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HomeMy WebLinkAboutContract 45198 O' RAC NO. STATE F TEXAS KNOWN ALL BY THESE PRESENTS COUNTY OF TARRAI CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS This Contract is entered into by and between the City of Fort 'Forth, a home-rule municipality located within Tarrant,, Denton, Parker, and Wise Counties, Texas ("City"), aching through Fern:a,ndo Costa, its duly authorized Assistant City M nager, and The Cleaning Guys, LL C ("Contractor"), acting through Erich 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 followiinq words and phrases shall he defined as follows, Contract Documents means this contract, the Invitation to Bid (ITB) or Request for Proposals (RFP), attachments, amendments, and appendices to the IT B or RFP, the Contractor's response to the, ITB or RFP all ancillary documents submitted with the Contractor's response to the ITB, or RF , 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 TP 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 Dour means that within one hour after notification and authorization tion for action by City, Contractor shall be at the work site with sufficient personnel, materials,1 Fund equipment necessary to effectuate an adequate response. The adequacy of the response shell he determined in the sole reasonable Judgment of the City. Responsible F" 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 EMERGENCE'RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS o The C PM&AL R leaning ECORD AL RE]RD Co CITYSECRETARY R E C E I V E IRW—MORMI—M7111111111"'aw........... v r wr i N FTs WORTfl, *rX 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 cost's as specified in this contract. Contractor shall be compensated in accordance with, the Fee Schedule shown in Attachment "B,". Payment shall be considered full compensatlion for all labor, materials, supplies, and equipment necessary to co,m:p:liete the services described in Attachment "K., The total fee plaid by the City shall not exceed a total of twenty four thousand, nine hundred n I nety nine dollars ($24,999-00L. and the City will not be liable for a0l Contractor foe or other rem:uneration 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;1 internal supplies and services provided; and external sui ppliies and services provided. CONTRACT FOR EMERGENCE'RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS Page 2 of 21 The Cleaning Guys, LL.0 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 invo,icle 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-excee,d 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. TM This term of this, contract shall be for a period of twelve (1 2) 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, some 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 2,1 The Cleaning Guys,LLC 1. "Environmental Damages" shall can all damages, losses, diminished values, clialms, judgments, penalties, fines, liabilitiles,: 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, punitivel 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 f regoingi ich are incurred as a result the Contractor's work, or due to negligence, or arising from a violation of any Environmental Requirelm nits,,, or arising from strict liability, or an intentional tort, and whether any of the foregoing are attributable to the Contractor, a Subcontractor, a vendoir, 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, engiin�eers,, contractors, experts, laboratories, and investigators related to any studies, cleanup, remediatiion, 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 I federal, state, or local government for violations ofenvironmental laws, permits, standards, or regulations. 2. Enviroin mental Requirements" shall can the allowable or permissible levels, concentrations, or amounts of materials; all applicable present and future statutes, regulations, rules, permits,, plan�si, 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 RESPONSESER VICES FOR ENVIRONMENTAL HAZARDS Page 4 of 21 The Cleaning Guys, ,LLB` a. All requirements, including, but not li'm�ited to those pertaining to reporting, licensing, permittingl facilities, sites, operations,1 emissions, discharges,l releases,, or threatened releases of wastes, substances, materials, pollutants, contaminants, hazardous wastes, petroleum products, toxic substances,1 material�s,, or other any other regulated or harmful substances whether solid, liquid, or gaseous into the air, surface water, grouiridwater, st,ormwater, or land,, or relating to the manufacture, processing, distribution, use, treatment,1 storage, disposal, transport, or handling of elementsy 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, ernissions, discharges, releases, or threatened releases of radioactive materials or radiation or el�ectrolmagnetic fields. I c. All requirements pertaining to the protection of the environment, natural resources,1 the heialith: and safety of employees or the public; and d. Citizen suits authorized by any federal or state law; and I el. 