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Ordinance No. 10,726ORDINANCE NO. 10,726 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO A CONTRACT WITH BAY AREA REHABILITATION CENTER FOR PARK CLEANING AND LITTER REMOVAL; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN AMOUNT NOT TO EXCEED EIGHTY-THREE THOUSAND SEVEN HUNDRED FIFTY AND 88/100 DOLLARS ($83,750.88); MAKING OTHER PROVISIONS RELATED THERETO AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the City Manager of the City of Baytown to execute and the City Clerk to attest to a contract with Bay Area Rehabilitation Center for park cleaning and litter removal. A copy of said contract is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes. Section 2: That the City Council of the City of Baytown authorizes payment to Bay Area Rehabilitation Center in an amount not to exceed EIGHTY-THREE THOUSAND SEVEN HUNDRED FIFTY AND 88/100 DOLLARS ($83,750.88) pursuant to the contract. Section 3: That in addition to the amount authorized in Section 2 hereof, the City Manager is hereby granted general authority to approve a decrease or an increase in costs by TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($25,000.00) or less, provided that the amount authorized in Section 2 hereof may not be increased by more than twenty-five percent (25%). Section 4: This ordinance shall take effect immediately City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirmative Baytoyi'". this the 27lh day of September, 2007. frq nd after its passage by the f the City Council of the City of APPROVED AS TO FORM 4GKACIO RAMIREZ, SR., City(A)torney R:vKaren\Kiles\City THE STATE OF TEXAS § § CONTRACT COUNTY OF HARRIS § This contract ("Agreement") is made and entered into by and between the CITY OF BAYTOWN, a municipal corporation located in Harris and Chambers Counties, Texas, hereinafter called "City," and BAY AREA REHABILITATION CENTER, a non-profit corporation of Harris County, Texas, hereinafter called "Contractor." WITNESSETH WHEREAS, the Contractor was organized to provide opportunities for mentally handicapped individuals; and WHEREAS, the City has determined that a program to provide park cleaning is in the public interest; NOW THEREFORE, for and in consideration of the mutual covenants, contracts, and benefits to both parties, the City and the Contractor hereby agree as follows: I. Services The Contractor, as independent contractor, agrees to provide park cleaning services in certain parks in Baytown, as detailed in Exhibit "A," which is attached hereto and incorporated herein for all intents and purposes, and to do all other things necessary for the successful operation of this civic enterprise. The City agrees to furnish all materials necessary for the cleaning of the restrooms at the Wayne Gray Sports Complex, Roseland Park, Jenkins Park, and Jo Roosa Pavilion restrooms and to provide the necessary trash bags. Contractor will collect bags and dispose of them at the Park Service Center. Contractor understands and agrees that the services supplied by the Contractor under this Agreement shall be performed by severely disabled persons. II. Compensation The City agrees to pay to Contractor, the amounts shown on Exhibit "B," which is attached hereto and incorporated herein for all intents and purposes, for the various types of work as shown. Such payments shall be made by the 30th of the month following the month in which such work was done. In no event will the City pay more than EIGHTY-THREE THOUSAND SEVEN HUNDRED FIFTY AND 88/100 DOLLARS ($83,750.88) to the Contractor for the services rendered during the term of this contract, which shall commence on October 1, 2007 and end on September 30,2008. A Bav Area Rehabilitation Center Contract. Page 1 III. Compliance with Applicable Laws The Contractor shall comply with all rules, regulations, and laws of the United States of America, the State of Texas, and all laws, regulations and ordinances of the City of Baytown as they now exist or may hereafter be enacted or amended. IV. Independent Contractor It is expressly agreed and understood by all parties hereto that the Contractor is an independent contractor in its relationship to the City. Nothing herein contained at any time or in any manner shall be construed to effect a contract of partnership or joint venture or render any party hereto the employer or master of any other