SERVICE AGREEMENT BY AND BETWEEN SMG AND SUMMIT ENVIRONMENTAL CORPORATION DATED: September 25, 2005
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New
Orleans Arena
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Exhibit 10.13 |
BY
AND BETWEEN
SMG
AND SUMMIT
ENVIRONMENTAL
CORPORATION
DATED:
September 25, 2005
THIS
SERVICE AGREEMENT
(together with the Exhibits attached hereto, the “Agreement”)
is
dated as of the 22nd day of September, 2005, by and between SMG, a Pennsylvania
general partnership (“SMG”),
and
Summit Environmental Corporation, whose current address is ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Phone ▇▇▇-▇▇▇-▇▇▇▇ Fax ▇▇▇-▇▇▇-▇▇▇▇ (the “Provider”).
BACKGROUND
Pursuant
to a certain Management Agreement between the State of Louisiana, through the
Louisiana Stadium and Exposition District, (the “Owner)
and
SMG
(“Management
Agreement”),
SMG
is the manager of a facility commonly known as the New Orleans Arena (the
“Facility”),
located adjacent to the Louisiana Superdome at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇, which is owned by the Owner. SMG desires to obtain the services of
an
independent Provider to perform certain functions relating to the Facility,
as
more particularly described below. Provider has the personnel, material,
equipment, and know-how to perform the types of services desired by SMG, as
more
particularly described below. Accordingly,
SMG desires to obtain those services from Provider, and Provider desires to
perform those services for SMG, in accordance with the terms and conditions
set
forth herein.
NOW,
THEREFORE,
in
consideration of the foregoing and the mutual promises, covenants, and
agreements herein contained, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Description
of Services.
Provider shall perform the services described on Exhibit
A
attached
hereto, beginning on the date of this Agreement (the “Services”).
2. Payment
for Services.
In
consideration of, and as full compensation for, the Services provided hereunder,
SMG shall pay Provider certain fees and expenses in accordance with the payment
terms and conditions set forth on Exhibit
B
attached
hereto.
3. Standard
of Care.
Provider shall perform the Services with due care in a manner consistent with
the standards described in Section 11 hereof and as may be set forth on
Exhibit
C
attached
hereto, as the same may be amended by SMG on thirty (30) days prior written
notice to Provider, and if no such standards are set forth on Exhibit
C,
then in
a manner provided in Section 11 and to the extent not contrary with Section
11
hereof, otherwise consistent with industry standards for the type of services
provided hereunder.
4. Term
of Agreement.
This
Agreement will be effective as of the date of this Agreement and will continue
in effect, unless earlier terminated as set forth in Section 5, until the
Services are completed in accordance with this Agreement.
5.
Default
and Termination.
(a) Default.
Provider shall be in default under this Agreement if either of the following
occur: (i) Provider or any of its officers, directors, employees, or agents
fails to perform or fulfill any term, covenant, or condition contained in this
Agreement and Provider fails to cure such default within three (3) business
days
after Provider has been served with written notice of such default; or (ii)
Provider makes a general assignment for the benefit of creditors. SMG shall
be
in default under this Agreement if SMG fails to perform or fulfill any term,
covenant, or condition contained in this Agreement and SMG fails to cure such
default within three (3) business days after SMG has been served with written
notice of such default. SMG shall not be deemed to be in default under this
Agreement if SMG fails to pay any of the fees due hereunder as a result of
Provider’s default under this Agreement. Nothing herein shall be construed as
excusing either party from diligently commencing and completing a cure within
a
lesser time if reasonably possible.
(b) Termination.
(i) Upon
a
default pursuant to Section 5(a) hereof, the nonbreaching party may, at its
option, upon written notice or demand upon the other party, cancel and terminate
this Agreement.
(ii) Notwithstanding
anything to the contrary contained herein, SMG shall have the right to terminate
this Agreement upon ten (10) days written notice to Provider, in the event
that
the Management Agreement terminates for any reason whatsoever. In such event,
Provider shall be entitled to be paid for its Services rendered hereunder
through the date of such termination.
6.
Insurance.
(a)
Provider
shall, at its own expense, secure and deliver to SMG not less than thirty (30)
days prior to the commencement of this Agreement and shall keep in force at
all
times during the term of this Agreement:
(i) a
commercial general liability insurance policy in form acceptable to SMG covering
the Services being provided hereunder in an amount not less than Five Million
Dollars ($5,000,000) for bodily injury and Five Million Dollars ($5,000,000)
for
property damage;
(ii)
commercial
automotive bodily injury and property damage insurance in form acceptable to
SMG
for business use covering all vehicles operated by Provider, its officers,
directors, agents, and employees in connection with the Services, whether owned
by Provider, SMG, or otherwise, with a combined single limit of not less than
Five Million Dollars ($5,000,000) (including
an extension of hired and non-owned coverage); [and]
(iii)
applicable
workers compensation insurance for Provider’s employees, as required by
applicable law; and
(iv) professional
liability insurance with coverage of at least Five Million Dollars
($5,000,000.00) for claims of negligent errors, acts or omissions by Provider.
(b)
The
following shall apply to the insurance policies described in clauses (i) and
(ii) above:
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(i) SMG
and
Owner shall be named as additional insureds thereunder. Not less than thirty
(30) days prior to the commencement of this Agreement, Provider shall deliver
to
SMG certificates of insurance evidencing the existence thereof, all in such
form
as SMG may reasonably require. Each such policy or certificate shall contain
a
valid provision or endorsement stating, “This policy will not be canceled or
materially changed or altered without first giving thirty (30) days’ written
notice thereof to each of SMG, Risk Management Director, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇
▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇, and ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇.” If any of
the insurance policies covered by the foregoing certificates of insurance will
expire prior to the expiration of this Agreement, Provider shall deliver to
SMG
at least twenty (20) days prior to such expiration a certificate of insurance
evidencing the renewal of such policy or policies.
(ii) The
coverage provided under such policies shall be occurrence-based, not claims
made.
(iii) The
coverage limits on such policies shall be on a per-occurrence basis and, to
the
extent that the coverage under any such policy contains an aggregate limit,
the
amount of such aggregate limit shall be at least twice the coverage limit
provided on a per-occurrence basis under the same policy. In the event any
such
policy contains an aggregate limit, Provider shall be required to notify SMG
immediately, in accordance with the notice provisions of this Agreement, of
the
existence of (1) any outstanding claims having an alleged value and, if
applicable, any accrued, outstanding defense costs related thereto, which
individually or in the aggregate equal or exceed twenty-five percent (25%)
of
the aggregate limit of such policy, and (2) any claims and defense costs related
thereto that have been paid out under any such policy, where such payments
in
the aggregate equal or exceed twenty-five percent (25%) of the aggregate limit
under such policy. In either event described in clause (1) or (2) above,
Provider shall purchase, and shall promptly notify SMG no later than
contemporaneously with the delivery of the above notice that Provider has
purchased, additional insurance to restore the aggregate amount of coverage
originally provided thereunder, and Provider shall deliver to SMG,
contemporaneously with the delivery of the above notice, a certificate of
insurance (which satisfies the requirements of this Section 6), evidencing
the
maintenance of such additional insurance. Should Provider fail to obtain such
additional coverage and to provide evidence thereof to SMG, SMG shall have
the
right, at its sole option, to terminate this Agreement immediately or at such
other time as SMG may specify.
(iv) Provider
hereby acknowledges that the coverage limits contained in any policy, whether
such limits are per occurrence or in the aggregate, shall in no way limit the
liabilities or obligations of Provider under this Agreement, including, without
limitation, Provider’s indemnification obligations under Section 7
below.
(c)
The
terms
of all insurance policies referred to in this Section 6 shall preclude
subrogation claims against SMG and Owner and their respective officers,
directors, employees, and agents.
7.
Indemnification.
(a) Provider
shall indemnify, defend, and hold harmless SMG, Owner, and their respective
officers, directors, agents, and employees from and against any and all losses,
liabilities, claims, damages, and expenses (including reasonable costs of
investigation and attorneys’ fees) (collectively, the “Losses”)
arising from (i) Provider’s failure to comply with any and all federal, state,
foreign, local, and municipal regulations, ordinances, statutes, rules, laws,
and constitutional provisions (collectively, the “Laws”)
applicable to Provider’s performance of this Agreement, (ii) any unlawful acts
on the part of Provider or its officers, directors, agents, employees, or
subProviders, (iii) personal or bodily injury to or death of persons or damage
to the property of SMG or Owner to the extent caused by the negligent acts,
errors, and/or omissions or the willful misconduct of Provider or its officers,
directors, agents, employees, or subProviders, or (iv) the material breach
or
default by Provider or its officers, directors, agents, employees, or
subProviders of any provisions of this Agreement.
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(b) The
provisions set forth in subparagraph (a) above shall survive the termination
of
this Agreement.
8.
Taxes.
Each
party agrees to report and pay its own taxes imposed on its income by any
jurisdiction, including, without limitation, state and federal income
taxes.
9.
Review
and Audit Privileges.
Provider shall keep and preserve, during the term of this Agreement and for
at
least three (3) years following the expiration or termination of this Agreement,
full and accurate books and records (collectively, the “Records”)
relating to the Services it provides to SMG hereunder. Provider shall give
SMG
and its designated representatives (which representatives may include, without
limitation, independent auditors) access to the Records during such period
of
time to review and/or audit the Records, from time to time, upon request.
Provider shall also provide, at Provider’s own expense, copies of all or a
portion of the Records when so requested by SMG. In the event any audit
conducted by an independent auditor demonstrates a variance of more than five
percent (5%) on an annual basis in the amount determined by such auditor to
be
payable to Provider for any of the Services hereunder and the amount actually
paid to Provider for such Services, Provider shall pay to SMG the reasonable
cost of such audit. In any event, Provider shall promptly pay to SMG the amount
of any such variance which results in an overpayment by SMG to
Provider.
10.
Representations
and Warranties.
Provider hereby represents and warrants as follows:
(a)
Provider
has the full power and authority to enter into this Agreement and perform each
of its obligations hereunder.
(b)
Provider
is legally authorized and has obtained all necessary regulatory approvals for
the execution, delivery, and performance of this Agreement.
(c)
No
litigation or pending or threatened claims of litigation exist which do or
might
adversely affect Provider’s ability to fully perform its obligations hereunder
or the rights granted by Provider to SMG under this Agreement.
(d) Provider
is a GSA approved company.
11.
Covenants.
Provider hereby covenants as follows:
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(a) Provider
shall not occupy or use the Facility, nor shall interfere with the activities
of
the Facility, except as is reasonably necessary to perform the Services
hereunder.
(b) Provider
shall not cause or permit any Hazardous Material to be used, stored, or
generated on, or transported to and from the Facility, except with respect
to
such Hazardous Material as may currently exist at the Facility as a result
of
floodwaters resulting from Hurricane ▇▇▇▇▇▇▇.. “Hazardous
Material”
shall
mean, without limitation, those substances included within the definitions
of
“hazardous substances”, “hazardous materials”, “toxic substances”, or “solid
waste” in any Environmental Law, as defined herein.
(1)
Because of potential contamination as a result of the aforesaid floodwaters,
Provider shall ensure that any of its workers are adequately protected from
exposure to any Hazardous Material by utilizing appropriate protective equipment
required under the Occupational Safety and Health Act’s regulatory requirements
set forth at 29 CFR Subpart (Personal Protective Equipment);
(2)
At
all times material hereto, Provider shall handle, treat, store, and dispose
any
Hazardous Material in conformance with all applicable Environmental Laws, as
herein defined.
(3)
Provider shall also comply with any directives, orders, policies and/or guidance
issued by any Government Authority (as herein defined) with respect to
environmental conditions associated with the floodwaters from Hurricane ▇▇▇▇▇▇▇,
and shall revise any of its safety and environmental protocols under any
Environmental Law as a result thereof.
(4)
For
purposes of this Agreement, the following definitions shall apply:
(A)
“Environmental
Laws”
shall
mean any and all existing or future federal, state and local statutes,
ordinances, regulations, rules, executive orders, standards and requirements,
including the requirements imposed by common law, concerning or relating to
industrial hygiene and the protection of health and the environment including,
without limitation: (i) the Comprehensive Environmental Response, Compensation
and Liability act of 1980, as amended, 42 U.S.C. §9601 et seq. (“CERCLA”);
(ii)
the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. §6901
et. seq. (“RCRA”);
(iii)
the Clean Air Act, as amended, 42 U.S.C. §7901 et seq.; (iv) the Clean Water
Act, as amended, 33 U.S.C. §1251 et seq.; (v) the Hazardous Materials
Transportation Act, as amended, 49 U.S.C. §1801 et seq.; (vi) the Toxic
Substance ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇ et seq., as amended (“TSCA”;
and
(vii) the Occupational Safety and Health Act of 1970 (“OSHA”)).
Any
terms mentioned herein which are defined in any applicable Environmental Law
shall have the meanings ascribed to such terms in said laws; provided, however,
that if any of such laws are amended so as to broaden any term defined therein,
such broader meaning shall apply subsequent to the effective date of such
amendment.
(B)
"Governmental
Authority"
shall
mean any nation or government, any state, local or municipal authority or any
political subdivision thereof, and any entity exercising executive, legislative,
judicial, regulatory or administrative function of or pertaining to any of
the
foregoing, and any corporation or other entity owned or controlled by any of
the
foregoing.
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(c) Provider
shall not make any alterations or improvements to the Facility without the
prior
written consent of SMG.
(d) Provider
shall not operate any equipment or materials belonging to SMG without the prior
written approval of SMG.
(e) No
portion of any passageway or exit at the Facility shall be blocked or obstructed
in any manner whatsoever, and no exit door or any exit shall be locked, blocked,
or bolted while the Facility is in use. Moreover, all designated exitways shall
be maintained in such manner as to be visible at all times.
(f) To
the
extent applicable to the Services hereunder, Provider shall make all efforts
to
protect the purchasing, storage, usage, preparation and/or serving of any items
which comprise or included in the Services, and to protect the provision of
any
of the Services hereunder, from adulteration or contamination, whether from
terrorist acts or otherwise. SMG will cooperate with Provider in connection
with
the foregoing. Provider shall immediately notify SMG of the occurrence of any
such adulteration or contamination and of the steps taken and to be taken by
Provider to control the spread of, and to eliminate, such adulteration or
contamination. Provider shall be responsible for reimbursing SMG and the Owner
for the costs, expenses and liabilities incurred by SMG and the Owner arising
as
a result of such adulteration or contamination.
12.
Construction
of this Agreement.
(f)
Choice
of Law.
This
Agreement shall be deemed to be made, governed by, and construed in accordance
with the laws of Louisiana, without giving effect to the conflicts of law
principles thereof.
(g)
Paragraph
Headings.
The
paragraph headings are inserted herein only as a matter of convenience and
for
reference and in no way are intended to be a part of this Agreement or to
define, limit, or describe the scope or intent of this Agreement or the
particular paragraphs hereof to which they refer.
(h)
Entire
Agreement; Amendments.
This
Agreement (including all Exhibits and other documents and matters annexed hereto
or made a part hereof by reference) contains all of the covenants, agreements,
terms, provisions, and conditions relating to the rights and obligations of
SMG
and Provider with respect to the Facility. No alterations, amendments, or
modifications hereof shall be valid unless executed by an instrument in writing
by the parties hereto.
(i)
Severability.
If any
provision or a portion of any provision of this Agreement is held to be
unenforceable or invalid by a court of competent jurisdiction, the validity
and
enforceability of the enforceable portion of any such provision and/or the
remaining provisions shall not be affected thereby.
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(j)
Successors.
This
Agreement shall be binding upon, and shall inure to, the benefit of the
successors and assigns of SMG, and to such successors and assigns of Provider
as
are permitted to succeed to the Provider’s right upon and subject to the terms
hereof.
(k)
Independent
Provider; No Partnership.
SMG and
Provider shall each be and remain an independent Provider with respect to all
rights and obligations arising under this Agreement. Nothing herein contained
shall make, or be construed to make, SMG or Provider a partner of one another,
nor shall this Agreement be construed to create a partnership or joint venture
between and of the parties hereto or referred to herein.
(l)
Singular
and Plural.
Whenever the context shall so require, the singular shall include the plural,
and the plural shall include the singular.
13. Miscellaneous.
(a) Waiver.
The
failure of any party to enforce any of the provisions of this Agreement, or
any
rights with respect hereto, or the failure to exercise any election provided
for
herein, will in no way be considered a waiver of such provisions, rights, or
elections, or in any way affect the validity of this Agreement. The failure
of
any party to enforce any of such provisions, rights, or elections will not
prejudice such party from later enforcing or exercising the same or any other
provisions, rights, or elections which it may have under this
Agreement.
(b) Assignment.
Neither
this Agreement nor any of the rights or obligations hereunder may be assigned
or
transferred in any manner whatsoever by Provider without the prior written
consent of SMG. SMG shall be entitled to assign its rights and obligations
hereunder to Owner or to any other management company retained by Owner to
manage the Facility, and in such event, SMG shall have no further liability
to
Provider hereunder for the performance of any obligations or duties arising
after the date of such assignment.
(c) Notices.
Any
notice, consent, or other communication given pursuant to this Agreement shall
be in writing and shall be effective either (i) when delivered personally to
the
party for whom intended, (ii) upon delivery by an overnight courier service
that
is generally recognized as reliable, and the written records maintained by
the
courier shall be prima facie evidence of delivery, or (iii) on delivery (or
attempted delivery) by certified or registered mail, return receipt requested,
postage prepaid, as of the date shown by the return receipt; in any case
addressed to such party as set forth below or as a party may designate by
written notice given to the other party in accordance herewith.
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If
to SMG:
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SMG
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▇.▇.
▇▇▇ ▇▇▇▇
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▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Attention:
General Manager of Louisiana Superdome
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with
a copy to:
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SMG
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▇▇▇
▇. ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Attention:
General Manager of Louisiana Superdome
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If
to Provider:
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Summit
Environmental Corp.
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▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
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Attention:
▇▇▇▇▇ ▇▇▇▇▇▇
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(d) Cooperation/Mediation.
(i) The
parties desire to cooperate with each other in the performance of their
respective duties pursuant to the terms of this Agreement . In keeping with
this
cooperative spirit and intent, any dispute arising hereunder will first be
referred to the parties’ respective agents or representatives prior to either
party initiating a legal suit, who will endeavor in good faith to resolve any
such disputes within the limits of their authority and within ten (10) days
after the commencement of such discussions. If and only if any dispute remains
unresolved after the parties have followed the dispute resolution procedure
set
forth above and if the parties mutually agree to submit such dispute to
mediation, then the matter will be resolved pursuant to Section 13(d)(ii) and
(iii) below; otherwise, either party can initiate litigation or terminate this
Agreement as provided in Section 5 hereof.
(ii) If
any
dispute between the parties has not been resolved pursuant to Section 13(d)(i)
above, the parties will endeavor to settle the dispute by mediation under the
then current Center for Public Resources (“CPR”)
model
procedure for mediation of business disputes or, if such model procedure no
longer exists, some other mutually agreeable procedure. Within ten (10) business
days from the date that the parties cease direct negotiations pursuant to
Section 13(d)(i) above, SMG shall select a neutral third party mediator, who
shall be subject to the reasonable approval of Provider. Each party will bear
its own cost of mediation; provided,
however,
the
cost charged by any independent third party mediator will be borne equally
by
the parties.
(iii) The
parties agree that any mediation proceeding (as well as any discussion pursuant
to Section 13(d)(i) above) will constitute settlement negotiations for purposes
of the federal and state rules of evidence and will be treated as
non-discoverable, confidential, and privileged communication by the parties
and
the mediator. No stenographic, visual, or audio record will be made of any
mediation proceedings or such discussions. All conduct, statements, promises,
offers, and opinions made in the course of the mediation or such discussion
by
any party, its agents, employees, representatives, or other invitees and by
the
mediator will not be discoverable nor admissible for any purposes in any
litigation or other proceeding involving the parties and will not be disclosed
to any third party.
(iv) The
parties’ efforts to reach a settlement of any dispute will continue until the
conclusion of the mediation proceeding. The mediation proceeding will be
concluded when: (i) a written settlement agreement is executed by the parties;
(ii) the mediator concludes and informs the parties in writing that further
efforts to mediate the dispute would not be useful; or (iii) the parties agree
in writing that an impasse has been reached. Notwithstanding the foregoing,
either party may withdraw from the mediation proceeding without liability
therefor in the event such proceeding continues for more than forty-five (45)
days from the commencement of such proceeding. For purposes of the preceding
sentence, the proceeding will be deemed to have commenced following the
completion of the selection of a mediator as provided in Section 13(d)(ii).
8
(v) If
any
dispute has not been resolved pursuant to the foregoing, either party can
initiate litigation and/or terminate this Agreement as provided in Section
5
herein. The procedure specified in this Section 13(d) shall be the sole and
exclusive procedures for the resolution of disputes between the parties arising
out of or relating to this Agreement; provided,
however,
that a
party, without prejudice to the above procedures, may file a complaint to seek
a
preliminary injunction or other provisional judicial relief, if in its sole
discretion such action is necessary to avoid irreparable damage or to preserve
the status quo. Despite such action, the parties will continue to participate
in
good faith in the procedures specified in this Section 13(d).
(vi) All
applicable statutes of limitation and defenses based upon the passage of time
shall be tolled while the procedures specified in this Section 13(d) are
pending. The parties will take such action, if any, required to effectuate
such
tolling. Each party shall be required to perform its obligations under this
Agreement pending final resolution of any dispute arising out of or relating
to
this Agreement, unless to do so would be impossible or impracticable under
the
circumstances.
(e) Force
Majeure.
If any
casualty or unforeseeable cause beyond the control of SMG and the Owner,
including, without limitation, acts of God, fires, floods, epidemics, quarantine
restrictions, terrorist acts, strikes, failure of public utilities, or unusually
severe weather, prevents the performance of this Agreement by SMG and Owner,
SMG
is hereby released by Provider from any damage so caused thereby.
(f)
Property
of SMG.
To the
extent that any materials are developed or prepared by Provider in connection
with the performance of its obligations hereunder, then such materials shall
be
deemed to be a part of this Agreement and shall be and remain the property
of
SMG at all times, notwithstanding the expiration or termination of this
Agreement at any time for any reason.
IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
as
of the day and year first written above.
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SMG
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Summit
Environmental Corporation, Inc.
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By:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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By:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
GM Superdome/Arena
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Title:
CEO
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9
EXHIBIT
A TO SERVICE AGREEMENT
NEW
ORLEANS ARENA
SERVICES
The
Services shall consist of removal and proper disposal of Biological wastes
including blood, human excrement, used medical supplies and other trash in
the
New Orleans Arena, as well as a general cleaning of the exterior parking lot
#4.
The work shall consist of furnishing all required supervision, labor, materials,
tools, fueled and operated equipment, permits, insurance and taxes, unless
otherwise specified herein for completion of the work as detailed and
noted.
Caveat.
In
general the work includes, but is not limited to, the following items of work.
Similar items, in addition to those hereinafter listed, may also be part of
the
work and it is the Provider’s responsibility to provide their own estimates for
bidding purposes.
The
cleaning process shall include removal of all trash and biological wastes from
all areas of the Arena including bathrooms and shower rooms. Biological wastes
including blood, human excrement, used medical supplies and medical sharps
were
observed at various locations within the facility. All medical wastes will
be
properly bagged and disposed of in accordance with applicable laws and
regulations.
In
addition, visible mold growth is present on the surfaces of furniture in many
areas of the facility and the Provider will be responsible for protecting their
personnel from mold hazards during the performance of the work
scope.
The
Provider shall provide all necessary facilities for its personnel during the
execution of the work. This includes all utilities, such as electrical power,
water.
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EXHIBIT
B TO SERVICE AGREEMENT
NEW
ORLEANS ARENA
FEES
This
work
shall be performed on a reimbursable Time & Material basis with the Provider
being compensated based on daily time sheets and equipment operating logs.
All
daily time sheets and equipment operating logs must be approved daily by the
onsite SMG representative in order for the Provider to be compensated.
Compensation rates shall be in accordance with GSA Schedule 426-4F and Schedule
73 507 99. Ancillary equipment and material not covered above shall be billed
at
market in accordance with GSA requirements.
The
anticipated cost for these services will be approximately $100,000. Should
this
figure be reached, both parties shall agree on additional services and an
approximate cost.
Provider
shall be responsible to assure adherence to all Health and Safety rules and
regulations in accordance with local, state and Federal requirements in
connection with the Services. The Provider shall provide a designated health
and
safety person to be on site at all times during the execution of this work
and
shall prepare and administer under the direction of a Certified Industrial
Hygienist (CIH) a site specific health and safety program for the
cleanup.
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EXHIBIT
C TO SERVICE AGREEMENT
NEW
ORLEANS ARENA
STANDARD
OF CARE
Disposal
of the removed material shall be in accordance with all applicable state, local
and Federal laws, rules, regulations and requirements.
Provider
shall comply with all requirements of the OSHA Bloodborne Pathogen Standard
(i.e. 29CFR1910.1030). This will entail the completion of a written Exposure
Control Plan; following universal precautions and providing the appropriate
vaccinations to the personnel with potential exposure to these materials.
12