawsuit, or other liability which Contractor is required hereunder to indemnify, contractor shall provide City with timely notice of same. F. The obligations of the Contractor related to this indemnification shall survive the expiration or termination of this Agreement and the discharge of all other obligations owed by the parties to each other hereunder. ARTICLE 7 INSURANCE The Contractor certifies it has, at a minimum, current insurance coverage as detailed below and will maintain it throughout the term of this Contract Prior to commencing work, the Contractor shall deliver to City, certificates documenting this coverage. The City may elect to have the Contractor submit its entire policy for inspection. A. Insurance coverage and limits: 1 Commercial General Liability Insurance $1,000,000 each occurrence; $2,000,000 aggregate 2. Automobile Liability Insurance Coverage on vehicles involved in the work performed under this contract: $1 000 000 per accident on a combined single limit basis or: $500,000 bodily injury each person; $1,000 000 bodily injury each accident; and $250,000 property damage CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS Page 6 of 21 The Cleaning Guys, LLC The named insured and employees of Contractor shall be covered under this policy. The City of Fort Worth shall be named an Additional Insured, as its interests may appear. Liability for damage occurring while loading unloading and transporting materials collected under the Contract shall be included under this policy. 3. Worker's Compensation Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease -policy limit $100,000 disease -each employee 4 Environmental Impairment Liability (EIL) and/or Pollution Liability $4,000,000 per occurrence. EIL coverage(s) must be included in policies listed in subsections 1 and 2 above; or such insurance shall be provided under separate policy(s). Liability for damage occurring while loading, unloading and transporting matenals collected under the contract shall be included under the Automobile Liability insurance or other policy(s) B. Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to the City prior to Contractor proceeding with the Contract. 1. Applicable policies shall be endorsed to name the City an Additional Insured thereon, as its interests may appear. The -term City shall include its employees officers, officials, agents, and volunteers as respects the Contracted services. 2. Certificate(s) of Insurance shall document that insurance coverage specified herein are provided under applicable policies documented thereon. 3. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements. 4. A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the City. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto Contractor's insurance policies. Notice shall be sent to Department of Risk Management, City of Fort Worth, 1000 Throckmorton Street, Fort Worth, Texas 76102 5. Insurers for all policies must be authorized to do business in the state of Texas or be otherwise approved by the City; and such insurers shall be acceptable to the City in terms of their financial strength and solvency. CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS Page 7 of 21 The Cleaning Guys, LLC 6. Deductible limits, or self -insured retentions, affecting insurance required herein shall be acceptable to the City in its sole discretion; and, in lieu of traditional insurance, any alternative coverage maintained through insurance pools or risk retention groups must be also approved. Dedicated financial resources or Letters of Credit may also be acceptable to the City. 7. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the City as respects the Contract 8. The City shall be entitled, upon its request and without incurring expense to review the Contractor's insurance policies including endorsements thereto and, at the City's discretion; the Contractor may be required to provide proof of insurance premium payments. 9. The Commercial General Liability insurance policy shall have no exclusions by endorsements unless the City approves such exclusions 10. The City shall not be responsible for the direct payment of any insurance premiums required by the contract. It is understood that insurance cost is an allowable component of Contractor's overhead. 