R2017-014 2017-01-23RESOLUTION NO. R2017-14
A Resolution of the City Council of the City of Pearland, Texas, authorizing
Keep Pearland Beautiful participation in a Textile Recycling Program with
Simple Recycling.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That Keep Pearland Beautiful ('KPB") has requested the City's permission to
participate in a comprehensive Textile Recycling Program.
Section 2. That the City hereby authorizes KPB's participation in a Textile Recycling
Program with Simple Recycling.
PASSED, APPROVED and ADOPTED this the 23rd day of January, A.D., 2017.
ATTEST:
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
TOM REID
MAYOR
AGREEMENT FOR COLLECTION OF SOFT RECYLABLES
This Agreement for the Collection of Soft Recyclables ("Agreement") is made and
entered into this day of 5ov, 2017, by and between Keep Pearland Beautiful, a Texas
nonprofit corporation (herein referred to as "KPB") with a business location at 5800 Magnolia,
Pearland, TX 77584, and Great Lakes Recycling, Inc. dba Simple Recycling, an Ohio
corporation (which with its successors and assigns is herein rcfcrrcd to as "Contractor") with a
business address at 5425 Naiman Parkway, Solon, OH 44139.
WITNESSETH:
WHEREAS, Contractor is skilled and experienced in the collection and efficient
recycling and disposition of Soft Recyclables (as defined below); and
WHEREAS, KPB has a contract with the City of Pearland, Texas (herein referred to
as "City") to manage the City's recycling programs; and
WHEREAS, KPB desires to limit and restrict the quantity of Soft Recyclables which are
deposited in the landfill; and
WHEREAS, KPB has selected Contractor to collect, identify, haul, recycle and/
or dispose of Soft Recyclables in the Service Area; and
WHEREAS, Contractor can provide such services and is in the business of and has the
expertise, experience, resources and capability to perform the collecting, identifying, packaging,
hauling, recycling and/or disposing of Soft Recyclables; and
Now, THEREFORE, in consideration of the premises and material promises set forth
below and other consideration the receipt and sufficiency of which is hereby acknowledged by
the parties, Contractor and KPB (herein collectively called the "Parties") hereby agree as
follows:
1. Term. The tern of this Agreement shall begin upon approval by KPB and
continue for an initial three (3) year term (the "Initial Term"). The term of this
agreement shall automatically renew for successive one (1) year terms (a "Renewal
Term"), unless terminated pursuant to Section 2, below. During the term, Contractor
shall have the sole and exclusive rights to pick up Soft Recyclables in the Service Area
through municipal contracted pick up.
2. Termination and Breach.
(a) Without Cause. Either Party may terminate this Agreement by providing notice
to the other Party at least sixty (60) days prior to the expiration of the Initial Tenn or
any Renewal Term.
(b) For Cause. In the event of a breach of the terms and conditions of this
Agreement by either Party hereunder during the Initial Term or any Renewal Term, the
non -breaching Party may elect to terminate this Agreement upon providing the
defaulting Party with a written noticc of such default, and allowing the breaching Party
a period of thirty (30) days from and after the date of such notice to cure the breach
complained of to the satisfaction of the non -breaching Party. In the event said breach is
not cured within said thirty (30) day period, this Agreement shall be terminated (for -
cause) as of the last day of said period. In the event KPB is the non -defaulting party,
Contractor agrees to fumish services under this Agreement until such time as another
Soft Recyclables collection and disposal contractor can be selected by KPB.
3. Collection Schedule. Contractor shall divide the Service Area into collection
areas to coincide with currently scheduled City collection dates. Collections shall be
made from Service Recipients on a regular schedule on the same day every week in
accordance with the existing recycling pickup schedule; however, Contractor reserves the
right to alter the frequency of the scheduled pickups on an as needed basis.
Contractor. shall not be required to perform any service under this Agreement on
Holidays. In the event of a City of Pearland observed holiday, the Contractor will follow
the current waste hauler procedure. The current waste hauler currently indicates that the
pick-up scheduled for the Holiday will be postponed until the next scheduled pick-up.
For example, if the residents current pick-up is scheduled for Monday and Monday is a
City observed holiday, the pick-up is postponed one week, until the following Monday.
