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HomeMy WebLinkAboutContract 55657CSC No. 55657 �� i�T �� �T H A �� � � VENDOR SERVICES AGREEMENT This V�NDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule m�u2icipal corporation, acting by and through its duly authorized Assistant City Manager, and Ventrex Environmentai Services LLC ("Vendor"), each individually referre� to as a"party" and collectively referred to as the "parties." AGREEMENT D4CUMENTS: The Agreement documents shalJ include ihe follawing: 1. 'F�is Vendor Services Agreement; 2. E�ibit A— Scope of Setvices; 3. Exhibit B— Price Schedule; 4. Exhibit C— Verifcation of Signature Authori#y Form; and 5. Exh�bit D--- insurar�ce Requirements. Exhibits A- D, w�ici� are attached hereto and incorporated herein, are made a part of this Agreement for a11 purposes. In the event of any conflict between tlae terms and conditions of Exhibits A, B or D and the terms and conditions set forth in the bady of this Agreement, the terms and cozaditions of tihis Agreemertt shall contro�. Seope of Services. Provide cleaning services far underpas,s�s as described on Exhib�� "A". 2. Term. This Agreement shall begin on the Effective Date, as established herein, and shall continue for one calendar year, unless i�rminated earlier in accordance wrtl� this Agreement. This Agreemeilt may be renevved up to faur additional terms at the Ciiy's sole optian. 3. Comuensaiion. City s�all pay Vendor in accordance with the provisions ofthis Agreement and E�ibit "B,"�- Price Schedule. Total payment made under this Agreement shalE not exceed the arnaur�t of $96,000.00. Vendor shall not perfarm any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the acfditional costs for suel� services. City shall not be iiabie for any additio�al expenses of Vendor not speeified by this A�reemet�t unless City iirst approves such expenses in writing. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreeznent at any time and far a�ry reasan by providing the other party with 30 days' written notice of terminatic�n. 4.2 Non-ap�ropriation of �unds. In the event no funds or ins�fficient funds are appropriated by City in any fiscal period for any payments due hereunder, City wiIl notify Vendoz of such accurrence and this Agreement shaf I terminate on the last day of the fiscai period for which Vendor Services Agreement OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX appropriations were received witl�out penalty or expense to City of any kind whatsaever, except as to the portions of the payments herein agreed upon for whici� funds have been apprapriated. 4.3 Duties and Ob�i ations af the 1'arties. In the event that this Agreement is terminated �rior ta the Expiration Date, City shall pay Vendor for services actual3y rendered up to the effective date of termination and Vendor shal� continue to provide City with services requested by City and in accordance with this Agreement up to tne effecti�e date of termination. Upon terrnination of this Agreement for any reason, Vendor shall pravide City with copies of al] campleted or pa�tially cornpleted documents prepared t�nder this Agreement. ln the e�ent Vendor has received access to Czty information or data as a r�quirement to perform services hereunder, Vendor shall return all Ci#y provideci data to City in a machine readable farmat or other forrna# deemed acceptable to City. 5. DiscFosure of Conf[icts and Confidential Infornnation. S.1 Disclosure of Car�flicts. Vendor hereby warrants to City that Vendqr has made full disclosure in writing of any existin� or potential canflicts of interest relafed to Ver�dor's services under this A�reement. in the event that any conflicts of interest arise after the Effecfii�e Date of this Agreement, Vendor hereby agrees iinrnediaiely to make full disclasure to City in writing. 5.2 Coiifidential i2zformation. Vendor, far iiself and its officers, agents and ernplayees, a�rees that it sllall treat ali information provided to it by C�ty ("City Tnformation") as eont►dentiai ar�d shall not disclose any such informatian to a thirci party without the prior written approval of City. 53 Pubiic Information A�ct. City is a gavernment entity u��der the laws af the State of Texas and all docu�nents held or maintaiued by City are subject to �isc9osure under the Texas Public Information Act. In tl�e event there is a request far infarn�ation rnarked Confde��tial or Proprietary, City shali 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 S#ate of Texas or by a court of competent jurisdiction. 