11 Alt insurance required above shall be written on an occurrence basis in order to be approved by the City. 12. Subcontractors to the Contractor shall be required by the Contractor to maintain the same or reasonably equivalent insurance coverage as required for the Contractor. When subcontractors maintain insurance coverage, Contractor shall provide City with documentation thereof on a certificate of insurance Notwithstanding anything to the contrary contained herein in the event a subcontractor's insurance coverage is canceled or terminated, such cancellation or termination shall not constitute a breach by Contractor of the contract ARTICLE 8 BONDS A. Payment and Performance Bonds. Before beginning the work, the Contractor shall be required to execute to the City of Fort Worth, a payment bond if the contract is in excess of $25,000 and a performance bond if the contract is in excess of $100,000. The payment bond is solely for the protection and use of payment bond beneficiaries who have a direct contractual relationship with the Contractor or subcontractor to supply labor or material; and in 100% the amount of the Contract The performance bond is solely for the protection of the City of Fort Worth in 100% the amount of the Contract; and conditioned on the faithful performance by Contractor of the work in accordance with the plans, specifications, and contract documents. Contractor must provide the payment CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS Page 8 of 21 The Cleaning Guys, LLC and performance bonds, in the amounts and on the conditions required, within 14 calendar days after Notice of Award B. Requirements for Sureties. The bonds shall be issued by a corporate surety duly authorized and permitted to do business in the State of Texas that is of sufficient financial strength and solvency to the satisfaction of the City The surety must meet all requirements of Article 7 19-1 of the Texas Insurance Code. All bonds furnished hereunder shall meet the requirements of Chapter 2253 of the Texas Government Code, as amended. In addition the surety must (1) hold a certificate of authority from the United States Secretary of the Treasury to qualify as a surety on obligations permitted or required under federal law; or (2) have obtained reinsurance for any liability in excess of $100,000 from a reinsurer that is authorized and admitted as a reinsurer in the state of Texas and is the holder of a certificate of authority from the Untied States Secretary of the Treasury to qualify as a surety on obligations permitted or required under federal law. Satisfactory proof of any such reinsurance shall be provided to the City upon request. The City, in its sole discretion, will determine the adequacy of the proof required herein. No sureties will be accepted by the City that are at the time in default or delinquent on any bonds or which are interested in any litigation against the City. Should any surety on the Contract be determined unsatisfactory at any time by the City, notice will be given to the Contractor to that effect and the Contractor shall immediately provide a new surety satisfactory to the City. ARTICLE 9 WARRANTY Contractor warrants that it understands the actual and potential hazards which are presented to persons, property and the environment by the type of work to be performed under this contract. Contractor further warrants that it 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 Contract. ARTICLE 10. DEFAULT AND TERMINATION A. Contractor shall not be deemed to be in default because of any failure to perform in a timely manner under this contract if the failure arises from acts of God, acts of the public enemy, fires, epidemics, quarantine restrictions, labor strikes, freight CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS Page 9 of 21 The Cleaning Guys, LLC embargoes, and unusually severe weather, except however that Contractor shall take all reasonable measures to mitigate any delays and costs. The City in all circumstances reserves the right to obtain performance of the services anticipated by this contract from another Contractor at its sole discretion for any reason and such an act will not be deemed to be a breach by the City. B. If Contractor fails to begin work herein provided for within the time specified above, or to complete such work within the time specified above, within the true meaning of this contract, City shall have the right to take charge of and complete the work in such a manner as it may deem appropriate If City exceeds the costs detailed in the attached documents, City may deliver to Contractor a written itemized statement of the total excess costs and Contractor shall reimburse City for such excess costs without delay. C. Alternatively, if at any time during the term of this contract the work of Contractor fails to meet the specifications of the contract documents, City may notify Contractor of the deficiency in writing. Failure of Contractor to correct such deficiency and complete the work required under this contract to the satisfaction of City within ten days after written notification shall result in termination of this contract. All costs and attorneys fees incurred by City in the enforcement of any provision of this contract shall be paid by Contractor. D. City may terminate this Contract with or without cause upon written notice to