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HomeMy WebLinkAboutContract 58224-R1CSC No. 58224-R1 CITY OF FORT WO TH CONTRACT RENEWAL NOTICE June 12, 2023 Gear Cleaning Solutions, LLC Attn: Rick Johnson, Owner 9030 Viscount Row Dallas, TX 75247 Re: Contract Renewal Notice Contract No. CSC No. 58224 (the "Contract") Renewal Term No. 1: October 01, 2023 to September 30, 2024 The above referenced Contract with the City of Fort Worth expires on September 30, 2023 (the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the City. This letter is to inform you that the City is exercising its right to renew the Contract for an additional one (1) year period, which will begin immediately after the Expiration Date. All other terms and conditions of the Contract remain unchanged. Please return this signed acknowledgement letter, along with a copy of your current insurance certificate, to the address set forth below, acknowledging receipt of the Contract Renewal Notice. Failure to provide a signed acknowledgment does not affect the renewal. Please log onto PeopleSoft Purchasing at http://fortworthtexas.aov/purchasing to ensure that your company information is correct and up-to-date. If you have any questions concerning this Contract Renewal Notice, please contact me at the telephone number listed below. Katya.Flores Sincerely, Katva Flores Sr. Admin Assistant (a,fortworthtexas. 2ov OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal 58224-R1 Page 1 of 3 ACCEPTED AND AGREED: CITY OF FORT WORTH ��:�xvj Byvalerie Washington (Jun 15, 2023 09:11 CDT) Name: Valerie Washington Title: Assistant Citv Manager Date: APPROVAL RECOMMENDED: By: J s Davis 15, 2023 08:48 CDT) Name: Jim Davis Title: Fire Chief ATTEST: 4,dd44pn�� FORTo �O9�dd �o oo sd '°° °� b V N a4 nEX 454ao By Name: Jannette Goodall Title: Citv Secretary Contract Renewal 58224-R1 CONTRACT COMPLIANCE MANAGER: 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. By.B7R Ray (Jun 15, 202308:30 CDT) Name: Brenda Rav Title: Fire Purchasina Manaaer APPROVED AS TO FORM AND LEGALITY: By: Name: Tavlor Paris Title: Assistant Citv Attornev CONTRACT AUTHORIZATION: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 2 of 3 Gear Cleanin olutions, LLC �J By: Name: Rick Johnson Title: Owner Contract Renewal 58224-R1 Page 3 of 3 CSC No. 58224-A1 1st AMENDMENT TO FORT WORTH CITY SECRETARY CONTRACT NO. 58224 This 1st Amendment to Fort Worth City Secretary Contract No. 58224 ("First Amendment") is made between the City of Fort Worth ("Fort Worth"), a municipal corporation and Gear Cleaning Solutions, LLC, a Texas Limited Liability Company ("Vendor"). WHEREAS, Fort Worth and Vendor entered into an Agreement identified as Fort Worth City Secretary Contract No. 58224 beginning October 10, 2022 (the "Agreement"); and WHEREAS, it is the collective desire of both Fort Worth and Vendor to amend the Agreement to increase the not to exceed amount of the contract from $25,000.00 to $50,000.00. NOW THEREFORE, Fort Worth and Vendor, acting herein by and through their duly authorized representatives, agree to the following terms, which amend the Agreement as follows: 1. Section 3, Compensation, of the agreement is hereby amended and replaced with the following: City shall pay Vendor in accordance with Exhibit "B"— Price Schedule. Total annual payment made under this Agreement by City shall be in an amount not to exceed Fifty Thousand Dollars ($ 50,000.00). Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 2. All other terms, provisions, conditions, covenants and recitals of the Agreement not expressly amended herein shall remain in full force and effect. [Signature Page Follows] OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 1st Amendment to Fort Worth City Secretary Contract No. 58224 Pagel of 3 Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth By: Valerie Washington (Jan 24, 202315:54 CST) Name: Valerie Washington Title: Assistant City Manager Date: Jan 24, 2023 Approval Recommended: By: .16afts Davis(Jan 24, 202314:13 CST) Name: James Davis Title: Fire Chief b 4,�494pnn4 FORro �9dA Attest: p1 �o oo=o _ P°o °o�> 4`.d 0�° By: /VI Name: Jannette Goodall Title: City Secretary VENDOR: Gear CleTJon ons LC By: Name: R Title: Owner Date: 1-24-23 Contract Compliance Manager: 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. By: Br Ray (Jan 24, 20231359 CST) Name: Brenda Ray Title: Fire Purchasing Manager Approved as to Form and Legality: ,Tassiga Williams By: Jessika Williams(Jan 24,202315:46 CST) Name: Jessika Williams Title: Assistant City Attorney Contract Authorization: M&C: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 1st Amendment to Fort Worth City Secretary Contract No. 58224 Page 2 of 3 PRICE SCHEDULE Unit price shall include all cost associated including but not limited to delivery, fuel charges and freight. Vendor shall send invoices for payment to the City's Accounts Payable Department upon completion of each job requested by City. City agrees to pay Vendor within 30 days of receipt of invoice unless, otherwise notified. Description: Qty Unit UnitPrice Total Cleaning of Structural Firefighter Coat, as 250 EA 24.00 6,000.00 needed Cleaning of Structural Firefighter Pant as 250 EA 24.00 6,000.00 needed Cleaning of Structural Fire Fighter Helmet as 250 EA 12.00 3,000.00 needed Cleaning of Structural Fire Fighter Gloves as 250 EA 4.00 1,000.00 needed Cleaning of Structural Firefighter Hood as 250 EA 4.00 1,000.00 needed Cleaning of Structural Fire Fighter Boots as 250 EA 12.00 3,000.00 needed 1 st Amendment to Fort Worth City Secretary Contract No. 58224 Page 3 of 3 CSC No. 58224 VENDOR SERVICES AGREEMENT 1__� 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 Valerie Washington, its duly authorized Assistant City Manager, and Gear Cleaning Solutions, LLC. ("Vendor"), a Texas Limited Liability Company, and acting by and through Rick Johnson, its duly authorized owner, each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A — Scope of Services; 3. Exhibit B — Price Schedule; and 4. Exhibit C — Verification of Signature Authority Form. Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. Scone of Services. Vendor will provide City with Mobile Extraction and advanced cleaning of firefighter turnout gear (heavy metal and/or organic compound removal) services. Exhibit "A," - Scope of Services more specifically describes the services to be provided hereunder. 2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below ("Effective Date") and shall expire on September 30, 2023 ("Expiration Date"), unless terminated earlier in accordance with the terms of this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to five (5) one-year renewal options, at City's sole discretion. 3. Comnensation. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit `B," — Price Schedule. Total payment made under this Agreement for the first year by City shall be in an amount not to exceed Twenty-five Thousand Dollars ($25,000.00). Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of 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 shall terminate on the last day of the fiscal period for which OFFICIAL RECORD _ Vendor Service Agreement CITY SECRETARY Gear Cleaning Solutions, LLC FT. WORTH, TX appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subj ect to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor Service Agreement Gear Cleaning Solutions, LLC Vendor reasonable advance notice of intended audits. 7. Indenendent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractors of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINSTANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING 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 OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, 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 Vendor Service Agreement Gear Cleaning Solutions, LLC for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. Assiunment and Subcontracting. 9.1 Assiiinment. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coveraiie and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: Vendor Service Agreement Gear Cleaning Solutions, LLC $1,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to City to evidence coverage. 10.2 General Reauirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial Vendor Service Agreement Gear Cleaning Solutions, LLC strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. it. Compliance with Laws. Ordinances. Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, 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 shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth Gear Cleaning Solutions, LLC Attn: Valerie Washington, Assistant City Manager Rick Johnson, owner 200 Texas Street 9030 Viscount Row Fort Worth, TX 76102-6314 Dallas, TX 75247 Facsimile: (817) 392-8654 Facsimile: 214-774-2438 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Emblovees. Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Vendor Service Agreement Gear Cleaning Solutions, LLC Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governinu Law / Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. is. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. Force Maieure. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior- or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. Vendor Service Agreement Gear Cleaning Solutions, LLC 25. Warranty of Services. Vendor warrants that its set -vices 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 shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 26. Immigration Nationalitv Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work -made - for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other- proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 28. Signature Authoritv. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Chanue in Companv Name or Ownership. Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. Vendor Service Agreement Gear Cleaning Solutions, LLC 30. 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 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, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: 1-.