HomeMy WebLinkAboutContract 55782City Secretary Contract No. 55782
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VENDOR SERVICES AGREEMENT
TYais VINDOR S�RVICFS AGREEMENT ("Agreement"} is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and
through its duly authorized Assistant City Manager, and VENTREX ENViRONMENTAL SERVICES
LLC ("Vendor"}, a Texas Corporation artd acting by and thraugh its duly authorized representative, each
individually referred to as a"party" and colEecti�ely referred to as the "parties."
i. Sco of Services. Decontatnination of bed bugs and fire extinguisher discharge on an as-
neecEed basis ("Services"), which are set forth in more detail in �xhibit "A," attac�ecE he�-eto and
incorporated herein for all purposes.
2. Term. This A�-eement begins on May I, 2021("Effective Date"} and expires on April 30,
2dZ2("Expiratio�l Date"), unless terminated earlier in accordance with this Agreem;ent ("Initial Term'�.
City vvill have the optian, in its sole discretion, to renew this Agreement under the same terms and
conditions, for up to four (4} one-year renewal option{s) (each a"Renewal Term"}.
3. Coropensation.Citywi!lpayVendorinaccordancewiththeprovisionsoithisAgreemerrt,
including Exltibit "B," which is attached 3�ereto and incorporated herein for all purposes. Total
campensation undert�is Agreerr►ent will �ot exceedFighty Thousands, Nne Hundred and Nnety-�gF►t
Dollars and 80/10U ($80,998.80}. Vendor will not p�rform any additiona] sErvices or bill for expenses
inc urred for City not s pec ified by thas Agreement unless City requests and approves in w rzting the additiona]
costs for such services. City w ii.l raot be tiabie for any additionai expenses of Vendor not speciYied by this
A�reement �anless City first ap�roves such expenses in writing.
4. Termination.
4.1. Written Notice. City or Vendor may terrninate ti�is Agreement at any time and for
any reason by providing the other party with 30 days' wr�tten notice of tertnination.
4.2 Non-appropriatian of Funds. I.n the event no funds or ins�fficient funds are
appropriated by City in any fiscat period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscat period for which
appropriations were received witl�aut penalty or expense to City of any kind w hatsoever, except �
to the poi-tions of the payments herein agreed upon for which funds have been ap�ropriated.
4.3 Duties and Qblf ations of the Parties. In the event that this Agreement is
ter�ninatec! prior to the Expiration Date, City wil[ pay Vendor far services actualiy rendered up to
the effective date aftermir�ation and Vendor will continue ta provide City with services r�quested
by Ciry and in accordance wi�h this Agreeme�t up to the effective date of terrr�ination. Upan
I"i'B 21-OQbI Additional
Vehicles
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
termination af this Agreemer�t far any reason, Venrfor will provicfe City with copies of all
campleted or pai-t�al�y completed documer�is prepared under this Agreement. In the event Vendor
has recei�ed access to City Information or data as a require�nent to �erform services hereund�,
Vendor will ret�rn a[I City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosurc of Canflicts and Confidential Infarmation.
5.1 Disclos�re of Conflicts. Vendor hereby warrants to City t}aat Vendor has itz�ade fu�
disclosure in writing of any existing or potentia� conflicts of interest related to Vendor's services
under this Agreement. [ n the event that any conf1icts of interest arise after the Effective Date of thi�
A�;reement, Vendor hereby agr�es immediate[y to make full disclosure to City in writing.
5.2 Confidential lnfo��mation. Ver�dor, for itseif and ifs officers, agents and e�nployees,
a�rees that zt will treat all iz�formation provided to it by City ("City ]nfarmation"j as confadential
and will not disclose any sucl� information to a third party without the prior written approva] of
City.
5.3 Public Inforrrtation Act. City is a government entity under the laws of the 5tate of
Texas and all documents held or maintained by C�ty are subject ta disc losure under the Texas F�blic
Information Act. In [he event there is a request for information marked Confidentia] or Proprietary,
City wiil promptly notify Vendor. It w ill be the responsibiEity of Vendor to submit reasons objecting
to disclosure. A determination on wi�ether such reasons are suificient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of cornpeterrt
jur�sdiction.
