HomeMy WebLinkAboutContract 55073 CSC No.55073
FORT WORTH,
NON-EXCLUSIVE BIOHAZARD CLEANUP AND DECONTAMINATION SERVICES
AGREEMENT
This NON-EXCLUSIVE BIOHAZARD CLEANUP AND DECONTAMINATION
SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF
FORT WORTH("City"),a Texas home rule municipal corporation and MBW SERV CORPORATION
("Contractor"),a Texas corporation,each individually referred to as a"party"and collectively referred to
as the"parties."
WHEREAS,City,through its Property Management Department,contracts for biohazard cleanup
and decontamination services within the City;
WHEREAS,through Invitation to Bid(ITB)No.CFWO 1-20-0225,the City solicited bids to award
non-exclusive services agreements to multiple bidders for biohazard cleanup and decontamination services
on an as-needed basis in the City with an aggregate amount of$572,000.00 for contracts awarded to the
successful bidders;
WHEREAS, Contractor was one of the successful bidders awarded a contract to provide non-
exclusive biohazard cleanup and decontamination services to the City;
WHEREAS, City and Contractor wish to set out terms of Contractor's non-exclusive biohazard
cleanup and decontamination services;
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Non-exclusive Biohazard Cleanup and Decontamination Services Agreement; and
2. Exhibit A—Scope of Services; and
3. Exhibit B—Price Schedule; and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A,B
or C and the terms and conditions set forth in the body of this Agreement,the terms and conditions of this
Agreement shall control.
1. Scope of Services for Biohazard Cleanup and Decontamination Services. Contractor
shall perform in a good and professional manner the biohazard cleanup and decontamination services listed
in this Agreement and as more specifically identified in Exhibit"A"—Scope of Services.
2. Term. The term of this Agreement shall begin on December 1, 2020 ("Effective Date")
Non-exclusive Biohazard Cleanup and Decontamination Services Agreement OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
and shall expire on November 30, 2021 ("Expiration Date"), unless terminated earlier in accordance with
this Agreement("Initial Term"). City shall have the option,in its sole discretion,to renew this Agreement
under the same terms and conditions for up to four(4)one-year renewal options.
3. Compensation.
3.1 Contractor understands and agrees that the City may award non-exclusive services
agreements to multiple bidders for biohazard cleanup and decontamination services as outlined in
City of Fort Worth Bid Solicitation ITB No.CFWO 1-20-0225. Contractor further understands that
the aggregate amount of all contracts awarded to multiple contractors under ITB No. CFWO 1-20-
0225 shall be in the amount of Five Hundred Seventy-Two Thousand Dollars($572,000.00)and
that the City makes no promise or guarantee of the total amount of work that will be assigned
to Contractor under this Agreement. City shall pay Contractor in accordance with this
Agreement and the fee schedule attached hereto as Exhibit`B,"—Price Schedule.Contractor shall
not perform any additional services or bill for expenses incurred 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 Contractor not specified by this Agreement unless City first
approves such expenses in writing.
3.2 The City shall issue a verbal or written Purchase Order establishing the locations
and schedules for each service to be completed by Contractor("Purchase Order"). Contractor shall
perform the Services in accordance with each Purchase Order issued by the City. The City may
issue an amended Purchase Order to address any changes in the work to be performed after a
Purchase Order has been issued. Except as otherwise specified in this Agreement, the fee
established in each Purchase Order shall be based upon the fee schedule attached hereto as Exhibit
"B,"—Price Schedule.
4. Termination.
4.1. Written Notice. City or Contractor 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
Contractor 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 Contractor for services actually rendered up
to the effective date of termination and Contractor 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,Contractor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event
Contractor has received access to City Information or data as a requirement to perform services
hereunder, Contractor will return all City provided data to City in a machine readable format or
other format deemed acceptable to City.
Non-exclusive Biohazard Cleanup and Decontamination Services Agreement
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5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Contractor hereby warrants to City that Contractor has
made full disclosure in writing of any existing or potential conflicts of interest related to
Contractor's services under this Agreement. In the event that any conflicts of interest arise after the
Effective Date of this Agreement,Contractor hereby agrees immediately to make full disclosure to
City in writing.