53 Unauthorized Access. Vendar shall store and maintain City Infarmat�on in a secure rnanner and shall not allow ��nautl�orized users to access, modify, delete ar otherwise corrupt City lnformatioza in any way. Vendor shall natify City imrriediately if the security ar i�tegrity af any City lnformation has been compromised ar is believed ta have been compromised, in which even#, Vendor shall, in goad faith, use all commercial�y reasonable efforts to cooperate wii� City in identifying what information has been accessed hy una�thorized means and si�a11 fu91y cooperate with City to protect such City Infor�nation from further unauthorazed disclosure. 6. Ri ht to Audit Vendar agrees that City shall, until the expiration of three (3) years after final payment under #his contract, or the tinal conclusion of any audit co�nmenced during the said three years, have access to attd the right to exam3ne at reasonable times any directiy pertinent books, documents, papers and records, including, but not limited #o, all electronic records, of Vendor involving transactio�s relating to this Agreerrient at no additianal cost to City. Vendor agrees that City shall have access during normal working hours to ail necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in campliance with the provisions oi ihis section. City shall give Vendor reasonable advance notice of intended audits_ Vendor Services Agreement Page 2 of 13 7. Indeqendent Contractor. it is expressly �nderstood and agreed ihat Vendor shalf operate as an independent contractor as to a[1 rights and privileges and work perforrned under this Agreement, and not as ageni, representative or einpioyee of City. Subject #a and in accordance with the conditions anci provisions of ihis Agreerr►ent, Vendor shall have the exclusive right to controi the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, emplQyees, Vendors and subVendars. Vendor ac�Cnowledges that the doctrir�e oi respondent superia� shall not apply as between City, its offcers, agents, servants anc! employees, and Vendor, its officers, agents, employees, servants, Vendors and subVendors. Vendor further agrees that nothing here�n shall be construed as the creation qf a partnership or joint enierprise between City and Vendor. It is further understood that City shall in no way be cansidered a Co-employer or a Jaint e�nployer of Vendor or any officers, agents, sezvants, employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of Vendor shail be entitled ta airy employment benefits fram City. Vendar shall be responsible and Iiabie for any and all payment and reporting of taxes on behalf of itself, and any af its officers, agents, servants, employees or subVendar. Liability and Indemnification. 8.1 LIABILITY- VENDOR SHALL BE LIABLE�ND RESPONSI`BLE FOR A1VY AND ALL PRQPERTY LOSS, PRDPERTY DAMAGE AND/DR PERSONAL INJURY, 1'NCLUDING DEATH, TO 19NY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S}, MALFEASANGE OR 1"NTENTIONAL MISCONDUCT OF VEIVDOR, ITS OFFICERS, AGENTS, SERT�ANTS OR EMPLO.YEES. 8.2 GENERA�, INDEMNIFICATION - VENDOR HEREBY CDVENANTS A_ND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS DFFICERS, AGENTS, SERVANTS AND EMPLDYEES, FROM�IND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFfIlVYKIND OR CIIAItACTER, WHETHER REAL OR AS5'ERT�'D, FOR EITHER PRDPERTYDAMAGE OR LOSS (INCL UDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSI"NES.S AND ANY RESULTING LOST PROFITS) AND/OR PERSDNAL INJURY, INCLUDING DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF �R IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY 7HE NEGLIGENT ACTS OR OMISSION,S OR MALFEASANCE OF V�NDOR, ITS OFFICER.4, AGENTS, SERVAIVTS OR EMPLOYEES. $,; INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or' pay, at its own cost and e�pense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar properly rigl�t arising fram City's use of the software and/or documentation ia accordante with tl�is Agreement, it being understood that this agreeme�t to defeQd, settle or pay shail not apply if City modifies or misuses the software and/or docu�nentat�on. So long as Venc3ar bears the cost and e�pense of pa�ment for claims or actions against City pursuant to th'rs section, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or comprornise