5.4 Unauthorized Access. Vendormuststor�andmaintainCity lnformation inasecure
manner and will not allow unautharized users to access, madify, delete or otherwise corrupt City
Informafion in any way. Vendor znust notify C�ty imrnediately if the security or integrity af any
City Iniarmation has been coinprornised or is believed to l�ave been co�npromised, in which event,
Vendor ��ill, in gaod faith, Use ai] comtnercially reasonable efforts to coopera�e with City in
identifying what information has been accessed by unauthorized mea�s ar�d will fully cnnperate
with City to protect such City [nformation from further unauthorized disclosure.
6. Ri�ht to Audit. Vendor agrees that City wilt, until the exp�ration of three (3) years a�#�-
final payment under this Agreement, or the fina� conclusion of any audit comtnenced during the said three
years, ha�ve access to and �he rig�t to examine aT reasonable times any directly pertinet�t books, documettts,
papers and records, including, but not limited to, all e]ectronic records, of Vendor invol�ing transactions
relating to #his Agreement at no additional cost to City, Vendor agrees that City wifl have access dura�g
normal warEcing ho�rs to aE� necessary Venc�or facilities and will be prnvided adequate and apprn�riate wark
space in order to conduct audits in comp�iance with the provisions oF this section. City w iEl give Vendor
reasonable advar�ce notice of intended audits.
7. Inde ndent Contractor. It is expressiy understood and agreed that Vendor wil� operate
as an indep�ndent contractor as to a1l rights and privileges and work performed underthis Agreement, �d
not as agent, representative or em�loyee oi� City. Subject ta and in accordance with the conditions and
provisions of this A�reement, Vendor will have tne exclusive right to control ti�e detaiLs of its operations
and activities and i�e solely responsible for the acts and omissions of its officers, agents, servailts,
emp�oyees, Vendors, and subcontractors. Vendor acknow[edges that the doct�•ine of respondeat superior
w ill not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agerats,
Vendor Services Agreement Page 2 of 15
em�loyees, servants, contractars, and suhcontractors. Vendar further agrees that nothing here3n wi�l be
construed as the CrQatiOn of a partnership or joint enterprise betweer� City and Vendor. [t is furt�er
understood that City w iEl in no way be considerecf a Co-employer or a Joint employer of Vendor or any
of�cers, agents, servants, emplayees, contractors, or subcontractois. Neither Vendor, nor any officers,
agents, servants, empIoyees, contractrn-s, ar subcontractors of Vendor w ill be entitled to any employrr�ent
bene�ts from City. Vendor will be responsible ar�d iiable for any and all payment and reporting of taxes on
behalf of itself, and any af its off�cers, agents, servants, employees, coniractors, or contractors.
&. Liability a�d Indemnification.
S.1 LIABILITY -[TL`NDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LDSS, PRDPERTY DAMAGE AND/DR PERSONAL INJURY,
INCL UDIIVG DEATH, TD ANY .9ND ALL PERSONS, OF A.NY HWD 4R CHARAC.TER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAiISED BY THE NEGLIGENT
ACT(S) OR OM�S`SION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
vENDOR, TI'S OFFKERS, AGENTS, SERi�ANTS, EMPLOYEES, CDNTRACTORS, OR
SUBCDNTRACTORS.
8.2 GENERAL 1'IVDEMNIFICATION - VEND4R HEREBY COVENANTS AND
AGREES TO WDEMNIFY, HOLD HARMLESS f9ND DEFEND CJ'TY, ITS OFF1'CL�`RS,
AGENTS, SERVANTSAIVDEMPLOYEES, FR�MANDAGAINSTANYANDALL CLAIMS
�R LAWSUPlS OFANYKIIVD OR CHARACTER, WHETHER REAL ORASSERTED, FOR
EITHER PROPERTYDA.MAGEOR LOSS (INCL UDING ALLEGE.DDAMAGE DR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTWG LOST PROFITS) AND/Ol� PERSONAL
INJURY, INCL UDWG DEATH, TD ANY AND A�L PERSONS, ARLSING OUT OF OR IN
C4NNEC7'ION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIDNS OR MA.LFEA,SANCE OF VEIVDOR, ITS OFFICERS,
AGENTS, SERVANTS, EMPLDYEES, CONTRACT4RS, �R SUBCDNTRAC7'ORS.