5.2 Confidential Information. Contractor, 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 Contractor. It will be the responsibility of Contractor to submit reasons
objecting to disclosure.A determination on whether such reasons are sufficient will not be decided
by City,but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Contractor 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. Contractor 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,Contractor 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. Contractor 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 Contractor involving
transactions relating to this Agreement at no additional cost to City. Contractor agrees that City will have
access during normal working hours to all necessary Contractor 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 Contractor reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Contractor 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,Contractor 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, Contractors, and subcontractors. Contractor acknowledges that the doctrine of
respondeat superior will not apply as between City, its officers, agents, servants and employees, and
Contractor, its officers, agents, employees, servants, contractors, and subcontractors. Contractor further
agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City
and Contractor. It is further understood that City will in no way be considered a Co-employer or a Joint
employer of Contractor or any officers,agents,servants,employees,contractors,or subcontractors. Neither
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Contractor,nor any officers,agents, servants,employees,contractors,or subcontractors of Contractor will
be entitled to any employment benefits from City. Contractor 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.
1. LIABILITY- CONTRACTOR 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
CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,
OR SUBCONTRACTORS.
2. GENERAL INDEMNIFICATION- CONTRACTOR HEREBY COVENANTS
AND AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,
AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINST ANY AND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS(INCL UDING ALLEGED DAMAGE OR LOSS TO
CONTRACTOR'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 CONTRACTOR, ITS
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
3. INTELLECTUAL PROPERTY INDEMNIFICATION— Contractor 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 Contractor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Contractor 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 Contractor 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, Contractor will fully participate and
cooperate with City in defense of such claim or action. City agrees to give Contractor 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 Contractor'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
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restricted, Contractor 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 Contractor terminate this Agreement,and refund all amounts paid to Contractor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
4. ENVIRONMENTAL INDEMNIFICATION - Contractor does hereby
release, indemnify, reimburse, defend and hold harmless the City of Fort Worth from and
against any and all environmental damages and the violation of any and all environmental
requirements resulting from the cleaning, handling, collection, transportation, storage and
disposal of hazardous waste by contractor resulting in an act of omission of environmental
violation. Environmental Damages shall mean all claims, judgments, damages, losses,
penalties,fines,liabilities(including strict liability),encumbrances,liens,costs, and expenses
of investigation and defense of any claim, whether or not such claim is ultimately defeated,
and of any good faith settlement or judgment, of whatever kind or nature, contingent or
otherwise,matured or unmatured,foreseeable or unforeseeable,including without limitation
reasonable attorney's fees and disbursements and consultant's fees, any of which are
incurred as a result of handling, collection, transportation, storage, disposal, treatment,
recovery, and/or reuse of waste pursuant to this contract, or the existence of a violation of
environmental requirements pertaining to, and including without limitation: Damages for
personal injury and death,or injury to property or natural resources; Fees incurred for the
services of attorneys, consultants, contractors, experts, laboratories and all other costs in
connection with the investigation or remediation of such wastes or violation of environmental
requirements including, but not limited to, the preparation of any feasibility studies or
reports of the performance of any cleanup, remediation, removal, response, abatement,
containment, closure, restoration or monitoring work required by any federal,state or local
governmental agency or political subdivision, or otherwise expended in connection with the
existence of such wastes or violations of environmental requirements,and including without
limitation any attorney's fees, costs and expenses incurred in enforcing this contract or
collecting any sums due hereunder; and liability to any third person or governmental agency
to indemnify such person or agency for costs expended in connection with the services
provided under this agreement.
9. Assignment and Subcontracting.
9.1 Assignment. Contractor 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 Contractor under which
the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement.
