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Contract 56862
City Secretary Contract No. 56862 RTWORTH. NON-EXCLUSIVE JANITORIAL SERVICES AGREEMENT This NON-EXCLUSIVE JANITORIAL 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 UBM Enterprise, Inc. ("Vendor"or"Contractor"), a Texas Corporation, Federal ID#20-4557904 and acting by and through its duly authorized representative,each individually referred to as a"party"and collectively referred to as the "parties." WHEREAS City, through its Property Management Department, contracts for janitorial services and supplies for the City's various facilities; and WHEREAS through Invitation to Bid (ITB) No. 21-0152 the City solicited bids to award agreements for janitorial services and supplies on an as-needed basis at the City's facility located at 100 Energy Way,Fort Worth, Texas 76102 with an aggregate amount of$1,144,728.44 per year for contracts awarded to the successful bidders; and WHEREAS Vendor was one of the successful bidders awarded a contract to provide non-exclusive Janitorial services and supplies to the City; and WHEREAS, City and Vendor wish to set out the terms of Vendor's non-exclusive janitorial services and supplies agreement. AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Non-Exclusive Janitorial Services Agreement; and 2. Exhibit A—Scope of Services; and 3. Exhibit B—Payment Schedule. Exhibits A and B, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A and B and the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement shall control. I. Scope of Services. Janitorial Services(the "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 December 14, 2021 ("Effective Date") and expires on December 13, 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"). OFFICIAL RECORD Non-Exclusive Janitorial Services Agreement UBM Enterprise,Inc. CITY SECRETARY FT. WORTH, TX City Secretary Contract No. 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 One Million One Hundred Forty Four Thousand Seven Hundred Twenty Eight Dollars and Forty Four Cents ($1,144,728.44). City makes no promise or guarantee of the total amount of work that will be assigned to Vendor under this Agreement.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. 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. Non-Exclusive Janitorial Services Agreement Page 2 of 34 UBM Enterprise,Inc. City Secretary Contract No. 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, 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 Non-Exclusive Janitorial Services Agreement Page 3 of 34 UBM Enterprise,Inc. City Secretary Contract No. 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 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. Assignment and Subcontracting. 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 Non-Exclusive Janitorial Services Agreement Page 4 of 34 UBM Enterprise,Inc. City Secretary Contract No. obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000- Aggregate (b) Automobile Liability: $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): ❑ Applicable ®N/A $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 Non-Exclusive Janitorial Services Agreement Page 5 of 34 UBM Enterprise,Inc. City Secretary Contract No. 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 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 Regulations. 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: Non-Exclusive Janitorial Services Agreement Page 6 of 34 UBM Enterprise,Inc. City Secretary Contract No. To CITY: To VENDOR: City of Fort Worth UBM Enterprise,Inc. Attn: Assistant City Manager Michael Smiddy,President 200 Texas Street 11102 Able Lane Fort Worth,TX 76102-6314 Dallas,TX 75229 Facsimile: (817) 392-8654 Facsimile: (972)243-5237 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. Notwithstanding the foregoing,this provision will not apply to an employee of either party 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 Non-Exclusive Janitorial Services Agreement Page 7 of 34 UBM Enterprise,Inc. City Secretary Contract No. 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 and B. 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 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, Non-Exclusive Janitorial Services Agreement Page 8 of 34 UBM Enterprise,Inc. City Secretary Contract No. 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. 29. No Bovcott 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 Non-Exclusive Janitorial Services Agreement Page 9 of 34 UBM Enterprise,Inc. City Secretary Contract No. 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) Non-Exclusive Janitorial Services Agreement Page 10 of 34 UBM Enterprise,Inc. City Secretary Contract No. IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person bAK'a'BAGu7r responsible for the monitoring and administration of By: Dana Burghdoff(Me 16,20 14:2s CST) this contract,including ensuring all performance and Name: Dana Burghdoff reporting requirements. Title: Assistant City Manager Date: 12-16-2021 Age X/SM-O/_ By: Alan H.Shuror(Dec 15,202111:20 CST) Name: Alan Shuror APPROVAL RECOMMENDED: Title: Asst. Property Management Director APPROVED AS TO FORM AND LEGALITY: Sterne-crr'- By: Steve Cooke(Dec 15,202111:27 CST) Name: Steve Cooke Title: Property Management Director By: u Name: Matt Murray ATTEST: Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 21-0952(December 14,2021) By. ette S.Goodall(Dec 16,202114 CST) Form 1295: 2021-827072 Name. Jannette Goodall Title: City Secretary �o�i°F 0000. 4 -- j' ° d �v° °. ° 00 00 41 0000000, VENDOR: a4EXASbAp UBM Enterprise,Inc. By: Name: Michael Smiddy Title: President Date: OFFICIAL RECORD CITY SECRETARY Non-Exclusive Janitorial Services Agreement FT. WORTH, TX UBM Enterprise, Inc. City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES 1. GENERAL REQUIREMENTS I.I. Contractor shall perform the professional janitorial and related services described in this scope of work at the building commonly known"100 Energy Way Plaza"and located at 100 Energy Way, Fort Worth, TX 76102 (the `Building"). It is the expectation of the City to obtain first class Janitorial services comparable to or better than that provided for comparable buildings. 1.2. Contractor shall maintain complete personnel files on all employees including documentation of employment and termination dates. Contractor must also keep personnel records as mandated by any federal,state,or local government including immigration and naturalization requirements. 1.3. Contractor shall retain all labor records and documentation relating to this Agreement for a period of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years.Additionally,any changes resulting from matters such as incorrect time cards shall be fully documented and retained for a period of(3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years. 