Contractor, provided that such termination shall be without prejudice to any other remedy the City may have. In the event of termination, any work in progress will continue to completion unless specified otherwise in the notice of termination The City shall pay for any such work in progress that is completed by Contractor and accepted by the City. The remedies provided for herein are in addition to any other remedies available to City elsewhere in this contract ARTICLE 11. LICENSES AND PERMITS Contractor certifies and warrants that on the day any work is to commence under this contract and during the duration of the contract it shall have and maintain all of the current, valid, and appropriate federal, state, and local licenses and permits necessary for the provision of services under this contract. Contractor also certifies that if it uses any subcontractor in the performance of this contract that such subcontractor shall have and maintain all of the current, valid, and appropriate federal, state, and local licenses and permits necessary for the provision of services under this contract. CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS Page 10 of 21 The Cleaning Guys, LLC ARTICLE 12. OBSERVE AND COMPLY Contractor shall at all times observe and comply with all federal, state, and local laws and regulations and with all City ordinances and regulations which in any way affect this Agreement and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authonty for such enactment No plea of misunderstanding or ignorance thereof shall be considered. Contractor agrees to defend, indemnify and hold harmless City and all of its officers, agents and employees from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees ARTICLE 13. MODIFICATION No amendment or modification of this Contract shall be binding on the Contractor or the City unless set out in writing and signed by both parties. No amendment or modification shall be binding upon the City unless signed by the City Manager or an Assistant City Manager of the City of Fort Worth. Any changes to the scope of work or compensation must be in the form of a written formal, authorized modification of this contract that is in accordance with all applicable state and city laws, regulations, and ordinances. In no event shall any verbal authorization changing the scope of work or verbal agreements for additional compensation be binding upon the City Contractor expressly agrees a) not to make changes to its legal, financial, or logistical position on any matter based on any oral representation by an employee, contractor, or agent of the City prior to obtaining a written modification to this contract; b) that it waives any claim based u pon reliance or estoppel as a result of acting or not acting due to an alleged oral change to a material term of this contract from the City its employees, contractors, or agents; and c) that it waives any claim for compensation for work performed based u pon an alleged oral change to a material term of this contract from the City, its e mployees, or agents. • ARTICLE 14. RIGHT TO AUDIT City and Contractor agree that, until the expiration of three (3) years after the final payment under this Contract the City shall have access to and the right to examine any directly pertinent books documents, papers and records of the Contractor involving transactions relating to this Contract. Contractor further agrees to include in all its subcontracts 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 CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS Page 11 of 21 The Cleaning Guys, LLC subcontract, have access to papers and records of such subcontractor involving transactions relating to the subcontract. The term "subcontract" as used herein includes purchase orders. ARTICLE 15. MINORITY AND WOMAN BUSINESS ENTERPRISE (M/WBE) PARTICIPATION In accordance with City Ordinance No. 15530, the City has goals for the participation of minority business enterprises and woman business enterprises ("M/WBE") in City contracts. Consultant acknowledges the M/WBE goal established for this Agreement and its commitment to meet that goal Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by the Consultant may result in the termination of this Agreement and debarment from participating in City contracts for a period of time of not Tess than three (3) years. ARTICLE 16. NON-DISCRIMINATION During the performance of this contract, Contractor shall not discriminate in its e mployment practices and shall comply with all applicable provisions of Chapter 17, Article III of the Code of the City of Fort Worth. Contractor agrees not to discriminate against any employee or applicant for e mployment because of because of age, race, color, religion sex, disability, national o rigin, sexual orientation, transgender, gender identity or gender