4. Collection. Contractor shall collect all acceptable set -outs of Soft Recyclables
set -out for recycling and collection by Residential Customers. The decision of what is an
"acceptable" Soft Recyclable shall be made in the reasonable discretion of Contractor.
No service is provided to Commercial Customers and in no event shall Contractor be
required to accept any Excluded Items (excluded items include, but are not limited to the
following items: garbage, hazardous waste, carpet, newspapers, mattresses, large
furniture, large appliances, yard waste). Contractor must collect all Soft Recyclables set
out in the Recycling Container. Contractor shall not be responsible for collecting Soft
Recyclables which have fallen or been placed Curbside but are not in a Container.
Contractor agrees to operate collection vehicles in such a manner to prevent materials
from being blown from the vehicle. If at any time during collection and transport, Soft
Recyclables are spilled onto a street, sidewalk, or private property, Contractor shall clean
up and place in the collection vehicle all Soft Recyclables before the vehicle proceeds to
the next stop on the collection route or shall promptly make all other reasonably
necessary arrangements for the immediate clean up of spilled Soft Recyclables.
Contractor agrees to remove and dispose of all Soft Recyclables at no cost to KPB.
Contractor may interrupt the regular schedule and quality of service because of street
repairs, snow or other closures of public routes, which in Contractor's reasonably
discretion make the pick-up of the Soft Recyclables from a Service Recipient
impracticable under the circumstances.
5. Contamination and Improper Set Out. If Contractor encounters any improperly
packaged Soft Recyclables or other contaminants in the Container, Contractor may leave
those materials in the Container or remove them from the Container and leave them
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Curbside. Contractor must place a tag on the contaminant(s) that is not collected, collect
the acceptable items, and leave contaminants at Curbside.
6. Set Out Procedures. Residents shall place Soft Recyclables into Containers and
place Containers at Curbside for collection. Overflow material shall be placed adjacent to
the Container(s) in plastic bags or other easily handled container. Soft Recyclables shall
not be set out in tied bundles. Contractor must collect all Soft Recyclables that are set out
in this manner and are placed within eight (8) feet of the Curbside. Containers shall be
placed in a manner that will not interfere with or endanger the movement of vehicles or
pedestrians. When construction work is being performed in the right-of-way, Containers
shall be placed as close as practicable to an access point for thc collection vehicle.
Contractor may decline to collect any Soft Recyclables not set out in accordance with this
paragraph.
7. Ownership. Soft Rccyclables set out for collection on the regularly scheduled
collection day shall belong to Contractor from the time of its set out. Soft Recyclables
physically collected by Contractor shall be deemed acceptable Soft Recyclables for the
purposes of its obligations under this Agreement.
8. Inventory of Containers. During the term of this Agreement, Contractor shall
purchase (at its sole cost) and maintain an inventory of acceptable and approved
Containers for distribution to Service Recipients. Prior to commencement of this
Agreement, Contractor shall provide new Containers to each Service Recipient.
Containers shall initially be delivered to Service Recipients with an informational
brochure on the recycling collection program (of Soft Recyclables) produced and
printed by the contractor and approved by KPB.
9. Missed Collections and Complaints. Service Recipients shall be instructed to
report missed collections and complaints to Contractor. Contractor shall give prompt and
courteous attention to all reported missed collections and complaints.
10. Contractor's Cost and Equipment. Contractor agrees to furnish all labor,
equipment, tools, and services required and necessary for the collection and disposal of
Soft Recyclables within the Service Area and provide qualified supervisory personnel to
direct the activities of Contractor under this Agreement. All equipment used by
Contractor shall be kept and maintained in a clean and professional manner.
11. Contractor's Fee. Contractor shall pay to KPB a contract fee of One Ccnt
($0.01) per pound of gross receipts of Soft Rccyclables in thc Service Area. Payments
shall be made to KPB not less than thirty (30) days following the close of each calendar
month during the term of this Agreement. Weight shall be collected and documented
upon completion of each collection day.