Contractor will be liable for all obligations of Contractor 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 Contractor referencing this Agreement under which subcontractor agrees
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to be bound by the duties and obligations of Contractor under this Agreement as such duties and
obligations may apply. Contractor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Contractor 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 Contractor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle"will be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000- Bodily Injury by accident; each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease;policy limit
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
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10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees,officers,officials,agents,and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City.Ten (10) days' notice will be
acceptable in the event of non-payment of premium.Notice must be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas.All insurers must have a minimum rating of A-VII
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 Contractor has obtained all
required insurance will be delivered to the City prior to Contractor proceeding with
any work pursuant to this Agreement.
11. Compliance with Laws, Ordinances,Rules and Regulations. Contractor 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
Contractor of any violation of such laws, ordinances, rules or regulations, Contractor must immediately
desist from and correct the violation.
12. Non-Discrimination Covenant. Contractor, for itself, its personal representatives,
assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees
that in the performance of Contractor'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 CONTRACTOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS,
CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, CONTRACTOR
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
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transmission, or(3)received by the other party by United States Mail,registered,return receipt requested,
addressed as follows:
To CITY: To CONTRACTOR:
City of Fort Worth MBW Sery Corporation
Attn: Assistant City Manager DBA SERVPRO of North Richland Hills
200 Texas Street Michael Weaver,Vice President
Fort Worth,TX 76102-6314 6333 Airport Freeway Suite 107
Facsimile: (817)392-8654 Fort Worth,Texas 76117
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Contractor 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 Contractor 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 Contractor's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. Governine 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 Contractor 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
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suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only,will not be deemed a part of this Agreement,and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A,B, and C.
22. Amendments/Modifications/Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
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. Contractor 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 Contractor's
option,Contractor 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 Contractor for the nonconforming
services.
25. Immigration Nationality Act. Contractor 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, Contractor will provide City with copies of all
I-9 forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Contractor 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 Contractor employee who is not legally eligible
to perform such services. CONTRACTOR WILL INDEMNIFY CITY AND HOLD CITY
HARMLESS FROM ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF
THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, OR AGENTS. City, upon written notice to Contractor, will have the right to
immediately terminate this Agreement for violations of this provision by Contractor.
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-
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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, Contractor hereby expressly assigns to City all exclusive right,title and interest
in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade
secret, and all other proprietary rights therein,that City may have or obtain,without further consideration,
free from any claim,lien for balance due,or rights of retention thereto on the part of City.
27. Signature Authority. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order,resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Contractor.
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. Contractor 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 Contractor 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 Boycott of Israel. If Contractor has fewer than 10 employees or this Agreement
is for less than $100,000,this section does not apply. Contractor 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, Contractor certifies that Contractor's signature
provides written verification to the City that Contractor: (1)does not boycott Israel; and(2)will not
boycott Israel during the term of the Agreement.
30. 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.
31. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Contractor, 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.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
(signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
ti-WIN ���A responsible for the monitoring and administration of
Dana Bur hdoff(D 21,202 A:01 CST) this contract,including ensuring all performance and
Na gme: Dana Burghdoff reporting requirements.
Na
Title: Assistant City Manager
Date: Dec21, 2020 By: Ala snfo huroo2o11:46CST)
Name: Alan Shuror
APPROVAL RECOMMENDED: Title: Sr.Admin Services Manager
APPROVED AS TO FORM AND LEGALITY:
By: Steve Cooke(Dec 21,202011:49 CST)
Name: Steve Cooke
Title: Property Management Director By.
Name: Matt Murray
ATTEST: ���4nnnq Title: Assistant City Attorney
�ao!°FOR t*0�
r1jo 0°iVo CONTRACT AUTHORIZATION:
B ��/�� �( 1vo oxd M&C: 20-0822
Y P o° o* 1295 No.2020-694318
Name: Mary Kayser aaa °°°°°°°°°° ae
Title: City Secretary a�nEXpSab
CONTRACTOR:
MBW Sery Corporation
DBA SERVPR0 of North Richland Hills
By:
Name: Michael Weaver
Title: Vice President
Date: 12-18-2020
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Non-exclusive Biohazard Cleanup and Decontamination Services Agreement
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EXHIBIT A
SCOPE OF SERVICES
1. BIOHAZARD CLEANUP AND DECONTAMINATION SERVICES
1.1. The intent of this scope of services is to describe the minimum requirements for the purchase of
decontamination services and bio-hazardous cleanup for the City for the Police,Property
Management,Parks,Water,Code,Aviation, Office of Emergency Management(OEM)
Departments and other City departments on an"as-needed"basis.