expression in any manner involving employment, including the recruitment of applicants for employment, advertising, hiring, layoff, recall, termination of employment, promotion demotion, transfer, compensation, employment classification, training and selection for training or any other terms, conditions or privileges of employment. Contractor agrees to post in conspicuous places available to employees and applicants for employment, notices setting forth the provisions of the non-discrimination clause. Contractor also agrees that in all solicitations or advertisements for employees placed by or on behalf of this contract, that Contractor is an equal opportunity employer. Notices, advertisements, and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section. CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS Page 12 of 21 The Cleaning Guys, LLC ARTICLE 17. GOVERNING LAW The City and Contractor agree that the validity and construction of this contract shall be governed by the laws of the State of Texas, except where preempted by federal law. ARTICLE 18. SEVERABILITY The provisions of this contract are severable; and if for any reason any one or more of the provisions contained herein are held to be invalid, illegal or unenforceable in any respect, the invalidity illegality or unenforceability shall not affect any other provision of this contract, and this contract shall remain in effect and be construed as if the invalid, illegal or unenforceable provision had never been contained in the contract. ARTICLE 19. RIGHTS AND REMEDIES NOT WAIVED In no event shall the making by the City of any payment to Contractor constitute or be construed as a waiver by the City of any breach of covenant, or any default which may then exist, on the part of Contractor, and the making of any such payment by the City while any such breach or default exists shall in no way impair or prejudice any right or remedy available to the City with respect to such breach or default Any waiver by either party of any provision or condition of the contract shall not be construed or decreed to be a waiver of any other provision or condition of this Contract, nor a waiver of a subsequent breach of the same provision or condition, unless such waiver be expressed in writing by the party to be bound ARTICLE 20. VENUE AND JURISDICTION If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. Contractor affirms that it is subject to the jurisdiction of said Courts. ARTICLE 21. NOTICES Any notices, bills invoices or reports required by this contract shall be sufficient if sent by the parties in the United States mail, postage paid, to the address noted below: CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS Page 13 of 21 The Cleaning Guys, LLC If to the City: If to the Contractor: Michael A. Gange, Assistant Director Transportation and Public Works Department City of Fort Worth 1000 Throckmorton Fort Worth, Texas 76102-6311 Erick D. McCallum The Cleaning Guys, LLC PO Box 171953 Arlington TX 76003 ARTICLE 22. ASSIGNMENT The City and Contractor bind themselves and any successors and assigns to this contract. Contractor shall not assign, sublet, or transfer its interest in this contract without written consent of the City. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the City, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the City and Contractor. If Contractor desires to subcontract any service(s) to be performed under this contract, Contractor agrees to obtain the City's written acceptance of such subcontractor(s) before allowing any subcontractor(s) to perform designated service or services. Failure of the Contractor to obtain the City's written acceptance of any and all of the Contractor's subcontractors used in the performance of this agreement shall be grounds for automatic termination. In addition, Contractor acknowledges that City may, at City's own discretion, perform on -site audits of all proposed subcontractors' facilities in order to determine acceptability of the Subcontractor(s). ARTICLE 23. NO THIRD -PARTY BENEFICIARIES This Agreement shall inure only to the benefit of the parties hereto and third persons not privy hereto shall not, in any form or manner, be considered a third party beneficiary of this Agreement Each party hereto shall be solely responsible for the fulfillment of its own contracts or commitments. CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS Page 14 of 21 The Cleaning Guys, LLC ARTICLE 24. CONTRACT CONSTRUCTION The parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. The paragraph headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Contract. ARTICLE 25. ENTIRETY This contract, the contract documents and any other documents incorporated by reference herein are binding upon the parties and contain all the terms and conditions agreed to by the