1.4. All the services hereunder and all activities of the Contractor shall be performed at times designated by or satisfactory to the City; the services shall be performed in such a manner as not to disrupt normal operations of the Building. Contractor will also be subject to any special conditions set forth in writing by the City's Property Management Department (PMD) and any additional cost to the City will be negotiated at that time. 1.5. In the event of any labor disputes,Contractor shall maintain a minimum level of service in the event any incident arises which would disrupt normal service for more than two(2)consecutive days.Minimal services to be maintained are as follows: 1.5.1. Pull trash nightly 1.5.2. Restroom maintenance nightly 1.5.3. Ground floor maintenance nightly 1.5.4. Elevator cab maintenance nightly 1.5.5. Sanitize all occupied areas nightly,following the guidelines on the end list products listed on the Centers for Disease Control(CDC)website. 1.6. The Contractor shall develop and maintain an orientation and training program for service employees involved in this Agreement. Such training program shall be approved by the PMD and shall include but shall not be limited to the following: 1.6.1. Tour of the Building as it relates to the employee's responsibilities. 1.6.2. Compensation,fringe benefits,and the required use and maintenance of uniforms. 1.6.3. Clear understanding of job responsibilities. 1.6.4. Clear understanding of cleaning methods and the proper use of products and equipment. 1.6.5. Cleaning standards expected of each employee. Non-Exclusive Janitorial Services Agreement Page 12 of 34 UBM Enterprise,Inc. City Secretary Contract No. 1.6.6. Cleaning Specifications as they apply to the employee's assigned job. 1.6.7. Orientation and training shall be an ongoing process either on an individual basis or group basis with records of training sessions maintained by the Contractor. 1.6.8. Security procedures. 1.6.9. Emergency regulations. 1.7. Contractor shall maintain a list of the equipment that they will utilize to service the Building. 1.8. Contractor shall frequently inspect the quality and effectiveness of its work and,when inspection indicates that there is a deficiency, Contractor will then follow through without hesitation to correct the deficiency. 1.9. The Contractor shall provide PMD, on a periodic basis as determined by PMD, an operating assessment that includes analysis of staffing levels, quality improvement opportunities, as well as efficiency improvement opportunities. 1.10. Contractor and City shall use emails for the purpose of communicating written messages to the other party each day that services are provided. Such communication shall include, but not be limited to, information about tenants working late, complaints received by City form tenants, non-cleaning repairs needed in the Building, and specific cleaning requests. Contractor will obtain the Cleaning Control Book from the Building Management Office each afternoon and return it that night after the completion of services. 1.11. Contractor shall comply with all federal, state,county,municipal and other local laws,rules and regulations,which are now,or may in the future,become applicable to Contractor or Contractor's business, equipment and personnel engaged in operations covered by this Contract or accruing out of the performance of such operation. 1.12. The Contractor shall be responsible for the complete performance of all of the work under the Contract,and for the tools,equipment,materials,supplies and methods used to perform the work, and property of every description used in connection therewith. 1.13. Additional service locations and services of the same general category may be added to this Agreement with the mutual written agreement of City and Contractor. 2. MATERIALS AND SUPPLIES 2.1. The Contractor shall furnish all cleaning supplies, trashcan liners, materials, and equipment necessary for the provision of complete janitorial services. These supplies, materials, and equipment must be of quality acceptable to the City. 2.2. No material shall be used that will damage floors, floor covering, toilet fixture, woodwork, painted surfaces,furniture,etc.,or which will create health or safety hazards. 2.3. All products must be user friendly and environmentally safe. Where the City specifies specific products,there shall not be deviation without the express written permission from the PMD, in which case samples of proposed materials to be used shall be submitted before the materials are used. 2.4. PMD may approve or disapprove any product prior to or during the term of the contract period. Janitorial Services Agreement Page 13 of 34 UBM Enterprise,Inc. City Secretary Contract No. 2.5. The Contractor shall not use any material that PMD determines unsuitable for the purpose or harmful to the surfaces to which applied or to any other part of the building, its contents or equipment. The wax used in the building must be approved by the Underwriters Laboratories (UL). 2.6. The City shall furnish paper and soap products(toilet paper,paper towels, seat covers, feminine hygiene products,hand and body soap, and shampoo). 2.7. The City reserves the right to request that the Contractor furnish the paper and soap items listed in this Scope of Services either temporarily or permanently. The City shall pay Contractor's cost for such items in accordance with the payment schedule. 2.8. The Contractor shall provide PMD with receipts proving its costs of furnished items. 3. EQUIPMENT 3.1. The Contractor shall furnish all the necessary cleaning equipment, including commercial type power driven machines,vacuum cleaners, and all necessary motors,trucks, etc.needed for the performance of the work of this contract. Such equipment shall be of the size and type customarily used in work of this kind and shall meet the gpprovalof the City. 3.1.1. Contractor's equipment deemed by PMD to be of improper type or inadequate for the purpose intended shall be replaced at Contractor's expense. 3.1.2. The Contractor shall furnish and maintain all equipment necessary for proper cleaning and maintenance of the building. 3.1.3. The City reserves the right to make inspection of equipment at any time during performance of this Agreement. 3.1.4. Any of the Contractor's equipment found to be in unsafe operating condition must be replaced immediately,at the Contractor's expense. 3.1.5. Failure to provide suitable equipment for the performance of this Agreement could be grounds for the City to terminate the contract. 3.1.6. Major equipment is needed in order to perform the specified work requirements and must be located on the work site at all times. Contractor shall not transport heavy major equipment to service other locations. 3.1.7. It is the Contractor's responsibility to provide any additional equipment needed to service the Building in order to perform the required services(daily,weekly,etc.) as specified. 