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HomeMy WebLinkAboutContract 56477 CSC No.56477 Fo WO H. VENDOR SERVICES AGREEMENT Ventrex Environmental Services,LLC 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,acting by and through its duly authorized Assistant City Manager, and VENTREX ENVIRONMENTAL SERVICES, LLC ("Vendor"), a TEXAS LIMITED LIABILITY COMPANY and acting by and through its duly authorized representative, 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; 4. Exhibit C—Bid Response; and 5. Exhibit D—Verification of Signature Authority Form. In the event of conflict between the terms and conditions of this agreement and Exhibits A through C,then the terms and conditions of this Agreement shall control. 1. Scope of Services. Contractor shall provide all necessary labor, material, and equipment for the collection and disposal of United States Department of Agriculture (USDA) garbage and medical waste ("Services"), which are set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2. Term. This Agreement begins on November 15t1i 2021 ("Effective Date") and expires on November 14'1i 2022 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option,in its sole discretion,to renew this Agreement under the same terms and conditions,for up to four(4)one-year renewal option(s)(each a"Renewal Term"). 3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement will not exceed Fifty-Thousand Dollars ($50,000.00). Vendor will 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 will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement 1 of 54 Ventrex Environmental Services LLC 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 termination. 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 will 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 will pay Vendor for services actually rendered up to the effective date of termination and Vendor will 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 will 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 will 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 will treat all information provided to it by City ("City Information") as confidential and will 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 will promptly notify Vendor.It will be the responsibility of Vendor 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. 5.4 Unauthorized Access.Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must 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 will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City will,until the expiration of three (3)years after final payment under this Agreement,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, Vendor Services Agreement 2 of54 Ventrex Environmental Services LLC papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor will 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 will 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 subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City,its officers,agents,servants and employees,and Vendor,its officers,agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City.Vendor will 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,contractors,or contractors. 8. Liability and Indemnification. 8.1 LIABILITY- VENDOR WILL 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, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 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(INCLUDING ALLEGED 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 OUT 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,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 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 will 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 will have the right to conduct the defense of any such claim or action and all Vendor Services Agreement 3 of54 Ventrex Environmental Services LLC negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlement, 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 will 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 will 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 will 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 will, 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. Assienment and Subcontractine. 9.1 Assignment. Vendor will 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 will 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 will be 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,the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with cer ificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000- Aggregate Vendor Services Agreement 4 of54 Ventrex Environmental Services LLC (b) Automobile Liability: $1,000,000- Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle"will 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 Services are 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 must 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 must be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees,officers,officials,agents,and volunteers in respect to the contracted services. (b) The workers' compensation policy must 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 must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium.Notice must 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 Vendor Services Agreement 5 of 54 Ventrex Environmental Services LLC in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial 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 will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws,Ordinances,Rules and Reeulations. Vendor agrees that in the performance of its obligations hereunder, it will 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 must immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors,subcontractors,and successors in interest,as part of the consideration herein,agrees that in the performance of Vendor's duties and obligations hereunder, it will 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, CONTRACTORS, SUBCONTRACTORS, 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 will 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 Ventrex Environmental Services,LLC. Attn: Assistant City Manager Attn: John David Rodriguez,Owner 200 Texas Street 404 Thomas Place Fort Worth,TX 76102-6314 Everman,TX 76140 Facsimile: (817) 392-8654 Email: ventrexsupport@ventrex-es.net Phone Number: 817-615-4080 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Employees. Neither City nor Vendor will, 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. Vendor Services Agreement 6 of54 Ventrex Environmental Services LLC Notwithstanding the foregoing,this provision will not apply to an employee of either parry who responds to a general solicitation of advertisement of employment by either party. 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 does 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 will 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 will 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 will not in any way be affected or impaired. 19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but will 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; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems;restraints or prohibitions by any court,board,department,commission,or agency of the United States or of any States;civil disturbances;other national or regional emergencies;or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected(collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance,as soon as reasonably possible after the occurrence of the Force Majeure Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only,will 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 will 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 will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts. This Agreement may be executed in one or more counterparts and each Vendor Services Agreement 7 of54 Ventrex Environmental Services LLC counterpart will, for all purposes,be deemed an original,but all such counterparts will together constitute one and the same instrument. 24. 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 option, Vendor will 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. 25. Immigration Nationality Act. Vendor must 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 will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must 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 WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS.City,upon written notice to Vendor,will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers,procedures,guides, and documentation that are created,published,displayed,or produced in conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City will 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 will 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 will 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. 27. Signature Authority. The person signing this Agreement hereby warrants that they have 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.Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Company Name or Ownership. Vendor must 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. Vendor Services Agreement 8 of 54 Ventrex Environmental Services LLC 29. 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 2271 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 not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel" and"company"has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, 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 Agreement. 30. Prohibition on Boycotting Energy Companies. Vendor acknowledges that, in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company"have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity"and "firearm trade association"have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions (e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via software such as Adobe Sign. 33. Entirety of Agreement. This Agreement 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. (Signature Page Follows) Vendor Services Agreement 9 of 54 Ventrex Environmental Services LLC IN WITNESS WHEREOF,the parties hereto have executed this agreement,to be effective the day the Assistant City Manager signs this Agreement. FOR CITY OF FORT WORTH: FOR VENDOR: Valerie Washington(Oct 15,202115:26 CDT) John-David Rodriguez,Sr.(Oct 13,2CTI16:16 CDT) Valerie Washington Name: John David Rodriguez Assistant City Manager Title: Owner Date: Oct 15,2021 Date: 10/13/2021 RECOMMENDED Cody M i en burg(Oc 3,202116:53 CDT) Name: Cody Whittenburg x"* OR lta �o00F 0 Title: Assistant Code Compliance Director ��o %00��� Date: Oct 13,2021 g o i1�0 0 0 APPROVED AS TO FORM AND ATTEST: � o o� �d LEGALITY00000 4-Q nEXAsoap Christopher Austria,Assistant City Attorney Ronald Gonzales,Assistant City Secretary Date: Oct 15,2021 Date:Oct 15,2021 Contract Compliance Manager: M&C No.:N/A 1295: 2021-789352 By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. .d - roger grantham(Oct 13,202116:29 CDT) Name: Roger Grantham Title: Code Compliance Environmental Supervisor OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement 10 of 54 Ventrex Environmental Services LLC EXHIBIT A SCOPE OF SERVICES 1.0 VENDOR SHALL MEET THE FOLLOWING REOITIREMENTS 1.1 Vendor shall perform the transportation and treatment of biomedical waste generated at City of Fort Worth facilities and from services provided by the City.Treatment of biomedical wastes must be in accordance with a treatment method identified in Title 25 Part I Chapter I Subchapter K Rule§1.133,DEFINITION, TREATMENT,AND DISPOSITION OF SPECIAL WASTE FROM HEALTH CARE-RELATED FACILITIES.Biomedical waste shall include sharp,hypodermic needles,syringes,microbial cultures,tissue cultures,animal tissue,laboratory containers,slides and any other waste that meet the definition of Regulated waste under 29 Code of Federal Regulations(CFR)1910.1030. 1.2 Vendor shall be in the workplace for a minimum of two(2)years. 1.3 Vendor shall provide sharps boxes,burn boxes and lines on a one-for-one basis at the time of biomedical waste pick-up and on an"as-needed"basis within ten(10)business days of beingnotified. 1.4 Vendor shall ensure that all work,including container delivery and biomedical waste transportation,is completed within ten(10)business days from the time this Vendor is notified by the City. 1.5 Vendor shall be responsible for biomedical waste being properly loaded on the transportation equipment unless other provisions are specified.Vendor shall determine and provide the weight for each container and include this information on or with the manifests. 