12. Publication Information and Education Program. KPB shall plan and
coordinate a public education and information program to inform Service Recipients of
this recycling program the contents of which and the dates shall be approved in advance
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by Contractor. Contractor may distribute its own promotional materials subject to KPB
approval. Contractor shall participate in KPB directed promotion and education efforts
as outlined below:
a. During the course of the routine recycling pick up, provide and distribute
notices regarding rejected materials and proper set out procedures.
b. Training of employees to deal courteously with customers on the
telephone and on -route to promote the collection service and explain proper
material preparation.
c. Coordinate with KPB for distribution of written promotional and
instructional materials directly to Service Recipients.
d. Be available a minimum of two times per year to participate in promoting
the collection service at an area fair, neighborhood association program,
school, or community event.
e. Provide advice to KPB on promotion and education material contcnt
and presentation.
13. Telephone and Customer Service. Contractor shall maintain and adequately
staff a local toll-free telephone numbcr where complaints of Service Recipients shall be
received, recorded and handled to the best of Contractor's abilities, between the hours of
9:00 AM and 4:30 PM C.S.T. Monday through Friday excluding Holidays. Typically, all
"call backs" shall be attempted a minimum of one time prior to 6:00 p.m. on the day of
the call. If the caller is not contacted on the first attempt, Contractor shall make
subsequent attempts on the next working day after the original call. Contractor shall
make a minimum of three (3) attempts within twenty-four (24) hours of the receipt of the
call. All attempts to contact the caller shall be recorded on the log kept by Contractor.
14. Marketing and Disposition of Recyclable Material. Contractor shall be solely
responsible for the marketing and sale of collected Soft Recyclables, and shall be solely
responsible for the storage and disposition of the Soft Recyclables in the event it is
unable to sell the Soft Recyclables in a timely manner.
15. Required Insurance. During the term of this Agreement Contractor agrees to
keep in force, with an insurance company licensed to transact business in the state of
Texas, an "occurrence basis" insurancc policy or policies indemnifying, defending and
saving harmless KPB and the City of Pearland from all damages (except for damagcs
caused by KPB or the City of Pearland's own negligence, willful misconduct or failure)
which may be occasioned to any person, firm, or corporation, whether damages arc by
reason of any willful or negligent act or acts on part of Contractor, its agents or
employees, with limits no less than:
a. General Liability: One Million and no/100 Dollars ($1,000,000.00)
combined single limit per occurrence for bodily injury, personal injury, and
property damage.
b. Vehicle Liability: Two Million and no/100 Dollars ($2,000,000.00)
combined single limit per accident for bodily injury and property damage.
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c. Worker's Compensation/Industrial Insurance: Limits as required by the
State of Texas.
16. Insurance Provisions. The insurance policies described in Sections 15(a) and
15(b), above, are to contain, or be endorsed to contain, the following provisions:
a. KPB and the City of Pcarland, Texas, its officers, officials, employees,
and volunteers are to be covered as insureds as respects: liability arising out of
activities performed by or on behalf of Contractor; products and completed
operations of Contractor; premises owned, occupied, or used by Contractor; or
automobiles owned, leased, hired, or borrowed by Contractor.
b. Contractor's insurance coverage shall be primary insurance as to KPB and
the City of Pearland, Texas, its officers, officials, employees, and volunteers. Any
insurance or self-insurance maintained by KPB, its officers, officials, employees,
or volunteers shall be in excess of Contractor's insurance and shall not contribute
with it.
c. Any failure to comply with reporting provisions of the policy shall not
affect coverage provided to KPB and the City of Pearland, Texas, its officers,
officials, employees, or volunteers.
d. Contractor's insurance shall apply separate to each insured against whom
claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
e. Each insurance policy required by this clause shall be endorsed to state
that coverage shall not be suspended, voided, canceled by either party, nor
reduced in coverage or in limits except after thirty (30) days' prior written notice
has been given to KPB.
Copies of insurance policies or certificates of insurance of all such insurance policies
(evidencing the coverages required herein and setting forth deductibles and the amounts
thereof, if any), endorsements and proof of premium payments shall bc promptly
delivered to KPB in accordance with the notice requirements of Section 28. Renewal
certificates (or certified copies of such insurance policy, if requested by KPB) shall be
delivered to KPB not less than ten (10) days prior to their respective inception dates.