4. REQUEST TO CHANGE EQUIPMENT 4.1. The Contractor,if desirous of changing from the initial selection of equipment and tools, shall first ascertain that the alternate equipment or tools equal or exceed the original equipment and tool specifications. 4.2. The Contractor shall submit a written "request to change" to PMD defining the alternate tools or equipment along with the manufacturer's specifications. 4.3. If the alternate equals or exceeds the original equipment and tool specifications as submitted in the bid,performs as well as the initial selection as demonstrated by actual performance testing (if requested by PMD),causes no operational interference with or damage to the Building,and is in the best interest of City,then the alternate shall be approved for use. 4.4. Any costs associated with evaluating an alternate or changing to alternate equipment shall be borne by the Contractor. Janitorial Services Agreement Page 14 of 34 UBM Enterprise,Inc. City Secretary Contract No. 5. CHEMICALS 5.1. The Contractor shall furnish all chemicals necessary to perform the work of this Agreement. 5.2. The Contractor shall use only those brands and types of chemical and disinfectants found on the List N of the Environmental Protection Agency(EPA). The List N can be found https:Hcfpub.epa.gov/giwiz/disinfectants/index.cfin. Contractor shall provide a list of chemicals and disinfectants that will be used for routine cleaning and disinfecting. 5.3. The City reserves the right to reject any brand or type and may instruct the Contractor to substitute another product acceptable to the City. 5.4. No other chemicals of any brand or type may be used unless the Contractor has obtained written permission to change. 5.5. The Contractor must have annual training for all employees on hazardous chemicals and provide signed documentation of such training by each employee. 5.6. Materials may be identified by PMD to be tested by a recognized testing laboratory. 5.7. A copy of the laboratory report giving the results of the test and a sample of each product,if requested, shall be provided to PMD,at the cost of the Contractor. 5.8. The Contractor must identify all chemicals that are reported as hazardous and provide all applicable Material Safety Data Sheets(MSDS). 5.9. Prohibited Chemicals: No ammonia,bleach,powdered cleanser,or any other similar type of harsh chemical shall be used the performance of the work without the written approval of PMD. 6. CHEMICAL SUBSTITUTION 6.1. The Contractor shall submit a written request to the PMD prior to substituting chemicals. 6.2. This written request shall identify the product use,brand name,the manufacturer's complete name, address and telephone number. 6.3. The Contractor shall attach a product brochure, OSHA Form 20, and chemical specifications to the written request.The Contractor shall provide PMD with a container of the chemical to be used for on-site evaluation. 6.4. At the sole discretion of the PMD, the Contractor shall be required to submit the proposed chemical to an independent testing laboratory selected by PMD for evaluation and comparison to chemical brands referenced in the specifications. 6.5. If the alternate brand performs as well as or better than the chemical brands bid as determined by an independent testing laboratory or on-site evaluation as determined by PMD, and causes no interference with the operational activities of or damage to the Building and is in the best interest of City,then the chemical shall be approved for use in the performance of the work. 6.6. Additional costs associated with testing or using an alternate brand or chemical or with changing from one brand to another brand will be borne by the Contractor, if the test or change was requested by the Contractor. 6.7. The Contractor shall maintain on site a copy of OSHA Form 20,MSDS,or equivalent forms,for all chemicals used in the performance of the work and shall provide the PMD with a copy. The MSDS will be posted in all closets where cleaning chemicals are stored. The MSDS must be multilingual to sufficiently accommodate non-English speaking employees assigned by Contractor to the Building. Should this contract be terminated early for any reason, Contractor must leave behind the material safety data sheets. Janitorial Services Agreement Page 15 of 34 UBM Enterprise,Inc. City Secretary Contract No. 6.8. All chemicals used must have manufacturer's quality control batch numbers included on cases or containers. 7. OFFICE AREAS SCHEDULE 7.1. The following services shall be performed nightly(5 nights per week): 7.1.1. Empty and clean all waste receptacles and remove waste paper and rubbish to the designated area. 7.1.2. Hand dust or wipe clean with damp or treated cloth all horizontal surfaces,desks, chairs, files,telephones,picture frames,etc. Do not rearrange materials on desks. 7.1.3. Clean and sanitize drinking fountains,follow with stainless steel cleaner as needed taking care not to leave any oily residue. 7.1.4. Spot clean all windows and partition glass including lobby glass and glass table tops. 7.1.5. Vacuum traffic carpet areas.Broom sweep all oriental antique rugs. (Do not pull vacuum cords around corners.)Edges should either be swept or vacuumed with appropriate edge cleaning tools,as required. 7.1.6. Remove all finger marks and smudges from all vertical surfaces taking care not to mark material finishes. 7.1.7. Dust mop and spot clean all tiled areas. 7.1.8. Damp wash and wipe dry all plastic or desk tops. 7.2. Services performed as necessary or in the frequency stated: 7.2.1. Wash waste receptacles.To be done if liquids might have leaked into the receptacle through the plastic liner or in other areas,as required. 7.2.2. Detail vacuuming will be done one time per week on Sundays. 7.2.3. Sweep internal stairways and vacuum,if carpeted. Dust handrails and vertical surfaces— not less than weekly. 7.2.4. Damp mop floors where spillage occurred or dirt tracked in. 7.2.5. Machine buff all non-carpet floors—not less than monthly. Strip and recoat as necessary. 7.2.6. Spot clean carpet areas.Major carpet cleaning will be handled outside of this Agreement. 7.2.7. Detail dusting including high(8 ft. and under)to include lobby transoms and low dusting to be done not less than weekly. 7.2.8. Dusting light fixtures exteriors—at least semi-annually. 7.2.9. Vacuum/dust all perimeter slot diffusers on an annual basis. 7.2.10. Clean all air vent grills. 7.2.11. Dust window blinds quarterly. 7.2.12. Dust and wash window sills. 7.2.13. Dust fire extinguishers/fire extinguisher cabinets. Janitorial Services Agreement Page 16 of 34 UBM Enterprise,Inc. City Secretary Contract No. 7.2.14. Dust all doors monthly. 8. RESTROOMS SCHEDULE 8.1. The following services shall be performed nightly(5 nights per week): 8.1.1. Empty and clean all waste receptacles and remove waste paper and rubbish to the designated area. 8.1.2. Empty,clean,and disinfect all sanitary napkin receptacles. 