1.6 During the term of this Agreement, Vendor shall submit copies of all formal written notices of violation concerning noncompliance of operating permits that occur at Treatment, Storage, Disposal Facilities (TSDF) used to dispose City waste streams Notices of violation shall be sent to the City within thirty (30)days from the day the notice was issued. 1.7 Vendor routine tasks shall include the following: 1.7.1 Provide paperwork and documentation needed to completewaste shipments; 1.7.2 Provide to the US Customs&Border Protection notification following each nick-up of "USDA Regulated Garbage"with total pounds disposed; 1.7.3 Provide on-site pickup of waste within three(3)business days of the request from the City. If request is made after NOON,then the 3-day clock starts the following businessday; 1.7.4 Collect,package(containerizing),and label USDA Regulated Garbage; 1.7.5 Provide transportation services for wastes to disposal facilities; 1.7.6 Dispose of USDA Regulated Garbage by incineration or steam sterilization,whicheveris agreed upon; 1.7.7 Provide invoices per shipment site that clearly identify shipment address,shipmentdate, manifest(s)number,quantity of USDA Regulated Garbage,total pounds disposed,etc.; 1.7.8 Provide City fully executed Waste Manifests within 35 days of pickup date; 1.7.9 Provide Certificates of Destruction(CD)to the City within 60 days of pickup date;and; Vendor Services Agreement 11 of54 Ventrex Environmental Services LLC 1.7.10 Provide monthly"Waste"Shipment/Handling/Disposal Summaries"within five(5)calendar days of the close of the calendarmonth. 1.8 Staffing Requirements 1.8.1 Vendor shall provide a minimum of one (1) field technician for shipments containing less than 50 containers and a minimum of two(2)field technicians for shipments greater than 50 containers. 1.8.2 Vendor shall provide a single point of contact for shipment requests/scheduling. 1.8.3 Vendor shall be required to ensure that all personnel handling,transporting,disposing or supervising the handling,transporting,disposing of the USDA Regulated Garbage is fully trained fully approved by the local Department of Homeland Security-Customs and Border Protection-Agriculture Quarantine Inspection PortDirector. 2.0 BIOMEDICAL WASTE 2.1 All biomedical waste shall be collected from a central location at 5000 Martin Luther King Freeway, Fort Worth,Texas.If quantities warrant,alternative collection sites may be used on a case by case basis. 2.2 All work performed under this Agreement shall be done in accordance with the Texas Administrative Code regulations.The transporter and disposal facility shall have all applicable licenses and permits necessary to perform the work required under this Agreement prior to award and make such facility licenses and permits available for inspection.At any time during the life of this Agreement when such licenses and permits are amended,renewed or replaced,Vendor shall provide a letter notifying City of such within ten(10)calendar days prior to that amendment,renewal,or replacement. 3.0 USDA-REGULATED WASTE FROM AVIATIONFACILITIES 3.1 Vendor shall provide storage and shipping containers,provide on-site pickup,provide transportation,handle disposal,as applicable for USDA Regulated Garbage,defined as"all waste material derived in whole or in part from fruits,vegetables,meats,or other plant or animal(including poultry)material,and other refuse or any character whatsoever that has been associated with any such material aboard any means of conveyance and includes food scraps,table refuse,galley refuse,food wrappers or packaging materials,and other waste material from stores,food preparation areas,passengers,or crews, quarters,dining rooms,or any other areas on vessels,aircraft,or other means of conveyances". 3.2 The Vendor shall be required to collect and containerize contracted materials from one(1)central pick up location at The City of Fort Worth Meacham International Airport. All services shall be performed in accordance with the latest Federal regulations outlined under 9 CFR Part 94.5 and 7 CFR Part 330. 3.3 The Vendor shall be required to be on-site for a waste shipment within three(3)business days under this Agreement.There is no minimum guaranteed amount of work under this Agreement. 3.4 Disposal processed for said wastes include approved methods of incineration or steam sterilization at a temperature of 212 degrees Fahrenheit orgreater. Vendor Services Agreement 12 of 54 Ventrex Environmental Services LLC EXHIBIT B PAYMENT SCHEDULE Line: 1 Description: Qty Unit Unit Price Total Medical Waste Services:2 Quart Size-Sharp containers per the 64.00 EA $ 6.24 $ 399.36 attached specifications Line: 2 Qty Unit Unit Price Total Description: Medical Waste Services:Transportation and incineration of biomedical 1250.00 EA $ 39.99 $49,987.50 waste per box, per attached specifications Line: 3 Description: Qty Unit Unit Price Total Medical Waste Services:5 Quart Size-sharp containers per the 64.00 EA $ 9.99 $ 639.36 attached specifications Line: 4 Description: Qty Unit Unit Price Total Medical Waste Services:8 Quart Size-Sharp containers per the 64.00 EA $ 12.99 $ 831.36 attached specifications Line: 5 Description: Qty Unit Unit Price Total Medical Waste Services: 12 Quart Size-Sharp containers per the 64.00 EA $ 24.99 $ 1,599.36 attached specifications Line: 6 Qty Unit Unit Price Total Description: 18 Gallon RX with Disposal per the attached specifications 24.00 EA $ 149.99 $ 3,599.76 Line: 7 Qty Unit Unit Price Total Description: 5 Quart Wall Mount System with Lock and keys per attached 24.00 EA $ 39.99 $ 959.76 specifications Line: 8 Qty Unit Unit Price Total Description: 5 Quart Wall Mount Sharps Refills per the attached specifications 24.00 EA $ 9.99 $ 239.76 Line: 9 Unit Price Total Description: Qty Unit Collection and disposal of USDA regulated garbage at Fort Worth 75.00 EA no bid $ - Meacham International Airport per specifications Line: 10 Unit Price Total Description: Qty Unit Medical Waste Services: 18 gallon size per attached specifications 64.00 EA $ 47.99 $ 3,071.36 Line: 11 Qty Unit Unit Price Total Description: Medical Waste Services: 15 gallon size per attached specifications 64.00 EA no bid $ - Line: 12 Qty Unit Unit Price Total Description: Medical Waste Services: 12 gallon size per attached specifications 64.00 EA $ 44.99 $ 2,879.36 Line: 13 Qty Unit Unit Price Total Description: Medical Waste Services: 8 gallon size per the attached specifications 64.00 EA $ 24.99 $ 1,599.36 Line: 14 Qty Unit Unit Price Total Description: 8 Gallon RX with Disposal per the attached specifications 24.00 EA $ 89.99 $ 2,159.76 Total Bid Amount $67,966.06 Vendor Services Agreement 13 of 54 Ventrex Environmental Services LLC EXHIBIT C BID RESPONSE fsw1v'cnt�t N5e lic s.LLC August 11, 2021 Bid: CFW01-21-0169 Response Date:August 13, 2021 City of Fort Worth Financial Management Services Finance-Purchasing 200 Texas St (Lower Level,South) Fort Worth,TX 76102 Please accept our request for bid for RFQT USDA Garbage and Bio Medical Waste per the attached Invitation to Bid. Sincerely, John-David Rodriguez 304 Thomas Place Everman,TX 76140 Phone: 817-615-4080 Fax: 817-615-8117 Email:ventrex-es.net Cage Code: 5RVU0 Tin:46-0539108 Vendor Services Agreement 14 of 54 Ventrex Environmental Services LLC FORT FORTH© CITY OF FORT WORTH BID OFFER Event ID Page Invited: VENTREX ENVIRONMENTAL SERVICES LLC CFw01-21-0169 1 P O BOX 6202 Event Round Version FORT WORTH TX 76115 1 1 United States Event Name RF t USDA Garbage and Biomedical waste Submit To: City of Fort Worth Start Time Finish Time FINANCIAL MANAGEMENT SERVICES 08 06 2021 08:30:00 CDT 08 13 2021 08:30:00 CDT FINANCE-Purchasing 200 Texas St.(Lower Level,South) Fort Worth TX 76102 United States Email: FMSPurchasingResponses@fortworthtexas.gov Event Description The City of Fort Worth(City)requests quotations from qualified bidders for an annual purchase agreement to provide garbage and medical waste collection and disposal services on as needed basis for the Code Compliance Department as specified in this Request for Quotations(RFQt). Terms & Conditions No pre-bid conference. Quotes are solicited for furnishing the merchandise,supplies,services and/or equipment set forth. Completed Quote must be received in the Purchasing Division,200 Texas Street, Fort Worth,Texas 76102 by the above "quote finish time." Quotes may be submitted via email or faxed to 817-392-8440,addressed to A'ja Robertson, and have the bid number and finish time clearly marked on the fax cover page or email subject line. Late quotes will not be considered for award unless bidders are notified otherwise. Quotes may be withdrawn at any time prior to the official opening by written notification. Quotes may not be altered,amended or withdrawn after the official opening. Your quote must be submitted on this form. Freight and all other delivery charges shall be included in the unit price(s)bid. The City is exempt from Federal Excise and State Sales Tax,therefore,tax must not be included in the quote price. Items quoted must meet or exceed City of Fort Worth Specifications;however,The City of Fort Worth may consider and accept alternate bids if specified herein when most advantageous to the City. The City reserves the right,however,to hold to City Specifications and to determine"or equal"status.The City reserves the right to accept or reject in part or whole any quote submitted,and to waive any technicalities for the best interest of the City. The undersigned agrees, if the quote is accepted,to furnish any and all items upon which prices are offered, at the price(s)and upon the terms and conditions contained in the specifications. The period for acceptance of this proposal will be calendar days(90 calendar days unless a different period is inserted by the bidder)after opening date. Will agreement be available for Cooperative Agreement use? Yes No DOCUMENT NAME-LOCATION Bid Offer Sheet**-Cover Page of Final Bid Document V1 and attached as a separate document Purchasing Agreement Specifications-Part 1 Scope of Services/Specifications-Part 2 Standard Purchasing Terms and Conditions-Part 3 Conflict of Interest Disclosure Requirement—-Attachment A How to Register with the City of Fort Worth-Attachment B No Quote Sheet-Attachment C Reference Sheet-Attachment D Automated Invoice Processing-Attachment E Bidder Qualification Questionnaire**-Attachment F Vendor Service Agreement Draft-Attachment G **Required to be completed and submitted.See Part 1, Purchase Agreement Specifications,Section 16.0, Quotations,for all required document submissions. Documents are hereby incorporated into this Solicitation by reference,with the same force and effect as if they were incorporated in full text. Vendor Services Agreement 15 of 54 Ventrex Environmental Services LLC FORT WORTH. CITY OF FORT WORTH BID OFFER Event ID Page Invited: Public Event CFWOI-21-0169 2 Event Round Version 1 1 Event Name RF t USDA Garbage and Biomedical Waste Submit To: City of Fort Worth Start Time Finish Time FINANCIAL MANAGEMENT SERVICES 08/06/2021 08:30:00 CDT 08/13/2021 08:30:00 CDT FINANCE-Purchasing 200 Texas St.(Lower Level,South) Fort Worth TX 76102 United States Email: FMSPurchasingResponses@fortworthtexas.gov The undersigned, by his/her signature, represents that he/she is submitting a binding offer and is authorized to bind the respondent to fully comply with the solicitation document contained herein.The Respondent,by submitting and signing below,acknowledges that he/she has received and read the entire document packet sections defined above including all documents incorporated by reference,and agrees to be bound by the terms therein. Q Legal Company Name: �efi*q,� EY1 jgtonrn?.rt,-(� JQJI�tCQ/J 3 LIC, Company Address: +'' 3 oL .J'Yul1'►w Plau (�V City,State,Zip: ,Q OMIL U 140 Vendor Registration No. (0000 n 3-1 4S-1 Printed Name of Officer or Authorized Representative:3OhY1 `I A �C Vl�cJt',Z Title: Dwyl?/�r Signature off"O�fficer orAuthorized Representative: Date: hC1i A UAt A � !��� nitl Email Address: Ve VP/1 L1 Ye1t'2S•ne-+ Phone Number: IM a 1�J' Lto 80 Federal Identification Number(FID): �}LQ' V 1J 36110 RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 2 of 43 16 of 54 Ventrex Environmental Services LLC FORT RTWOWORTH® ' CITY OF FORT WORTH BID OFFER Event ID Page Invited: Public Event CFW01-21-0169 3 Event Round Version 1 1 Event Name RF t USDA Garbage and Biomedical Waste Submit To: City Of Fort Worth Start Time Finish Time FINANCIAL MANAGEMENT SERVICES 08 06 2021 08:30:00 CDT 08 13 2021 08:30:00 CDT FINANCE-Purchasing 200 Texas St.