1.2. The City of Fort Worth will use this agreement to allow the Contractor to chemically clean and
disinfect vehicles,buildings,and furniture contaminated by bodily fluids and biohazard materials
such as blood pathogens,urine,feces and vomitus to protect against HIV(Human
Immunodeficiency Virus),Hepatitis,Tuberculosis,and for cot sterilization after Emergency
Relief efforts and Crime Scene cleanup including illegal drug labs and any other infectious
dangers.
1.3. Under circumstances in which differentiation between body fluid types is difficult or impossible,
all body fluids shall be considered potentially infectious material so precautions shall be
observed to prevent contact with blood or other potentially infectious fluids or materials.
1.4. Decontamination services may be ordered twenty-four hours a day, seven days a week. The
services shall include the cleaning of porous and nonporous surfaces such as walls,furniture,
floors,counter-tops, sinks and toilets.
1.5. The Contractor shall provide a disinfectant that is EPA rated as safe and must have an efficiency
rating of 99.9%which will neutralize harmful bacteria and viruses.The disinfectant must be able
to neutralize all surface(s)within said facilities and not leave behind any residue or odor which
may cause a nuisance and/or health concern.
1.6. The aforementioned disinfectant requirements also apply to all occupational exposure to
potentially infectious fluids or material that might be present during clean-up of
automotive/vehicles,buildings, structures and crime scenes.
1.7. Contractor shall provide a scope of work for disinfecting the various buildings. This shall
include what chemical will be utilized in the treatment of the said facilities,best time to applicate
and what safe guard(if any)will need to be in place.
1.8. Additional services of the same general category that could have been encompassed in the Scope
of Services of this Agreement,and that are not already on the Agreement,may be added.
2. DEFINITIONS
2.1. "Blood borne Pathogens"means pathogenic microorganisms that are present in human blood and
can cause diseases.
2.2. "Contaminated"means the presence or the reasonably anticipated presence of blood or other
potentially infectious fluids on the inside surface of the vehicle materials,buildings, or furniture
materials.
Non-exclusive Biohazard Cleanup and Decontamination Services Agreement—
Exhibit B Page 12 of 17
2.3. "Decontamination"means the use of physical or chemical means to remove inactivate or destroy
blood borne pathogens to the point where they are no longer capable of transmitting infectious
particles and/or are safe and odor free.
3. REQUIREMENTS
3.1. The decontamination services(bio-hazardous cleanup) shall be provided on an as needed basis
twenty-four hours a day, seven days a week. The services shall include the cleaning of porous
and nonporous surfaces such as walls, furniture,floors,counter-tops, sinks and toilets.
3.2. Contractor shall provide all labor,materials,equipment, supplies and personnel to clean,remove,
decontaminate and dispose of bio-hazardous materials found during cleaning of facilities or
automotive/vehicle.This includes the spraying of a disinfectant to remove any contaminates
found. In some severe cases this may include the removal of seats to clean contaminants that
have spread between or underneath the seats.
3.3. Decontamination service(bio-hazardous cleanup) can include,but are not limited to,the
following bio-hazards to be removed from the facilities, crime scenes,or vehicles:
3.3.1. Blood spills,HIV contamination
3.3.2. Vomit
3.3.3. Feces
3.3.4. Dead animals
3.3.5. Hepatitis
3.3.6. Staph,MSRA(Methicillin resistant Staphylococcus aureus)
3.3.7. Meningitis
3.3.8. Pandemic Influenza(H5N1)
3.3.9. Anthrax
3.3.10. Sewage
3.3.11. Hoarding/Pack Rat
3.3.12. Sharps clean-up and removal
3.3.13. Decomposition
3.3.14. Ozone treatment
3.4. Contractor must submit copies of Material Safety Data Sheets(MSDS)for each chemical to be
used.