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,1 THAT ARE RELATED TO ANY ENVIRONMENTAL REQUIREMENTS AS DEFINED HEREIN, INCLUDING ANY ACTS, OMISSIONS, LIABILITIES (INCLUDING STRICT LIABILITY), CLAIMS, SU ITS, DEMANDS, OR CAUSES OF ACTION AND 2) VIOLATIONS, ALLEGED VIOLATIONS, SUITS, OR CLAIMS RELATED, TO ANY ENVIRONMENTAL, REQUIREMENTSAS 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 1 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, PLC u m ACTION THAT ARISE FROM THE CONTRACTOR'S,'S PERATIONS UNDER THIS AGREEMENT WHEN SUCH ARE CAUSED BY ANY ACT OR O II SIGN OF CONTRACTOR, ITS OFFICERS, AGENT'S, EMPLOYEES, OR SUBCONTRACTORS, SUCCESSORS, OR ASSIGNS AND WHETHER ARISING FROM NEGLIGENCE, INT'ENTION'AL 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 lei nited to, the burden and expense, of' reimbursing the City for all fees and costs for defen'ding defending all claims, suits, and administrati�° e 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 w'hlioh 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 terminations 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 thin Contract,. Prior to commencing work, the Contractor shall deliver to City, certificates doiournenting this coverage. The City may elect to, have the Contractor submit its entire policy for inspection., A. Insurance coverage and limits: 1. Commercial Gene�ral Liability Insurance $1,01 � :,x00 each loccurrence; $2,000,,000 aggregate 2. Automobile Liability Insurance Coverage on vehicles involved in the work performed under this contract: 1 �000,0100 Per accident on a combined single limit basis o m. $5001,000 bodily each person; $1,000,000 bodily in�u�ry each accident; and $250,000 property damage CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS Page 6 of 21' The Cleaning Guy . C 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: $10:0,000 each accident $500,000 disease, -policy limit $100,000 disease -each enAiployee I 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 polio y(s). Liability for damage occurring while loading, unloading and transporting materials 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 requ:ired, insurance documentation shall not constitute a waiver of the insurance requirements,. 4 A minimum of th�irty (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,. Notlicle shall be sent to Department of Risk Management, City of Fort Worth, 1000 Throckmoirton Street,, Fort Worth, Texas, 7'6102. 51. Insurers for all policies must be authorized to do business ins the state of'Texas or be otherwise appiroveld 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'oIf 21 The Cleaning Guys, LLC 6. Deductible limits,, or self-insured retentions, affecting insurance required herein shall be acceptable to the City in its sale 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 olf the City as iresp ects the Contract. 8. The City shall be entitled, upon its request and without incurring expense, to review the C,olntractlor's, insurance policies including endorsements thereto and, at the City 11 s, discretion; the Contractor may be required to provide proof of insurance premium payments. 9. The Commercial General Liability i�n aura nce 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 insu'ran;ce cost is an allowabile component of Contractor's overhead. 