(Lower Level,South) Fort Worth TX 76102 United States Email: FMSPurchasingResponses@fortworthtexas.gov Line Details Line: 1 Description: Qtv Unit UnitPrice Total Medical Waste Services:2 Quart Size- 64.00 EA Sharp Containers per the attached / CjoIC'1 3CQ specifications lV Line: 2 Description: Qtv Unit UnitPrice Total Medical Waste Services:Transportation 1250.00 EA and incineration of biomedical waste per box, �?(� Cjq i►/t Gi a�,5 per the attached specifications J_1 T� Line: 3 Description: ON Unit UnitPrice Total Medical Waste Services:5 Quart Size- 64.00 EA Sharp Containers per the attached (� specifications 1 Line: 4 Description: Qty Unit UnitPrice Total Medical Waste Services:8 Quart Size- 64.00 EA Sharp Containers per the attached a specifications Line: 5 Description: Qtv Unit UnitPrice Total Medical Waste Services: 12 Quart Size-Sharp 64.00 EA Containers per the attached specifications 14 q Line: 6 Description: ON Unit UnitPrice Total 18 Gallon RX with Disposal per the attached 24.00 EA specifications 1 G� R� SL.i(� 7 Line: 7 1 Description: Qtv Unit UnitPrice Total 5 Quart Wall Mount System with Lock and 24.00 EA Keys per the attached specifications ?,� �q 015q ILe Line: 8 Description: Qtv Unit UnitPrice Total 5 Quart Wall Mount Sharps Refills per the 24.00 EA attached specifications RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 3 of 43 17 of 54 Ventrex Environmental Services LLC FORT WORTH® CITY OF FORT WORTH BID OFFER Event ID Page Invited: Public Event CFW01-21-0169 4 Event Round Version 1 1 Event Name RF t USDA Garbage and Biomedical Waste Submit To: City of Fort Worth Start Time Finish Time FINANCIAL MANAGEMENT SERVICES 08 06 2021 08:30:00 CDT 08 13 2021 08:30:00 CDT FINANCE-Purchasing 200 Texas St.(Lower Level,South) Fort Worth TX 76102 United States Email: FMSPurchasingResponses@fortworthtexas.gov Line: 9 Description: Qtv Unit UnitPrice Total Collection and disposal of USDA regulated 75.00 EA garbage at Fort Worth Meacham International Airport,per the attached specifications Line: 10 Description: Qty Unit UnitPrice Total Medical Waste Services: 18 gallon size per 64.00 EA the attached specifications 1 I I,(,�01 30.7 ) Line: 11 "( Description: Qty Unit UnitPrice Total Medical Waste Services:15 gallon size per 64.00 EA the attached specifications Line: 12 KY� Description: Qty Unit UnitPrice Total Medical Waste Services:12 gallon size per 64.00 EA the attached specifications Line: 13 Description, Qty Unit UnitPrice Total Medical Waste Services:8 gallon size per the 64.00 EA attached specifications a y.q� ►sgq.3� Line: 14 Description: Qty Unit UnitPrice Total 8 Gallon RX with Disposal per the attached 24.00 EA specifications Q qq� )5-1 Total Bid Amount: RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 4 of 43 18 of 54 Ventrex Environmental Services LLC PART—1 PURCHASING AGREEMENT SPECIFICATIONS 1.0 SCOPE 1.1 The City of Fort Worth(City)seeks bids to finalize an Agreement to provide all necessary labor, material, and equipment for the collection and disposal of United States Department of Agriculture(USDA)garbage and medical waste for the Code Compliance Department.The successful bidder(s),known hereafter as"Contractor"P'Vendor." 1.2 The term of this Agreement shall begin on the date stated in the signed Contract ("Effective Date")and shall expire one year from the effective date, unless terminated earlier in accordance with the provisions of this Agreement. This Agreement may be renewed automatically under the same terms and conditions for four additional one year periods, unless City of Vendor provides the other party with notice of non-renewal atleast 60 days before the expiration of the initial term or renewal period. 1.3 Following the award,additional services of the same general category that could have been encompassed in the award of this Agreement, and that are not already on the Agreement, maybe added based on the discount bid and price sheet provided with the bid. 1.4 Unit prices shall include all costs associated with the specified work.No additional charges will be accepted or paid bythe City. 2.0 DETAILED SCOPE OF SERVICES/SPECIFICATIONS 2.1 The Vendor hereby agrees to provide the City with requirements attached hereto and incorporated for all purposes incident to this Agreement in Part - 2, Scope of Services/Specifications and Attachment G, Vendor Service Agreement, more specifically describing the services to be provided hereunder. 3.0 CHANGE IN COMPANY NAME OR OWNERSHIP 3.1 The Vendor shall notify the City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated Cityrecords.The president of the company 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 do so may adversely impact future invoice payments. 4.0 LAWS. REGULATIONS. AND ORDINANCES 4.1 The Vendor shall be responsible for meeting all Federal: laws, ordinances and regulations; State:laws,ordinance and regulations;County:laws,ordinances and regulations;and City: laws, ordinances, and regulations for safety of people, environment, and property. This includes, but is not limited to, all Federal, State, County, and City Agencies, Administrations and Commissions such as the Environmental Protection Agency(EPA), Occupational Safety and Health Administration (OSHA), and the Texas Commission on Environmental Quality(TCEQ). In the event any law, regulation or ordinance becomes effective after the start of this Agreement,the Vendor is required to comply with new policy. Any mandates requiring the City to comply with new guidelines will also require theVendor to comply. RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 5 of 43 19 of 54 Ventrex Environmental Services LLC 5.0 INVOICING REQUIREMENTS 5.1 The City of Fort Worth has begun implementing an automated invoicing system. Please see Attachment E,for each Department's"Go Live Date"and requirements. 5.2 Until the complete implementation please see the below instructions: 5.2.1 All invoices should be submitted directlyto the requesting department.It isthe responsibility of the Contractor to get the name of the responsible person, telephone numbers and address of the department at the time the service is requested. 5.2.2 A properly prepared invoice shall be typewritten or computer printed and shall include the Contractor's name and federal tax identification number, invoice number, address, date, service or item description, unit price, extended cost, and City issued purchase order number. Incomplete or inaccurate invoices mayresult in delayed payments,as they shall be returned to the Contractor for correction and re-submittal. 5.2.3 Contractor shall not include Federal, State of City sales tax in its invoices.City shall furnish a tax exemption certificate upon Contractor's request. 6.0 UNIT PRICE ADJUSTMENT 6.1 The unit prices may be adjusted for increases or decreases in Vendor's cost during the renewal period but before the effective date of the renewal upon written request from the Vendor. 6.2 The Vendor must submit its price adjustment request, in writing, at least 60 days before the renewal effective period.The Vendor shall provide written proof of cost increases with price adjustment request. 6.3 If the Cityconcludes that the rate increase being requested is exorbitant,the Cityreserves the right to adjust the rate request, or reject the rate request in its entirety and allow the contract to expire at the end of the contract term. If the City elects not to exercise the renewal option,the Purchasing Division will issue a new solicitation. 6.4 Prices bid shall remain firm for each one-year term of the Agreement and shall include all associated freight and delivery costs. 6.5 Prices offered shall be used for bid analysis and for Agreement pricing. In cases of errors in extensions or totals,the unit prices offered will govern. 6.6 Upon expiration of the Agreement term the successful bidder, agrees to hold over under the terms and conditions of this Agreement for a reasonable period of time to allow the city to re-bid an agreement, not to exceed ninety(90)days.Vendor will be reimbursed for this service at the prior agreement rate(s).Vendor shall remain obligated to the City under all clauses of this Agreement that expressly or by their nature extends beyond and survives the expiration or termination of thisAgreement. 6.7 Goods and/or services shall not be suspended by the Vendor without a 30 day prior written notice to the City. 7.0 QUANTITIES 7.1 The quantities listed on the bid solicitation are only estimates based on previous usage and do not indicate intent to purchase or a guarantee of future business.The City of Fort Worth RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 6 of 43 20 of 54 Ventrex Environmental Services LLC is obligated to pay for only those materials and services actually ordered by an authorized City employee and then received as required and accepted by the City. 8.0 INSURANCE REQUIREMENTS 8.1 The Vendor shall assume all risk and liability for accidents and damages that may occur to persons or property during the prosecution of work under this Agreement. The Vendor shall file with the City of Fort Worth Purchasing Division, prior to the commencement of services, a certificate of insurance documenting the following required insurance. 8.1.1 Failure to provide such information within five(5)calendar days may be grounds for Agreement termination. 8.2 Policies shall have no exclusions by endorsements which nullify the required lines of coverage, nor decrease the limits of said coverage unless such endorsements are approved by the City. In the event a contract has been bid or executed and the exclusions are determined to be unacceptable or the City desires additional insurance coverage,and the City desires the Vendor to obtain such coverage, the contract price shall be adjusted by the cost of the premium for such additional coverage plus 10%. 8.2.1 Statutory Workers' Compensation Insurance and Employer's Liability Insurance at the following limits: $100,000 Each Accident $500,000 Disease—Policy limit $100,000 Disease—Each Employee This coverage may be written as follows: Workers'Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas Workers'Compensation Act(Art. 8308 — 1.01 et seq.Tex. Rev. Civ. Stat.)and minimum policy limits for Employers' Liability of$100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee. 8.2.2 Commercial General Liability Insurance including Explosion,Collapse,and Underground Coverage shall be provided asfollows: $1,000,000 Each Occurrence $2,000,000 Annual Aggregate Coverage shall include but not be limited to the following: premises/operations, independent vendors, products/completed operations, personal injury, and contractual liability. Insurance shall be provided on an occurrence basis, and as comprehensive as the current Insurance Services Office(ISO)policy. 8.2.3 Auto Liability Insurance shall be provided asfollows: $1,000,000 Combined Single Limit Each Accident A commercial business policy shall provide coverage on"Any Auto", defined as autos owned, hired and non-owned. 8.2.4 The Vendor shall furnish the Purchasing Manager,with a certificate of insurance documenting the required insurance prior to the commencement of services. RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 7 of 43 21 of 54 Ventrex Environmental Services LLC 8.2.5 Policies shall be endorsed to provide the City of Fort Worth a thirty-(30)day notice of cancellation,material change in coverage,or non-renewal of coverage. 8.2.6 Applicable policies shall also be endorsed to name the City of FortWorth as an additional insured,as its interests may appear(ATIMA). 9.0 ADDITIONAL INSURANCE REQUIREMENTS 9.1 The City, its officers,employees and servants shall be endorsed as an additional insured on Vendor's insurance policies excepting employer's liability insurance coverage under Vendor's workers'compensation insurance policy. 