and to settle or compromise any such claim; �owever, City shall have the r�ght to fully participate in any and atl suc� settlennent, negotiations, or lawsuit as necessary to protect City's in�erest, and City agrees to coaperate wit� Ve�dor in doing so. In the event City, for whate��er reasan, assumes tl�e responsibility for payment of costs and expenses for any claim or action �ro�rght against City for infringement arising under this Agreement, City shall have the sole right to conduct ihe Vendor Services Agreement Page 3 of 13 defense of any such claim or action and alt negotiatior�s �'or its settle�nent or com�rfl�nise and to settle or compromise a�y sach claim; however, Vendor shall fully participate and cooperate w'rth City in defense of sucl� claim ar action. City agrees to give Ve�tdor timely wr'rtten notice of an_y such claim or actian, with copies of all papers City may receive reEating thereto. No�withstanding the fpregoing, City's assumption of payment of costs or expenses shall nat eliminate Vencfor's duty fo indemnify City under this Agreement. If tl�e software andlar documentation or any part thereaf is he[d tn infringe and the use thereof is enjoined or restrained or, if as a res�lt 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 contin�ue to use the software andlor documentation; or {b) modify the software and/or documentation to malze it non-infringing, providec� #hat such moditcation does not materially adversely affect City's authorized use of the software and/or documentation; or (c) repCace the software and/or docu�nentation with equally suitable, compatible, and funetianatly equivalent non-infringing software andlor documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably availabie to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which teemination City may seek any and a11 remedies avaitable to City under law. 9. Assi�nment and Subcontrac#eng. Ass� Vendor sltall not assign any of its duties, obli�ations or rights under this Agreement witnout the prior written consent of City. lf City grants conse��t to an assignment, t11e assig��ee shalI execute a written agreement with Cit�� and Vendor under which the assignee agrees to be bau��d by the duties and obiigations of Vet�dor under this Agreement. Vendor and Assignee shall be jointly liahle for aIl obligations of Vendor under this Agreement prior to the effeetive date of the assignment, 10. Insurance. See Ex}�ibit D, attached hereto and incorporated herein. 1 1_ Com�liance with Laws, Ordi�►ances, Rules an.d Re�ulations. Vendor agrees that in tile performance of its obli�ations hereundcr, it shall comply wi#h all applicab[e federal, state and local ]aws, ordinances, ru�es and regulations and that any work it praduces in cor�nection w�ith this Agreei�nent will also comply witk� all applicable federal, state and locat laws, ardinances, rules and regulations. lf City notifies Vendor of any violation of sucl� laws, ordinances, rules or regu[ations, Vendor shall imrnediately desist from and correct the violation. 12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subVendars and successnrs in interest, as part of the consideratron herein, agrees that in the perforrriance of Vendor"s duties and obliga�ions hereunder, it shall not discriminate in the treahnent or employment oi any ir�dividual or group of individuals on any basis prohibited by �aw. IF ANY CLAIM AR�SES �'ROM AN ALLEGED VIOLATIQN �F THIS NON-DISCRi1VIINAT�ON CQVENANT BY VENDOR, ITS P�RSONAL REPRESENTATNES, ASSIGNS, SUSV�NDORSS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND H�LD CITY HA1tMLESS FROM SUCH CLAIM. 13. Notices. conclusively determined emp�oyees, servar�ts or Notices requi�ed pursuant to t�e prc��isions af this Agreement shall be to ha�e been delivered whet� {1) hand-delivered to the otlaer party, its agents, representatives, (2j delivered by faesimile with electronic con�rma#ion of the Vendor Services Agreement Page 4 of 13 transinission, or (3) received by the other party by United States Mail, registered, retuni receipt requested, addressed as follows: To CITY: City o� Fort Worth Atti�: Assistant City Manager for TPW 200 Texas Street Fort Worth, TX 761 D2-6314 Facsimile: (817) 392-8654 To VENDOR: �{,w D. Roc1����2� Titla: D��er4��ns 1�+�u9Qr 3C1 `I �►�.y Alr,oe.. ,�'.