8.3 IIVTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or actioo against City for
infringementof 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 tius
Agreement, it being understood that this agreemient ta defend, settie or pay �will not apply if
City modifies or mis�ses the software and/or dncumentation. So lflng as Vendor bears the
cost anc� expense oi �ayment for claims or actions against City purs�ant to this sectian,
Vendor will have the right to co�adutt the defense of any such claim or action and all
negotiations for its settlementor compromise and ta settle or comprort�ise apy suc� ctaim;
hovvever, City rvill have the right to fully participate in any and a[1 such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
wiiE� Vendor in doiog so. In the event City, for whatever reason, asse►mes the responsibilify
for paynnent of costs and expenses for any claim or action brought against City %r
infr'r�gement arising under this Agreemen� C'rty wii[l have the sole right to conduct the
defense of any s�ch c[aim or action and al! r�egotiations far its sett�eme�t or compromise and
to settle or compromise any such claim; however, Vendor will fulty participate ancf cooperate
rvith City in defense of sach claim ar action. City agrees to give Vendor timely wr�tten notioe
of any such claim or action, rvith copies of ali �apers City may receive relating thereta
Notwithstanding the foregoing, City's assumption o�Fpay�nent of wsts ar ex�enseswill not
eliminate Vendvr's duty to indemnify C�ty under this Agree�nent. If tl�e softwa�e and/or
documentation or any part thereof is held to infringe and the use thereof is enjained or
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restrained or, if as a result af a settlement or comprornise, such use is materially adversely
restracted, Vertdor will, at its awn expense ar�d as City's soie remedy, either: {a) grocure for
City t�e right to continue to use the software and/or dotumentatioq; or (b) modify the
software and/or documentation to make it non-infringing, provided that such modification
does not mate�ialiy adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/ar documentatian with equally suitable,
compatible, and functionally ec�uivalent non-infr�nging software and/or documen�ation at no
additeanal charge ta City; ar {d) if none af the foregoing alternatives is reasonab�� availaE�ie
to Vendor termi�ate this Agreement, and refund all a�eaounts paid to Vendor by City,
subsequent to which termination City may seekany and all re�eedies availabte to City under
law
AssigQeneut and Snbcantracting.
9.1 Assi r�nment, Vendor will not assign or subcontract a�y of its cluties, obligations
or t-ights under this Agreement without the priar written consent of City_ If City grants coi�serrt to
an assigivnent, the assignee will execute a wriften agreem�nt with City and Vendor under which
the assig7lee agrees to be bound by the duties and obligations of Vendor ur�der this Agreement.
Vendor w il] be liabEe for all obligations af Vendor under tl�is Agreement prior to the effective date
oi the assignment.
9.2 Subcontract.IfCitygrantsconsenttoasubcontract,ihesubcontractorwillexecute
a written agreement with Vendor referencing this Agreement under which subcontra.ctor a�rees ta
be bound by the duties and obligations af Vendor under this Agreerr�ent as such dut'res a��d
obligations may apply. Vendor must provide City with a��ully executed copy of any such
subcantract.
I0. Insuranre. Vendor must provide City with certificate(s) of insurance doc�menting
po�icies ofthe fol�awing types and minim�am coverage firnits that areto be in effect priorto commencem�t
of any Services pursuant to this Agreement:
10.1 Covera e and C,imits
(a} Commercial G�neral Lia�iiity:
$1,00Q,000 - Each Occurrence
$2,OOb,000 - Aggregate
(b) Automobiie L,iability:
$1,000,000 - Each occurrence on a cambined single limit basis
Caverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course af providing Services under this A.greement. "Any
vehfcle" will be any vehicle owned, hired and non-o�vned.
(c} Worker's Compensation:
Statutory limits according to the Texas Warkers' Compensation Act or any oth�
state wor�ers' compensation Iaws where the Services are being perforrzzed
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Empfoyers' liability
$100,000 - Bod�y Injury by accident; eac� accident/occurrence
$]00,000 - Bodiiy Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy [imit
(d} Professional �iabi[�ty (Errors & Omissions}: � Applicable ❑ N/A
$1,000,400 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement ta the
Commercial Genera� Liabifity (CGL) polEcy, or a separate po�icy speciiic co
Professional E&O. Either is acceptable if coverage meets all other requiremen�s.
