Loading...
HomeMy WebLinkAboutContract 44505 CHY SECRETARY CONTRACT N0a STATE, OF TEXAS § KNOWN AL L BY THESE PRESENTS COUNTY OF TARN CONTRACT FOR '"EST NILE VIRUS CONSULTING AND CONTROL SERVICES This Contract is entered into by and between the City of Fort Worth, a horne--rulle municipality located within Tarrant, Denton, Parker, and Wise Counties Texas (""City'lli), acting through Charles W. Daniels, its duly authorized Assistant City Manager, and PRP Services, I LC dha Municipal Mosquito ("Contractor"), acting through Patrick Prather, its duly authorized President. In consideration 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 he defined as follows; s i sans the City of Fort Forth, Texas, a home rule municipality. Contract Documents, means this contract, the Request for .proposals (RAP), attachments, amendments, and appendices to the RFP, the Contractor's response to the RF , all ancillary documents submitted with the Contractor's response to the RFP, and any contract amendments, change orders, task orders or other documents related to the substance of this contract. Contractor means P"RP Services, LLC d a Municipal Mosquito. 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 "'Asp. There is, no, guarantee by the City of a minimum,um, uantity of work and this is not an exclusive agreement. The City retains the, right to, obtain the products and serv,i'ces from other vendors at Its sole discretion. OFF11CIAL R]D CONTRACT FOR SERVICES MV VECTOR CONSULTING AND COQ tff" Page I of 18 ty FT,WORTH, TX HIS R E C E I'V E D AN — 4 ARTICLE 3,. COMPENSATION Section 1. Fee Schedule. The City shall pay Contractor an amount not to exceed Fifty Thousand Dollars ($5,0,11000) in accordance with the provisions of this Agreement and the Fee Schedule attached as Attachment B which is incorporated for all purposes herein. Contractor shall not perform any additional services for the City not specified by th ins Agreement unless the City requests and approves in writing the additional costs for such services. 'The City shall not be liable for any additional expenses of Contractor not specified by this Agreement uInless. the City first approves such expenses in writing. Invoices shall be plaid according to: State law. Payments shall be made on a Net 30 Days basis from receipt of invoices. Invoices shall be computer generated or typewritten and shall itemize the location of the service provided, an itemized list of materials provided, the labor charge,, the date service provided, the City's blanket purchase order number and release number received for the work. Failure to provide, this information on an invoice may delay the payment process. Invoices shall be submitted to the City of Fort Worth division ordering the goods or services. Invoices must be submitted to the City by the end of the seventh day of the month, after goods or services are provided. The City's, fiscal year ends September 3 1t of each year and vendors must submit invoices for goods or services provided to the City on or before September 30th, by the following October 7th or the City may not be obligated to, pay for the it ms. ARTICLE 4. TERM ""'his term of this contract shall be for a, period of'twelve (12) months beginning from the date of' elxecution by the City Manager or authorized Assistant City Manager and may be extended by subsequent agreement of both parties for three (3) additional twelve month periods for a total of forty-eight (48) months. The contract prices resultant from this solicitation shall prevail for the full duration of the initial twelve month term. For subsequent renewals all conditions, terms,l 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,. CONTRACT FOR SERVICES-WNW"VECTOR'CONSULTING AND CONTROL SERVICES Page 2,of 18 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 shal�l 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,1 its officers,, agents, employees, and subcontractors; and the doctrine of respondent superior has no application as between the City and Contractor. ARTICLE 6. INDEMNIFICATION Section 1. Definitions. In this Article, the following words and phrases shall be defined as follows: Environmental Damages shall mean damages, which are incurred as a result of negligence, an intentional tort, failure to meet the standard of care exercised by companies pro' iding similar services in the state of Texas, or a violation of environmental requirements pertaining to work performed under this contract by the Contractor and/or Subcontractors, and including without limitation: a. Damages (both direct and indirect damages including consequential and punitive damages) for personal injury injury or impairment to uni and death, or property or natural resources; and b. Fees incurred for the services of attorneys,, consultants, contractors, experts, laboratories and other reasonable costs required by any federal, state or local