9.2 Certificates of insurance satisfactory to the City and Worker's Compensation Affidavit must be received before Vendor can begin work. Failure to supply and maintain such insurance shall be a breach of contract.Vendor shall provide complete copies of all insurance policies required bythis Agreement.Certificates of insurance must be suppliedto: Financial Management Services Department Attention: Purchasing Division Bid#21-0169 200 Texas Street, Fort Worth,Texas76102 9.3 Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. Each insurance policy shall be endorsed to provide the City a minimum 30 day notice of cancellation, non- renewal, and/or material change in policy terms or coverage.A ten (10)day notice shall be acceptable in the event of non-payment of premium. 9.4 Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A:VI or equivalent measure of financial strength and solvency. 9.5 Deductible limits,or self-funded retention limits,on each policymust notexceed $10,000.00 per occurrence unless otherwise approved by the City. 9.6 Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups.The Citymust approve in writing anyalternative coverage. 9.7 Workers'compensation insurance policy(s)covering employees of the Vendor shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. 9.8 Cityshall not be responsible for the direct payment of insurance premium costs for Vendor's insurance. 9.9 Vendor's insurance policies shall each be endorsed to provide that such insurance is primary protection and any self-funded or commercial coverage maintained by City shall not be called upon to contribute to lossrecovery. 9.10 While the purchase order is in effect,Vendor shall report, in a timely manner, to the Purchasing Department any known loss occurrence that could give rise to a liability claim or lawsuit or which could result in a propertyloss. 9.11 Vendor's liabilityshall not be limited to the specified amounts of insurance required herein. RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 8 of 43 22 of 54 Ventrex Environmental Services LLC 10.0 PERFORMANCE 10.1 Failure of the City to insist in anyone or more instances upon performance of any of the terms and conditions of this Agreement shall not be construed as a waiver or relinquishment of the future performance of any terms and conditions, but the Vendor's obligation with respect to such performance shall continue in full force and effect. 11.0 COMPLAINTS 11.1 Complaints processed through the City Purchasing Division are to be corrected within fourteen (14)days of formal notice of complaint. Written response to the Purchasing Division is required.Failure to properly resolve complaints within the fourteen(14)calendar day time period may result in the cancellation of the applicable line item(s)in the price agreement. 12.0 COOPERATIVE PURCHASING 12.1 Should other governmental entities decide to participate in this Agreement, Bidders, shall indicate in their bid response whether they agree that all terms, conditions, specification, and pricing would apply. 12.2 If the successful Bidder agrees to extend the resulting Agreement to other governmental entities, the following will apply: Governmental entities within utilizing agreements with the City of Fort Worth will be eligible,but not obligated,to purchase material/services under this Agreement(s)awarded as a result of this solicitation.All purchases by governmental entities other than the City of Fort Worth will be billed directly to that governmental entity and paid by that governmental entity. The City of Fort Worth will not be responsible for another governmental entity's debts. Each governmental entity will order its own material/services as needed. 13.0 OMITED 14.0 BIDDERS QUALIFICATIONS 14.1 The following information must be submitted as part of the bid package and shall be supplied in the following order. Failure to provide the information below will deem the bid as non- responsive. 14.1.1 Number of years in business(i.e secretary of state) 14.1.2 Bidders shall provide evidence that they are duly qualified and capable to fulfill and abide by the requirements listed herein with the bid. The bidder shall demonstrate its ability to secure and perform the services within the delivery requirements specified herein. 14.1.3 Detailed explanation of methodology Vendor will use to provide all necessary labor, material, and equipment for the collection and disposal of United States Department of Agriculture(USDA)garbage and medical waste; 14.1.4 All applicable licenses and permits necessary to perform the work required underthis Agreement; 14.1.5 In order to receive bid award consideration, the bidder shall maintain sufficient resources to fulfill normal City of Fort Worth requirements. 15.0 METHOD OFAWARD 15.1 Bids will be evaluated based on the bidder who offers represents the best value"to the City. Bids that do not receive 50%or more of the total available points excluding the points for price will be deemed nonresponsive. The following criteria will be considered RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 9 of 43 23 of 54 Ventrex Environmental Services LLC to determine the bestvalue: 15.1.1 Cost of service—up to 50 pointsavailable 15.1.2 Bidder's qualification, experience, and references- up to 20 points available 15.1.3 Bidder's availability of resources to provide services(equipment, personnel)—up to 15 points available 15.1.4 Bidder's approach to perform services—up to 15 points available 15.2 In order for the Cityto receive adequate coverage on its requirements as specified in the solicitation,the City reserves the right to make multiple awards. 15.3 The City also reserves the right to reject the bid of a bidder who has previously failed to perform properly or complete on time agreements of a similar nature. 15.4 The City reserves and shall be free to exercise the right to evaluate bid in relation to performance record of bidder with the City itself, another municipal corporation of like size, or private corporations during the past two-year period.Such precautions are deemed to be in the public interest inasmuch as Vendor failure or inability to furnish items within the prescribed time can create emergency situations and impose unnecessary hardship on both the City as a municipal corporation and the public at large. 15.5 Tentative Schedule of Events: RFQt Release Date August 6, 2021 Deadline for Questions August 10, 2021 at 5PM Local Time Answer Deadline August 11, 2021 RFQt Due Date August 13, 2021 at 8:30AM Local Time Bid Evaluations August 16—August 27, 2021 Recommended VendorSelection September 2021 Contract Execution September 2021 16.0 QUOTATIONS 16.1 Bidders shall submit the following items with their quote.Failure to provide allthe information will deem the bid non-responsive. 16.1.1 A completed and signed Bid Offer; 16.1.2 Acompleted and signed original Conflictof Interest Questionnaire,AttachmentA; 16.1.3 A completed Reference Sheet,Attachment D 16.1.4 Acompleted Bidder Qualification Questionnaire,Attachment F; 16.1.5 All applicable licenses and permits necessary to perform the work required under this Agreement; 16.1.6 Detailed explanation of methodology Vendor will use to provide all necessary labor, material, personnel and equipment for the collection and disposal of United States Department of Agriculture (USDA)garbage and medical waste; 16.1.7 Documentation showing companyhas been in the marketplace for a minimum of two (2)years(i.e. Secretary of State). 16.1.8 Scanned copyof all documents listed in paragraph 16. in flash drive. 16.2 Failure to submit the items listed in Section 16.1 will be grounds for rejection of a bid as non-responsive to the specifications. RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 10 of 43 24 of 54 Ventrex Environmental Services LLC 17.0 QUESTIONS 17.1 Questions,explanations or clarifications desired by Vendor regarding any part of the bid must be requested in writing from the Purchasing Division by 5:00 PM on August 10, 2021. Request can be send to thefollowing: Ala Robertson, Buyer, FMSPurchasingResponses@fortworthtexas.gov Reference RFQt 21-0169 City of Fort Worth Purchasing Division Attention:Ala Robertson 200 Texas Street Fort Worth, Texas 76102 Facsimile: (817)392-8440, Attention: Ala Robertson RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 11 of 43 25 of 54 Ventrex Environmental Services LLC PART 2-SCOPE OF SERVICES/SPECIFICATIONS 1.0 VENDOR SHALL MEET THE FOLLOWING REQUIREMENTS 1.1 Vendor shall perform the transportation and treatment of biomedical waste generated at City of Fort Worth facilities and from services provided by the City. Treatment of biomedical wastes must be in accordance with a treatment method identified in Title 25 Part I Chapter I Subchapter K Rule§1.133, DEFINITION, TREATMENT,AND DISPOSITION OF SPECIAL WASTE FROM HEALTH CARE- RELATED FACILITIES. Biomedical waste shall include sharp, hypodermic needles, syringes, microbial cultures,tissue cultures, animal tissue, laboratory containers, slides and any other waste that meet the definition of Regulated waste under 29 Code of Federal Regulations (CFR) 1910.1030. 1.2 Vendor shall be in the workplace for a minimum of two(2)years. 1.3 Vendor shall provide sharps boxes, burn boxes and lines on a one-for-one basis at the time of biomedical waste pick-up and on an "as-needed'basis within ten (10)business days of being notified. 1.4 Vendor shall ensure that all work,including container delivery and biomedical waste transportation, is completed within ten (10)business days from the time this Vendor is notified by the City. 1.5 Vendor shall be responsible for biomedical waste being properly loaded on the transportation equipment unless other provisions are specified.Vendor shall determine and provide the weight for each container and include this information on or with the manifests. 1.6 During the term of this Agreement,Vendor shall submit copies of all formal written notices of violation concerning noncompliance of operating permits that occur at Treatment, Storage, Disposal Facilities (TSDF) used to dispose City waste streams Notices of violation shall be sent to the City within thirty (30)days from the day the notice was issued. 1.7 Vendor routine tasks shall include thefollowing: 1.7.1 Provide paperwork and documentation needed to complete waste shipments; 1.7.2 Provide to the US Customs& Border Protection notification following RAgJL pick-up of"USDA Regulated Garbage"with total on unds disposed; 1.7.3 Provide on-site pickup of waste within three(3)business days of the request from the City. If request is made after NOON, then the 3-day clock starts the following businessday; 1.7.4 Collect, package(containerizing),and label USDA Regulated Garbage; 1.7.5 Provide transportation services for wastes to disposal facilities; 1.7.6 Dispose of USDA Regulated Garbage by incineration or steam sterilization, whicheveris agreed upon; 1.7.7 Provide invoices per shipment site that clearly identify shipment address, shipmentdate, manifest(s)number, quantity of USDA Regulated Garbage, total pounds disposed,etc.; 1.7.8 Provide Cityfully executed Waste Manifests within 35 days of pickup date; 1.7.9 Provide Certificates of Destruction (CD)to the City within 60 days of pickup date;and; 1.7.10 Provide monthly"Waste"Shipment/Handling/Disposal Summaries"within five(5)calendar days of the close of the calendar month. 1.8 Staffing Requirements RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 12 of 43 26 of 54 Ventrex Environmental Services LLC 1.8.1 Vendor shall provide a minimum of one(1)field technician for shipments containing less than 50 containers and a minimum of two (2) field technicians for shipments greater than 50 containers. 1.8.2 Vendor shall provide a single point of contact for shipmentrequests/scheduling. 1.8.3 Vendor shall be required to ensure that all personnel handling, transporting, disposing or supervising the handling,transporting, disposing of the USDA Regulated Garbage is fully trained fully approved by the local Department of Homeland Security-Customs and Border Protection-Agriculture Quarantine Inspection PortDirector. 2.0 BIOMEDICAL WASTE 2.1 All biomedical waste shall be collected from a central location at 5000 Martin Luther King Freeway, Fort Worth, Texas. If quantities warrant, alternative collection sites may be used on a case by case basis. 2.2 All work performed under this Agreement shall be done in accordance with Texas Administrative Code regulations. The transporter and disposal facility shall have all applicable licenses and permits necessary to perform the work required under this Agreement prior to award and make such facility licenses and permits available for inspection. At any time during the life of this Agreement when such licenses and permits are amended, renewed or replaced, Vendor shall provide a letter notifying City of such within ten(10)calendar days prior to that amendment, renewal,or replacement. 