}. �kr�� T� 7�6 � YO Facsimile: - 5-5117 With copy to Fort Worth City Af#orney's Office at same address 14. Solicitation of Emuloyees. Neitlier City nor Vendor shall, durii�g the term of tY�is Agree�ner�t and additionally for a period of one year after its termination, salicit for emplayment or employ, whether as e�nployee or incEependent cantractor, any �erson wlao is or has been emplayed by the o#her during the term of this Agreetr�ent, witl�o�t the prior written consent of the person`s ennployer. Notwithstanding the foregoing, this provision shall nat apply to an employee of either par�y who responds to a general solicitation of advertisernent of employment by either party. 15. Governmental Powers. It is undersiood aild agreed that by execution of this Agreement, City does not waive or surrender any of its governmer�tal powers or immunities. l6. No Waiver. The fail��re of City ar Vendor to insist upon the performance af any terrn or provision of this Agreernent or to exercise any right granted herein si�all not canstituie a waiver of City's or Ver►dar's respective right to insist upon appropriate perfonmance ar to assert any such right o11 any future oceasion. 17. Gavernin� Law I 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 equiry, is brought p�rsuant to this Agreement, venue for such action shall lie in state courts �acated in Tarrant County, Texas or the United States District Court far the Northern District of "['exas, �'ort Worth Division. l8. Severabilitv. If any pravision of this Agreement is held ta be Envalic�, illega] or unenforceable, t�e vaiidity, legaiity and enforceabil ity af the ramaizung provisions shall not in any way be affected ar impaired. 19. Force Maieure. City and Vendor shall ex.ercise their best efforts to rneet their respective duties and obligations as set forth in this Agreement, but shall �zot be held Iiable for any delay or o�nission in performance due ta force majeure or other causes beyond their reasonable control, including, but not limited to, complias�ce with any governtnent law, ordinance or regula#ion, acts af God, acts of the �ublic enenny, �res, strikes, lockouis, natua�al disasters, wars, riots, zrateria] ar ]abor restrictions by a��y �pvernmental at�tharity, transportation problems and/or any other similar eauses. 2Q Headin�s not Controllin�. Headzngs 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 pr limit the scope of any provision of this Agreement. Vendar Services Agreement � Page 5 of 13 Z 1. Review of Counsel. The parties ackrtowledge that eac11 party and its counsel have reviewed and revised this Agreement and that ihe narmai rules of canst�-uction to the effect that any ambigui#ies are to be resolved against the drafting party shall noi be employed in the intez�pretation of this Agreement or Exhibits A, B, and C. 22. Amendm�nts / Modi�iCation,s / Extensions. No amendment, madification, or extension of this Agreement shall be binding upon a party hereto uttless set forth in a written instrument, which is execufed by an authorized representative of each party. 23. �ntiretv of A�reement. This Agreement, including Exhibits A, B and C, con#ains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to th.e rnatters contained herein. Any prior or contemporaneous oral or written agreemen# is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. Counterparts. This Agreement znay be e�ecuted in one or more counterpa�ts and each coutaterpart s13al1, for all purposes, be deemed an original, but all such counterparts shal] together constitute one and the same instrument. 25. Warrantv of Services. Vendor warrants that its services wi11 be of a high quality and conform to generally prevailing industry standazds. City zx�ust give wz�itten natice of any breach of this warranty within thirty (30) days from ti�e date that the services are completed. In such event, at Vendor's optior�, Vendor sk�all either (a) use coz�iznercially reasonable efforts to re-perform the services in a manner that conforms wit}� the warranty, or {b) refund the fees paid by City to Vendor for the �onco�fonning services. 