17. indemnification and Hold Harmless. Except for KPB and the City of Pearland's
own negligence, willful misconduct or failures, Contractor shall save, keep, and hold
harmless KPB and the City of Pearland, its officers, agents, employees, and volunteers
from all damages, costs, or expenses in law or equity that may at any time arise or bc set
up because of damages to property or personal injury received by reason of or in the
course of performing work which may be occasioned by any willful or negligent act or
omissions of Contractor, any of Contractor's employees, or any subcontractor. In the
event of liability for damages arising out of bodily injury to persons or damages to
property caused by or resulting from the concurrent negligence of Contractor and KPB,
its members, officers, employees, and agents, Contractor's liability hereunder shall be
only to the extent of Contractor's negligence. The provisions of this paragraph shall
survive the expiration or termination of this Agreement.
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18. Compliance with Law. Contractor agrees to comply with all published
ordinances, laws, rules, and regulations, together with amendments thereto, of the
State of Texas, the United States of America, or KPB pertaining to the services to be
performed hereunder.
19. Taxes. Contractor agrees to save KPB harmless from any and all taxes or
assessments of any kind or nature levied by any political subdivision upon Contractor by
reason of services rendered for Soft Recyclables and disposal for KPB.
20. Employee Conduct. All Contractor personnel must maintain a courteous and
respectful attitude toward the public at all times. At no time must they solicit, request or
receive gratuities of any kind. Contractor must direct its employees to avoid loud and/or
profane language at all times during the performance of duties. Any employee of
Contractor who engages in misconduct or is incompetent or negligent in the proper
performance of duties or is disorderly, dishonest, intoxicated, or discourteous must be
removed from service under this contract by Contractor.
21. Monthly Reports. Contractor shall provide monthly project status reports. These
reports will be due within fifteen (15) days of the close of the month being reported. At a
minimum, the reports shall include detailed data to allow analysis of collection and
processing efficiencies including pounds of Soft Recyclables collected in the prior month
and the payment of the required fee to KPB.
22. Inspections. Upon reasonable advanced request, KPB reserves the right to
inspect the facilities, equipment and operations of Contractor to assure itself of the
appearance and compliance with contractual provisions of this Agreement. Upon
reasonable advance request, KPB reserves the right to review the records kept on the Soft
Recyclables collected under the terms of this Agreement to test and validate the weights
claimed. KPB agrees to notify Contractor, in writing, at least forty-eight (48) hours prior
to such inspections and shall indicated the reasonable basis for requesting the inspection.
23. Meetings and Communications. In order to minimize problems and to provide
thereafter a forum for discussing and resolving any issues that may arise, the parties agree
to meet on a regular basis and to adopt communications procedures as follows:
a. Meetings After Collection Begins. After the Collections begin, meetings
shall be held at least on a quarterly basis, unless otherwise mutually agreed to,
between representatives of the parties. Such meetings shall be held for the
purpose of reviewing and discussing day-to-day operations, promotion, public
information and public relations.
b. Designation of Representatives. Each party shall send at least one
representative to each meeting. KPB shall send to each meeting at least one staff
member with operation expertise. Each party shall designate one, and only one,
representative as its Lead Representative. If a party sends only one representative
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to any meeting, that person shall be conclusively presumed to be its lead
representative.
24. Compliance with Laws and Regulations. Contractor agrees that, in performance
of work and services under this contract, Contractor will qualify under and comply with
any and all known federal, State and local laws and regulations now in effect, or hereafter
enacted during thc tern of this contract, which are applicable to Contractor, its
employees, agents or subcontractors, if any, with respect to the work and services
described herein.
25. Severability. Should one or more of the provisions of this Agreement be held by
any to court to invalid, void or unenforceable, thc remaining provisions shall nevertheless
remain and continue in full force and effect, provided that the continuation of such
remaining provisions does not materially change the original intent of this Agreement.
26. Independent Contractor Status. In thc performance of services pursuant to this
Agreement, Contractor shall be an independent contractor and not an officer, agent,
servant or employee of KPB. Contractor shall have exclusive control over the details of
the service and work performed and over all persons performing such service and work.
Contractor shall be solely responsible for the acts and omissions of its officers, agents,
employees, Contractors and subcontractors, if any. Neither Contractor nor its officers,
agents, employees or subcontractors shall obtain any right to retirement benefits,
Workers' Compensation benefits, or any other benefits which accrue to KPB employees
and Contractor expressly waives and claim it may have or acquire to such benefits.