governmental agency or otherwise expended to investigate and remedy the, environmental damages including any consultant's and a,ttorney's fees, costs and expenses, incurred in enforcing this contract or collecting any sums due hereunder. Ens rironmental requirements shall mean all standards and requirements applicable, to the work performed under this agreement or which may become applicable during the term of this agreement), including but not limited to statutes, regulations, rules, plans, authorizations, concessions, franchises, and similar items, 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 relat-ing, to the protection of human health or the environment, including without limitation: CONTRACT FOR SERVICES—WNV VECTOR CONSULTING AND CONTROL SERVICES Page 3 of 18 re a., All requirements, including, but, not limited to, those pertaining to reporti�ng, licensing, emissions, disci,argies,, releases, or th:reatened releases of' hazardous materials, pollutants, contaminants or hazardous or toxic, substances, materials, or wastes whether solid, liquid,, or gaseous, in nature,, intiothie air, surfarc ewater, groundwater, stormwater, or lanid, or relating to the manufacture, processing, distributiony u�sle, treatment stoirag�e, dispo sal j transport,, or handling of pollutants, contarninants, or hazardous or toxic substances,l materials, or wastes, w,hetheir solid, liqlu�id, oir gaseous in nature; and b. All stagy dlard�s, and requilremtints plertaining, to the protection of the enviroin rat and the health and safety of'empiloyees or the public. Section General Indemnification. CONTRACTOR SHALL INDEMNIFY,1 HOLD HARMLESS, RELEASE, REI RSE, AND DEFENDTHE C,ITY, ITS OFFICERS, AGENTS,, AND EMPLOYEES, A,GAI T ANY AND ALL CLAIMS, ACTIONS, SUITS, DEMANDS, PRE,EDIN�GS, COSTS, DAMAGES, AND LIABILITIES, INCLUDING ATTORNEYS FEES AND COSTS OF INVESTIGATION AND LITIGATION ARISING OUT OF OR RESULTING FROM ANY ACTS OR OMISSIONS OF CONTRACTOR,, ITS AGENTS,, EMPLOYEES, SUBCONTRACTORS1,1 VENDORS, AND SUPPLIERS, IN THE EXECUTION OR PERFORMANCE OF THIS CONTRACT. THIS INDEMNIFICATION INCLUDES BUT IS NOT LIMITED TO THE FOLLOWING: a. SOLE OR JOINT NEGLIGENCE b. ANY INTENTIONAL TORT, FRAUD,, MALACE, MALFEASANCE, OR CRIME c. VIOLATION OF' A LAW OR REGULATION d. BREACH OF ANY DUTY TRIGGERING, STRICT LIABILITY e. THE INFRINGEMENT OF ANY TANGIBLE, INTANGIBLE, OR INTELLECTUAL PROPERTY INTEREST f. FAILURE, TO PAY A DEBT INCURRED PARTIALLY OR WHOLLY IN PERFORMANCE OF THIS CONTRACT 9. ANY' CLAIM FOR, DAMAGE TO A PERSON'S REAL OR PERSONAL, PROPERTY INTEREST OR PERSONAL INJURY,, A,ND/OR DEATH,,. CONTRACT FOR SERVICES—WNV VECTOR,CONSULTING AND CONTROL SERVICES Page 4 of 18 m FOR THE PURPOSES OF THIS ARTICLE, DAMAGES SHALL BE CONSTRUED BROADLY TO INCLUDE CURRENT AND FUTURE DAMAGES, AND DIRECT AN INDIRECT DAMAGES SUCH AS PUNATIVE, EXEMPLARY,1 AND CONSEQUENTIAL DAMAGES. Section, '. Environmental Indemnification. CONTRACTOR DOES HEREBY RELEASE, INDEMNIFY, DE END, REIMBURSE, AND MOLD HARMLESS THE CITY,, ITS OFFICERS,ICERS, AGENTS, AND, EMPLOYEE, AGAINST" ANY' AND ALL ENVIRONMENTAL DAMAGES AND THE VIOLATION, OF ANY AND ALL ENVIRONMENTAL REQUIREMENTS RESULTING FROM CONTRACTOR'S OPERATIONS UNDER THIS AGREEMENT WHEN SUCH; ENVIRONMENTAL DAMAGES OR VIOLATION OF ENVIRONMENTAL REQUIREMENTS ARE CAUSE BY THE ACT OR, OMISSION, OF CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, OR CON'TRACT'ORS, OR THE JOINT ACT OR OMISSION OF CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, OR CONTRACTORS AND ANY OTHER PERSON OR ENTITY ARID WHICH ARE DIRECTLY RELATED T EITHER i NEGLIGENCE; (ii') INTENTIONAL AL OR WILLFUL MISCONDUCT;T (iii) RELATED TO A VIOLATION OF A LAW, REGULATION, PERMIT; i A EACH OF A DUTY OF CAFE OR PROFESSIONAL STANDARD. Section 4. The obligations of the Contractor under this Arl:isle shall include, but not be limited to, the burden and expense of defending; all' claims, suits and administrative proceedings (with, counsel reasonably ly approved by the City), even if such la'�ilms, 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, penalties or other sums due against such inde nified persons. Upon learning of a claim, lawsuit, or other liahillit which Contractor is required hereunder to indemnify, Cite shall provide Contractor with reasonable timely notice f same. All Contractors under this contract agree that they assuime joint and several liability for any claim by the City or for a third party claim against the Cite for general or. environmental damages caused by any of the Contractors herein. The obligations of the Contractor under this Article shall survive the expiration or terminaticn of this Agreement, and the discharge, of all other obligations dyed by the parties to each other hereunder. CONTRACT FOR SERVICES—WN'V VECTOR CONSULTING AND CONTROL SERVICES Page 5 of 18 ARTICLE 7. INSURANCE The Contractor certifies it has, at a minimum, current insurance coverage as detained 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. Professional Liability Insurance $1,000,000 each occurrence; $1,000,000 aggregate 3. Automobile Liability Insurance Coverage on vehicles involved in the work performed, under this contract.