HomeMy WebLinkAboutContract 53085 City Secretary Contract No. 1153095
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FORT O RT H,
RECEIVED
NOV 15 2019
CITY OF FORT WORTH
CITY SECRETARY
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation and ES
Squared, , LLC ("Vendor"), a limited liability company each individually referred to as a "party" and
collectively referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule;and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A,B and C,which are attached hereto and incorporated herein,are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1. Scope of Services. Vendor shall provide City a full range of occupational health and safety
consulting services, occupational health and safety training services and occupational health care services.
Exhibit"A,"- Scope of Services more specifically describes the services to be provided hereunder.
2. Term. This Agreement shall begin on January 1,2020("Effective Date")and shall expire
on December 31, 2024(`Bxpiration Date"), unless terminated earlier in accordance with this Agreement
("Initial Term"). City shall have the option, in its sole discretion,to renew this Agreement under the same
terms and conditions,for up to two(2) one-year renewal options,at City's sole discretion.
3. Compensation. City shall pay Vendor in accordance with the fee schedule of Vendor
personnel who perform services under this Agreement in accordance with the provisions of this Agreement
and Exhibit`B,"—Price Schedule. Total payment made under this Agreement for the [first] year by City
shall be in an amount up to seventy-seven thousand five hundred dollars and 00/100 ($77,500.00).
Payments for the following years shall be as described in Exhibit B.Vendor shall not perform any additional
services or bill for expenses incurred for City not specified by this Agreement unless City requests and
approves in writing the additional costs for such services.City shall not be liable for any additional expenses
of Vendor not specified by this Agreement unless City first approves such expenses in writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termi lation.
OFFICIAL RECORD
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Vendor Services Agreement
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City Secretary Contract No.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever,except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to
the effective date of termination and Vendor shall continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor shall provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has
made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's
services under this Agreement. In the event that any conflicts of interest arise after the Effective
Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in
writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,
agrees that it shall treat all information provided to it by City("City Information")as confidential
and shall not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access,modify, delete or otherwise corrupt City
Information in any way. Vendor shall notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. RiEht to Audit. Vendor agrees that City shall,until the expiration of three(3)years after
final payment under this contract, or the final conclusion of any audit commenced during the said three
years,have access to and the right to examine at reasonable times any directly pertinent books,documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
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relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during
normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this section. City shall give
Vendor reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors and subVendors. Vendor acknowledges that the doctrine of respondeat superior shall
not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any
officers, agents, servants, employees or subVendor of Vendor. Neither Vendor, nor any officers, agents,
servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City.
Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself,
and any of its officers, agents, servants, employees or subVendor.
8. Liability and Indemnification.
8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR,ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SERVANTSAND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS(INCL UDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCL UDING DEATH, TO ANY AND ALL PERSONS, ARISING O UT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement,it being understood that this agreement to defend,settle or pay shall not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor shall have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City shall have the right to fully participate in any and all such settlement,
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negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City shall have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor shall fully participate and
cooperate with City in defense of such claim or action. City agrees to give Vendor timely
written notice of any such claim or action,with copies of all papers City may receive relating
thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses
shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined
or restrained or,if as a result of a settlement or compromise,such use is materially adversely
restricted,Vendor shall,at its own expense and as City's sole remedy,either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non-infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible,and functionally equivalent non-infringing software and/or documentation at no
additional charge to City; or(d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee shall execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement
prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a
written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor shall provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any work pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
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$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000- Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease;policy limit
(d) Professional Liability(Errors& Omissions):
$1,000,000 - Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name City as an additional insured thereon, as its interests may appear.The term
City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium.Notice shall be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas.All insurers must have a minimum rating of A-VII
in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial
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strength and solvency to the satisfaction of Risk Management. If the rating is
below that required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws,
ordinances,rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances,rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subVendors and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law.IF ANY CLAIM ARISES FROM
AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR,ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or(3)received by the other party by United States Mail, registered,return receipt requested,
addressed as follows:
To CITY: To VENDOR:
City of Fort Worth ES Squared,LLC
Attn: Assistant City Manager for IT Attn: Albert Mitchell
200 Texas Street President& Chief Executive Officer
Fort Worth,TX 76102-6314 530 S. Carrier Pkwy, Suite 310
Facsimile: (817) 392-8654 Grand Prairie,TX 75051
Facsimile: (972)606-0898
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing,this provision shall not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
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15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law/Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas.If any action,whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Maieure. City and Vendor shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority,transportation problems and/or any other similar causes.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the
scope of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this
Agreement or Exhibits A,B, and C.
22. Amendments/Modifications/Extensions. No amendment, modification, or extension
of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the
entire understanding and agreement between City and Vendor, their assigns and successors in interest, as
to the matters contained herein.Any prior or contemporaneous oral or written agreement is hereby declared
null and void to the extent in conflict with any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall,for all purposes,be deemed an original,but all such counterparts shall together constitute
one and the same instrument.
25. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty(30) days from the date that the services are completed. In such event, at Vendor's
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option, Vendor shall either(a)use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
26. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City,Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports,
T
work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in
conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City
shall be the sole and exclusive owner of all copyright,patent,trademark,trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first).Each copyrightable aspect of the Work Product shall be considered a"work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product,or any part thereof, is not considered a"work-made-for-hire"within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product,and all copies thereof,and in and to the copyright,patent,trademark,trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due,or rights of retention thereto on the part of City.
28. Signature Authority. The person signing this Agreement hereby warrants that he/she has
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto,may be executed by any authorized representative of Vendor whose
name, title and signature is affixed on the Verification of Signature Authority Form, which is attached
hereto as Exhibit"C".Each party is fully entitled to rely on these warranties and representations in entering
into this Agreement or any amendment hereto.
29. Change in Company Name or Ownership. Vendor shall notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records.The president of Vendor or authorized official must sign the letter.A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
30. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2270 of the Texas Government Code,the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
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not boycott Israel; and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"
and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this contract,Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1)does not boycott Israel; and (2)will not boycott Israel during
the term of the contract.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
(signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
B ��/ /�� / responsible for the monitoring and administration of
Y this contract, including ensuring all performance and
Name: reporting requirements.
Title: Assistant City Manager ®p
Date: / ✓� 20 l By, r—�/` lvJ A6
Name: C.{. /_ tt 14^S
APPROVAL RECOMMENDED: Title: A At&#Afh a r
APPROVED AS TO FORM AND LEGALITY:
By:
Name: ci r\T�� , art-
Title: v2� �,IT �jlti— By. 2, 114
Name:
ATTEST: Title: Assistant City orney
CONTRACT AUTHORIZATION:
M&C: 7t0 n-0Q3$ 1011SWI
By:
Name: _�' 6 lags: a0►�-5331at g
Title: City Secretary
VENDOR:
ES S uar
By:
Name: f}LB�a-T
Title: C-E-z SPA 41,%6 d-7
Date: L. , 20 ( I
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
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EXHIBIT A
SCOPE OF SERVICES
A.I. OCCUPATIONAL HEALTH AND SAFETY CONSULTING SERVICES
A.1.1 Professional Degrees, Certifications /Designations. The VENDOR shall employ
one or more professionals who possess any one or more of the following professional
degrees, certifications or designations to serve as professional consultants to the
CITY:
Degree from an accredited college,university or technical trade school with a major or
emphasis in occupational health, safety, and/or environmental management.
Associate Safety Professional(ASP)and/or Certified Safety Professional(CSP)from
the Board of Certified Safety Engineers
Certified Safety and Health Official(CSHO)for General Industry and/or Construction
Industry; Certified Environmental Specialist from an OSHA approved Training
Institute Education Center
Other related degree, certification and/or professional designation from a nationally
recognized accrediting organization.
PLUS
Demonstrated experience in providing occupational health, safety and/or
environmental consulting services for a large organization, particularly a large
municipality.
A.1.2 Equipment and Facilities.VENDOR shall possess or have capability to obtain any
and all equipment necessary to provide occupational health and safety consulting
services. This includes any personal protective equipment, testing, calibrating and
monitoring equipment necessary for VENDOR employees to properly service the
CITY's account. Occupational health and safety consulting services shall be
performed on-site at CITY facilities,however VENDOR shall have the capability to
provide their own facility and equipment as necessary to conduct tests, write
consultation reports and file such reports with the CITY's Risk Management
Division.
A.1.3 Services to be Performed. The City of Fort Worth has adopted by reference only
the following standards from the U.S. Code of Federal Regulations,29 CFR:
Part 1910-General Industry and
Part 1926 -Construction Industry
Accordingly,the CITY may require VENDOR to provide a full range of occupational health and safety
consulting services related to these federal standards.VENDOR shall employ and provide to the CITY
one or more qualified professionals as may be required by CITY to serve as consultant(s)to CITY
departments and employees regarding these OSHA standards and the development and implementation of
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policies,programs and procedures by the various CITY departments
A.1.4 Billing for Services Provided. CITY anticipates that approximately 1000 hours of
consulting time will be required on an annual basis.VENDOR shall bill the CITY for
actual time worked in the performance of consulting services to the CITY.
A.2. OCCUPATIONAL HEALTH ANQ SAFETY TRAINING SERVICES
A.2.1 Professional Degrees, Certifications /Designations. The VENDOR shall employ
one or more professionals who possess any one or more of the following to serve as
professional safety trainers to the CITY:
Certified Environmental, Safety&Health Trainer from the Board of Certified Safety
Professionals
Other certification or designation from a similar nationally recognized health and
safety accrediting organization.
AND/OR
Degree from an accredited college,university or technical trade school with a major or
emphasis in occupational health, safety, and/or environmental management.
Associate Safety Professional (ASP)and/or Certified Safety Professional(CSP)from
the Board of Certified Safety Professionals
Certified Safety and Health Official(CSHO)for General Industry and/or Construction
Industry; Certified Environmental Specialist from an OSHA approved Training
Institute Education Center
Other related degree, certification and/or professional designation from a nationally
recognized accrediting organization.
PLUS
Demonstrated experience in providing occupational health, safety and/or
environmental training for a large organization, particularly a large municipality.
A.2.2 Equipment and Facilities.VENDOR shall possess or have capability to obtain any
and all equipment necessary to provide occupational health and safety training
services. This includes any personal protective equipment, testing, calibrating and
monitoring equipment necessary for VENDOR employees to properly service the
CITY's account. Occupational health and safety training services normally shall be
performed on-site at CITY facilities,however VENDOR shall have the capability to
provide other facilities and equipment as necessary to provide occupational health,
safety and environmental training services to CITY employees and to the CITY's
Risk Management Division.
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A.2.3 Services to be Performed. CITY may require the professional safety consultants
employed by CONSULTANT to provide training regarding topics and issues related
to OSHA standards and/or CITY health, safety and environmental policies,
procedures, rules and/or workplace practices. Such training shall be adapted to the
CITY's needs and requirements, but shall generally comply with the requirements
specified in the following:
"Training Requirements and OSHA Standards", OSHA Publication #2254-09R
2015. Link: https://www.osha.g_ov/Publications/osha2254.pdf
Specific components of this training shall be adapted to the CITY's requirements and
specifications, and may be concentrated on the CITY's occupational exposures that
require employee training as specified in following:
General Industry 29 CFR 1910
Construction Industry 29 CFR 1226
29 CFR 1960 FEDERAL EMPLOYEE PROGRAMS but adapted for
Municipal Employees:
Subpart F—Occupational Safety and Health Committees
Subpart H—243 1960.54 Training of top management;
and 1960.55 Training of supervisors.
A.2.4 Billing for Services Provided. CITY anticipates that approximately 1000 hours of
time will be required on an annual basis to perform occupational health and safety
training services. VENDOR shall bill the CITY for actual time worked in the
performance of occupational training services to the CITY.
Alternate Billing for Services Provided. CITY anticipates that approximately 1000
hours of time will be required on an annual basis to perform occupational health and
safety training services. VENDOR shall bill the CITY on a flat fee basis per each
training course provided in the following increments:
1-Hour Course
2-Hour Course
4-Hour Course
8-Hour Course
A.3 BILLING FOR SERVICES
VENDOR shall bill for services based on the Proposed Service Fees and Charges Schedule
for actual services performed, as presented in Exhibit B.
Vendor Services Agreement Page 13 of 15
City Secretary Contract No.
EXHIBIT B
PRICE SCHEDULE
Payment for Services--Maximum Annual Not Exceed Amount
Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7
$77,500 $79,825 $82,220 $84,687 $87,228 $89,845 $92,540
B.1, OCCUPATIONAL HEALTH AND SAFETY CONSULTING FEES
Hourly Fee Amount per Each Service Performed
Contract Contract Contract Contract Contract Contract Contract
Service Description Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7
Professional Consultations
$155.00 $159.65 $164.44 $169.37 $174.46 $179.69 $185.08
Hourly Rate Fee
B.Z, OCCUPATIONAL HEALTH AND SAFETY TRAINING FEES
Fee Amount per Hour of Service Performed
Contract Contract Contract Contract Contract Contract Contract
Service Description Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7
Professional Health&
Safety Trainer's Hourlv $155.00 $159.65 $164.44 $169.37 $174.46 $179.69 $185.08
Rate Fee
Vendor Services Agreement Page 14 of 15
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
ES Squared, LLC
530 5. Carrier Pkwy, Suite 310
Grand Prairie, Texas 75051
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority.City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
Vendor Services Agreement—Exhibit C Page 15 of 15
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 10/15/19 M&C FILE NUMBER: M&C 19-0238
LOG NAME: 13P19-0159 OCCUPATIONAL HEALTH AND SAFETY SERVICES HR JPB
SUBJECT
Authorize Execution of Agreements with ES Squared, LLC and Occupational Health Centers of the Southwest, P.A.d/b/a Concentra Medical
Centers for Occupational Health and Safety Services in a Combined Annual Amount Up to$461,066.00 with a Five-Year Initial Term and Authorize
Two One-Year Renewal Options for the Human Resources Department(ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of agreements in a combined annual amount up to$461,066.00 with a five-year
initial term and two one-year renewal options for the Human Resources Department with:
i)ES Squared,LLC for occupational health and safety consulting and training services;and
ii)Occupational Health Centers of the Southwest, P.A.d/b/a Concentra Medical Centers for occupational health and safety care services.
DISCUSSION:
The Human Resources Department(HRD)approached the Purchasing Division to secure agreements for occupational health and safety services.
The services include:
• Provide consultants to City departments regarding Occupational Safety and Health Administration(OSHA)standards;
• Develop and implement policies,programs and procedures related to OSHA;
• Provide training regarding topics and issues related to OSHA standards and/or City health,safety and environmental policies, procedures,
rules and/or workplace practices;and
• Provide physical exams:fitness for duty exams and/or other assessments,drug screening,alcohol testing,clinical testing,exposure control
program,commercial driver's license program and medical surveillance program.
Staff issued a Request for Proposals(RFP)that consisted of detailed scope of services.The RFP was advertised in the Fort Worth Star-Telegram
every Wednesday starting on June 12,2019 through July 10,2019.Seventeen vendors were solicited from the purchasing database;six
responses were received.
The proposals were thoroughly reviewed by an evaluation team separately for consultation,training and care services.The evaluation team ranked
the proposals based on pre-defined factors.The evaluation team determined the following vendors provide the best overall solution to the listed
services:
i)ES Squared,LLC for occupational health and safety consulting and training services;and
ii)Occupational Health Centers of the Southwest, P.A.d/b/a Concentra Medical Centers for occupational health and safety care services.
ES Squared, LLC: Maximum Annual Not Exceed Amount
Year Year Year Year4 Year Year6 Year
$77,500 $79,825 $82,220 $84,687 $87,228 $89,845 $92,540
Occupational Health Centers of the Southwest,P.A.d/b/a Concentra Medical:
Maximum Annual Not Exceed Amount
Year Year Year Year4 Year Year6 Year
$275,000 $288,750 $303,188 $318,347 $334,264 $350,977 $368,526
An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City
Code and does not require specific City Council approval as long as sufficient funds have been appropriated
Upon City Council approval and execution of contracts,the initial five-year term of these contracts shall begin.Contracts may be renewed up to
two one-year terms at the City's sole discretion.This action does not require specific City Council approval provided that sufficient funds are
appropriated for the City to meet its obligations during the renewal period. No guarantee was made that a specific amount of these services will be
purchased.
A waiver of the goal for MBE/SBE sub-contracting was requested by the Purchasing Division and approved by the M/WBE Office, in accordance
with the BDE Ordinance, because the purchase of goods or services is from sources where sub-contracting or supplier opportunities are
negligible.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon adoption of the Fiscal Year 2020 budget by the City Council,that funds will be available in the Fiscal
Year 2020 budget,as appropriated,of the General Fund. Prior to expenditure being made,the Human Resources Department has the
responsibility to validate the availability of funds.
Submitted for City Manager's Office by. Kevin Gunn 2015
Originating Business Unit Head: Reginald Zeno 8517
Additional Information Contact: Cynthia Garcia 8525
John Padinjaravila Baby 2279