3.5. All automotive/vehicle and facilities cleanup services must be performed by trained and
certified/licensed technicians.
3.5.1. The average time for the cleanup of sedans will be ninety(90)minutes from the time
Contractor arrives on-site to the time Contractor departs.
3.5.2. The labor rate to be charged for Biohazard Cleanup of Buildings in Line 4 of the Price
Schedule requires a minimum of 350 square feet.A service fee in the amount of$500.00
will be applied to building cleanups of less than 350 square feet.
3.5.3. For Biohazard Cleanup of Buildings, approximately 250 square feet of biohazard
cleaning(blood borne pathogens)will be completed per hour if the pathogen has not
soaked into surrounding materials such flooring,furniture,and walls. Decontamination
for COVID-19 cleanup will be completed at approximately 750 square feet per hour.
Non-exclusive Biohazard Cleanup and Decontamination Services Agreement
Page 13 of 17
3.6. Contractor's technicians will perform services in a concise professional manner that shall not
interfere with City employees, clients,or operations.
3.6.1.Contractor may allow a trainee on site but the City will not pay for the trainee.
3.7. Odor Neutralization spray must be used for the removal of odors during the cleaning treatments
of facilities and vehicles.
3.8. Contractor shall notify City as soon as possible upon any disciplinary action or sanction taken
against Contractor,including but not limited to corrective action by OSHA, TCEQ or the EPA.
This includes disclosure to the City of Fort Worth, any reasons given for sanctions,disciplinary
action received,penalty or injunctive relief.
3.9. The Police Department will require the Contractor be available to be trained on how to take the
new molded plastic seats from the back seat of patrol cars. This training will take place at the
Police Department's Fleet Headquarters.
4. CERTIFICATION
4.1. Contractor certifies that it has and will maintain during the term of this agreement all current and
appropriate federal, state,and local licenses,permits,and certifications necessary for the
biohazard cleanup of buildings, structures and,automotive/vehicles.This includes but is not
limited to compliance with all safety standards required by the State of Texas and must be in
accordance with OSHA(1910.1030)requirements, Texas Commission on Environmental
Quality(TCEQ)Remediation Programs and EPA standards of disposal for biohazards.
5. ADDITIONAL SPECIFICATIONS
5.1. All service and charges for vehicles will be based on one(1)vehicle per work order only and the
invoices must list the Equipment Number and Purchase Order number for payment.
5.2. All services for facilities or other equipment will need a Purchase Order number that includes the
building location and description of the service to be performed. This information shall be
reflected on the invoice.
5.3. The City Designees will place verbal or written purchase orders directly to the Contractor for
service; Note:No Work Order is to be accepted by Contractor without receiving an Equipment
Number,location and Purchase Order number.All Work Orders must be placed by a City
Designee.The City Designees are:
Police Department: Sasha Kane
Park and Recreation Department: Rebekah Doyle
Water Department: Maenica Berry
Aviation Department: Ricardo Barcelo
Code Compliance Department: Christian Harper
Office of Emergency Management: Brenda Ray
Property Management Department: Denise Garcia and Andrea Trejo
Non-exclusive Biohazard Cleanup and Decontamination Services Agreement
Page 14 of 17
From time to time,the City may remove or add City Designees with written notice to Contractor.
5.4. The amount in the agreement is not a guarantee of future quantity,as the City does not guarantee
any particular quantity of vehicles or building biohazard waste clean-up during the term of this
contract.The quantity may vary,therefore the City shall not be liable for any contractual
agreements/obligations the contractor assumes based on the City purchasing/requiring any
specified amounts herein.
5.5. All pricing will be billed as an Hourly Labor Rate Charge which MUST INCLUDE ALL
COMPENSATION FOR LABOR,EQUIPMENT,MATERIALS, SUPPLIES,DELIVERY
AND/OR FUEL CHARGES including any containers needed for cleaning,disinfecting and
disposal of contaminated materials. This includes decontamination services and any specialized
equipment and/or supplies needed to remove persistent stains or odors. No other fees will be
accepted as additional or add on charges.