11.All 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 reasoinabily equivalent insurance coverage as required for the Contractor. When subcontractors maintain insurance coverage, Contractor shall provlide 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 blond if the contract is in excess of $251,10001,1 and a performance bond if the, contract is in excess of $100,00l0. The payment bend 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 mateiri�al; 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 or 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, LL 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 s,h�all 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 m�ust meet all requirements of Article 7.19-1 of the Texas Insurance, Code. AlLl boinds furnished h�ereu�n�der shall meet the requirements olf' Chapter 2253 of the Texas ! Governm nt e Code as amended., Ins addition, the surety must (1) hold a certificate of aulthority -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, reinsura,nce for any liability in excess of $100,000 from a reinsurer that is authorized and adm�itte�d 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 s,u�rety 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 whii'ch are interested in a,ny 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 u�n�d e th�is 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 pirohibit performance of services under their 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 man�ner under this contract if the failure arises from acts of God, acts of the public en�emy, fires, epidemics, quarantine restr,ictionsi, 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 anti c,ipated by this contract from another Contractor at its solle 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 rig g�ht to take, charge of a,nd colmplete the work in such a manner as it may deem appropriate. If City exceeds the costs detailed in the attached documents, City may d liver to Contractor a written itemized statement of the total excess costs, and Contractor shall reilmbuirse City for such excess costs without delay. C. Alternatively, if at any time during the term of this contract the work ofContraictor 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 ter minp ate 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., E. 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 wcurrants 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 sulbconitraictoir sha�lil have and maintain all of the currenty 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 authority 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 officersl 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 Eby 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 ame nd mein�t or modification shall be binding upon the City unless signed by the City Manager or an As,s,istlant, City Manager of the City of Fort Worth. Any changes to: the scope of work or compensation m�ust be in the form of a writteny formal, authorilzed modification of this contract that is ins 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 blinding 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 upon reliance or estoppel as a result of acting or not anti gi ue, 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 wolrk performed based upon an alleged oral change to a aterial: term of this contract from the City, its employees, or agents. ARTICLE 14. RIGHT TO AUDIT City and Contractor agues that, until the expiration of three (3) years after the final payment under this Contract,1 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,l until the expiration of three (3) years, after final payment under the CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS Page I l'of 21 The Cleaning Guys,, LLC subcontract, have access to papers and records, of' such subcontractor invol,ving transactions relating to, the subcontract. The term "'subcontract" as used herelin includes purchase orders. ARTICLE 15., MINORITY AND WOMAN BUSINESS ENTERPRISE (MNVBE) IRTICIPATION In accordance with City Ordinance No. 15530, the City has goals for the participation of "MNVBE") C minority business enterprises and woman business enterprises in it contracts. Consultant acknowledges the MNVBE goal: estab fish ed for this Agreement and its commitment to meet that goa,l., Any misrepresentation of facts (other than a negligent misrepresent tin and/or the commission of fraud by the Consultant may r s in the termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. ARTICLE 16., NON-DISCRIMINATION During the performance of th,is contract, Contractor shall not discriminate, in its employment practices and shall comply with all applicable provisions of Chapter 17', Article I I I of the Code of the City of Fort Wort1 . Contractor agrees not to discriminate against any employee or applicant for em pilot'ment beca:u:se of because of