3.0 USDA-REGULATED WASTE FROM AVIATION FACILITIES 3.1 Vendor shall provide storage and shipping containers, provide on-site pickup, provide transportation, handle disposal,as applicable for USDA Regulated Garbage, defined as"all waste material derived in whole or in part from fruits, vegetables, meats, or other plant or animal (including poultry) material, and other refuse or any character whatsoever that has been associated with any such material aboard any means of conveyance and includes food scraps,table refuse, galley refuse,food wrappers or packaging materials,and other waste material from stores,food preparation areas, passengers, or crews, quarters, dining rooms,or any other areas on vessels, aircraft, or other means of conveyances". 3.2 The Vendor shall be required to collect and containerize contracted materials from one(l)central pick up location at The City of Fort Worth Meacham International Airport. All services shall be performed in accordance with the latest Federal regulations outlined under 9 CFR Part 94.5 and 7 CFR Part 330. 3.3 The Vendor shall be required to be on-site for a waste shipment within three(3)business days under this Agreement.There is no minimum guaranteed amount of work underthis Agreement. 3.4 Disposal processed for said wastes include approved methods of incineration or steam sterilization at a temperature of 2120 Fahrenheit orgreater. RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 13 of 43 27 of 54 Ventrex Environmental Services LLC PART-3 STANDARD PURCHASING TERMS AND CONDITIONS 1.0 DEFINITION OF BUYER The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and subvendors who act on behalf of various City departments, bodies or agencies. 2.0 DEFINITION OF SELLER The consultant, Contractor(s), supplier, Contractor(s)or other provider of goods and/or services, its officers,agents,servants,employees,vendors and subvendors who act on behalf of the entity under a contract with the City of Fort Worth. 30 PUBLIC INFORMATION Any information submitted to the City of Fort Worth (the "City") may be requested by a member of the public under the Texas Public Information Act. See TEX. GOV'T CODE ANN. §§ 552.002, 552.128(c) (West Supp. 2006). If the City receives a request for a Seller's proprietary information, the Seller listed in the request will be notified and given an opportunity to make arguments to the Texas Attorney General's Office(the"AG")regarding reasons the Seller believes that its information may not lawfully be released. If Seller does not make arguments or the AG rejects the arguments Seller makes, Seller's information will be released without penalty to the City. 4.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer or employee of Buyer shall have a financial interest, direct or indirect, in any contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land, materials, supplies or services,except on behalf of Buyer as an officer or employee.Any willful violation of this section shall constitute malfeasance in office,and any officer or employee found guilty thereof shall thereby forfeit his office or position. Any violation of this section with the knowledge, expressed or implied,of the person or corporation contracting with the City Council shall render the contract invalid by the City Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter) ORDERS 5.0 5.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors who act on behalf of various City departments, bodies or agencies are authorized to place orders for goods and/or services without providing approved contract numbers, purchase order numbers, or release numbers issued by the Buyer. The only exceptions are Purchasing Card orders and emergencies pursuant to Texas Local Government Code Section 252.022(a)(1), (2), or (3). In the case of emergencies, the Buyer's Purchasing Division will place such orders. 5.2 Acceptance of an order and delivery on the part of the Seller without an approved contract number, purchase order number, or release number issued by the Buyer may result in rejection of delivery, return of goods at the Seller's cost and/or non-payment. 6.0 SELLER TO PACKAGE GOODS Seller will package goods in accordance with good commercial practice. Each shipping container, shall be clearly and permanently marked as follows: (a)Seller's name and address: (b)Consignee's name, address and purchase order or purchase change order number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes; and (d) Number of the container bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform to requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 14 of 43 28 of 54 Ventrex Environmental Services LLC 7.0 SHIPMENT UNDER RESERVATION PROHIBITED Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will operate as a tender of goods. 8.0 TITLE AND RISK OF LOSS The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery after inspection and acceptance of the goods. 9.0 DELIVERY TERMS ANDTRANSPORTATION CHARGES Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed, unless delivery terms are specified otherwise in Seller's proposals. Buyer agrees to reimburse Seller for transportation costs in the amount specified in Seller's proposals or actual costs, whichever is lower, if the quoted delivery terms do not include transportation costs; provided, Buyer shall have the right to designate what method of transportation shall be used to ship the goods. 10.0 PLACE OF DELIVERY The place of delivery shall be set forth in the"Ship to"block of the purchase order, purchase change order, or release order. 11.0 RIGHT OFINSPECTION Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall be responsible for all charges for the return to Seller of any goods rejected as being nonconforming under the specifications. 12.0 INVOICES 12.1 Seller shall submit separate invoices in duplicate, on each purchase order or purchase change order after each delivery. Invoices shall indicate the purchase order or purchase change order number. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, should be attached to the invoice. Seller shall mail or deliver invoices to Buyer's Department and address as set forth in the block of the purchase order, purchase change order or release order entitled "Ship to." Payment shall not be made until the above instruments have been submitted after delivery and acceptance of the goods and/or services. 12.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The Buyer shall furnish a tax exemption certificate upon Seller's request. 13.0 PRICE WARRANTY 13.1 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller warrants to be no higher than Seller's current prices on orders by others for products and services of the kind and specification covered by this agreement for similar quantities under like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the prices contained in Seller's proposals, or in the alternative upon Buyer's option, Buyer shall have the right to cancel this contract without any liability to Seller for breach or for Seller's actual expense. Such remedies are in addition to and not in lieu of any other remedies which Buyer may have in law or equity. 13.2 Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage or contingent fee, excepting employees of an established commercial or selling agency that is maintained by Seller for the purpose of securing business. For breach or violation of this warranty, Buyer shall have the right, in addition to any other right or rights arising pursuant to said purchase(s),to cancel this contract without liability and to deduct RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 15 of 43 29 of 54 Ventrex Environmental Services LLC from the contract price such commission percentage, brokerage or contingent fee, or otherwise to recover the full amount thereof. 14.0 PRODUCT WARRANTY Seller shall not limit or exclude any express or implied warranties and any attempt to do so shall render this contract voidable at the option of Buyer. Seller warrants that the goods furnished will conform to Buyer's specifications, drawings and descriptions listed in the proposal invitation, and the sample(s)furnished by Seller, if any. In the event of a conflict between Buyer's specifications, drawings, and descriptions, Buyer's specifications shall govern. 15.0 SAFETYWARRANTY Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as amended. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at Seller's expense. In the event Seller fails to make appropriate correction within a reasonable time,any correction made by Buyer will be at Seller's expense.Where no correction is or can be made, Seller shall refund all monies received for such goods within thirty (30) days after request is made by Buyer in writing and received by Seller. Notice is considered to have been received upon hand delivery, or otherwise in accordance with Section 29.0 of these terms and conditions. Failure to make such refund shall constitute breach and cause this contract to terminate immediately. 16.0 SOFTWARE LICENSE TO SELLER If this purchase is for the license of software products and/or services,and unless otherwise agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive, nontransferable, royalty free license to use the software. This software is"proprietary"to Seller, and is licensed and provided to the Buyer for its sole use for purposes under this Agreement and any attached work orders or invoices. The City may not use or share this software without permission of the Seller; however Buyer may make copies of the software expressly for backup purposes. 17.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY 17.1 The SELLER warrants that all Deliverables,or any part thereof,furnished hereunder, including but not limited to: programs, documentation, software, analyses, applications, methods, ways, and processes (in this Section each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate any patent, copyrights, trademarks,service marks, trade secrets, or any intellectual property rights or other third party proprietary rights, in the performance of services underthis Agreement. 17.2 SELLER shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with providing the services,or the City's continued use of the Deliverable(s)hereunder. 17.3 SELLER agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as SELLER bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, SELLER 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 RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 16 of 43 30 of 54 Ventrex Environmental Services LLC such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with SELLER 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 the City for infringement arising under this Agreement,the 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, SELLER shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give SELLER timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate SELLER's duty to indemnify the City under this Agreement. If the Deliverable(s), 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, SELLER shall,at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to SELLER, terminate this Agreement, and refund all amounts paid to SELLER by the City, subsequent to which termination City may seek any and all remedies available to City under law. 18.0 OWNERSHIP OF WORK PRODUCT Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas, processes, methods, programs,and manuals that were developed, prepared, conceived, made or suggested by the Seller for the City pursuant to a Work Order, including all such developments as are originated or conceived during the term of the Contract and that are completed or reduced to writing thereafter(the "Work Product")and Seller acknowledges that such Work Product may be considered"work(s)made for hire"and will be and remain the exclusive property of the City.To the extent that the Work Product, under applicable law, may not be considered work(s) made for hire, Seller hereby agrees that this Agreement effectively transfers, grants,conveys,and assigns exclusively to Buyer, all rights,title and ownership interests, including copyright,which Seller may have in any Work Product or any tangible media embodying such Work Product, without the necessity of any further consideration, and Buyer shall be entitled to obtain and hold in its own name, all Intellectual Property rights in and to the Work Product. Seller for itself and on behalf of its vendors hereby waives any property interest in such Work Product. 19.0 NETWORKACCESS The City owns and operates a computing environment and network (collectively the "Network"). If Seller requires access,whether onsite or remote,to the City's network to provide services hereunder, and the Seller is required to utilize the Internet, Intranet, email, City database, or other network application, Seller shall separately execute the City's Network Access Agreement prior to providing such services. A copy of the City's standard Network Access Agreement can be provided upon request. 20.0 CANCELLATION Buyer shall have the right to cancel this contract immediately for default on all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof, including warranties of RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 17 of 43 31 of 54 Ventrex Environmental Services LLC Seller. Such right of cancellation is in addition to and not in lieu of any other remedies, which Buyer may have in law or equity. 21.0 TERMINATION The performance of work or purchase of goods under this order may be terminated in whole or in part by Buyer, with or without cause, at any time upon the delivery to Seller of a written "Notice of Termination"specifying the extent to which performance of work or the goods to be purchased under the order is terminated and the date upon which such termination becomes effective. Such right of termination is in addition to and not in lieu of any other termination rights of Buyer as set forth herein. 22.0 ASSIGNMENT/DELEGATION No interest, obligation or right of Seller, including the right to receive payment, under this contract shall be assigned or delegated to another entity without the express written consent of Buyer. Any attempted assignment or delegation of Seller shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer giving its consent, Seller agrees that Seller shall provide,at no additional cost to Buyer,all documents,as determined by Buyer, that are reasonable and necessary to verify Seller's legal status and transfer of rights, interests, or obligations to another entity. The documents that may be requested include, but are not limited to, Articles of Incorporation and related amendments, Certificate of Merger, IRS Form W- 9 to verify tax identification number, etc. Buyer reserves the right to withhold all payments to any entity other than Seller, if Seller is not in compliance with this provision. If Seller fails to provide necessary information in accordance with this section, Buyer shall not be liable for any penalties, fees or interest resulting there from. 23.0 WAIVER No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration in writing and is signed by the aggrieved party. 24.0 MODIFICATIONS This contract can be modified or rescinded only by a written agreement signed by both parties. 25.0 THEAGREEMENT In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement between Buyer and Seller shall consist of these Standard Terms and Conditions together with any applicable proposal documents published by the Buyer and Seller's Response to such proposal (the "contract documents"). This Agreement is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain any term used in this Agreement.Acceptance of or acquiescence in a course of performance under this Agreement shall not be relevant to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code (UCC) is used in this Agreement,the definition contained in the UCC shall control. In the event of a conflict between the contract documents,the order of precedence shall be these Standard Terms and Conditions, the Buyer's published proposal documents and the Seller's response. If Buyer and Seller have otherwise negotiated a contract,this Agreement shall notapply. 26.0 APPLICABLE LAW/VENUE This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform Commercial Code"or"UCC"is used. It shall be construed as meaning the Uniform Commercial Code as adopted and amended in the State of Texas. Both parties agree that venue for any litigation arising from this contract shall be in Fort Worth, Tarrant County, Texas. This contract shall be governed, construed and enforced under the laws of the State of Texas. RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 18 of 43 32 of 54 Ventrex Environmental Services LLC 27.0 INDEPENDENTCONTRACTOR(S) Seller shall operate hereunder as an independent Contractor(s)and not as an officer,agent,servant or employee of Buyer. Seller shall have exclusive control of, and the exclusive right to control, the details of its operations hereunder,and all persons performing same,and shall be solely responsible for the acts and omissions of its officers, agents, employees, vendors and sub- vendors. The doctrine of responde at superior shall not apply as between Buyer and Seller, its officers, agents, employees, vendors and subvendors. Nothing herein shall be construed as creating a partnership or joint enterprise between Buyer and Seller, its officers, agents, employees, vendors and subvendors. 28.0 LIABILITY AN DIN DEMNIFICATION. 28.1 LIABILITY - SELLER 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 SELLER, ITS OFFICERS, AGENTS, SERVANTS OREMPLOYEES. 28.2 INDEMNIFICATION-- SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY (ALSO REFERRED TO AS BUYER), ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO SELLER'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF SELLER, ITS OFFICERS, AGENTS, SUBCONTRACTOR(S)S, SERVANTS OREMPLOYEES. 29.0 SEVERABILITY In case any one or more of the provisions contained in this agreement shall for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement,which agreement shall be construed as if such invalid,illegal or unenforceable provision had never been contained herein. 30.0 FISCAL FUNDING LIMITATION In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for payments due under this contract,then Buyer will immediately notify Seller of such occurrence and this contract shall be terminated on the last day of the fiscal period for which funds have been appropriated without penalty or expense to Buyer of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. 31.0 )NOTICES TO PARTIES Notices addressed to Buyer pursuant to the provisions hereof shall be conclusively determined to have been delivered three(3)business days following the day such notice is deposited in the United States mail, in a sealed envelope with sufficient postage attached, addressed to Purchasing Manager, City of Fort Worth, Purchasing Division, 200 Texas Street, Fort Worth, Texas 76102. Notices to Seller shall be conclusively determined to have been delivered three (3) business days following the day such notice is deposited in the United States mail, in a sealed envelope with sufficient postage attached, addressed to the address given by Seller in its response to Buyer's invitation to proposals. Or if sent via express courier or hand delivery,notice is considered received upon delivery. RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 19 of 43 33 of 54 Ventrex Environmental Services LLC 32.0 NON-DISCRIMINATION This contract is made and entered into with reference specifically to Chapter 17, Article III, Division 3 ("Employment Practices"), of the City Code of the City of Fort Worth (1986), as amended, and Seller hereby covenants and agrees that Seller, its employees, officers, agents, vendors or subvendors, have fully complied with all provisions of same and that no employee, participant, applicant, Contractor(s)or subContractor(s)has been discriminated against according to the terms of such Ordinance by Seller, its employees, officers, agents, Contractor(s)or subvendors herein. 33.0 IMMIGRATION NATIONAL ITYACT City actively supports the Immigration & Nationality Act (INA)which includes provisions addressing employment eligibility,employment verification, and nondiscrimination.Vendor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Vendor shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Vendor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement.Vendor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 34.0 HEALTH, SAFETY.AND ENVIRONMENTAL REQUIREMENTS Services, products, materials, and supplies provided by the Seller must meet or exceed all applicable health, safety, and the environmental laws, requirements, and standards. In addition, Seller agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and inspections necessary to provide the products or to perform the services hereunder. Seller shall indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 35.0 RIGHT TO AUDIT Seller agrees that the Buyer, or Buyer's authorized representative, shall, until the expiration of three (3)years after final payment under this contract, and at no additional cost to Buyer, have access to and the right to examine and copy any directly pertinent books, computer disks, digital files, documents,papers and records of the Seller involving transactions relating to this contract, including any and all records maintained pursuant to Section 31 of this Agreement. Seller agrees that the Buyer shall have access,during normal working hours,to all necessary Seller facilities,and shall be provided adequate and appropriate workspace, in order to conduct audits in compliance with the provisions of this section. Buyer shall pay Seller for reasonable costs of any copying in accordance with the standards set forth in the Texas Administrative Code.The Buyer shall give Seller reasonable advance written notice of intended audits, but no less than ten (10)business days. 36.0 DISABILITY In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Seller warrants that it and any and all of its subvendors will not unlawfully discriminate on the basis of disability in the provision of services to general public, nor in the availability,terms and/or conditions of employment for applicants for employment with, or employees of Seller or any of its subvendors. Seller warrants it will fully comply with ADA's provisions and any other applicable federal, state and local laws concerning disability and will defend, indemnify and hold Buyer harmless against any claims or allegations asserted by third parties or subvendors against Buyer arising out of Seller's and/or its subvendor's alleged failure to comply with the above-referenced laws concerning disability discrimination in the performance of this agreement. RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 20 of 43 34 of 54 Ventrex Environmental Services LLC 37.0 DISPUTE RESOLUTION If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim,dispute,or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim,dispute, breach or other matter in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding mediation upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. 38.0 PROHIBITIONON CONTRACTING WITH COMPANIESTHAT BOYCOTT ISRAEL Seller 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 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, Seller certifies that Seller's signature provides written verification to the City that Seller:(1)does not boycott Israel;and(2)will not boycott Israel during the term of the contract. Revised August 31, 2017. RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 21 of 43 35 of 54 Ventrex Environmental Services LLC ATTACHMENT-A CONFLICT OF INTEREST DISCLOSURE REQUIREMENT Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods,or services with a local governmental entity(i.e. The City of Fort Worth)must disclose in the Questionnaire Forms CIQ("Questionnaire")the person's affiliation or business relationship that might cause a conflict of interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after the date the person begins contract discussions or negotiations with the City, or submits an application or response to a request for proposals or bids, correspondence, or another writing related to potential agreement with the City. Updated Questionnaires must be filed in conformance with Chapter 176. A copy of the Questionnaires Form CIQ is enclosed with submittal documents. The form is also available at hftgs://www.ethics.state.tx.us/data/forms/conflict/CIQ.pdf If you have any questions about compliance, please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor. NOTE: If you are not aware of a Conflict of Interest in any business relationship that you might have with the City, state Vendor name in the # 1, use N/A in each of the areas on the form. However, a signature is required in the#7 box in all cases. RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 22 of 43 36 of 54 Ventrex Environmental Services LLC CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information is being disclosed. 