Coverage must be claims-made, and maintained for the duration of the contractual
agreement and %r two (2) years following completion of services provided. An
annual certificate of insurance must i�e submitted to City to evidence coverage.
10.2 General Requir�ments
(a) The commercial general liability and autamob�le Iiahili#y poficies must
natne City as an additional insured tF�ereon, as its interests may appear. The term
City includes its employees, officers, oificiais, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right af Reeovery) in favor of City.
(c) A mina.mum of Thirty (30) days' notice of cancellation or reduction in
limrts ot� coverage znust be provicfed to City. Te�i (10) days' notice wili be
acceptabte ini the event af non-payment oF premium. Notice must be sent �a the
Risk Manager, City of Fort Worth, 200 Texas 5treet, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
{d) T�e insurers for a!1 poGcies rr�ust be ]icensed ancl/or apprnved to do
busi�ess in ihe State of Texas. All insurers must iaave a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonabEy equivalent financial
strength and solvency to the satisfaction oF Risk Management. If tE�e rating is
below that requtred, written appro�al of Risk Managemer�t is rec�uired.
{e) Any faiiure on the part of City to request required ins��ra�3ce
documentation wi]I not constitute a waiver of the insurance requirement.
(t� Certi�cat�s of Insurance evidencing that Vendor has obtained all required
insurance w ill be deGvered ta the City prior tp Vendor procee�ing w ith any vvork
pursuant to this Agreement.
11. Conn liance with Laws Ordinances Rules and Re lations. Vendar agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
Vendor Services Agteement Page 5 of 15
ordinances, ruies and reg�lations and that any wark �t produces in con�ection with this Agreement will aLso
comply with all appli�able federai, state and locai laws, ordinances, rules at�d regulations. If City ��otif'ies
Vendor of any vioiatian of such laws, ordinances, rules ar regulations, Vendor must immediateiy desist
from and correct the violation.
t2. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontraciars, and successo�s in interest, as part of the consideration herein, agrees that ir� the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treaiment or
employment of any individual ar group af individuals on any basis prohib�ted by law. IF ANY CLA1M
ARISES FROM AN ALLEGED VIQLATION OF TFIIS NON-DISCRIMINATION COVINANT
BY VINDOR, ITS PERSONAL REPRESENTA7'IVES, ASSIGNS, CONTRACTORS,
SIJBCONTRACT�ORS, OR SUCC�SSORS IN INTEREST, VINDOR AGREF'S 'PO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFF.ND CIT�' AND HOLD CITY HARMLESS
FROM SUCH CLAi1VL
13. Notices. Notices required pursuant to the provisions of E�is Agreement will be
coilclusively determined ta have been delivered when (1) hand-deiivered to the oth�r party, its agents,
employe�s, ser�ants or representati�es, (2) d�livered by facsimile with electronic contirmation of the
transmissian, or (3} recei�ed by the other party by United States Mail, registered, return r�ceipt requested,
addressed as fo�lows:
To C[TY:
City of Fort Worth
Attrt: Jesus .l. Chapa, Deputy City Manager
200 'i'exas Street
Fort WQrth, TX 7b102-63 i 4
F"acsi�nile: (817) 392-8b54
To VENDOR:
Ventrex En�ironmentaE Services, LLC.
Attn: Horalia Rodriguez, Owner
P.O. Box 6202
Fort Worth, TX 7b 115
817-615-4Q80
With copy to Fort Wortf� City Attocney's 01'fice at
same address
14. Solicitatian of,_F�mptoyees. Neither City nor Vendor will, during the term of tl�is
Agreetnent a��d additional�y For a period of one year after its termination, solicit far employmei-�t or employ,
whether as employee or independent cor�tractor, any person who is or has been empioyed by the othe�-
during the term of this Agreement, witY�aut the prior written consent of t�e persan's empioyer.
Notwithstanding the faregoing, this provision will not ap}�ly to an ernployee afeither �arty who responds
ta a general solicitation of advertisemer�t of emplayment by either party,
t 5. Governrne�tal Powers. T# is understood and agreed that by execution of this Agrcemen�
City does not waive or surrender any of its governmental powers or immunities.