age, race, color, religion, sex, disability, national origin, sexual oriienit'atioln, transgiender, gender identity or gender expres,sion in any manner involving empil ym�en�t, including the recruitment of applicants for employment, adveftising, hiring, layoff, recall, termination of ler-riployment, promotion, demotion, transfer, compensation, employment classificationy training and selection for training or any other terms, conditions or privileges ofem ploy ment. Contractor agrees to post in conspicuous places, available to employees and apipli cants, 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, a rti�s,ements, and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the req�ui,rem,ents of this section. CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS Page 1'2 of 21 The Cleaning Guys, LLC ArRTICLE 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,1 illegality or unenforcleability shall not affect any other provision of this contract and this contract shall remilain in effect and be construed as if the invalid, illegal or unenforceable provision had never been contained in the contract,. ARTICLE 19, RIGHT'S AND REMEDIES NOT WAIVED In no event shall the making by the City of any payment to Contractor constitute or be, cons-trued 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 availabile to the City with respect, to such breach: or default. Any waiver by either party of any provision or conditi'on 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 Ifany action, whether areal or asserted, at law or iin equity, arises on the basis of any provision of this Agreelm�en�t, 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. N01-ICES 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: Michael A. Gana, Assistant Director Transportation and Public Works Department C,ity of' Fo t Worth 1 000 'Throckmorton Fort Worth, Texas 76102-6311 If'to the Contractor: Erick D. McCallurn The Clean iing Guys, LLC PO Box 171953 Arlington, TX 7600�3 ARTICLE 2,2. ASSIGNMENT The City and Con-tractor bind themselves and any successors and assigns, to this contract. Contractor shall not assign, sublet, or transfer pits interest in this contract wilthout 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 rigihts, or benefits hereunder to anyone other than the City and Contractor. If Contractor desires to subcontract any service(s) to be performed under this cointract, Contractor agrees to obtain the City's written acceptance of such subcontractor(s) before allowing any sub contrast or(s) to perform designated service or s,e,rvices. 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,1 Contractor acknowledges that City may, at City's own discretion, perform on-site audits of all proposed subcontractors' facilities in order to deteirm�i e 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 solelly 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 2,4. CONTRACT CONSTRUCTION The parties, acknowledge that each party and, if' it so chooses,, its, counsel have rev,ieweld 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 con-tract, documents and any other documents incorporated by reference herein are blin:diing 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 f'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, ands 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 Bild 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 Con-tractor., The remainder of this page is left, intentionally blank CONTRACT FOR EMERGENC Y RESPONSE SERVICES FOR EN VIRO,NMEN TAL HAZARDS Page 15 of 21 The Cleaning Guys,LLC ATTAC H M E NT 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 responsibilit -. w 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 jud�gment. m If requested by the City, collect aamu plea and have analytical testing performed to assist in the characterization and profiling of waste for disposal. ill analytical, testing shall be performed, at a Laboratory designated by the City. a Negotiate approval with the City for profiled waste and make arrangements for disposal if the waste is Class II Non-Hazardous Waste. w If the waste is either Hazardous or Class I N'on-Hazardiolu�s Waste, the Provider shall contact the City to make arrangements for disposal through the hazardous waste disposal company under separate contract with -tile City. n 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. n Provide on-sitel remediation of wastes as requested (such as bio-remedialtion). w 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 bads. 