- $1,00 ,000 per accident on a combined single limit basis or: $500,000 bodily injury each person; $1, 0 bodily injury each accident; and $250,000 property damage 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. 4. Worker's Compensation Coverage A. statutory limits Coverage B: $1001,000 each accident $500,000 disease -policy limit $100,000 disease -each employee 5. Environmental Impairment Liability (EIL) and/or Pollution Liability I i $41,010:0,000 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 materials collected under the, contract shall be included, under the Autornobile Liability insurance or other policy(s). CONTRACT FOR SERVICES—WNV V6CTOR CONSULTING AND CONTROL SERVICES Page,6 of 18 -"ficates, of Insurance evidencing that the Contractor has obtained: all required M uerTi 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, off icers,, off iclials, 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 (1:0) days notice shall be acceptable in the event of non-payment of prernium,. Such terms shall be, endorsed onto Contractor's insurance polici es. Notice shall be sent to Department of Risk Management, City of Fort Worthy 1000 Thirockmorton Street, Fort Worth, Texas 76102". 6. 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 ins terms, of their financial strength and solvency. 7'. Deductible Ii pits, or self-insured retentions, affecting insurance required herein shall be acre' table to the City in its sole discretion; and, in lieu of traditional insurance, any alternative coverage ma,intaine 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. 8. Applicable policies shall each be, endorsed with a waiver of subrogation in favor of'the City as respects the Contract. 9. The City shall be entitled, upon its request and without incurring expense, to re iew the Contractor's, insurance policies including endorsements thereto and, at the City s, discretion; the Contractor may be required to provide proof of insurance, pirem,iu,m, payments. 10. The Commercial General Liability insurance policy shall have no exclusions, by endorsements unless the City approves such exc,lusioins., 11 The City shall not be resip'oinsible 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. CONTRACT FOR SERVICES-W VECTOR'CONSULTING AND CONTROL SERVICES Page 7 of 18 12. All insurance required above shall be written on an occurrence basis in order to be approved by the City. 13. 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 i maiint,ain insurance coverage, Contractor shall' provide; City with documentation thereof on a certificate of insurance. Notwithstanding anything to the contrary contained hereint in the event a subcointractlor's insurance coverage is canceled or terminated, such cancellation or termination shall not constitute a breach by Contractor of the contract. ARTICLE, 8. 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 ll services, under this Contract in a sa,.,., efficient and lawful manner using industry, accepted practices, and in full compliance with all applicable state and federal laws governing its act,ivities, and is under, no restraint or order which would prohibit performance of services under this Contract. ARTICLE 9. DEFAULT AND TERMINATION A. Contractor shall not be deemed to be in default because of any failure to perform in atimely mariner uinder this contract, if the failure arises from acts of God, acts of the public enemy, fires, epidemics, quarantine restrictions, labor strikes, freight embargoes, and unusually severe weather,,, except however that Contractor shall take gill 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 contractfrorn 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 the failure to perform is caused by the failure of a subcontractor of Contractor's to perform, and if such failure was beyond the control of of the Contractor and the subcontract r, without their fault or negligence, Contractor shall not be deemed to be in default unless, the subcontracted supplies or services were reasonably obtainable from other sources. CONTRACT FOR SERVICES—WNV VECT08 CONSULTING AND CONTROL SERVICES Page 8 of 18 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. D. Alternatively, if at any time, during the term of this contract the work of Contractor fails to meet the specifi cations of the contract documents, City may notify Contractor of the deficiency in writing. Fa, iluire 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. E. 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. F. The remedies provided for herein are in addition to any other remedies available to, City elsewhere in this contract. ARTICLE 10. 