16. No Waive r. The faiEure of City or Vendor to insist upnn the performance of any term or
provis ion of this Ag��eement or to exercise any right granted here�n does not constRute a waiver of City's or
Vendor's respective right to insist upon ap�aropriate peeformance ar to assez-t any such right on any futur�
oc c as ion.
17. Governin� Law / Venue. 7'his Agreement will be construed in accordancc with the laws
of the State of Texas. If any action, whetY�r rea] or asserted, at law or in equrty, is brought purs uant to ths
Vendor Services Agreernent Page 6 of I 5
Agreement, venue for such action will lie in state courts Iocated in Tarrant County, Texas ar the United
States District Gourt For the Northern District of Texas, Fort Worth Division.
1 S. �everabilitv. If any provisian af this A�reement �s hetd to be invalid, iilegal or
unenforceable, the vaGdity, lega�ity and enforceability of the remainir�g provisions will not in any way be
affected or impaired.
19. Foree Ma'eure. City and Vendor wiI� exercise their best efforts to meet their respective
duties and obligations as set forth En this Agreement. but wil] not be held liable for ar�y delay or oa�.ission
in performance due to force majeure or other causes beyonci their reasonable coRtrol, including, but not
limited to, coinpliance with any goveri�ir��nt law, ordinance, or regufatian; acts of Gad; acts of tl�e p�blic
enetny; fires; strikes; lockouts; natural disasters; wa.rs; riots; epidemics or par�demics; govern►nent action
or inaction, orders of gavernment; material or labor restrictions by arty governmental authority;
transportation problems; restraints or prohibitions by any coUrt, board, departmen� commission, or ag�rcy
ofthe United States or of any States; c ivil disturbances; other national or regional e�nergenc ies; or any other
similar cause not enumerated herei� but which is beyond the reasonable cantrol of the Party whose
perfor�nance is affected (collectively, "Force Majeure Event"}. The performance of any such obligation is
suspended during the period of, and only io the exteni 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 perforrt�ance, as soon as reasonabfy possible after the occurrence oFthe Force Majeure
Eve�t, w fti� tlle reasonableness af s��ch �iotice to be determined by t�e City in its sole discretion. T�ie notice
required by th�s section must be addressec! and delivered in accordance w ith Section 13 oFthis Agz�eeine�L
20. HeadiQ�s nat Controllin�. Headings and titles used in this Agreement are for referer�e
purposes oniy, will ilot be deemed a part of this Agreement, and are not intended to define or linlit the scope
of any provision of this �greement.
21. Review of Counsel. The parti�s acknowledge �hat each party and its co�nse� have
reviewed and revised this Agreeinent and that the normal ruEes 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 Exliibits A, B, a�d C.
22. Amendrnents / MucEifications 1 F.�ctensions. No amendment, naodification, or extension
of this Agreement rvill be binding upon a party hereto unless set forth in a wrttten ir�strument, which is
executed by an authorized repres�ntative of each party.
23. Counterparts. This Agre�ment may be executed in one or more counterparts ai�d each
counterpart will, for all purposes, be deezned an original, but all such counterparts will togethe�• constitute
one and the same instruzneni.
24. Warrantv of Services. Vendor wa�•rants that its services wifl be of a hi�h quality and
conform to generally prevailin� iildustry standards. City m�st give written notice of any breach of this
warranty within thirty (30} days from the date that fhe services are completed. In such event, at Vendor's
option, Vendor will either (a) use commercially reasonab]e effo.rts to re-perform the services in a mannt�-
that conforms with the warranty, or (b} refund the fees paid by City to Vendor for the nonconforrraing
services.
25. Immi�ration NatEonalityAct. Vendormust veri�fy the identity and employment eli�ib�lity
of its employees who �er�'arm work under this Agreement, rncluding completing the Employment
Eligibility Verificat�on Forrn (I-9). Upon request by City, Ve�dar will }�rovide City with copies of al] I-9
Vendor Services Agreement Page 7 of 15
forms and supporting eligibility doc�amentation for each employee who performs wark under this
Agreement. Vendor must adhere to all Federa] and 5tate ]aws as wekl as establish appropriate procedures
and controls so that no services will 6e �erforEned by any VEndor emp3oyee who is not le�;ally eligihle to
perform such services. VINDOR WTLL INDENINIF'Y CITY AND HOLD CITY HAR.NII.,�"SS FROM
ANY PINALTIFS, LIABILITIES, OR LOSSF� DUE 'PD VIOLATIQNS OF'I�IIS PARAGRAPH
BY VINDOR, VII�IDOR'S EMPLOYEES, CONT�2ACTORS, �UBC�N'fRACTORS, OR
AGFI�ITS. Ciry, upon written noticeto Vendor, wi� have the right to izx�mediately terminatethis Agreement
for violations of this provision l�y Ver�dor.