-.1.11V 1--1-1,.1111-.11 Name: Valerie Washington Title: Assistant City Manager Date: Oct ro, 2o22 20 APPROVAL RECOMMENDED: By: o��s (oas, a�un scar] Name: James Davis Title: Fire Chief ATTEST: By: Jct , P 5 Gao�cdll Name: Janette Goodall Title: City Secretary (signature page follows) �°,*00�Rr41 a,q 0 0 0 d P000 0=d 0 0 0 JJ� 0 0° �d Y� DOOOOOpp000 0p� Vendor Service Agreement Gear Cleaning Solutions, LLC CONTRACT COMPLIANCE MANAGER: 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. do By: — 5,21221131CDT) Name: Brenda Ray Title: Fire Purchasing Manager APPROVED AS TO FORM AND LEGALITY: By: S�— Name: Taylor Paris Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A OFFICIAL RECORD CITY SECRETARY . FT. WORTH, TX VENDOR: Gear Cleaning S aons, C By: h Name: Ric Johns Title: Owner Date: September 28 20 22 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Service Agreement Gear Cleaning Solutions, LLC EXHIBIT A SCOPE OF SERVICES Vendor will provide the City with cleaning of firefighter protective gear in compliance with the current NFPA 1851 standard. All work, cleaning, inspection, alterations, and repairs will be inside the city limits of Dallas, Texas. All Vendor facilities are designed with cross contamination prevention in the forefront of the interior architectural design. They were designed so that the PPE travels throughout the facility in one direction, thus preventing potential cross contamination. The facility has a distinct boundary, between the receiving/cleaning (DIRTY) area and the inspection/repair (CLEAN) area. All extractors are programmed to run the Advanced Cleaning and Decontamination cycles. Depending on the cycle the maximum amount of water ranges from 12-20 gallons total. The cleaning solutions are directly injected with metered doses, so there is no waste. All wastewater travels to a wastewater treatment facility designed to handle sewer and contaminated wastewater. The cleaning solution used at Vendor is a non-flammable, non -toxic, biodegradable cleaning solution comprised of primarily food grade ingredients. Vendor will pick-up and deliver PPE with company owned 2014 Nissan, NV200, Cargo Vans. Vendor also has a revolving contract with Enterprise Truck Rental, to supply Vendor with a similar van when required or in the case of an emergency. Currently, Vendor employs one full-time driver with three other employees capable of stepping into the driving role. Vendor will use Advanced Protective Tracking (APT) to manage and track records of the City. APT is used to track PPE by individual serial numbers and by Firefighter name, rank, station, and shift. The records and reports that are generated through APT must be NFPA 1851, 2020 edition and TCFP compliant. Records include, but are not limited to, advanced inspections, cleanings, specialized cleanings, decontamination, disinfection, repairs and all other types of maintenance. Vendor will provide daily, weekly, monthly and yearly reports by electronic data transfer (aka Synch Packets) to City. Vendor will provide the software and support at no additional cost. If any emergency response cleanings are needed outside of the general service program, Vendor will make all reasonable efforts to provide such services efficiently. Twenty -four-hour availability to Vendor representatives will be provided for these purposes. Dependent on the extent of the services needed, Vendor will notify Fort Worth Fire Department of the expected timeline for the turnaround of the gear. Vendor can use a combination of equipment for cleaning all elements of the firefighter ensemble. Washer extractors, ultrasonic cleaning, ozone, large recirculation sinks and soak tanks are all part of Vendor's cleaning capabilities depending on the element and indented purpose. All washer extractors are programmed to run both wash and disinfectant cycles. Depending on the cycle the maximum amount of water ranges from 12-20 gallons total. The cleaning solutions are direct injected with metered doses so there is no waste. All wastewater travels to a wastewater treatment facility designed to handle sewer and traditional contaminated wastewater. The cleaning solution used at Vendor is a non-flammable, non -toxic, biodegradable cleaning solution comprised of primarily food grade ingredients. All PPE at Gear Cleaning Solutions is cleaned using only one agent (CitroSqueeze). CitroSqueeze is a PH neutral, non-flammable; food grade agent that is biodegradable, environmentally safe and user friendly. CitroSqueeze is formulated to remove harmful hydrocarbons and soils resulting from fires and chemical spills all while maintaining the integrity of the gear. CitroSqueeze is tested and proven safe by DuPont for cleaning Nomex, Southern Mills for cleaning P.B.T. and Kevlar fabrics, Safety Components International and CIBA Specialty Chemicals for cleaning the isodri., W.L. Gore & Assoc. for cleaning Gore-tex and 3M Products for cleaning Scotchlite Retro reflective trims. EXHIBIT B PRICE SCHEDULE Unit price shall include all cost associated including but not limited to delivery, fuel charges and freight. Vendor shall send invoices for payment to the City's Accounts Payable Department upon completion of each job requested by City. City agrees to pay Vendor within 30 days of receipt of invoice unless, otherwise notified. Description: Qty Unit UnitPrice Total Cleaning of Structural Firefighter Coat, as 250 EA 24.00 6,000.00 needed Cleaning of Structural Firefighter Pant as 250 EA 24.00 6,000.00 needed Cleaning of Structural Fire Fighter Helmet as 250 EA 12.00 3,000.00 needed Cleaning of Structural Fire Fighter Gloves as 250 EA 4.00 1,000.00 needed Cleaning of Structural Firefighter Hood as 250 EA 4.00 1,000.00 needed Cleaning of Structural Fire Fighter Boots as 250 EA 12.00 3,000.00 needed EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY GEAR CLEANING SOLUTIONS, LLC 9030 VISCOUNT ROW DALLAS, TX 75247 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: Signature of President / CEO Other Title: Owner Date: September 28, 2022 Signature: M,s„p0M Signature: Email: melissa.brunner@fortworthtexas.gov Email: Vania.Soto@fortworthtexas.gov