27. No Assignment. This Agreement, or any interest herein, shall not be transferred,
sold, nor assigned by either Party to any person, firm, or corporation, without the prior
written consent of the other Party.
28. Notices. All notices, requests, demands, statements, approvals, consents, and
other communications required or permitted to be given under the terms of this
Agreement shall be in writing, in the English language, and delivered by reputable
overnight/international courier service to the respective party at the following addresses
or at such other address as may be designated by notice from the respective party to the
other party:
To KPB:
Keep Pearland Beautiful
ATTN: Executive Director
5800 Magnolia Dr.
Pearland, TX 77584
To Contractor:
Great Lakes Recycling, Inc. dba Simple Recycling, an Ohio corporation
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ATTN: President
5425 Naiman Parkway
Solon, OH 44139.
Any such notice or communication shall be deemed to have been given three (3) days
after the posting thereof with the overnight/international courier service.
29. Definitions.
a. Commercial Customer: The term "Commercial Customer" means non-
residential customers, including businesses, public or private schools, institutions,
governmental agencies and all other users of commercial -type Garbage collection
services.
b. Container: The term "Container" means Contractor supplied bag, box or
bin for the Residential Customer to place Soft Recyclables.
c. Contractor: The word "Contractor" means Great Lakes Recycling, Inc.
dba Simple Recycling which has contracted with KPB to collect and dispose of
Soft Recyclables.
d. Curb or Curbside: The words "Curb" or "Curbside" relate to the
homeowners' property, within five (5) feet of the Public Street or Private Road
without blocking sidewalks, driveways or on -street parking. If circumstances
preclude such a Curbside shall be considered a placement suitable to the
resident, convenient to Contractor's equipment, and mutually agreed to by KPB
and Contractor.
e. Date of Commencement: The term "Date of Commencement" means the
date that Contractor agrees to commence the provision of collection and other
services as described throughout this Agreement.
f. Date of Execution: The term "Date of Execution" means the date that this
Agreement is approved by KPB and executed by a designated and authorized
representative.
g. Excluded Items: The term "Excluded Items" means Garbage, Hazardous
Waste, large furniture, large appliances such as refrigerators, stoves, washers and
dryers, magazines, newspapers, car scats, cribs, mattresses, paint, tires, cleaners,
etc. and any itcm heavier than fifty (50) pounds.
h. Garbage: The term "Garbage" means all putrcscrible and non-
putrescrible solid and semi-solid wastes, including, but not limited to, rubbish,
ashes, industrial wastes, grass, yard debris, leaves, swill, demolition and
construction wastes, dead animals piles of debris, car parts, construction or
demolition debris, any item that would be considered Hazardous Waste, or
stumps.
i. Hazardous Waste: The term "Hazardous Waste" means any hazardous,
toxic or dangerous waste, substance or material, or contaminant, pollutant or
chemical, known or unknown, defined or identified as such in any existing or
future local, state or federal law, statute, code, ordinance, rule, regulation,
guideline, decree or order relating to human health or the environment or
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environmental conditions, including but not limited to any substance that is
defined as hazardous by 4 0 C .F .R. Part 2 61 and regulated as hazardous waste
by the United States Environmental Protection Agency under Subtitle C of the
Resource Conservation and Recovery Act ("RCRA") of 1976, 42 U.S.C. § 6901
et seq., as amended by the Hazardous and Solid Waste Amendments ("HSWA")
of 1984; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; or any other
federal statute or regulation governing the treatment, storage, handling or disposal
of waste imposing special handling or disposal requirements similar to those
required by Subtitle C of RCRA or any Texas statute or regulation governing the
treatment, storage, handling or disposal of wastes and imposing special handling
requirements similar to those required by federal law.
j. Holiday: The term "Holiday" mcans the following days: New Year's Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas
Day. The Contractor shall be informed of any changes made to the Holiday
schedule as presented.
k. Private Road: The term "Private Road" means a privately owned and
maintained way that allows for access by a service truck and that serves multiple
Residences.