8.1.3. Wash and disinfect all basins,urinals,and bowls using non-abrasive cleaners to remove stains and clean undersides of rim on urinal and bowls.Wash both sides of toilet seats. 8.1.4. Clean and polish all mirrors,bright work,and enameled surfaces. 8.1.5. Spot clean all partitions,tile walls,doors and outside surfaces of all dispensers and receptacles. Damp wipe all lavatory tops and remove water spots from all surfaces next to dispensers/receptacles. Spot clean around light fixtures. 8.1.6. Clean and disinfect all flush-o-meters,piping and other metal. 8.1.7. Fill toilet tissue, soap,towels and sanitary napkin dispensers. Do not place any extra supplies on top of dispensers or counter top. 8.1.8. Sweep,wet mop,and thoroughly rinse floor. Clean all corners and edges to prevent dirt buildup. Do not leave standing water on the floor. 8.2. Services performed as necessary or in the frequency stated: 8.2.1. Scrub all floors at least monthly—intent is to prevent buildup of dirt in grout. 8.2.2. Dump at least once gallon of water down restroom floor drain and wipe clean drain grill at least weekly. 8.2.3. Thoroughly wash all partitions at least monthly. 8.2.4. Dust all walls at least quarterly. 8.2.5. Wash all walls at least semi-annually. 8.2.6. Clean light fixtures at least annually. 8.2.7. Clean air vent grills at least quarterly. 8.2.8. Clean soap dispensers. 8.2.9. It is the intention to keep the restrooms thoroughly clean and not to use a fragrance or deodorant to mask odor. Disinfectants must be odorless.Abrasive cleaners or products that mange any surface are not permitted. 9. ELEVATORS SCHEDULE 9.1. The following services shall be performed nightly(5 nights per week): 9.1.1. Dust light lenses,damp wipe,if necessary. 9.1.2. Spot clean walls. 9.1.3. Dust or damp wipe finish metal and floor buttons. Janitorial Services Agreement Page 17 of 34 UBM Enterprise,Inc. City Secretary Contract No. 9.1.4. Clean and polish all thresholds and tracks. 9.1.5. Carpet floors,clean edges,vacuum and spot. 9.1.6. Spot-clean hall side of doors,frame and hall call button. 9.1.7. Dry mop wood elevator landings 9.2. Services performed,as necessary: 9.2.1. Dust ceiling. 9.2.2. Tile or other floor in service cars; sweep wash,dress and buff one time per month. 9.2.3. Low moisture or dry carpet cleaning monthly. 9.2.4. Wash hall side of doors and frame. 10. LOBBY SCHEDULE 10.1. Services performed nightly(5 nights per week): 10.1.1. Sweep and spot mop the limestone and granite flooring. 10.1.2. Clean all edges and corners. 10.1.3. Clean glass doors,adjacent glass panels,and glass top of revolving doors;clean and sanitize all door handles and high touch points. 10.1.4. Spot clean and polish all metal doors,door frames,etc. 10.1.5. Dust horizontal surfaces under 8ft. 10.1.6. Empty all trash receptacles,clean and polish. 10.1.7. Spot clean directory board and graphics. 10.1.8. Clean security desk and surrounding area. 10.1.9. Spot clean all walls. 10.1.10. Vacuum mats 10.2. Services performed as necessary or in the frequency stated: 10.2.1. Dust or wash granite walls up to 8 ft. at least quarterly. 10.2.2. Clean all air diffusers/grills up to 8 ft. at least monthly. 11. COMMON AREAS SCHEDULE 11.1. The following services shall be performed nightly: 11.1.1. Sweep and vacuum floors. 11.1.2. Spot clean carpet as necessary. 11.1.3. Spot clean walls—dust as necessary. 11.1.4. Clean and sanitize drinking fountains,follow with stainless steel cleaner as needed, taking care not to leave any oily residue. Janitorial Services Agreement Page 18 of 34 UBM Enterprise,Inc. City Secretary Contract No. 11.1.5. Spot clean any windows and partition glass. 11.1.6. Empty,clean and polish trash receptacles,including in the parking garage and the smoking designated areas. 11.2. Services performed as necessary or in the frequency stated: 11.2.1. Dusting light fixtures—not less than monthly. 11.2.2. Dust/wash air vent grills—not less than monthly. 11.2.3. Dust all doors—not less than monthly. 11.2.4. Dust and damp wipe exit signs quarterly. 12. BUILDING STAIRWAYS AND LANDINGS SCHEDULE 12.1. Services performed as necessary or in the frequency stated: 12.1.1. Police for trash,remove gum daily. 12.1.2. Sweep/spot mop not less than weekly. 12.1.3. Dust handrails and other vertical members,twice per month. 12.1.4. Dust light fixtures—not less than quarterly. 12.1.5. Dust/wash all vents and painted piping monthly. 12.1.6. Clean prints and marks from doors nightly. 13. SERVICE HALL FREIGHT ELEVATORS VESTIBULES SCHEDULE 13.1. Services performed as necessary or in the frequency stated: 13.1.1. Sweep,then spot mot or wet mop nightly. 13.1.2. Spray buff not less than monthly. 13.1.3. Strip and recoat quarterly. 13.1.4. Clean prints and marks from doors nightly. 13.1.5. Dust/wash all vents and painted piping not less than monthly. 13.1.6. Dust light fixtures-not less than quarterly. 13.1.7. Spot clean walls nightly up to 8ft. 14. MANAGER'S OFFICE,STAGING AREA,JANITORIAL ROOMS SCHEDULE 14.1. Services performed as necessary or in the frequency stated: 14.1.1. Maintain all janitorial areas in a clean,neat,and orderly condition at all times. 14.1.2. Maintain office and staging area in same fashion as tenant office areas. 15. LOADING DOCK SCHEDULE 15.1. The following services shall be performed nightly: 15.1.1. Place all trash in compactor. Janitorial Services Agreement Page 19 of 34 UBM Enterprise,Inc. City Secretary Contract No. 15.1.2. Sweep dock and dock area and remove any spots/spills. 15.1.3. Spot clean walls by dock office and service elevator. 15.1.4. Clean glass,empty trash, sweep/clean floor in dock office. 15.1.5. Clean and polish ash urn—replace sand as necessary. 15.2. Services to be performed as necessary or in the frequency stated(To be completed by Day Supervisor): 15.2.1. Seam and/or power wash all loading dock base,truck areas and exterior(top and sides)of trash compactor—not less than monthly. 15.2.2. Steam and/or power wash all loading dock vertical walls—not less than annually. 15.2.3. Maintain floor surface in dock office. 15.2.4. Upon completion of nightly duties,the floor supervisors will insure that all offices have been cleaned and left in a neat and orderly condition,all lights have been turned off, and all areas properly secured. Supervisors will be responsible for completing a Nightly Supervisor Checklist that details any problems encountered during the course of cleaning either the tenant space or public areas. 16. COURTYARD/SIDEWALK SCHEDULE 16.1. The following services shall be performed daily: 16.1.1. Police for trash—all areas including planting beds and long curb. 16.1.2. Empty trash barrels,clean and polish/wipe off. 16.1.3. Straighten and dust off furniture. 16.1.4. Remove gum from area 16.2. Services performed as necessary or in the frequency stated: 16.2.1. Steam and/or power wash granite pavers, sidewalks, and stairs—to be completed no less than quarterly at an additional charge. 16.2.2. Clean/wash fountains,chairs and trach receptacles—to be completed no less than monthly. 