5.5.1.Hourly rates shall be invoiced to the nearest quarter hour.
5.5.2.Hourly rates shall not begin until Contractor staff has arrived at the job site and stop when
they leave site.
5.5.3.Work requests shall be for a single worker to clean,unless otherwise ordered and approved
by the City.
5.6. Contractor shall provide all paperwork and documentation needed to complete waste shipments.
5.7. Contractor shall provide invoices per shipment that clearly identify shipment address, shipment
date,manifest(s)number,type of waste, quantity of each type of waste.
5.8. Contractor shall provide City with fully executed copies of waste manifests within thirty-five
(35) Calendar days of waste pickup.
5.9. Contractor shall provide City with certificates of disposal within sixty(60)calendar days of the
pickup date;however,if the waste is a special waste,Contractor shall provide the certificates of
disposal within one hundred and twenty(120) calendar days of pickup date.
5.10. Contractor shall provide quarterly"waste"shipment/handling/disposal summaries within fifteen
(15)calendar days of the close of the calendar quarter(i.e.,due on April 15,July 15, October 15
and January 15).
5.11. Contractor shall handle all Medical Waste in accordance with all federal, state and local laws.
5.12. Contractor shall immediately notify the City of the acceptance of any Medical Waste.
Non-exclusive Biohazard Cleanup and Decontamination Services Agreement
Page 15 of 17
EXHIBIT B
PRICE SCHEDULE
FORT WORTH..,
CITY OF FORT WORTH BID OFFER
Event Page Invited: EVENT DETAILS
C17W01-29-0225 3
Event Round Version
1 1
Event Name
1TE-A - Decontamination Services Submit To: City of Fort Worth
Start Time Finish Time PURCHASING DIVISION
os os 211, OB:00:00 CDT 09 24 2020 13:30:00 CDT LOWER LEVEL CITY HALL
200 TEXAS ST.
Fart Worth TX 76102
United States
Email: FMSPurchasingResponses@fortwcrthtexas.gov
Line Details
Line: 'I
Description: Qty Unit UnitPrice Total
Labor rate to be charged for Biohazard 25.00 HR
Cleanup of Crime Scene-Normal cleanup $61.25 S 1,531.25
Line. 2
description: Qty Unit UnitPrice Total
Labor rate to be charged for Biohazard 10.00 HR
Cleanup of vehicles $57 09
Line: 3
Description: Qty Unit UnitPrice Total
Industry time standard for sterilization of 20.00 UN
CotstMatslChairs.Price is per 10 units per
lot. $66.19 $1,32380
Line, 4
Description: City Unit UnitPrice Total
Labor rate to be charged for Biohazard 20.00 SF
Cleanup of Buildings
$1.5D $3U,OU
Line: 5
Description: Qty Unit UnitPrice Total
Labor rate to be charged for Biohazard 8.00 HR
Cleanup of Crime Scene-Severe cleanup $167,A6 $1,339.84
Line.
6
Description: Qty Unit UnitPrice Total
Overtime rate for Monday-Sunday Hours 10.00 HR
5:01 PM CST-to 7:59AM CST $91,88 $91880
Total Bid Amount: $5,714.59
*The labor rate to be charged for Biohazard Cleanup of Buildings in Line 4 requires a minimum of 350
square feet.A service fee in the amount of$500.00 will be applied to building cleanups of less than 350
square feet.
Non-exclusive Biohazard Cleanup and Decontamination Services Agreement
Page 16 of 17
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
MWB SERV CORPORATION
DBA SERVPRO OF NORTH RICHLAND HILLS
6333 AIRPORT FREEWAY SUITE 107
FORT WORTH,TEXAS 76117
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Contractor and to execute any agreement,
amendment or change order on behalf of Contractor. Such binding authority has been granted by proper
order,resolution,ordinance or other authorization of Contractor.City is fully entitled to rely on the warranty
and representation set forth in this Form in entering into any agreement or amendment with Contractor.