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 (51), 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 Dl*sposal Documentation Contractor shall further provide City with fully executed copies of Waste Manifests, within 30 calendar days of waste shipments. No payment shall become d1lue and payable until all, pertinent Waste Manifests have been delivered to the City. Contractor 1 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 loca,l, licenses and permits to perform the work described in the Contract Documents. In addition, Contractors agrees to require any ol,Ic 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 re�pres,entat,ive 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 businiess 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 ands secure ingress and egress to emergency response s,ite�s. 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 s,iltel., 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 eveint, 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., CONTRA C T 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 mianner. In such, event, Contract shall immediate,ly turn control of in-use con tai n�me,nt or sorb�ent 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, L ATT' EMIT B COMPENSATION Compensation shall be in aiccordance with the compensation schedui le below with a total annual amount not to exceed $24,999. The labor pdices therein are per hour are for services pro vii d'ed between the hours of' 7-010 AM and 5:00 1PM1 Central Standard T'ii me (or Central Daylight Timel as applicable) and shall be considered the base, compensation rate. Services, provided between 5:0101 PM and, 7.-00 AM shall be considered after-hours and will be compensated at 1.5 times the base compensation rate. LABOR TYPE PRI,C,E/ HOUR Manager Project ,..,,—,$135/hr Su.pervisor Health/Sat r L--su.plervisor Site SafeN $60/hr Site Safe, er Site SafeN I $16101/hr tY offi�c Scientist Chemist $80/hr Scientist Biologist $80/hr Clerical $17/hr �PP,E Type Price/ Unit Boots Aciid Resistant �$90/1 pa,ir Gloves, -Latex .75 it Gloves, Leather $6.25/pair Gloves Nitril,e $4.010/pair Level "A" Suit Kappl�er Responder $940/ea,. Level"B" Suit Kiappler CPF IV $220/e w. Level "B" S,ui�t Kappler CPF' III $9 'ea* Level 14U Suit CPF2,-,Tape ',;earn $,80/'ea. Level, "C" Suit CPF2- Sewn Seam $40/ea. ek Suit Coveralls $111/ea. Mate ri*als Type PHIce,/ Unit, Absorbent _L_19ili l Boom 3 x 4' $617 pe r, box r ben H Plad 15 x 20 $7'1 �per box Abso Absorbent Vermiculite 16 Li blag $315.,00 Wipes, 12"X 12" Roll $40.00 Sodj,urn ochlorite Gallon $71 gallon Spill Control/Bio emediation Gallon - 5 Bin Bugs Products $159.00 ------------- Deco a Ilia Brush $10.00 Decon Supplies Pails $210.001 co Supplies, Pools, 4X4 $220.00 Pump 2" Diaphram $30:0/day Pump 3" Di rarn $1250/cl�y CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS Page 19 of 21 The Cleaning Guys, L Containers Tly' p e Price/ Unit Drum Poly salvage 30 gal w/ lid $65.00/ea- Drum Steel salvage 30 gal $,7 ea., Dru�m 55-,g"al DRF $45.00/ea., Drum 55-gal DRM $40.00/ea. Roll of 1 0-Yd 3 $15. er day Roll off 20 Yd3 $115.00 per day Liner for Ro;l,l of $45.00 ea.. Mon"Itor Equipment ..-Type Price/ Unit PI $1501 day Multiple Gas, Detector 4 Gay Meter $1 Ol/day pH Meter $351 day Mobile Equipment Type Price/ Unit Trailer Haz-Mat $7' 01+ Vacuum Truck 16 ft. $115/ hir Bobcat Case 1845 $455/des Backhoe/ Loader 1 7 JCB 2105 $63,0/day Material Tlyt, Price/ Unit Compressor Small Air $100 a Generator 5 KW $10a 'The, rein aiin dier of this page is left intentionally blank CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENVIRONMENTAL HAZARDS Page 20 of 21 The Cleaning Guys, LLC 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 CONTRACTOR The Cleaning Guys, LLC BY: BY. Fernando Costa Eri'ck, Di. McCallum r Assistant City Manage, President Dated REC MM,E,NDE Mvichaell Gan �e Assistant DI c / to PW Witness t�� I APPROVED AS TO FORM AND LEGALITY: I CORPORATE SEAL: Arthur N. Basher Assistant City Attorney 04 ATTEST, 004D 01 jjm a:ry Kayse OR City Secret, w 4?kj%0 00 CONTRACT FOR EMERGENCY RESPONSE SERVICES FOR ENV IRONMENTAL HAZARDS 01"MAiMECORD The Clealning Guys, LLC CITY SECRETARY FTe WORTH, TX CERTIFICATE OF INSURANCE TO: CITY OF' F RT WORTH Date: September 25 3 NAME OF PROJECT: Annual Contract for Emergenqf Resp ns,e Services for Environmental Hazards PROJECT NUMBER: ENV 1,1-01: ERS 0 1 CONTRACTOR.