17. DAY SERVICE SCHEDULE 17.1. Specific written job descriptions will be developed for each day person's position. The tasks below are meant only to serve as guidelines. 17.2. At least twice daily,check men's and women's washrooms for paper stock replacement. Wipe down and clean all lavatory tops and fixtures. Police restroom to prevent paper/trash on floor. Report any problems to PMD. 17.3. Vacuuming of elevator cabs will be performed at least three (3)times daily.All smudges, fingerprints to be removed from metal surfaces at same time vacuuming is done. 17.4. There will be a constant surveillance of the lobby,courtyard and sidewalk areas to insure cleanliness. Dust mop as required. Remove fingerprints from door glass and metal surfaces daily. Clean trash from planters. Janitorial Services Agreement Page 20 of 34 UBM Enterprise,Inc. City Secretary Contract No. 17.5. The first floor exterior side of all retail glass will be maintained as needed. Retail door glass will be spot cleaned and sanitized at least once daily. 17.6. The loading dock and service hallway will be policed for trash. 17.7. Perform all special cleaning needs of individual tenants as authorized by PMD. 17.8. Performed all specific duties as detailed in the day maid/day porter job description. 18. FITNESS CENTER SCHEDULE 18.1. The following services shall be performed nightly: 18.1.1. Wash both sides of entrance door glass and windows;polish door frames and thresholds. 18.1.2. Spot clean glass,mirrors,and reflective surfaces to remove fingerprints and smudges. 18.1.3. Spot clean and sanitize doors,walls,and wall switches. 18.1.4. Dust horizontal surfaces and ledges. 18.1.5. Clean,sanitize, and polish drinking fountains&spouts. Remove splash marks from surrounding walls. 18.1.6. Wipe clean all exercise equipment and components. Disinfect surfaces where body contact is made. 18.1.7. Dust and wet mop floors,using a germicidal detergent approved by PMD. 18.1.8. Vacuum all carpeted areas and walk-off mats. Spot clean to remove stains. 18.1.9. Dust and spot clean all cove base and low horizontal ledges. 18.1.10. Clean and sanitize lockers,benches and reflective surfaces. 18.1.11. Clean and inspect shower curtains for cleanliness and condition.Notify PMD of any needed repairs of defects. 18.1.12. Replenish consumable supplies,including toiletries provided by PMD. 18.2. Services performed as necessary or in the frequency stated: 18.2.1. Wash all mirrors not less than weekly. 18.2.2. Detail vacuum all carpeted areas,including edges and around equipment—not less than weekly. 18.2.3. Machine or hand scrub all tiled floors and walls—not less than monthly. 18.2.4. High and low dust all vertical and horizontal ledges and surfaces,including light fixtures, signage,air diffusers and grilles—not less than weekly. 19. COVID-19 CLEANING AND DISINFECTION PROTOCOL 19.1. Day Staff Specific Cleaning(Common Areas) 19.1.1. In addition to routine cleaning, surfaces touched by staff,visitors, and other occupants of the buildings in high traffic areas shall cleaned and disinfected according to the U.S. Environmental Protection Agency (EPA) best practices with an EPA-registered disinfectant at least three times per day. The EPA's Cleaning and Disinfecting: Best Janitorial Services Agreement Page 21 of 34 UBM Enterprise,Inc. City Secretary Contract No. Practices During the COVID-19 Pandemic and list of approved disinfectants can be found at: hitps://www.epa.gov/coronavirus.A recommended schedule would be: 19.1.1.1. Early morning—cleaning of touchpoints to prepare for the day. 19.1.1.2. Mid-morning—following morning high traffic period and prior to lunch. 19.1.1.3. Mid-afternoon—following lunch and prior to evening high traffic period. 19.1.2. Surfaces requiring this additional cleaning shall include,but are not limited to: 19.1.2.1. Elevators—wall panels and control panel 19.1.2.2. Light switch plates 19.1.2.3. Escalator handrails 19.1.2.4. Entry door openings pulls and push panels 19.1.2.5. Stair and mezzanine railings 19.1.2.6. Restrooms—see detailed instructions provided below. 19.1.2.7. Security consoles 19.1.2.8. Conference centers(common use) 19.1.2.9. Fitness centers/locker rooms 19.2. Cleaning of Restrooms(Day Staff) 19.2.1. Wipe down contact surfaces with an EPA-registered disinfectant at least three times per day. These surfaces will include: 19.2.1.1. Toilet seats 19.2.1.2. Stall door handles 19.2.1.3. Flush valve handles 19.2.1.4. Sinks and water faucet handles 19.2.1.5. Counter tops 19.2.1.6. Towel dispensers 19.2.1.7. Door exit push plates and entry pulls 19.3. Night Staff Specific Cleaning 19.3.1. In addition to routine cleaning products, the following surfaces shall be cleaned with an EPA-registered disinfectant. 19.3.1.1. Elevators—wall panels and control panel 19.3.1.2. Escalator handrails 19.3.1.3. Entry door opening pulls and push panels 19.3.1.4. Restrooms/locker rooms—see detailed instructions provided herein. Janitorial Services Agreement Page 22 of 34 UBM Enterprise,Inc. City Secretary Contract No. 19.3.1.5. Security consoles 19.3.1.6. Conference Centers(common use) 19.3.1.7. Kitchen areas and breakrooms to include counters, tables, sinks, faucets, floors, handles and appliances,etc. 19.3.1.7.1. The kitchen area in the Building's cafe will not be cleaned by Contractor. Contractor will only be responsible for cleaning kitchen areas in break rooms. 19.4. Cleaning of Restrooms(Night Staff) 19.4.1. Clean contact surfaces with an EPA-registered disinfectant during nightly cleaning. These surfaces shall include: 19.4.1.1. Toilets/urinals 19.4.1.2. Stall door handles 19.4.1.3. Sinks and water faucets handles 19.4.1.4. Restroom supply dispensers 19.4.1.5. Door exit push plates and entry pulls 19.4.1.6. Floors 20. REQUIREMENTS FOR PERSONNEL 20.1. Absolutely no friends or relative will be allowed to help clean or accompany workers in the building,unless employed by the Contractor. 20.2. Workers WILL NOT ALLOW anyone into the building,or tenant space at any time. 20.3. Contractor, at its own expense, shall furnish each of its employees and identifying garment,the color and design of which shall be professional and inoffensive. All of Contractor's hourly employees engaged in providing the services shall be required to wear such garment at all items. Contractor shall insure that all uniforms are maintained in a neat and cleaning condition. 20.3.1. All personnel must dress neatly and be well groomed. 20.3.2. Picture I.D.badge will be worn at all times when working in or about the building. 20.3.3. No T-shirts or sandals are to be worn. 20.3.4. Appropriate foot ware is to be worn at all times. 20.3.5. Hair must be clean and neat. 20.3.6. Pants and shirts are to be without holes. 20.3.7. All shirts are to have collars (polo type shirts) and be tucked in at all times. 