2 Name of Officer 4 Describe each employment or other business relationship with the local government officer, or a family member of the officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes F1 No B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? Yes F--] Noi/� 5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director,or holds an ownership interest of one percent or more. 6 ❑ Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 7 Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission RFQt 21-0169 USDA Garbage and Biomedical Waste Revised 1/1/2021 Vendor Services Agreement Page 23 of 43 37 of 54 Ventrex Environmental Services LLC CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis.state.tx.us/ Does/LG/htm/LG.176.htm. For easy reference,below are some of the sections cited on this form. Local Government Code§176.001(1-a):'Business relationship"means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal,state,or local governmental entity or an agency of a federal,state,or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public;or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by,and reporting to,that agency. Local Government Code&176.003(a)(2)(A)and(B)• (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than$100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed;or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code&176.006(a)and(a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity,or a family member of the officer,described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity,or a family member of the officer,one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B),excluding any gift described by Section 176.003(a-1);or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application,response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity;or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer,described by Subsection(a); (B) that the vendor has given one or more gifts described by Subsection(a);or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission RFQt 21-0169 USDA Garbage and Biomedical Waste Revised 1/1W21 Vendor Services Agreement Page 24 of 43 38 of 54 Ventrex Environmental Services LLC ATTACHMENT-B HOW TO REGISTER WITH THE CITY OF FORT WORTH There are two ways that any business can bid on an event with the City of Fort Worth: 1. Access http://fortworthtexas.gov/purchasing/and view listed Bids&Requestswithout registering. 2. Register to become a Bidder(A bidder is someone that wishes to start doing businesswith the City of Fort Worth) To register as a Bidder please follow the below ste s using Internet Explorer: Notes if you need assistance within the system while completing registration.there is a help icon F`. foreachsection. Step 1 Access hfti)://fortworthtexas.gov/i)urchasing/and choose Log In Box under PeopleSoft Supplier Portal verbiage. PeopleSoft Supplier Portal Step 2 On the right side in the PeopleSoft Supplier Portal—Select Registration Step 3 Select"Register as a Bidder"—Register Now The field with the asterisks are required. Step 4 Under Select Activity Below—select Business or Individual Step 5 Under Unique ID(W-9/TIN Identification Number)& Company Profile: Enter the following: a) W-9/TIN Number -no dashes b) Legal Entity Name—Generally found on line 1 of your W-9. This name must matched your W-9/TIN number and be registered with the IRS. To list a DBA use the additional namefield. Step 6 Under Profile Questions *****These fields are not text fields*"** Complete the following questions by using the calendar and magnifying glass accordingly for each question. If you are not certain, please answer to the best of your knowledge. Step 7 Under Standard Industry Codes(These codes will used by the City to notify you for purchasing opportunities so please choose as many categories that are associated with your company to ensure you will receive these) Select the following: a) SIC Code Type—Use dropdown and selectUNSPSC b) Category Code—Select magnifying glass c) Lookup Category Code—Under SIC Code Type—Description change"Begins With" to "Contains"and input a key word that would be associated to your company's business.This will give you a listing of the categories the City has to choose from. **TIP- The search is recommended to use the "contains field". in order to search all categgW codes associated with■Wur business These are hroari categories" RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 25 of 43 39 of 54 Ventrex Environmental Services LLC Step 8 Under Primary Address—Complete the following: a) Country b) AddressLines c) City d) County e) Postal f) State g) Email ID ( Email Address) Step 9 Under Other Addresses—Check any other addresses that correspond to your business needs, such as if you use a different remit to address from your primary address. Step 10 Under Company Contacts—Select the Add Contact, Primary Contact—Enter the following: a) First Name b) Last Name c) Title—Current Job Title d) Email ID—Email Address e) Telephone f) Fax g) Contact Type(not a text field,please use the drop down to select) Step 11 - Under User Profile Information—Enter the following a) Requested User ID—Create a Username Please do not use special characters in the username such as b) Enter Description—Current Job Title c) LanguageCode d) TimeZone e) Currency Code Step 12 Review email address-Under Terms and Conditions—Select the Terms and Agreement Hyperlink-Select the box to accept the Terms Step 13 Click Submit RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 26 of 43 40 of 54 Ventrex Environmental Services LLC ATTACHMENT—C NO QUOTE SHEET (Please complete this form, only if, your firm has chosen not to submit a bid) A'}a Robertson,Buyer Purchasing Division Fax No.817-392-8440 E-mail address:FMSPurchasingResponses(cbfortworthtexas.gov If your firm has chosen not to submit a bid for this procurement, please complete this form and submit to: City of Fort Worth, Purchasing Division 200 Texas Street Fort Worth, Texas 76102 {or fax to above address) Please check the items that apply: Do not sell the item(s)required. E7 Cannot be competitive. Cannot meet the Specifications highlighted in the attached Bid. Cannot provide Insurance required. Cannot provide Bonding required. Cannot comply with Indemnification requirements. 0 Job too large. 0 Job too small. Do not wish to do business with the City. Other reason. Company Name: Authorized Officer or Agent Signature: Telephone:( } FAX Number:( ) RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 27 of 43 41 of 54 Ventrex Environmental Services LLC ATTACHMENT-D REFERENCE SHEET Bidders shall provide a reference list of a minimum of three(3)current customers(comparable in size) who the bidder has recently supplied subject item(s)/and or services on a continuing basis over a recent twelve(12) month period.The City will be the sole judge of references. Please use additional sheets if necessary. 1. Company's Name �� , 0), WA wwuth Name of Contact a y&fac rw44i Yn Title of Contact enyj/l.mrA'Fir'l,{- SOh im ( tt no Present Address 11W ThnGK.ma/L+OYN SlY V City, State, Zip Code F"+ U)a,if, -(x 1(R l;V Gk _ Telephone Number ( g11 )-7I�::�_ 1-1 03 Fax Number(j" ) Jqq. R of Email Y WY• Ar 6,,n-'ndYn @ 4QA4 w 4J—%-K" .o . 2. Company's Name -C+ Name of Contact Title of Contact Present Address a R dexrLWOOOL R O&6L City, State, Zip Code tUclpt --rt -1 LQ 05�C Telephone Number ( (S1-1 ) 515. 1 J q Lg Fax Number( �� ) $►5- O lQ a Email Slrwerl , K1PylpaJ Cd 4CCG{.• 3. Company's Name L.ibtO-,A bio-�YNOoAie/% LLC Name of Contact -YQ ' aA,vvu- 7-kir4sh Title of Contact Present Address Jnw- sw,� City, State, Zip Code P% AI 1O0'1AIh -T 4 -i u 104 Telephone Number (T-( ) q g3' IN 1 Fax Number(017a) -7 5 5 - 3-7 q S Email 'r Li bef-kA Lab -rq C om RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 28 of 43 42 of 54 Ventrex Environmental Services LLC ATTACHMENT -E AUTOMATED INVOICE PROCESSING Go live date: 10/28/2019 Go live date: 7/1/2020 PHASE 1 PHASE 2 Business Department Business Department Unit# Unit# FW013 FINANCIAL MANAGEMENT SERVICES FW055 AVIATION FW004 INFORMATION TECHNOLOGY FW002 CITY MANAGERS OFFICE FW011 CITY SECRETARY FW007 COMMUNICATION & PUBLIC ENGAGEMENT FW008 DIVERSITY& INCLUSION FW003 PLANNING & DATA ANALYTICS FW021 I PROPERTY MANAGEMENT Go live date: 3/1/2021 Go live date: 5/1/2021 Go live date: 8/1/2021 Business Business Department Business Unit# Department Unit# Unit# Department FW023 CODE FW012 CITY ATTORNEY FW020 TRANSPORTATION COMPLIANCE &PUBLIC WORKS FW017 ECONOMIC FW010 CITY AUDITOR FW060 WATER DEVELOPMENT FW036 FIRE FW014 HUMAN RESOURCES FW084 LIBRARY FW019 NEIGHBORHOOD SERVICES FW038 MUNICIPAL FW080 PARK&RECREATION COURTS FW035 POLICE FW006 DEVELOPMENT SERVICES FW025 PUBLIC EVENTS Effective "Go live date" for each department stated above, send invoices electronically to our centralized Accounts Payable department invoice email address: supplierinvoices(a)fortworthtexas.gov. This email address is not monitored so please do not send correspondence to this email address. The sole purpose of the supplier invoices email address is to receipt and process supplier invoices. Please include the following on the subject line of your e-mail:vendor name,invoice number,and PO number, separated by an underscore(ex: Example,Inc._123456_FW013-0000001234) To ensure the system can successfully process your invoice in an expedient manner, please adhere to the following requirements: • All invoices must be either a PDF or TIFFformat. • Image quality must be at least 300 DPI(dots per inch). • Invoices must be sent as an attachment(i.e.no invoice in the body of theemail). • One invoice per attachment(includes PDFs).Multiple attachments per email is acceptable but each invoice must be a separate attachment. RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 29 of 43 43 of 54 Ventrex Environmental Services LLC • Please do not send handwritten invoices or invoices that contain handwritten notes. • Dot matrix invoice format isnot accepted. • The invoice must contain the following information: • Supplier Name andAddress; • Remit to Supplier Name and Address, if different; • Applicable City Department business unit#(i.e.FW013) • Complete City of Fort Worth PO number(i.e.the PO number must contain all precedingzeros); • Invoicenumber; • Invoice date;and • Invoices should be submitted after deliveryof the goods orservices. ***To prevent invoice processing delays,please do not send invoices by mail email and please do not send the same invoice more than once by email to supplierinvoices@a fortworthtexas.gov*** To check on the status of an invoice,please contact the City Department ordering the goods/services or the Central Accounts Payable Department by email at. ZZ FIN AccountsPavable(@fortworthtexas.gov. If you are unable to send your invoice as outlined above at this time, please send your invoice to our centralized Accounts Payable department instead of directly to the individual city department. This will allow the city staff to digitize the invoice for faster processing. If electronic invoicing is not possible, you may send your paper invoice to: City of Fort Worth Attn: FMS Central Accounts Payable 200 Texas Street Fort Worth, Texas, 76102 The city's goal is to receive 100% of invoices electronically so that all supplier payments are processed efficiently. To achieve this goal, we need your support! If you have any questions, please contact the Accounts Payable team at(817)392-2451 or by email to ZZ FIN AccountsPavable fortworthtexas.gov. RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 30 of 43 44 of 54 Ventrex Environmental Services LLC ATTACHMENT-F BIDDER'S QUALIFICATION QUESTIONNAIRE 1. Date your companywas established? 0 ` 2. How many years has your organization been in business under its present name? is - a. List any former names your organization has operated under and thetimeframe(s). �-AlA 3. Have you ever defaulted on a contract?If so,why were you unable to fulfill the obligation? 41 C - - 4. Please provide in a separate attachment documentation showing your company has been in the marketplace for a minimum of two(2)years(i.e.Secretary of State). 