- The Cleaning Guys, LLC Pleas,e staple your Accord insurance form to this page. Your'insurance form should' list the City of Fo i rt Worth as the additionally ins gyred. Alk DATE(MMJDD/YY" CERTIFICATE O LIABILITY I 10/16/2013 THIS CERTIFICATE" IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE,ATE ES NOT AFFIRMATIVELY EL"Y OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE VEII AGE AFFORDEI BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DEB NOT CONSTITUTE A CONTRACT T BETW"VEEN THE ISSUING INSURER(S), AUTHORIZED IREPRESENT'ATI'"VE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADD171ONAL INSURED,, the poIicy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: C PRONE FAX�'; S�" Nc Est: �' 3 PO Box 13499 AI DRE . �dust.'e @pic�kar na.com Arlington, 76 INSURER(S) AEI`+LNFtDIIV+G COVERAGE NAN+C INSURER A United t Specialty Ins., Company 12537 INSURED The, Cleaning a air LLC _INBUiRER B. Texas Mutual Insurance Co. 2 945 Erick McCall a INSURER,C, P.O. BOX 171953 INSURER D. Arlington, TX 76003 INSURER E. 817461,-4897 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 TERM'S, EXCLUSIONS AND CONDITIONS CF' SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CL-AIMS. IN SR A06 � R TYPE OF INSURANCE, POLICY NUMBER ( ID8� (MM/DU/YYY" LIMITS [--1 GENERAL LIABILITY EACH OCCURRENCE x COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) 100, 00 CLAIMS-MADE OCCUR MED E P(Any cnelerson) , y Y C P8 ' 23 ! 1 18/13 011/18/14 PERSONAL&ADV INJURY $ 5 1-111- ..mm GENERAL AGGREGATE s 5,0001000 GEN'L AGGREGATE LIMIT APPLIES PER; PRODUCTS -CO14 PIOP AI .5,,0 POLICY PRO_ LOC Pollution $ 510001000 AUTOMOBILE LIABILITY Ea dent ANYAUTC BODILY INJURY(Per person) ALL OWNED SCHEDULED BODILY INJURY (Per accident) AUTOS AUTOS NON-OWNED, PROPERTY DAMAGE HIRED AUTOS AUTOS (Per cleat) UMBRELLA LIAR OCCUR EACH OCCURRENCE EXCESS LIAR CLAIMS-MADE AGGREGATE DED J RETENTION MRKERS COMPENSATION T :I 4I JOTH- AND,EMPLOYERS!LIABI LITY YIN ������ ��� ��� ANY RCPRII � ECJI TNdE S P V 0'01227355 �L.FA��ACN��NT 1,000,0100 r NCE B�N EXCLUDED? N IA y �' E.L.DISEASE-EA EMPLOYEE $ (I!��ru�'�ut+�ry fn NH) ir000r000 If yes,describe under �... DESCRIPTION OF OPERATIONS below E. SEASE-POLICY LILT DESCRIPTION OFF'OPERATIONS/LOCATIONS VEHICLES(Attach ACORD 101,Additional Remarks Schedule„if mare space is required) NAM OF PROJECT,,, Annual Contract for Emergency Response Services for Environmental Hazards PROJECT N R 11 .01 The City of Fort Worth has been endorsed as additional insured with respects is tc the general CERTIFICATE HOLDER CANCELLATION City Of Fort Worth SHOULD ANY OF THE A80VE DESCRIBED POLICIES BE CANCELLED BEFORE 3111 W. 1' St. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Fort, Worth , TX 76102 ACCt RI ANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 1988-2010 AC ORD GOO FORA-r ION,All rights reserved. AC;C RD25(2,010/05) The ACORD name and logo are registered marks of ACORD VENiDOR COMPLIANCE TO STATE LAW Tl e, 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 oir noin-,resident contractorstea do, so, will alutomiatically disqualify that bidder., Resident bidders must check the box in Section B. A. Von-Resident vendors in (,give,State), our principal place of business, are required to be percent lower,than resident bidders by State law. A copy of the Statute is attached. 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. Bidder: The Cleaning Guys, LLC ####Address City,Texas 17#### I'lleo"I" Ce By: (Please Print) Signature 0 Title (Please Print) killiiiiio,ft n UNTRACTOR COMPLIANCE, WITH WORKERS' COMPENSATION LAW Pursuant to V.T.C.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 X-ERS. CONTRACTOR The Cleanl*ng Gyys LLu By- N a m e: L000"r-Ji Title: Date: . to 3 STATE OF TEXAS COUNTY OF TARRANT § Before rne, the undersigned authority, on this day personally appeared tn'(,k (Vlt-!�441k known to me to be the person whose name is subscribed to the foregoling instruument, and acknowledged to me that hie executed the same as the, act and died i of The Cleanina Guys ., LLC for the purposes and consideration therein expressed and in the capacity,therein stated. Given Und�er My Hand and Seal of Office this Ro day olf U Notary PublicKan**alor the State of Texas a 0 Y rA BOR D--' 'x( C CHLOE k BORDEN S sl()r) x Pi , OF: I(Y P I "tc Notary Public,State of Texas My Cornrnisslon Expire,& h Oil, March 26, 2016 avow: