Ordinance No. 14,529ORDINANCE NO. 14,529
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, JANITORIAL
SERVICES, AND LITTER REMOVAL; AUTHORIZING PAYMENT BY THE CITY
OF BAYTOWN IN AN AMOUNT NOT TO EXCEED ONE HUNDRED THIRTY-
FIVE THOUSAND SIX HUNDRED SIX AND NO/100 DOLLARS ($135,606.00);
MAKING OTHER PROVISIONS RELATED THERETO AND PROVIDING FOR THE
EFFECTIVE DATE THEREOF.
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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, janitorial services, 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 ONE HUNDRED THIRTY-FIVE THOUSAND SIX
HUNDRED SIX AND NO/100 DOLLARS ($135,606.00) pursuant to the contract authorized in Section
1.
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 FIFTY THOUSAND
AND NO'100 DOLLARS ($50,000.00) 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 from and after its passage by the
City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of
Baytown this the 24`h day of September, 2020.
ON CAPETILLO, MaycV
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L TICIA BRYSCH, City rk ,`�
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RNER, Interim City Attorney
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Exhibit "A"
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
Roseland Park 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 ONE HUNDRED THIRTY-FIVE THOUSAND SIX
HUNDRED SIX AND NO/100 DOLLARS ($135,606.00) to the Contractor for the services rendered
during the term of this contract, which shall commence on October 1, 2020 and end on
September 30, 2021.
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 HIND 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.
Bay 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:
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;
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:
Bay 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
VIIl.
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:
Commercial General Liability (tom CGL)
General Aggregate: $2,000,000
Personal & Advertising Injury: $500,000
Per Occurrence: $1,000,000
a. Coverage shall be broad form.
b. Waiver of subrogation required.
c. No coverage shall be excluded from standard policy without notification of
individual exclusions being attached for review and acceptance.
Bay Area Rehabilitation Center Contract, Page 4
2. Business Automobile Policy (BAP)
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."
b. Waiver of subrogation required.
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:
l . 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.
Bay 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 matterhereof
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.
Bay Area Rehabilitation Center Contract, Page 6
EXECUTED, this the day of .2020.
CITY OF BAYTOWN
RICHARD L. DAVIS, City Manager
ATTEST:
LETICIA BRYSCH, City Clerk
BAY AREA REHABILITATION
CENTER
MARK A.AhEgA.NBER
Executive Director
ATTEST:
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R:1Karen\Files\Contracts\Baytown Opportunity Ccnter\Baytown0pportunityCenter Contmct202O-20r.doc
Bay Area Rehabilitation Center Contract, Page 7