5. Can your company fulfil the specifications listed in sections 1.0-3.0 on pages 11-12? Please provide a detailed explanation of methodology Vendor will use to provide all necessary labor,material, personnel and equipment for the collection and disposal of.United States Department of Agriculture(USDA)garbage and medical waste. Yes No. 6. All work performed under this Agreement shall be done in accordance with Texas Administrative Code regulations. Does your company/staff have all applicable licenses and permits necessary to perform the work required under this Agreement? If so, please submit a copy of all applicable licenses with yourresponse. Yes No. If no, please explain why. 7. Will your company be able to meet the City timeframes stated in sections 1.3, 1.6.3, 1.6.8-1.6.10, and 3.3, pages`11-12? L— +�J Yes No. If no, please explain why. RFQt 21-0169 USDA Garbage and Biomedical Waste Vendor Services Agreement Page 31 of 43 45 of 54 Ventrex Environmental Services LLC Jon Niermann,Chairmon Emily Lindley,Commissioner is ye Bobby Janecka,Commissioner 40 Toby Baker,Executive Director TEXAS COMMISSION ON ENviRONMENTAL QUALITY Protecting Texas by Reducing and Preventing Pollution March 20,2020 HORALIA RODRIGUEZ VENTREX EINVIRONNIENTAL SERVICES LLC PO BOX 6202 FORT WORTH,TX, 76115-0202 Re: Medical Waste Transporter Notice of Registration by Rule VENTREX ENWIRONMENTAL SERVICES MSW 5)0 13 5 CN604152389 RN106880933 Registered Since August 16, 2010 Registration Expires: September 30, 2021 Dear HORALIA RODRIGUEZ: The Texas Commission on Environmental Quality(TCEQ) has received your "Application to Claim a Registration by Rule" in accordance with Title 30 Texas Administrative Code (TAC) Section 326 Subchapter E. This letter acknowledges receipt of your claim. It is not an acknowledgment regarding compliance of your operation with state and federal rules and regulations. Failure to comply with all rules and regulations regarding the transporting of untreated medical waste may result in enforcement action and/or the revocation of your transporter registration. A copy of your claim for registration and notice of registration must be available at all times and at all locations where business is being transacted under this registration, including all motorized vehicles or trailers operated under this registration. If any information provided in the claim changes, you must provide an update application within 30 days. Enclosed is a copy of your notice of registration. If you wish to renew your claim, an application for renewal should be submitted at least 60 days prior to the above expiration date. By March I of each year a report summarizing transportation activities for the preceding calendar year (January I through December 3 1) must be submitted to the TCEQ. This action is taken under the authority delegated by the Executive Director of the TCEQ. If you have any questions, please contact the 1HW/N4SW team at(512) 239-6411 Sincerely, Edward Minter,Team Leader Registration and Reporting Section Permitting and Registration Support Division Elvl/GC Enclosure cc: TCEQ Region 04 Office,TX P.O.Box 13087 Austin,Texas 78711-3087 512-239-1000 tceq.texas.gov How is our customer service? tcecl.texas.gov/customersurvey Vendor Services Agreement 48 of 54 Ventrex Environmental Services LLC r f GLENN HEGAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS The Texas Comptroller of Public Accounts (CPA) administers the Statewide Historically Underutilized Business (HUB) Program for the State of Texas, which includes certifying minority, woman, and service disabled veteran-owned businesses as HUBs and facilitates the use of HUBS in state procurement and provides them with information on the state's procurement process. We are pleased to inform you that your application for certification/re-certification as a HUB has been approved. Your company's profile is listed in the State of Texas HUB Directory and may be viewed online at https:gmycpa.cpa.state.tx.us/tpassembisearch/index.jsp. Provided that your company continues to meet HUB eligibility requirements,the attached HUB certificate is valid for the time period specified. You must notify the HUB Program in writing of any changes affecting your company's compliance with the HUB eligibility requirements, including changes in ownership, day-to-day management, control and/or principal place of business. Note:Any changes made to your company's information may require the HUB Program to re-evaluate your company's eligibility. Please visit our website at http://comptroller.texas.gov/procurement/prog/hub/and reference our publications (i.e. Grow Your Business pamphlet, HUB Brochure and Vendor Guide) providing addition information on state procurement resources that can increase your company's chances of doing business with the state. Thank you for your participation in the HUB Program! If you have any questions, you may contact a HUB Program representative at 512463-5872 or toll-free in Texas at 1-888-863-5881. Texas Historically Underutilized Business (HUB) Certificate Certificate/VID Number: 1460539108600 File/Vendor Number: 477800 %VHUB Approval Date: 31 OCT-2018 Scheduled Expiration Date: 31-OCT-2022 Statewide Historically Underutilized Business Program The Texas Comptroller of Public Accounts(CPA), hereby certifies that VENTREX ENVIRONMENTAL SERVICES LLC has successfully met the established requirements of the State of Texas Historically Underutilized Business (HUB) Program to be recognized as a HUB. This certificate printed 02-NOV-2018, supersedes any registration and certificate previously issued by the HUB Program. if there are any changes regarding the information (i.e., business structure, ownership, day-to-day management, operational control, business location) provided in the submission of the business' application for registration/certification as a HUB, you must immediately(within 30 days of such changes)notify the HUB Program in writing.The CPA reserves the right to conduct a compliance review at any time to confirm HUB eligibility. HUB certification may be suspended or revoked upon findings of ineligibility. *_il�_ Laura Cagle-Hinojosa, Statewide HUB Program Manager Statewide Support Services Division Note:In order for State agencies and institutions of higher education(universities)to be credited for utilizing this business as a HUB,they must award payment under the Certificate/VID Number identified above. Agencies,universities and prime contractors are encouraged to verify the company's HUB certification Prior to issuing a notice of award by accessing the Internet(https://myopa.cpa.state.tx.us/tpasscmbisearchlindox.jsp)or by contacting the HUB Program at 512-463-5872 or toll-free in Texas at 1-888-863-5881. Rev.06/16 Vendor Services Agreement 49 of 54 Ventrex Environmental Services LLC MEN Minority Business Enterprise (MBE) Ventrex Environmental Services,LLC Ventrex Environmental Services,LLC has filed with the Agency an Affidavit as defined by NCTRCA Minority Business Enterprise(MBE)Policies& Procedures and is hereby certified to provide service(s)in the following areas: NAICS 541620: ENVIRONMENTAL CONSULTING SERVICES NAICS 561720: JANITORIAL SERVICES NAICS 562111: SOLID WASTE COLLECTION NAICS 562112: HAZARDOUS WASTE COLLECTION NAICS 562119: OTHER WASTE COLLECTION NAICS 562211: HAZARDOUS WASTE TREATMENT AND DISPOSAL NAICS 562910: REMEDIATION SERVICES This Certification commences January 22, 2021 and supersedes any registration or listing previously issued.This certification must be updated every two years by submission of an Annual Update Affidavit.At any time there is a change in ownership, control of the firm or operation, notification must be made immediately to the North Central Texas Regional Certification Agency for eligibility evaluation. Certification Expiration: January 31, 2023 Issued Date: January 22, 2021 CERTIFICATION NO. HFMB46985NO123 Certification Administrator Ventrex Environmental Services LLC x FAVil�t Services,,,iLILC WORKERS'COMPENSATION INSURANCE WAIVER TERMS&CONDITIONS THIS WORKERS' COMPENSATION INSURANCE WAIVER IS AN AGREEMENT BETWEEN CITY OF FORT WORTH and VENTREX ENVIRONMENTAL SERVICES LLC (Supplier) regarding Workers' Compensation coverage, City of Fort Worth requires that Supplier maintain workers' compensation insurance. Supplier agrees that it is an independent contractor and is not covered by the workers' compensation policy of City of Fort Worth or any related entity. Supplier has indicated that it is not required by Applicable Law to obtain workers' compensation insurance. Therefore, City of Fort Worth waives the requirement that Supplier obtain workers' compensation insurance and,TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (1) Supplier waives all claims against City of Fort Worth for injuries to Supplier or Supplier's employees in connection with their contracted work or services, and (2) Supplier shall indemnify and defend City of Fort Worth against all claims and liabilities arising out of or related to injuries to Supplier or Supplier's employees in connection with their contracted work or services, Supplier agrees to waive all subrogation rights against city of Fort Worth. Su er Date Vendor Services Agreement 51 of 54 Ventrex Environmental Services LLC Ventrex Envircnmental Services, LLC August 13, 2021 RFQt 21-0169 USDA Garbage and Biomedical Waste nyiUUrrIUIIL, 16.1.6 Detailed explanation of methodology Vendor will use to provide all necessary labor, material, personnel and equipmentfor the collection and disposal of United States Department of Agriculture (USDA)garbage and medical waste; Biomedical Waste Ventrex Environmental Services, LLC is currently the vendor for the City of Fort Worth Biomedical waste disposal. We schedule the pickup for medical waste as requested with Roger Grantham and provide the medical waste boxes,biohazard red bags, sharps containers and pharmaceutical containers as stated in the contract per request of the Environmental Program Supervisor. Ventrex Environmental Services, LLC sends a team of two technicians to complete the pickup of the medical waste and provides all required manifests as required by TCEQ. The waste is labeled,weighed, and sent for destruction either incinerated or autoclaved depending on the type of waste as required by TCEQ regulations. Please feel free to contact me if you have any further questions. Sincerely, John-David Rodriguez, Sr. jd.rodri uezgventrex-es.net Operations Manager Ventrex Environmental Services, LLC (817) 875-3557—Mobile/24 Hours Emergency (817) 615-4080—Office (817) 615-8117—Fax www.ventrex-es.net Vendor Services Agreement 52 of54 Ventrex Environmental Services LLC CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2021-789352 Ventrex Environmental Services, LLC Fort Worth,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 08/11/2021 being filed. City of Fort Worth Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. CFW01-21-00169 USDA Garbage and Biomedical Waste Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Rodriguez,John-David Fort Worth,TX United States X X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION G� My name is :Sohn- Da idk 'Rc&r i 4 V2 z and my date of birth is T My address is 00�05 �I�YYlYY1" sCIJt�G,&L l ) A V1 �4 )De+l 1 , l� , (�J (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in 1 dAR-0,I * County, State of��,on the l`1 day of U } ,20 a`\. ( onth) (year) Signat of authorized a t o ontracting business entity (Decl r Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.ceffd98a Vendor Services Agreement 53 of 54 Ventrex Environmental Services LLC EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY Ventrex Environmental Services,LLC Contractor hereby agrees to provide City with independent audit basic financial statements,but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Contractor and to execute any agreement,amendment or change order on behalf of Contractor. Such binding authority has been granted by proper order,resolution, ordinance or other authorization of Contractor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Contractor. Contractor 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 Contractor. 1. Name: John-David Rodriguez,Sr. Position:Owner .7,,)he oavicl ac2 z S� i,hn-n—id o,,,i rig—,cr ct ii,?(En 1F 1F rnr) Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: .7,)h;I—Z�iy/Y ��I"wz c1� John-David Rodriguez,Sr.(Oct 13,2 116:16 CDT) Signature of President/CEO Other Title:Owner Date: Oct 13,2021 Vendor Services Agreement 54 of 54 Ventrex Environmental Services LLC