20.4. Day Staff. The day crew is to be dressed in identifiable uniform with logo on it. Color is designated by Contractor or PMD. 20.4.1. Cleaning staff that work primarily outside,or in the garage maybe permitted to wear short sleeved knit three button shirts during the summer months,or during times of extreme heat. Janitorial Services Agreement Page 23 of 34 UBM Enterprise,Inc. City Secretary Contract No. 20.5. Night Staff. The night crew is to be dressed in long and/or short sleeved shirts of a similar color with black or tan pants. 20.6. Breaks: 20.6.1. Break areas will be designated by Contractor. 20.6.2. Entering secured areas or roof area is not permitted. 20.6.3. Tenant vending machines are not to be used. 20.6.4. Food in kitchen areas or refrigerator will not be taken. 20.6.5. All trash will be removed and break areas thoroughly cleaned. 20.7. Telephone Procedure: 20.7.1. No outgoing or incoming calls allowed. 20.7.2. Tenant phones shall not be used except in the event of an emergency requiring 911 assistance. 20.8. Smoking,Alcohol, and Drugs: 20.8.1. Workers shall be prohibited from working under the influence of alcohol or drugs,and any employee found in violation of this policy shall be subject to immediate dismissal. 20.8.2. Smoking on the job is prohibited. 20.8.3. Contractor's employees shall not bring intoxicants or illegal drugs onto City property. 20.9. Property Damage: 20.9.1. Property damage will be reported immediately to security staff. 20.9.2. Individuals who fail to report property damage immediately maybe subject to immediate dismissal. 20.10. Trash Removal 20.10.1. Elevators will not be locked off or held on any floors to remove trash or equipment; only designated elevators will be used. 20.10.2. Building entrance doors will NOT be used to remove trash from the building. 20.10.3. Prior to removal,trash will be properly protected against spillage or staining of carpet and floors. 20.10.4. All trash will be brought down to the dock via the service elevator; a rubber bumper- type cart should be used. 20.10.5. Building supervisor will train and coordinate selected personnel in the operating procedures of the trash compactor. 20.10.6. All recyclable material shall be placed in recycling bins located in the parking structure. 20.10.7. Any spills or debris should be cleaned up prior to leaving this area. 20.10.8. Any defects or improper working conditions must be reported to the Manager. Janitorial Services Agreement Page 24 of 34 UBM Enterprise,Inc. City Secretary Contract No. 20.11. Cleaning 20.11.1. Workers WILL NOT: 20.11.1.1. Perform services beyond their capabilities or training. 20.11.1.2. Use cleaning equipment or electrical outlets in need of repair. 20.11.1.3. Look in desk drawers,furniture,file cabinets,clothing,or areas not assigned for cleaning. 20.11.1.4. Take any item from tenant space no matter how small the item may be (ex: gum, one penny,etc.). 20.11.1.5. Loiter in the parking area before or after work duties. 21. BACKGROUND INVESTIGATIONS 21.1. To the extent possible by law and local circumstances, Contractor shall conduct a pre- employment check for each person intended to be employed for such purpose of rendering Services hereunder, and such pre-employment check shall determine a person's suitability for employment on the basis of the following factors:job qualifications,including prior experience and recommendations (if any), naturalization or citizenship status, honesty and integrity and personal grooming.Upon City's request with respect to one or more employees,Contractor shall furnish to the City the information obtained in the pre-employment investigation and results thereof. In addition, Contractor must also comply with any federal, state and/or local hiring requirements,particularly those requirements relating to immigration and naturalization. 21.2. Due to working in facilities subject to federal Criminal Justice Information System requirements, contract workers must be fingerprinted and mustbe able to pass a criminal background check and drug screen. This must be done at the Contractor's expense and verification of a clear background must be given to PMD before any contract employee is allowed to work in a building which falls under this requirement. 21.3. Under no circumstances shall any Contractor's personnel having any convictions or pending criminal hearings be assigned to the City contract. 21.4. Contractor shall comply with all Criminal Justice Information Services security policies and regulations and take all steps necessary to provide appropriate controls to protect Criminal Justice Information. 22. DRUG SCREENING 22.1. Provisions shall be made for drug screening of all janitorialpersonnel. 22.2. The Contractor shall provide certification that all janitorial personnel assigned to City facilities are drug free prior to their assignment. 22.3. Additional drug screening may be requested and the Contractor shall have testing performed at Contractor's cost. 23. SECURITY AND IDENTIFICATION 23.1. The Contractor shall abide by all City security procedures, rules, and regulations, and shall cooperate with City security personnel. 23.2. Under no circumstances shall the Contractor assign personnel who are not legally authorized to work in the United States ofAmerica. Janitorial Services Agreement Page 25 of 34 UBM Enterprise,Inc. City Secretary Contract No. 23.3. Contractor shall provide I-9 forms for each employee assigned to the City contract, and documentation supporting the submission of said forms. 23.4. Contractor shall provide all, if any, "No-Match" letters from the Social Security Administration. 23.5. A complete list of the entire Contractor's personnel, including driver license and social security numbers,will be provided to PMD at the beginning of the contract period. 23.6. The same information must be provided prior to the start of the assignment of a new employee. 23.7. The Contractor's employees will be issued Contractor badges by the City, which must be visibly worn at all times,during the performance of the work. 23.8. Lost or misplaced badges will be charged to the Contractor. Contractor will be responsible for the charge of$15 per badge. 24. HOLIDAYS 24.1. The holidays observed are: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,Christmas Day,and other legal holidays commonly observed in similar class office buildings in the locale of the Building ("Holidays"). Each Holiday will be observed on the applicable date observed by the United States government. 24.2. The City does not specifically require the Contractor to work on these holidays but does require the Contractor to fulfill the requirements of the contract. 