Contractor will submit an updated Form within ten (10) business days if there are any changes to the
signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form
that has been properly executed by Contractor.
1. Name: Michael Weaver
Position: Vice President
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: Liliana Weaver
Signature of Pre id t/CEO
Other Title:
Date: 12-19-2020
Non-exclusive Biohazard Cleanup and Decontamination Services Agreement—
Exhibit C Page 17 of 17
M&C Review
Official
CITY COUNCIL AGENDA FURT1
REFERENCE**M&C 20- 13P20-0225 ITB -
DATE: 11/10/2020 NO.: 0822 LOG NAME: DECONTAMINATION SERVICES
LRH
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL)Authorize Purchase Agreement with MBW Sery Corporation for Decontamination
Services in the Amount of$572,000.00 for the Police, Property Management, Parks,
Water, Code, Aviation and Office of Emergency Management (OEM) Departments and
Authorize Four One-Year Renewals
RECOMMENDATION:
It is recommended that the City Council authorize a purchase agreement with MBW Sery
Corporation for decontamination services in an annual amount of$572,000.00 for the Police,
Property Management, Parks, Water, Code, Aviation and OEM Departments and authorize four
one-year renewals.
DISCUSSION:
The Police Department approached the Purchasing Division to finalize annual agreements for
decontamination services. In order to procure these services, staff issued an Invitation to Bid (ITB).
The ITB included detailed specifications describing the types of services to be performed based on
industry standards and in accordance with federal and state regulations.
The ITB was advertised in the Fort Worth Star-Telegram on September 9, 2020, September 16,
2020, and September 23, 2020. We solicited seven vendors from the purchasing database system
and received three responses. Bids were evaluated on best value criteria complying with all
provisions of the solicitation. Staff recommends awarding a non-exclusive one year agreement to
MBW Sery Corporation which met all applicable qualifications and specifications. The City will use
this agreement on an as-needed basis. No guarantee was made that a specific amount of services
would be purchased.
Last year, approximately $180,000.00 was spent for these services. The total amount of
$572,000.00 requested will be used as follows: approximately$199,000.00 annually for regular
decontamination services, $323,000.00 for COVID-19 related services and $50,000.00 for
contingency. Prices for labor are 15\% higher than the previous prices awarded on September 29,
2015 (M&C P-11796). Overall, the prices are considered fair and reasonable (see bid tabulation
attached).
A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing
Division and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the
purchase of goods or services is from sources where subcontracting or supplier opportunities are
negligible.
Upon City Council's approval, this agreement shall begin and expire one year from approval date
and may be renewed for up to four additional one-year terms at the City's option. This renewal
does not require specific City Council approval, provided that the City Council has appropriated
sufficient funds to satisfy the City's obligations during the renewal term. An administrative change
order or increase may be made by the City Manager in the amount of$143,00.00 and does not
require specific City Council approval as long as sufficient funds have been appropriated.
http://apps.cfwnet.org/council_packet/mc review.asp?ID=2839l&councildate=11/10/2020[11/12/2020 11:49:58 AM]
M&C Review
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as
previously appropriated, in the participating departments' Operating Funds to support the approval
of the above recommendation and authorization of the purchase agreement. Prior to any
expenditure being incurred, the participating departments have the responsibility to validate the
availability of funds.
BQN\\
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
FROM
�nd Department Account Project Program Activity Budget Reference# Amount
ID I ID I Year (Chartfield 2)
Submitted for City Manager's Office by: Jay Chapa (5804)
Dana Burgdoff(8018)
Originating Department Head: Reginald Zeno (8517)
Additional Information Contact: Cynthia Garcia (8525)
Laurena Hamilton (8321)
ATTACHMENTS
Capture-SOS search MBW.JPG
http://apps.cfwnet.org/council_packet/mc review.asp?ID=28391&councildate=11/10/2020[11/12/2020 11:49:58 AM]