26. ImmiEratian Nationaiitv Act. Vendor shall verify the identity and em�layr�e�t eligibility of its employees who perform worE� under this Agreement, incIuding completing tl�e Employment Eligibiliry Verification �'orm {1-9). Upon request by City, Vendor shall provide City with copies of al] 1-9 forms and supporting e]igibility docurr3entation for each employee who performs work under this Agreeznent. Vendor shall adhere to all Federal and State laws as well as establish appropriate praced��res and controls so that no services will be performed hy 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 EMPLQYEES, SIIBCONTRACTORS, AGENTS, OR L�CENSEES. City, upon written raotice to Vendor, shall hav� the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. Ownership af Work Product. City� shal] be the sole and e�clusive owner of alI reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced ir� conjunciion with the services provided under this Agreement (coIiectively, "Work Produc#"). Further, City s�all be the sole and exclusive ownez of all copyright, patent, trademark, trade secret and otl�er proprietary rights in arid to the Work Product. Ownership af the Work Product shal] i�ure to the bene#it of City froin the date of conception, creati.an or fxation of the Wark Product i�� a tangible medium of expression (whichever occurs first). Each capyrightable aspect of the Work Product shall be considered a"work-�nade- for-hire" within the meaning of the Copyright Act of I976, as amended. If and to the extent sucla Work Prodt�ct, ar any part thereof, is not considered a"work-made-for-liire" within the rneaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, ti�le and interesi in anc€ to the Work Product, az�d all copies tk�ereof, and in ar�d to the copyright, patent, trademark, trade secret, and a�] other proprietary rights therein, that City may �ave or obiain, without further consideratior�, free from any claim, l�en for balance due, or rights of retention tkaereto on the part of City. Vendor Services Agreement T Page 6 0#' 13 28. Si�nature Autharitv. The person s{gning this Agreement hereby warrants that he/she has the lega] authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper qrder, resolution, ordinance or ather authorization of the entity. Tl�is Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose name, #itie and signature is affixed on the Veriftcation of Signature Auihority Form, wi�ich is attached hereto as Exhibit "C". Each party is fuliy entitled to rely on these warranties and represeniations in entering into t�is Agreement or any ame��dment here#o. 29. Change in Cornna_� Name or Ownership. Vendor shali notify City's Purchasing Manager, in writing, of a company name, ownership, or address change far the purpose of maintaining updated City records. The president o� Vendor or authorized official must si�n tE�e le�ter. A letier indicating changes in a company name ar ownership inust be accompanied v��ith supporting legal docurr�entation such as an updated W-9, documents iiled with the state indicating such change, copy of the board of director's resol��tion apprav�aag the action, or an executed merger or acquisi#ion agree�nent. Failure to provide the specified documentation so may adversely impact future invoice payrr�ents. 3Q. No SoYeott of IsraeL If Vendor has fewer than �0 employees or this Agreement is for less than �1d0,000, this section does not apply. Vendar acknowleciges 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 ar services unless the contract contains a vvritten verification fro�n the comparty that it: (]) does not baycott .lsrael; and (2) wili not boycott Israei during the term of the contract. The terms "boycott lsrael" and "company" shall have the meanings ascribed to those terms in Sectian 808.00i of the Texas Govern�ne�3t Code. By signing this contract, Vendor cert�fies that Vendor's signature prpvides written verification to the City that Vendor: (1) does no# boycott Israet; and (2) w'sil not boyco#t �srael during the term of the contraet. IN WITN�SS WHEREOF, the parties hereto have executed this Agreement in mul#ipies. (signature page follows) Vendor Services Agreement Page 7 of 13 ACCEPTED AND AGREED: CITY OF FORT WORTH: Dana eu✓� hAa{F By: Na1T12: Dana Burghdoff 'I'itie: Ass�stant Ciiv Mana� Date: Apr27,2021 , 20 APPROVAL REC4MMENDED: lJ1L._C7L By: �� , . �, ,. , -. Name: W Johnson '�'1t�8: TPW Director ATTEST: �y: `��� jva�p�: MaryJ.Kayser Title: Citv Secretary VENDOR: Bj�: �Y��� �n4�'°YIMMAti�4� �r'Y1��f t.t�. Name: (7 v �a� r.Ir wi. + � Title: G�rtik�s ���' Date: y � 6 _�, 20� CQivTRACT COMPLFANCE MA�VAGCR; 8y signing 1 acknowlecfge that 1 am the person responsible for the monitor�ng and administration of this contract, including ensuring all performance and reporting requirements. r � �> ,�,-� By: ,�_ � . � � Name. Timothy Moreno �'lt�e: TPW Superintendent APPROVED AS TO FORM AND LEGALITY: 8�7: ..,��.� -.,... Name: Douglas W Black Title: Assistant Citv AitorneX CONTRACT AUTHORIZATION: M&C: NIA Vendor Services Agreement OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A SCOPE OF SERVICES Provide Decontamination Services for Select Underpasses. C�ean and decontaminate 3 underpasses that meet the following specifications. DETAILED SPECIFTCAT�ONS 1 TITLE STREFT UNDERPASS BIOHAZARD CLEANUP AND DECONTAMINATION SERVTCES. 1.1 The City of Fort Worth (City} rec�uires vendor to pravide all necessary labor, inaterial, and eyuipment to collect ancE dispose of garbage and waste for undezpasses cleaning for the Transportation and Fublrc Works Departmen� at the following ]ocations 1$7 Henderson Street (1 mile), I 317 .Tennings Ave (1 mile}, 1731 Main Street (.5 mi�e}. l.2 The term of the Agreement shall be for a one-year (I) periad, with four (4j options to renew for additional one-year periods. However, if funds are not appropriated, the City may cancel tl�e agree�nent 30 caIendar days after providing written notification to the successful bidder, known hereafter as "Vendor". The City has the sole opt�on to exercise the renewal options. 1.3 Following the award, additional services of the sarne general category that could have been encoxmpassec� in the award of this Agreement, and that are not already on the Agreement, may be added_ i.4 Unit price shall include all cost for collection ancf disposal of USDA garbage and w�aste including but not limited ta fuel, travel and/or time lost. No additional charges wi11 be accepted or paid by the City. 2 PURPOSE 2. ] The intent of this specification is to describe the minirnum requirements for the purchase of decontamination services (bio-hazardous cleanup) for the City of �'ort Worth Transportation and Public Warks Departnlent on an "as-needed" basis. This may include biohazard decontamination of underpass locations. 2.2 The City of Fort Worth will use this agreement far vendor ta chen�ically clean and disinfect underpasses contarninated by bodily fluids and biohazard materials such as blood �athogens, urine, feces and vomitus to pro�ect against HIV (Human immunodeficiency virus), Hepatitis, Tuberculosis and any other infectious dan�ez�s pres�nt. Under circuamstances in vvhich differentiation between body fluid types is difficult or impassible, al� body fluids shall be considered potentially infectious material so precautions shall be obse:rved to prevent contact wit� blaad or other potentially infectious fluids or materials. Decantamination services may be ordered ten times a year. The services shall include the street underpasses. Applies to aIl Vet�dor Services Agreement — E�ibit A Page 9 af 13 occupat�onal exposure to potentially infectious fluids or material that might be present during clean-up of undezpasses. 23 Applies to all occupational exposure to potentialIy in%ctious f�uids or material that might be present during cfean-up of Underpasses. 3 DEFINITIONS 3.1 Blood borne Pathogens" �neans pathogenic microorganisms that are present in human blood and can cause diseases. 3.2 "Cantaminated" means the presence o;r tlae reasonably anticipated presence af biood or other potentially infectious fluids on the inside surface of the vehicle maierials. 3.3 "Decontamination" rneans the use af physical or chemica� means to remave inactivate or destroy blood borne paihogens to the point where they are no longer capable of transmitting infectious particles and/or are safe and odor iree. 4 REQUIREMENTS 4.1 Set-up signage and lane closure notices f'or traffic control. Traffic Controi Plan in accardance with City af Fort Worth and Texas Manual on Uniform Traffic Control Devices (TMUTCD) 4.2 Notify iocal Police liaison for interaction with `homeless" 4.3 Remove all litter and other solid waste along vvalEcways and dispose in accorc�ance to all r�gulations 4,4 ldentify and collect all medical and/ox hazardous waste and dispose in accordance to all regulations 4.5 Set-up wash-water collection systern (if soap is to be utilized} 4.6 Power-wash entire area according to the following a) Outer solid wall from ground le�el ta 48" above {as n�eded) b) Sidewalk side of inner wall from sidewatk level up to 48" (as n�eded) c) Vehicle lane s�de of inner wali from street level to top of walI (initial and as needed) d) Collect power-wash wastewater (if soap is to be utilized} and dispase accordingly at Village Creek Wat�r Reclamation Facility 4.7 This decontamination service {bio-hazardo�s cleanup) can include, but are not limited to, the fnllovving bio-ha�ards to be removed. 