24.3. If this requires the Contractor to work on holidays observed by the City or the Contractor,then, Contractor shall fulfill its obligations at no additional expense to the City. 25. HOURS OF SERVICE 25.1. Services shall be performed five (5) times per week. Working hours to be determined by PMD. 26. BUILDING OCCUPANCY 26.1. Current Building Occupancy 26.1.1. The Building is partially occupied,the selected Contractor can expect to provide services to the following floors,in addition to common spaces: 26.1.1.1.Floors 15, 17 and 19 at full capacity,and gym 26.1.1.2.Floors 16, 18 and 20 at capacity 26.1.2. The City anticipates that by year 2023 the Building will be fully occupied, hence, the service needs will increase as the Building is more fully occupied.The City reserves the right to request additional day or night staff as the occupancy level increases or to request a reduction in staffing if the occupancy level decreases. A preliminary occupancy plan will be available and provided to the Contractor during the third quarter of calendar year 2022. 26.1.3. The City is asking for pricing for the entire building but because the building is not anticipated to be fully occupied until 2023,Contractor will price the complete Building and bill as stated in 27.5.1 (according to floors occupied and common space). Janitorial Services Agreement Page 26 of 34 UBM Enterprise,Inc. City Secretary Contract No. 26.2. As the City begins occupying the Building,the City will provide a tentative move in schedule to Contractor as to when to begin services for the newly occupied floors as follows: 26.2.1. 60 days when partial floor is to be occupied 26.2.2. 90 days when 2-4 floors are to be occupied 26.2.3. 120 days when 5 or more floors are to be occupied 27. PRICING 27.1. Contractor shall submit an example of their invoice based on the following: 27.2. Night Cleaning 27.2.1. Pricing provided by the Contractor shall include all labor, supervision, training, management, equipment, uniforms, cleaning supplies, chemicals, and small tools, as well as payroll related taxes and insurance required to perform the services and schedules herein. 27.2.2. Expendable restroom supplies, such as toilet tissue, hand towels, hand soap, and paper plastic supplies will be ordered by Contractor if requested by PMD. 27.2.3. Based upon a five (5) day per week work schedule, excluding observed holidays, and current cleanable square feet of 137,598,full capacity 339,964 square feet. 27.2.4. Ten(10)days prior to commencement of services,PMD will furnish the Contractor with a complete breakdown of cleanable square footage including all common areas,rentable and occupied space. 27.3. Day Personnel 27.3.1. Additional Contractor employees will be provided, upon request, to handle policing activities,special cleaning tasks,and other related functions that may be assigned by PMD. 27.3.2. The charge shall be calculated as an average monthly billing rate. This method saves considerable "payroll and accounting"time each month and reduces the cost to the City. 27.3.3. Credit for unauthorized absences, occurring after the billing cut-off date,will be included in the following month invoice. 27.3.4. The monthly billing rate shall include: labor, supervision, training, management, equipment, uniforms, cleaning supplies, chemicals, and small tools, as well as payroll related taxes and insurance required to perform the services and schedules herein. 27.3.5. Contractor shall submit monthly billings to the City.Each billing period shall contain four or five calendar weeks of billing so that exactly fifty-two (52)weeks are consumed in the twelve (12)monthly billings. 27.3.6. Sub-contract work approved by the City, such as window washing,trash hauling,parking lot and garage sweeping,construction cleaning,and emergency cleaning shall be separately billed monthly by Contractor at a rate of Contractor's cost. The City has the right to independently contract for such work with parties other than Contractor and the cost Janitorial Services Agreement Page 27 of 34 UBM Enterprise,Inc. City Secretary Contract No. thereof, as well as the work itself, shall be excluded from this Contract during the period of any such contracting of such work directly by the City. 27.4. Additional Tenant Consumables 27.4.1. Any additional tenant needs for paper products that exceed restroom supplies will be purchased by Contractor, and re-billed to the proper Tenant. 27.5. Square Footage Adjustments 27.5.1. Contractor's billing should be based on the cleanable square footage cleaned each month. "Cleanable square footage" is a combination of"occupied tenant space" and "common areas,"including lobbies,hallways,vending areas,restrooms, stairwells,landings,etc. 27.5.2. Addition or deletions to the cleanable square footage will be adjusted at the rates stated in the payment schedule. 27.5.3. PMD will be responsible for notifying the Contractor of any additions or deletions in cleanable square footage as they occur. 27.5.4. Unless otherwise stipulated, square footage adjustments will be calculated as follows: 27.5.5. Additions or deletions of square footage under 3,000 sq. ft., effective on the 1st— 15th of the month will be added or deleted for the full month. 27.5.6. Additions or deletions of square footage under 3,000 sq. ft., on the 16t1i to the end of the month,will be added or deleted effective the 1st day of the following month. 27.5.7. Additions or deletions of 3,000 sq. ft. or more will be calculated form the actual effective date. 27.5.8. In the event PMD makes an error in calculation of square footage, Contractor will make corresponding billing adjustments on the next scheduled billing date. However,no billing adjustment will be made for deleted square footage more than 90 days retroactively form the date of notification. 28. MINIMUM WAGE ESCALATION 28.1. Prices quoted should be based on the current federal minimum wage rates. As additional wage increases are imposed on the Contractor due to current legislation or additional changes in city, state or federal regulations,the monthly rates shall be adjusted to cover such increase in wages and related payroll cost, subject to the approval of the City. 29. RIGHT TO AUDIT 29.1. The City shall have the right to audit the Contractor's employment records at least two (2) times per year. 30. ADDITIONAL SERVICES AS NEEDED 30.1. The City may request the following additional services on an as-needed basis: 30.1.1. Carpet Cleaning—Low Moisture or Dry Carpet Cleaning(Whittaker Method) 30.1.2. Low moisture,or dry carpet cleaning,involves the use of specialized machines to clean carpets with chemical technologies that permit no-moisture or very low moisture(VLM) cleaning. Janitorial Services Agreement Page 28 of 34 UBM Enterprise,Inc. City Secretary Contract No. 30.1.2.1.The contractor shall use a low moisture carpet cleaning method that uses the least amount of chemicals with a potential of hydrogen(pH)value of 10 or less that are neutralizing or brownout chemicals. 30.1.2.2.Low Moisture Carpet Cleaning System should be used with pre-spray and a dry- cleaning compound. Equipment should be used slowly to ensure all that soil is removed. 30.1.2.3.Low Moisture Carpet Cleaning System should be used multiple times in high traffic areas. 