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 shalil 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 its necessary for the provision of services under this contract. CONTRACT FOR SERVICES—WNV VECTOR CONSULTING AND,CONTROL SERVICES Page 9 of 18 ARTICLE 11. i 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 compily with all orders,, laws ordinances and regulations which may exist or, may be enacted later by governing bodies having jurisdiction or authority for such enactment. Contractor represents itself as, knowledgeable and possessing expertise in the regulatory compliance issues related to its industry, and 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 SUC ' O,RDE,R, LAW, ORDINANCE, OR REGULATION, WHETHER IT BE BY ITSELF OR ITS EMPLOYEES. ARTICLE 12. MODIFICATION No arnendment or mod'ification of this Contract,shoal! be bl"nding on the Contractor or the City unless set out writing and signed by both part*1es. No amendment or modifi cation 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, r egiulatli ns, and ordinances. ARTICLE 131. 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 explir tioln of three (3) years after -final payment under the subcontract, have access to papers and records of such subcontractor involving transactions relating tothe subcontract. The term "subcontract" as used herein includes purchase orders. CONTRACT FOR SERVICES-WNV VECTOR CONSULTING AND CONTROL SERVICES' Page 1 0 of 18 ARTICLE 14., BUSINESSS DIVERSITY ENTERPRISE ,(BDE) PARTICIPATION In accordance with the City's Business Diversity Enterprise (BDE) Ordinance No. 20020-12-2011, as related to non-Architectural and non-Engineering Professional Services,, the City has established goals for the participation of Mli�nority Business, Enterprises (MBEs) in City contracts. Unless a waiver of M/CBE goals has been authorized the City, Contractor hereby acknowledges the M/SBE goals established in the Contract Documents for this project and affirms its contractually enforceable agreement to achieve those gioals,., 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 as set forth in Ordinance No. 20020-12-2011. ARTICLE 15. NON-DISCRIMINATION During the performance of this contract Contractor shall not discriminate in its employment practices, and sh�al,l comply with all applicable provisions of Chapter 11 71 i Article III of the Code of the City of Fort Worth. : Contractor agrees: not to discriminate against any employee or applicant for en,-iployment because, of because of age, race,, color, religion, sex, disability, national oir,igin, 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 1 training, and selection for training or any other terms, conditions, or privileges of employment, Contractor agrees to, post in conspilcuous places,: available to employees and applicants for empiloyment, 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. Nolt,i�c,e,si, 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. ARTICLE 16., GOVERNING LAW' The City and Contractor agree that the validity and construction of this contract shall be i governed by the laws of the State of Texas, except where preempted, by federal law. CONTRACT FOR SERVICES—MV VECTOR CONSULTING AND CONTROL SERVICES Page I I of 18 ARTICLE 17. SEVERABILITY The provisions of this contract are severable; and if for any reason any one or more of the provisions contained her+ in are held to be inva-lid, illegal or unenforceable in any respect, the invalidity, illegality or uneinforceability 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 18. 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 and 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 rig nit 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 biolund. ARTICLE 19. 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 shial�l 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, 20. NOTICES Any notices, bills,i invoices or reports required by this contract, shall be sufficient if sent by the parties in the United States mait, postage paid,, to the address noted below: If to the City: Scott Hanlan, Assistant Director Code Compliance Department City of Fort Worth, I O0,0 Thiro:ckmOrton Fort Worthl Texas 76102-6311 CONTRACT FOR SERVICES--W V VECTOR CONSULTING AND CONTROL SERVICES Page 12 of 18' If to the Contractor,: Patrick Prather, President Municipal Mosquito PO Box 2726 Burleson, Texas 76,C 7 ARTICLE 21. 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 seirvicels. Failure of the Contractor to obtain the City's written acceptance of any and all of the Contrac,tor"s subcontractors used in the performance of this agreement shall be grounds, for automatic termination. In addition, Contractor acknowl'edges 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 2,2,. 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. ARTICLE 23. 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 thi�s 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. CONTRACT FOR SERVICES—W VECTOR CONSULTING AND CONTROL SERVICES Page 13 of 1 8 ARTICLE 2 . 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 25. AUTHORITY AND EXECUTION By signing this contract Contractor warrants that it has had the opportunity 1) to exams i,ne 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 offer 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 contr of including terms that may vary from those of any Invitation to Bid, offer, or piroposal�., 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 SERVICES—WNV VECTOR CONSULTING AND CONTROL SERVICES Page 1 14 of 18 ATTACHM'ENT'A SCOPE OF WORK. A. Consulting — (on an as needed basis only) Contractor will assist city staff during town hall, public, city council,, and similar public education and outreach melletings. B. Mosquito Surveillance — (on an as needed, basis only) Contractor, will identify and conduct adult mosquito surveillance. The City has other partners that will be condluctiln�g it this service. C. Larvici'ding —1 Contractor will treat, identified mosquito larva habitats with federally and state approved larvicide miat,eria,lis (I.e. Biological and Insect Growth Regulator I (IGR) biased 1larvacides as well as Food Grade larvaci'de oils). D. Adulti,ciding — Contractor mill utilize, the right apipilicatioln, methodology to control the spread of' West Nile Virus (WN'V) and the mosquito population in high risk areas (i.e. areas with WNV positive mosquito pools) of Fort Worth. Contractor must be, ready to conduct mosquito adul,ticiding mission within 48 hours of notification from it repiresentative or,sooner if an urgent Pubilic Health response: arises. 4 1. Targeted ground spraying — Contractor will use general ultra-low-volume (ULV) fogging technique to, effectively control mosquitoes and the spread of WNV. The material of choice will be a water-based insecticide that offers a very low toxicity; low odor, rapid biodegradation, and first-gate mosquito morta,lity. Materials, that fit this specification will be applied using an ULV technique and in strict coin pliah ce with all U.S. EPA, Texas Department of Agriculture and Department of'State Health Services Regiullati,ons. Iii., Contractor will have the equipment and ability to, conduct the following type of' application during targeted ground spraying mission's.- 1. Backpack Ultra Low Volume or Mist 2. UTV Fogging 3. Truck Mounted Fogging E. Reporting — Contractor will provide written documentation of all services provided to City of Fort Worth to, include "Invoices of services showing the description of such services and associated costs. F Contractor will have the personnel and equipment, capacity to conduct multiple spray missions in different parts of the City simultaneously. CONTRACT FOR SERVICES—WNV VECTOR CONSULTING AN CONTROL SERVICES Page 95 of 18 G Contractor will have all required licenses in the State of Texas, to carry out l,arviciding and adulticiding missi'ons in the City; 1.e. Texas, Department of Agriculture Licensed Structural pesticide applicator. Entomologists or Board Certified Entomologists is preferred, but not required. The remainder of this page is left intentionally blank CONTRACT FOR SERVICES-WNV VECTOR CONSULTING AND CONTROL SERVICES Page 16 of 18 ATTACHMENTB FEE SCHEDULE The City shall pay Contractor an amount not to exceed Fifty Thousand Dollars ($50,000) in accordance with the provisions of this Agreement and this, Fee Schedule.- Servi"ce Unit UnIft Cost Estimated Cost Quantibes Coins Iti ng/Retai ine r Flat rate' $1500.00 $,10500.00 Mosquito Surveillance Per trap, $95.00 $95.00 - Trap Mosquito Surveillance Per test $50.00 1 $1, 0.00 Jest Pool Larviciding Per hour $190.00 10 $111900.00 Adulticiding - Truck Per linear mile $46.00 345 $150 70.00 ULV Adulticiding -UTV Per h f linear $1 0-00 60 $101800.00 Mounted UL V mile Annual Estimated Total: $30$215.00il 1. The consuliting/retainer fee is a fixed rate price for all consulting during the annual contract term. The remainder of this page is, left intentionally blank CONTRACT FOR SERVICES-WNV VECTOR CONSULTING AND CONTROL SERVICES Page 17 of 18 SIGNATURE PAGE CONTRACT FOR WEST NILE VIRUS CONSULTING AND CONTROL SERVICES IN WITNESS THEREOF, the partles have executed thi's contract in triplicate in Fort, Worth,, Texas, on the dates written, below. CITY OF FOIST WORTH PRP SERVICES, DBA MUNICIP M U 0 BY. Cha es Daniels at k Prathe--T­"-- Assistant City Manager President Dated: 05. 3 RECD OMMENDS DI: o Scott Hanlan Assistant Director Code Compliance Department Witness APPROVED AS TO FORM AND LEGALITY.- SEAL. Arthur N. Bash or Assistant City Attorney ATTEST: 00 064 id, 0 z 00 )Q0 000t ry ()J. Kayse City Secretaryv CONTRACT FOR SERVICES-WNV VECTOR CONSULTING AND CONTROL SERVICES OFIMALORIECORD CITY SECRETARY FTm WORTH,TX ..........