4.71 Bioad spills, HIV contamination 4.7.2 Vomit 4.7.3 Feces 4.7.4 Dead animals 4.7.5 Hepatitis 4.7.6 Staph, MSRA (Methici�lin resistant Staphylacoccus aureus} 4.7.7 Sewage 4.'7.8 Hoardin�/Pack Rat 4.7.9 Sharps clean-up and removal 4.7.10 Decomposition 4.7.11 Ozone treatrnent 5 BIOMEDICAL WASTE Vendor Services Agreement— Exl�ibit A Page 10 of 13 5.1 The Vendor shall perform the transportation and incinerat�on of biomedical waste found at the underpasses of 187 Henderson Street, 1317 Jennings Ave, 1731 Main Street. 5.2 Biomedical waste shall inclucie sharp, hypodermic needles, syringes, micrabial cultures, #issue cultures, animal tissue, laboratory containers, slides and any other waste t�tat meet the definitian of Regulated waste under 29 Code of Federal Regulation. 5.3 Vendor shall be responsib�e for biomedical waste being proper�y loaded orz the Transportation equipment unless ather provisions are specified. 5.4 AI1 work perfarmed under this Agreernent shal I be done in accordance with Texas Administratzve Code regutations. The transporter and disposal facitity sl�all have all applicable licer�ses and permits z�ecessary to per�onn the work required under this Agreement prior to award and rz�ake such faeility licens�s and permits avaifable for ins�ection. At any tirr�� during the life of this Agreement when such lic�nses and permits are amended, renewed or reptaced, Vendor shall pravide a letter notifying City of sucla within ten (t0) calendar days prior to that amendm;ent, renewal, or replacement. 5.5 Duz'ing the ierrrt of this Agreement, Vendor shall subm�t copies of all formal written notices of vio�atian concerni�ng noncoznpliance of operating perr�its that occur at Treatment, Storage, DisposaI Facilities (TSDF) used to dispose City waste streams. Notices of vialation shaii b� sent to the Ciry within thi�ty (30) days from the day the notice was issued. 6 LAWS, REGULATIONS, AND ORDINANCES 6.l The Vendor shall be responsible for meeting atl �ederai: taws, ordinances and regulations; State: laws, ordinance and regulatians; county: laws, ordinances at�d regulations; and City: laws, ordinances, and regulations for sa�ety of people, environment, and property. This includes, but is not limited to, all Federal, State, County, and City Agencies, Administratioz�s and Cornmissions such as the �nvironmental Protection A�er�cy (EPA}, Occupatianal Safety and Healtl� Adzninistratian (OSHA), attd the Texas Commission on En�ironmental Quaiity {TCEQ). In the event any law, re�ulation or ard�nance becomes effective after the start of this Agreement, the Vendor is required to comply with new policy. Any t�nandates requirin� the City to comp�y with new guidelines will also require the Vendor to comply. Vendor Services Agreement—Exhibit A Page ll af 13 EXHIS�T B PRICE SCHEDIILE Costs %r tlte fol�owing: Cleanup of Main Street, Henderson Street and Jen�ings Street underpasses are provided in Vendor's bid. Work to be performed 6 times per calendar year at the rate of $] b,000. Vendor Services Agreement — E�iibit B Page 12 of 13 EXI3IBIT C VERIFICATION OF SIGNATURE AUTHORITY Execution of this Signature Verification Form ("Form") hereby certifies that the fallowang individuals and/or positions have the authority ta legally bind Vendor and to execute any agreement, a�nendmeni or change order on behalf of Venc3ar. Such binding authorityr has been granted by proper order, resolutiora, ordinance or other authoriza�ion of Vendor. City is f�xlly entitled to rely on the wa�•ranty and representation set forth in this For�n in entering into a�y a�reeanent or amend�nent with Vendor. Vendor will suhmit a� updated Form within ten (i0} business days if there are any changes to the signatory autl�ority. City is entitled to rely on any curr�nt executed Form until it receives a revised For�a� that has been property executed by Vendor. Naine: � hn .�avt� K�'r S ve Z Position: D�er.rl;� /�� Sig re Name: lacv+3��� /2u,�f�'""Z- Position: CFo �� �� Signature Name: Position: S ignature Natne: f-�cfa1 � l2�r;Sve�. _ l��`�{{.�( G . 1 `-C1 � i Sibnature of Aresident / CEO Other Title: �(�y1��' Date: �/�b f L°2! Vendor Services Agreement—Eahibit C Page 13 of 13