30.1.3. Carpet Cleaning: Hot Water Extraction Method 30.1.3.1.Wet extractions,or hot water method,involves the use of a combination of hot water and cleaning agent being injected into the fibers of the carpet at a high pressure so all soil can be lifted and removed by a high-powered vacuum and the carpet rinsed with water. 30.1.3.2. The contractor shall not use the Bonnet method. 30.1.3.3. The contractor shall use a portable, self-contained or truck mount cleaning system. 30.1.3.4. Contractor shall use pre-spray chemicals with a pH value of 10 or less that will dwell on the carpet to remove soil that is bonded to the carpet. 30.1.3.5. Contractor shall use portable, self-contained or truck mount cleaning system multiple times on high traffic areas. 30.1.3.6. Contractor shall use a carpet fan or dryer to ensure carpets are dry. 30.1.4. Vinyl Composition Tile(VCT) Cleaning 30.1.4.1. VCT cleaning shall consists of periodic and restorative services. Periodic services shall be done when the VCT is experiencing a noticeable level of wear and tear and restorative services should be performed when VCT cannot be restored with daily or periodic care. 30.1.4.1.1. Vacuum or microfiber mops should be used for dry mopping. 30.1.4.1.2. Damp mops with natural cleaners should be used for smaller VCT areas. 30.1.4.1.3. Auto-scrubbers with natural cleaners should be used for larger VCT areas. Scrubbing pads should be the correct abrasiveness for the VCT. 30.1.4.1.4. Restorative services should be performed annually using a stripping agent that does not damage the VCT. 30.1.4.1.5. Chemical agents should be used with a mop and bucket,rinsed with water and dried. 30.1.4.1.6. A new finish should be applied using 3-5 layers. 30.1.5. Safety and Warnings 30.1.5.1. Contractor shall use proper signage and safety precautions. 30.1.5.2. Contractor shall always follow the manufactures instructions. If Manufactures instructions are not available,then industry standards will be followed. Contractor Janitorial Services Agreement Page 29 of 34 UBM Enterprise,Inc. City Secretary Contract No. shall not use any type or rotary machine with a bonnet,brush or pad without prior written approval from the City's representative. 30.1.5.3. Contractor shall follow all chemical maintenance instructions and data sheets. 30.1.5.4. Contractor shall limit the contact between hard surface cleaning process and the carpet in areas where carpet meets flooring. 30.1.5.5. If necessary,Contractor shall contact the original carpet or VCT manufacturer for Care &Maintenance recommendations. 31. CONTRACT ADMINISTRATION 31.1. Contract administration will be performed by PMD. In the event the Contractor fails to perform according to the terms of the Agreement, PMD will notify the Contractor, in writing, of its failures. A meeting may be arranged to discuss the Contractor's deficiencies. A written cure notice may be prepared giving the Contractor fourteen(14)calendar days to cure any deficiency. 31.2. In the event the Contractor continues with unsatisfactory performance, PMD may take any appropriate action to cure the performance problems,including termination of this Agreement. 31.3. The Contractor will be paid only those sums due and owed under this Agreement for services satisfactorily rendered, subject to offset for damages and other amounts which are,or which may become,due and owed to the City. 32. INVOICING REQUIREMENTS 32.1. To ensure the system can successfully process invoices in an expedient manner, Contractor must adhere to the following requirements: 32.1.1. All invoices must be either a PDF or TIFF format. 32.1.2. Image quality must be at least 300 DPI(dots per inch). 32.1.3. Invoices must be sent as an attachment(i.e.no invoice in the body of the email). 32.1.4. One invoice per attachment(includes PDFs).Multiple attachments per email is acceptable but each invoice must be a separate attachment 32.1.5. Please do not send handwritten invoices or invoices that contain handwritten notes. 32.1.6. Dot matrix invoice format is not accepted. 32.2. The invoice must contain the following information: 32.2.1. Supplier Name and Address; 32.2.2. Remit to Supplier Name and Address,if different; 32.2.3. Applicable City Department business unit(i.e.FW013); 32.2.4. Complete City of Fort Worth PO number(i.e.the PO number must contain all preceding zeros); 32.2.5. Invoice number; 32.2.6. Invoice date; and 32.2.7. Invoices should be submitted after delivery of the goods or services. Janitorial Services Agreement Page 30 of 34 UBM Enterprise,Inc. City Secretary Contract No. 32.3. To prevent invoice processing delays,please do not send invoices by both mail and email and please do not send the same invoice more than once by email to supplierinvoice s&fortworthtexas.gov. 32.4. To check on the status of an invoice,Contractor may contact PMD or the Central Accounts Payable Department by email at: ZZ FIN Accounts . ablekfortworthtexas.gov. 32.5.If Contractor is unable to send an invoice as outlined above,the invoice may be sent to the City's centralized Accounts Payable department instead of directly to PMD.This will allow the City to digitize the invoice for faster processing. If electronic invoicing is not possible,Contractor may send paper invoices to: City of Fort Worth Attn: FMS Central Accounts Payable 200 Texas Street Fort Worth,Texas,76102 32.6. The City's goal is to receive 100%of invoices electronically so that all payments are processed efficiently. 32.7. Contractor may contact the Accounts Payable team at(817) 392-2451 or by email to ZZ FIN AccountsPa, able&fortworthtexas.gov. 33. UNIT PRICE ADJUSTMENT 33.1. The unit prices may be adjusted for increases or decreases in Contractor's cost during the renewal period but before the effective date of the renewal upon written request from the Contractor. 33.2. The Contractor must submit its price adjustment request,in writing,at least 60 days before the renewal effective period. The Contractor shall provide written proof of cost increases with price adjustment request. 33.3. If the City concludes that the rate increase being requested is exorbitant,the City reserves the right to adjust the rate request,or reject the rate request in its entirety and allow the Agreement to expire at the end of the Agreement term. 33.4. Prices bid shall remain firm for each one-year term of the Agreement and shall include all associated freight and delivery costs. 33.5. Upon expiration of the Agreement term, Contractor 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.Contractor will be reimbursed for these services at the prior agreement rates. Contractor shall remain obligated to the City under all clauses of this Agreement that expressly or by their nature extend beyond and survive the expiration or termination of this Agreement. 33.6. Goods and services shall not be suspended by the Contractor without a 30 day prior written notice to the City. Janitorial Services Agreement Page 31 of 34 UBM Enterprise,Inc. EXHIBIT B PAYMENT SCHEDULE FORTIVow i. 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