City and Contractor, and no other contracts, oral or otherwise, regarding the subject matter of this contract or any part thereof shall have any validity or bind any of the parties hereto. In the event of any conflict between this contract and any other contract documents, then the terms of this contract shall govern. ARTICLE 26. AUTHORITY AND EXECUTION By signing this contract Contractor warrants that it has had the opportunity 1) to examine this contract in its entirety, 2) to have its legal counsel examine and explain the content, terms, requirements, and benefits of this contract if Contractor so chooses, and 3) to negotiate the terms of this contract within the bounds of applicable law. Having had the opportunity to submit its bid and also to specifically negotiate the terms of this contract, Contractor agrees to be bound by this contract and expressly agrees to the terms of this contract, including terms that may vary from those of the Invitation to Bid or the Contractor's proposal. The signatory to this contract represents that he or she is legally authorized by the Contractor to enter into a binding agreement on behalf of the Contractor The remainder of this page is left intentionally blank CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS Page 15 of 21 The Cleaning Guys, LLC ATTACHMENT A ADDITIONAL CONDITIONS AND SCOPE OF WORK SCOPE OF CONTRACTOR'S SERVICES Contractor shall furnish all labor, materials, and equipment necessary for and have the responsibility to: • Respond WITHIN ONE HOUR of being notified by the City to a release or threatened release of toxic or hazardous substances, materials, or wastes; oil or petroleum substance; pollutants; or contaminants WITHIN ONE AND HALF-HOURS of initial notification provide the necessary personnel, materials, and equipment for an adequate response. Notification may be made by the City as a phone call or other reasonable means. The adequacy of the response shall be determined by the City in its sole reasonable judgment. • If requested by the City, collect samples and have analytical testing performed to assist in the characterization and profiling of waste for disposal. All analytical testing shall be performed at a Laboratory designated by the City. • Negotiate approval with the City for profiled waste and make arrangements for disposal if the waste is Class II Non -Hazardous Waste. • If the waste is either Hazardous or Class I Non -Hazardous Waste, the Provider shall contact the City to make arrangements for disposal through the hazardous waste disposal company under separate contract with the City • Assist the Fort Worth Fire Department, under Fire Department command direction, in confined space entry or reactive chemical ordinance until command is passed from Fire Department to other City staff control. • Provide on -site remediation of wastes as requested (such as bio-remediation). • Have the capability to provide transportation of hazardous and non -hazardous solid and liquid wastes. • Provide sorbent products to the City on an as -needed basis. Response Action Report Following an Order of Cessation or completion of response action, Contractor shall provide a comprehensive report of the actions taken on behalf of the City of Fort Worth within five (5) days. The written report shall include a summary of all actions including final cleanup and the name of the City employee who initially contacted the Contractor for response. This report shall accompany the invoice submitted for the work. CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS Page 16 of 21 The Cleaning Guys, LLC Waste Disposal Documentation Contractor shall further provide City with fully executed copies of Waste Manifests within 30 calendar days of waste shipments. No payment shall become due and payable until all pertinent Waste Manifests have been delivered to the City. Contractor shall provide all paperwork and documentation needed to complete waste shipments Contractor certifies that it has and will maintain during the term of this Contract, current and appropriate federal, state, and local licenses and permits to perform the work described in the Contract Documents In addition, Contractor agrees to require any of its subcontractors used to perform this Contract to have and maintain current and appropriate federal, state and local licenses and permits to perform this contract; and SCOPE OF CITY SERVICES The City agrees to perform the following services: • Designate a City representative to provide timely direction to the Contractor, render City decisions and to accompany Contractor to the work site • Provide written confirmation of mobilization on the next business day following the notification This confirmation will include the Fire Department's incident number for tracking purposes. • Coordinate with City facilities, City departments, and any tenants. • Arrange, coordinate, and take any and all actions reasonably necessary to obtain and secure ingress and egress to emergency response sites. Contractor herein agrees that it will attempt entrance to an emergency response site only upon authorization by the City. ORDER OF CESSATION City may issue an Order of Cessation under the following circumstances: 1. Contractor has entered into an agreement with the Responsible Party for remediation services at the work site. In such event, City shall have no further responsibility to the Contractor after the agreement with the Responsible Party has been executed and the City has been provided a copy of such agreement; 2. The Responsible Party has entered into an agreement with another contractor to perform remediation services at the work site and that contractor has arrived on scene. In such event, Contractor shall cancel its response if in route or take all appropriate steps to turn control of the remediation over to the Responsible Party's contractor. CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS Page 17 of 21 The Cleaning Guys, LLC 3. At any time City determines that the work is being carried out in a hazardous or unlawful manner. In such event, Contract shall immediately turn control of in -use containment or sorbent products to the City, and perform appropriate demobilization activities. The remainder of this page is left intentionally blank CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS Page 18 of 21 The Cleaning Guys, LLC ATTACHMENT B COMPENSATION Compensation shall be in accordance with the compensation schedule below with a total annual amount not to exceed $24 999. The labor prices therein are per hour are for services provided between the hours of 7:00 AM and 5:00 PM Central Standard Time (or Central Daylight Time, as applicable) and shall be considered the base compensation rate. Services provided between 5:00 PM and 7:00 AM shall be considered after-hours and will be compensated at 1.5 times the base compensation rate. LABOR Manager S upervisor S upervisor S ite Safety Officer S cientist Scientist Clerical PPE Boots Gloves Gloves Gloves Level "A" Suit Level "B" Suit Level "B" Suit Level "C" Suit Level "C Suit Tyvek Suit Materials Absorbent Absorbent Absorbent Wipes S odium Hypochlorite S pill Control/Bio Remediation P roducts Decon Supplies Decon Supplies Decon Supplies Pump P ump TYPE P roject Health/Safety S ite Safety S ite Safety Chemist Biologist Type Acid Resistant Latex Leather N itrile Kappler Responder Kappler CPF IV Kappler CPF III CPF2 — Tape Seam CPF2 — Sewn Seam Coveralls Type Oil Boom Oil Pad Vermiculite 12" X 12" Roll Gallon Gallon - 5 Brush Pails Pools 4X4 2" Diaphram 3" Diaphram CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS The Cleaning Guys, LLC PRICE / HOUR $135/hr $65/hr $60/hr $60/hr $80/hr $80/hr $17/hr Price / Unit $90/pair $1.75/pair $6 25/pair $4 00/pair $940/ea. $220/ea. $90/ea. $80/ea. $40/ea. $11/ea. Price / Unit 3" x 4 $67 per box 15 x 20 $71 per box 16 Lb bag $35.00 $40.00 $7/ gallon Bio Bugs $159.00 $10.00 $20.00 $220.00 $300/ day $250/ day Page 19 of 21 Containers Drum Drum Drum Drum Roll off Roll off Liner for Roll off Monitor Equipment PID Multiple Gas Detector pH Meter Mobile Equipment Trailer Vacuum Truck Bobcat Backhoe / Loader Material Compressor Generator Type Poly salvage 30 gal w/ lid Steel salvage 30 gal 55-gal DRF 55-gal DRM 10 Yd3 20 Yd3 Type 4 Gas Meter Type Haz-Mat 16 ft. Case 1845 JCB 2105 Type Small Air 5KW P rice / Unit $65.00/ea. $70.00/ea. $45.00/ea $40.00/ea. $15.00 per day $15.00 per day $45.00 ea. P rice / Unit $150/ day $100/ day $35/ day P rice / Unit $700/day $115 / hr $455/ day $630/ day P rice / Unit $100/day $100/day The remainder of this page is left intentionally blank CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS The Cleaning Guys, LLC Page 20 of 21 SIGNATURE PAGE EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS THE CLEANING GUYS, LLC IN WITNESS THEREOF, the parties have executed this contract in triplicate in Fort Worth, Texas, on the dates written below. CITY OF FORT WORTH BY: Fernando Costa Assistant City Manager Dated: arAVis RECQMMENDE Michael Gange / Assistant Dir cto TPW APPROVED AS TO FORM AND LEGALITY: rthur N. Bashor Assistant City Attorney ATTEST: 1 Mary Kayse City Secretary CONTRACTOR The Cleaning Guys, LLC BY: Erick D. McCallum President Witness CORPORATE SEAL: CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS The Cleaning Guys, LLC ©firif Arimnim Tt.701V111:114, ti7E I CERTIFICATE OF INSURANCE TO: CITY OF FORT WORTH Date: September 25, 2013 NAME OF PROJECT: Annual Contract for Emergency Response Services for Environmental Hazards PROJECT NUMBER: ENV 11-01: ERS CONTRACTOR: The Cleaning Guys, LLC Please staple your Accord insurance form to this page. Your insurance form should list the City of Fort Worth as the additionally insured. iteamie CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 10/16/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. Astatement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER PICKARD INSURANCE PO Box 13499 Arlington, TX 76094 INSURED The Cleaning Guys, LLC Erick McCallum dba P.O. Box 171953 Arlington, TX 76003 817461-4897 COVERAGES CERTIFICATE NUMBER: INSURER B: INSURER C INSURER D: INSURER E: INSURER F: GUN IAL: I NAME: ac.."N . am (817) 460-0333 I (a , No): (817) 261-2459 DRESS: dustie@pickardins . com INSURER(S) AFFORDING COVERAGE INSURER A: United specialty Ins. Company Texas Mutual Insurance Co. REVISION NUMBER* NAIC S 12537 22945 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR A B TYPE OF INSURANCE GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY ICLAIMS -MADE I X 1 OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: I POLICY I X' Fa I I LOC AUTOMOBILE LIABILITY ANYAUTO ALLOWNED AUTOS HIRED AUTOS UMBRELLA LIAB EXCESS LIAB SCHEDULED AUTOS NON -OWNED AUTOS OCCUR CLAIMS -MADE 1 DED 1 'RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N I ADDL SUBR INSR VJVD POLICY NUMBER Y Y CCP804023 N/A Y SBP-0001227355 POLICY EFF ' POLICY EXP (MM/DD/YYYY) (MM/DD/YYYY) LIMITS EACH OCCURRENCE UAMAUt IU'WIN ItD PREMISES (Ea occurrence) MED EXP (Any oneperson) 01/18/13 01/18/14 PERSONAL &ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG Pollution COMBINED SINGLEL(M(T - (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) I $ PROPERTY DAMAGE (Per accident) EACH OCCURRENCE AGGREGATE X ITORY LIMITS' ID ER I 08/11/13 08/11/14 E.L EACH ACCIDENT 5,000,000 100,000 5.000 5,000,000 5,000,000 5.000,000 5,000,000 1,000,000 E.L. DISEASE- EA EMPLOYEE 1$ 1,000,000 E.L. DISEASE- POLICY LIMIT 1$ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) NAME OF PROJECT: Annual Contract for Emergency Response Services for Environmental Hazards PROJECT NUMBER:ENV 11-01: ERS The City of Fort Worth has been endorsed as additional insured with respects to the general liability policy. CERTIFICATE HOLDER City of Fort Worth 311 W. 10th St. Fort Worth, TX 76102 i CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WTH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 1988-2010 ACORD CORPORATION. All rights reserved. ACORD25 (2010/05) The ACORD name and logo are registered marks of ACORD VENDOR COMPLIANCE TO STATE LAW The 1985 Session of the Texas Legislature passed House Bill 620 relative to the award of contracts to non-resident bidders. This law provides that, in order to be awarded a contract as low bidder, non-resident bidders (out of state contractors whose corporate offices or principal place of business are outside of the State or Texas) bid projects for construction, improvements, supplies or services in Texas at an amount lower than the lowest Texas resident bidder by the same amount that a Texas resident bidder would be required too underbid a non-resident bidder in order to obtain a comparable contract in the State in which the non-resident's principal place of business is located. The appropriate blanks in Section A must be filled out by all out-of-state or non-resident bidders in order for your bid to meet specifications. The failure of out-of-state or non-resident contractors to do so will automatically disqualify that bidder. Resident bidders must check the box in Section B. A. Non -Resident vendors in required to be the Statute is attached. (give State), our principal place of business, are percent lower than resident bidders by State law. A copy of Non-resident vendors in (give State), our principle place of business, are not required to underbid resident bidders. �/ B. Our principle place of business or corporate office(s) is in the State of Texas. I ✓I Bidder: The Cleaning Guys, LLC #### Address City, Texas 7#### By: (Please Print) Signature 0(11c c Title (Please Print) CONTRACTOR COMPLIANCE WITH WORKERS' COMPENSATION LAW Pursuant to V.T.0 A. Labor Code §406.96 (2000), as amended, Contractor certifies that it provides workers' compensation insurance coverage for all of its employees employed on City of Fort Worth Department of Transportation and Public Works, City of Fort Worth Project No. ENV 11-01 :ERS. CONTRACTOR The Cleaning Guys, LLC By: Name: g 1'1 GiC Meta-11 tt-nn Title: tAit&hr Date: % Oh V / l 3 • STATE OF TEXAS COUNTY OF TARRANT Before me, the undersigned authority, on this day personally appeared Enuc. MtLt1ILun, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of The Cleaning Guys, LLC for the purposes and consideration therein expressed and in the capacity therein stated. Given Under My Hand and Seal of Office this I day of 001tht-f-20 /3 . Notary Public h anfor the State of Texas CHLOE A. BORDEN Notary Public, State of Texas My Commission Expires March 26, 2016