1. Public Street: The tenn "Public Street" means a public right-of-way used
for public travel, including public alleys.
m. Residence: The term "Residence" means a living space individually
rented, leased or owned.
n. Residential Customer: The term "Residential Customer means
individuals residing in a Residence.
o. Service Area: The term "Service Area" means the corporate limits of the
municipalities participating in KPB as of the Date of Commencement, and
thereafter, shall be the collection arca as may it be amended thereafter by KPB.
p. Service Recipients: The term "Service Recipients" means Residential
Customers in the Service Arca.
q. Soft Recyclable: The term "Soft Recyclable" means items of an
individual weight Tess than fifty (50) pounds and can be carried by one person.
Soft Recyclables include primarily men's, women's and children's clothing as
well as items such as jewelry, shoes, purses, hats, toys, pictures, mirrors, blankets,
drapes and curtains, pillows, rags, sewing scraps, sleeping bags, small furniture,
small appliances, irons, radios and audio equipment, TVs and video equipment,
cameras, lamps, hairdryers, tools, toasters, microwaves, coffee makers, computers
and household or consumer electronics, silverware, dishes, pots and pans, glasses
and the like. The definition of Soft Recyclable is subject to modification in the
discretion of Contractor based upon experience gained during the term of this
Agreement.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.
Keep Pcarland Beautiful
By:
Andrew Miller
As its Executive Director
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Great Lakes Recycling, Inc. dba Simple
Recycling
By:
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Adam Winfield
As its Presidcnt
City of Pearland
3519 Liberty Drive
Pearland, TX 77581
Resolution No. R2017-14
Exhibit "A"
General Services Contract
This Contract (Contract) is made between the City of Pearland. Texas (City), and Contractor.
The City and Contractor agree to the terms and conditions of this Contract, which consists of the
following parts:
I. Summary of Contract Terms
II. Signatures
III. Standard Contractual Provisions
IV. Special Terms and Conditions
V. Additional Contract Attachments
I. Summary of Contract Terms.
Contractor:
Description of Services:
Contract Amount:
Effective Date:
Termination Date:
Renewal:
II. Signatures.
A&A Cleaning Services
2810 Wagon Trail
Pearland, TX 77584
Contractor will perform dog kennel maintenance and cleaning
services for Animal Control, per the specifications of City of Pearland
Bid #1216-14.
$46,200.00 (S3,850.00/month)
February 25, 2017
February 24, 2018.
One (1) available one-year terms are availab': upon mutual
agreement of both parties.
By signing below, the parties agree to the terms of this Contract:
Date: 2/--1
City Manager
_Assistant City Manager
Director
Program Manager
'Contract Signature Authority.
CONTRACTOR:
(
Th
Title: `���> TJ
'D_,�__
Date:
Program Manager -$5,999 or Tess
Director - 56.000 to 530,000
City Manager/Assistant City Managers - 530,001 to 550,000
City Council Resolution - $50,000+
III. Standard Contractual Provisions.
A. Definitions.
Contract means this Standard Services Contract.
Services means the services for which the City solicited bids or received proposals as
described in Exhibit A, attached hereto.
B. Services and Payment. Contractor will furnish Services to the City in accordance with the
terms and conditions specified in this Contract. Contractor will bill the City for the Services
provided at intervals of at least 30 days, except for the final billing. The City shall pay Contractor
for the Services in accordance with the terms of this Contract, but all payments to be made by
the City to Contractor, including the time of payment and the payment of interest on overdue
amounts, are subject to the applicable provisions of Chapter 2251 of the Government Code.
C. Termination Provisions.
(1) City Termination for Convenience. Under this paragraph, the City may terminate
this Contract during its term at any time for the City's own convenience where the
Contractor is not in default by giving written notice to Contractor. If the City terminates
this Contract under this paragraph, the City will pay the Contractor for all services
rendered in accordance with this Contract to the date of termination.
(2) Termination for Default. Either party to this Contract may terminate this Contract as
provided in this paragraph if the other party fails to comply with its terms. The party
alleging the default will give the other party notice of the default in writing citing the
terms of the Contract that have been breached and what action the defaulting party
must take to cure the default. If the party in default fails to cure the default as specified
in the notice, the party giving the notice of default may terminate this Contract by written
notice to the other party, specifying the date of termination. Termination of this Contract
under this paragraph does not affect the right of either party to seek remedies for
breach of the Contract as allowed by law, including any damages or costs suffered by
either party.