party and/or its employees, agents or representatives. All necessary personnel shall be deemed employees of the Contractor. V. Indemnity CONTRACTOR COVENANTS AND AGREES TO INDEMNIFY, AND DOES HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND, THE CITY, ITS AGENTS, SERVANTS OR EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS FOR DAMAGES OR INJURIES TO PERSONS OR PROPERTY OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR INCIDENT TO THE SUPPORT OF THE BAY AREA REHABILITATION CENTER, AND ALL OTHER OPERATIONS ARISING UNDER OR OTHERWISE INCIDENT TO THE PROVISIONS OF THIS CONTRACT. CONTRACTOR HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR INJURIES, CLAIMS, OR SUITS FOR DAMAGES TO PERSON OR PROPERTY, OF WHATEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, OCCURRING DURING THE TERM OF THIS CONTRACT, ARISING OUT OF OR BY REASON OF THE SUPPORT OF THE BAY AREA REHABILITATION CENTER, AND ALL OTHER OPERATIONS ARISING UNDER OR OTHERWISE INCIDENT TO THE PROVISIONS OF THIS CONTRACT. IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH THE CONTRACTOR AND THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY CONTRACTOR TO INDEMNIFY AND PROTECT THE CITY FROM THE CONSEQUENCES OF THE CITY'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS THE SOLE OR A CONCURRING CAUSE OF THE INJURY, DEATH OR DAMAGE. Bav Area Rehabilitation Center Contract. Page 2 In the event that any action or proceeding is brought against the City by reason of any of the above, Contractor further agrees and covenants to defend the action or proceeding by legal counsel acceptable to the City. The indemnity provision contained in this article shall survive expiration or earlier termination of this Agreement. VI. Termination The City, besides all other rights or remedies it may have, shall have the right to terminate this Agreement with or without cause upon ten (10) days' written notice from the City Manager to the Contractor of the City's election to do so. Furthermore, the City may immediately and without notice terminate this Agreement if the Contractor breaches this Agreement. A breach of this Agreement shall include, but not be limited to, the following: 1. failing to pay insurance premiums, claims or other charges; 2. failing to pay any payments due the City, State or Federal Government from the Contractor or its principals, including, but not limited to, any taxes, fees, assessments, liens, or any payments identified in this Agreement; 3. the institution of voluntary or involuntary bankruptcy proceeding against the Contractor; 4. the dissolution of the Contractor; 5. the violation of any provision of this Agreement; and/or 6. the abandonment of the Agreement or any portion thereof and discontinuance of the Contractor's services or any portion thereof. Upon delivery of any notice of termination required herein, the Contractor shall discontinue all services in connection with the performance of the Agreement. Within ten (10) days after receipt of the notice of termination, the Contractor shall submit a final statement showing in detail the services satisfactorily performed and all other appropriate documentation required herein for payment of services. VII. Notice All notices required to be given hereunder shall be given in writing either by telecopier, overnight, or facsimile transmission, certified or registered mail at the respective addresses of the parties set forth herein or at such other address as may be designated in writing by either party. Notice given by mail shall be deemed given three (3) days after the date of mailing thereof to the following addresses: Bav Area Rehabilitation Center Contract. Page 3 CONTRACTOR Bay Area Rehabilitation Center Attn. Executive Director 5313 Decker Drive Baytown, TX 77520 CITY City of Baytown Attn: City Manager P.O. Box 424 Baytown, TX 77522 VIII. Time of the Essence Both the Contractor and the City acknowledge that time is of the essence in this Agreement. IX. Insurance Throughout the term of this Agreement, the Contractor at its own expense shall purchase, maintain and keep in force and effect insurance against claims for injuries to or death of persons or damages to property which may arise out of or result from the Contractor's operations and/or performance of the work under this Agreement, whether such operations and/or performance be by the Contractor, its agents, representatives, volunteers, employees or subcontractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. The Contractor's insurance coverage shall be primary insurance with respect to the City, its officers, agents and employees. Any insurance or self-insurance maintained by the City, its officials, agents and employees shall be considered in excess of the Contractor's insurance and shall not contribute to it. Further, the Contractor shall include all subcontractors as additional insureds under its commercial general liability policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein. The following is a list of standard insurance policies along with their respective minimum coverage amounts required in this Agreement: 1. Commercial General Liability (CGL) General Aggregate: $1,000,000 Personal & Advertising Injury: $500,000 Per Occurrence: $500,000 a. Coverage shall be at least as broad as ISO CG 00 01 10 93 b. No coverage shall be excluded from standard policy without notification of individual exclusions being attached for review and acceptance. 2. Business Automobile Policy (BAP) Bav Area Rehabilitation Center Contract. Page 4 Combined Single Limits: $500,000 OR BI Per Person: $100,000, BI Per Accident: $300,000, PD Per Accident: $100,000 a. Coverage for "Any Auto." 3. Workers' Compensation: Statutory Limits Employer's Liability: $500,000 a. Waiver of Subrogation Required. Upon execution of this contract, Contractor shall file with the City valid certificates of insurance and endorsements acceptable to the City. Such certificates shall contain a provision that coverage afforded under the policies will not be canceled, suspended, voided, or reduced until at least thirty (30) days' prior written notice has been given to the City via certified mail, return receipt requested. The Contractor shall also file with the City valid certificates of insurance covering all subcontractors. The following are general requirements which are applicable to all policies: 1. AM Best Rating of A-: VII or better. 2. Insurance carriers licensed and admitted to do business in State of Texas will be accepted. 3. Liability policies will be on occurrence form. 4. City of Baytown, its officials and employees are to be added as Additional Insured to liability policies. 5. Upon request of and without cost to City of Baytown, certified copies of all insurance policies and/or certificates of insurance shall be furnished to City of Baytown's representative. Certificates of insurance showing evidence of insurance coverage shall be provided to City of Baytown's representative prior to execution of this agreement. 6. Upon request of and without cost to City of Baytown, loss runs (claims listing) of any and/or all insurance coverage shall be furnished to City of Baytown's representative. X. Assignment Contractor shall not sell, assign, or transfer any of its rights or obligations under this Agreement in whole or in part without prior written consent of the City, nor shall Contractor assign any monies due or to become due to it hereunder without the previous consent of the City. Bav Area Rehabilitation Center Contract. Page 5 XI. Non-Waiver Failure of either party hereto to insist on the strict performance of any of the agreements herein or to exercise any rights or remedies accruing thereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by an appropriate remedy, strict compliance with any other obligation hereunder to exercise any right or remedy occurring as a result of any future default or failure of performance. XII. Choice of Law and Venue This Agreement shall in all respects be interpreted and construed in accordance with and governed by the laws of the State of Texas, regardless of the place of its execution or performance. The place of making and the place of performance for all purposes shall be Baytown, Harris and Chambers Counties, Texas. XIII. Severabilitv All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this contract, which shall continue in full force and effect. XIV. Entire Agreement This Agreement contains all the agreements of the parties relating to the subject matter hereof and is the full and final expression of the agreement between the parties. This Agreement shall not be amended or modified without the express written consent of both parties hereto. XV. Ambiguities In the event of any ambiguity in any of the terms of this contract, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. XVI. Authority The officers executing this Agreement on behalf of the parties hereby represent that such officers have full authority to execute this Agreement and to bind the party he/she represents. Bav Area Rehabilitation Center Contract. Page 6 EXECUTED, this the ATTEST: day of LORRI COODY, City Clerk CITY OF BAYTOWN _, 2007. GARRISON C. BRUMBACK, City Manager BAY AREA REHABILITATION CENTER UML MARK A. ALEXANDER, fntcrhT Executive Director ATTEST: R:\Karen\Files\Comracis\Baylown Opportunity Cenier\BaytownOpportunilyCenter Contract2007-08.doc Bay Area Rehabilitation Center Contract. Page 7 PARK CLEANUP 2007 -20081 I. Litter Pickup • Wayne Gray Sports Complex -Monday through Friday each week from February 1,2008 through September 30,2008. • Baytown Skate Park at Jenkins Park -Tuesday through Thursday from October 1, 2007 through September 30, 2008. • Bicentennial Park and surrounding Lee College property and church area after the City's July 4th Celebration. II. Cleaning • Wayne Gray Sports Complex2 • concession restrooms servicing the west and east complexes ~ Monday through Friday each week from February 1,2008, and ending on September 30,2008; • pressbox restrooms servicing the north complex -Monday through Friday each week from February 1,2008 through September 30,2008 • the restrooms near the tennis courts -Monday through Friday each week from February 1,2008 through September 30,2008 or until otherwise notified by the Director of Parks and Recreation. • Jo Roosa Pavilion Restrooms -five days per week from October 1, 2007 through September 30, 2008. This cleaning shall include the cleaning and hosing of the concrete pavilion area. • Roseland Park Restrooms --five days per week from October 1,2007 through September 30, 2008. • Jenkins Park Restrooms -Tuesday through Thursday each week from October 1, 2007 to September 30,2008. WAYNE GRAY SPORTS COMPLEX: Duties to be performed Monday through Friday between the hours of 9:00 a.m. and 3:00 p.m., from February 1,2008 through September 30,2008, weather permitting, with approval by the Parks and Recreation Department, (281) 420-6597. • Pick up litter in and around ballfields and empty trash barrels and wastebaskets in restrooms, including bleachers and batters box. 1 City of Baytown will provide all cleaning and janitorial supplies. 2 A map of the Wayne Gray Sports Complex is attached hereto as Exhibit "A-1" and incorporated herein for all intents and purposes. EXHIBIT "A" • Clean restrooms -sweep, mop with disinfectant and clean sinks, urinals and commodes. Replenish paper towels and toilet tissue in all restrooms. • Pick up litter and empty trash barrels in entire park, including the Republic of Texas Plaza, playground area, parking lots, tennis courts and ditches. • Take collected trash in tied trash liners to the dumpster. • Sweep up cigarette butts once weekly. Bay Area Rehabilitation Center shall provide manpower and supervision to complete duties. Cleaning materials, including brooms, mops and bucket, disinfectant, bowl cleaner, paper towels, toilet paper and large trash liners, shall be provided by the City of Baytown. JO ROOSA PAVILION RESTROOMS AND PAVILION: • From October 1,2007, through September 30,2008, Monday through Friday, • Clean men's and women's restrooms -sweep, mop with disinfectant and clean sinks, urinals and commodes; • Replenish paper towels and toilet tissue in both restrooms; and • Clean and hose off concrete in pavilion area. ROSELAND PARK RESTROOMS: • From October 1,2007 through September 30,2008, Monday through Friday • Clean men's and women's restrooms -sweep, mop with disinfectant and clean sinks, urinals and commodes; and • Replenish paper towels and toilet tissue in both restrooms. JENKINS PARK RESTROOMS: • From October 1, 2007 through September 30,2008, Tuesday through Thursday • Clean men's and women's restrooms -sweep, mop with disinfectant and clean sinks, urinals and commodes; and • Replenish paper towels and toilet tissue in both restrooms. R:\Karen\Files\Contracis\Baylown Opportunity CenierVBaytownOpportunityCenter Contract2007-08.doc EXHIBIT "A' Park Cleanup Services for City of Baytown 2007 -2008 The City will compensate the Contractor an amount not to exceed $83,750. required herein. for the services R:\Karen\Filcs\Contracts\BaytownOpportunityCcnlcr\UaylownOpportunilyCemcrConlrac׵ EXHIBIT "Br