(3) Multi -Year Contracts and Funding. If this Contract extends beyond the City's fiscal
year in which it becomes effective or provides for the City to make any payment during
any of the City's fiscal years following the City's fiscal year in which this Contract
becomes effective and the City fails to appropriate funds to make any required Contract
payment for that successive fiscal year and there are no funds from the City's sale of
debt instruments to make the required payment, then this Contract automatically
terminates at the beginning of the first day of the City's successive fiscal year of the
Contract for which the City has not appropriated funds or otherwise provided for funds
to make a required payment under the Contract.
D. Liability and Indemnity. Any provision of any attached contract document that limits the
Contractor's liability to the City or releases the Contractor from liability to the City for actual or
compensatory damages, loss, or costs arising from the performance of this Contract or that
provides for contractual indemnity by one party to the other party to this Contract is not
applicable or effective under this Contract. Except where an Additional Contract Document
provided by the City provides otherwise, each party to this Contract is responsible for defending
against and liable for paying any claim, suit, or judgment for damages, loss, or costs arising
from that party's negligent acts or omissions in the performance of this Contract in accordance
with applicable law. This provision does not affect the right of either party to this Contract who is
sued by a third party for acts or omissions arising from this Contract to bring in the other parry to
this Contract as a third -party defendant as allowed by law.
E. Assignment. The Contractor shall not assign this Contract without the prior written consent
of the City.
F. Law Governing and Venue. This Contract is governed by the law of the State of Texas and
a lawsuit may only be prosecuted on this Contract in a court of competent jurisdiction located in
or having jurisdiction in Brazoria County, Texas.
G. Entire Contract. This Contract represents the entire Contract between the City and the
Contractor and supersedes all prior negotiations, representations, or contracts, either written or
oral. This Contract may be amended only by written instrument signed by both parties.
H. Independent Contractor. Contractor shall perform the work under this Contract as an
independent contractor and not as an employee of the City. The City has no right to supervise,
direct, or control the Contractor or Contractor's officers or employees in the means, methods, or
details of the work to be performed by Contractor under this Contract. The City and Contractor
agree that the work performed under this Contract is not inherently dangerous, that Contractor
will perform the work in a workmanlike manner, and that Contractor will take proper care and
precautions to insure the safety of Contractor's officers and employees.
I. Dispute Resolution Procedures. The Contractor and City desire an expeditious means to
resolve any disputes that may arise between them regarding this Contract. If either party
disputes any matter relating to this Contract, the parties agree to try in good faith, before
bringing any legal action, to settle the dispute by submitting the matter to mediation before a
third party who will be selected by agreement of the parties. The parties will each pay one-half
of the mediator's fees.
J. Attorney's Fees. Should either party to this Contract bring suit against the other party for
breach of contract or for any other cause relating to this Contract, neither party will seek or be
entitled to an award of attorney's fees or other costs relating to the suit.
K. Severability. If a court finds or rules that any part of this Contract is invalid or unlawful, the
remainder of the Contract continues to be binding on the parties.
IV. Special Terms or Conditions. None.
V. Additional Contract Documents. The following specified documents attached to this Contract are
part of this Contract, except as follows: any provision contained in any of the Contractor's Additional
Contract Documents specified below that conflicts with a Contract provision not included in the
Contractor's Additional Contract Documents, does not apply to this Contract.
A. Contractor's Additional Contract Documents:
1. The contractor's response to Bid #1216-14 shall be construed as additional contract
documents.
2. Contractor's Certificate of Insurance listing City of Pearland as additional insured
(required insurance certificate[s] shall be in possession of City at actual commencement
of work).
B. City's Additional Contract Documents:
1. Scope of Services.
EXHIBIT A
CONTRACTOR'S SCOPE OF SERVICES
Scope of services provided shall consist of dog kennel maintenance and cleaning services, per the
specifications of City of Pearland Bid #1216-14. Pricing is as follows:
Monthly rate for Dog Kennel Maintenance and Cleaning Services, per bid
specifications: $3,850.00/month
Hourly rate for custodian to provide extra services, as needed: $15.00/hour