2b. Ownershipof Wark �'roduct. City wil] be the soie and exclusive owner of all repor�,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced �
conjunction with the ser�ices provided under this Agree�nent (coliectively, "Wark Product"). Further, City
will be the sole and exclusive awner of all copyright, patent, trademark, trade secret and other proprietary
rights i� and to the Work Product. Ownership of the Work Product wiIl inure #o the beneirt of City fi•ota�
the date of conception, creation or fixation of the Work Product in a tangble tnedium of expression
(whichever occurs first). Each copyrightable as�ect of the Work Product will be considered a"work-made-
for-hire" within the meaning of the Capyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is nat considered a"work-made-for-hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to C�ty all exclusive right, title and interest in
and to t�e Work Product, and all copies thereof, and in and ta the copyright, patent, �ademark, trade secr�,
ancf all other proprietary rights therein, that City may have or obtain, without FurtE�er consideration, free
frorrt any cia.im, lien for balance due, or rights of retention thereto on the part of Ciiy.
27. Si�nature Autharity. The person signing this Agreernent hereby warrants that they have
the legal authority to execute this Agreerr�e�t on beha�f of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. Ths
Agreement and any amendment hereto, may be executed by any authorizec� representative of Vendor. Fach
�arty is fuEiy entitied to rely on these warranties and representations in ernering into this Agreement ar any
amer�dment hereto.
28. Chan e in Cam n Natne or Ownershi Vendor must notify City's Purchas�g
Managee, ie� writing, of a compa�ay name, ownership, ar address change for the pu�-pose of main#aining
upcfated City records_ The pt�esident of Vendor or authorized official m�st sigra the letEer. A letter indicatulg
changes in a company name or ownership must he accornpanied wittt supporting legal documentation such
as an u�dated W-9, documents filed with the state indicacing such change, copy of the baard of director's
resolution approving the action, or an executed merger or acquisitioi� agreement. Failure to provide the
specifiecE documentation so may adversely impact future invoice payments.
29. No BoyeotY of Xsraei. If Vendor has fewer than 10 employees or fhis Agreement is for
less than $100,00D, this seCtion does not apply. Ver�dor acknow[edges that in accordance with Chapter
2271 of the Te�as Government Code, the City is prohbited from ent�ring inta a con�ract witl� a comp�ry
for goods ar services unfess the contractcontains a written verification trom tlle corr�pany E�at it: (]} does
not boycott Israel; and (2) w ill not baycott Israel cEuring the term afthe contract. The terms "boycott IsraeP'
anci "company" has the meanings ascribed to those terr�s in Section 2271 of the Texas Government Code.
By signing this Agreement, Vendor cert��es that Vendor's signature provides written veri�cai�on to
t%e City tbai Vendor: (i} does nat baycott Israel; and (2) rvill not boycoti Israel during the terna of
the Agreernent.
30, Electronic Si�natures, This Agreeme�t �ay be executed by electronic signature, which
will be considered as ar� original signature for a!1 purposes and have the sarne force and effect as an original
Ve ndor Sery ices Agreemen t Page 8 o f 1 S
signature. For thes� purposes, "electronic signature-' rYteans electronically scanned and transmitted versiorts
(e.g. via pcfftiEe ar facsimile transmission) of'an ori�ina! signature, or signatures electronically inserted v�a
software such as Adobe Sign.
3l. F�tiretvof A�reement. This Agreement contains the entire understanding and agreemerrt
beiween City and Vendor, their assigns and successois in interest, as to the matters contained herein. Any
priar or contemporar�eous oral ar written agreement is hereby dec lared null and void to the extent in conf�fict
with any provision of this Agreement.
(.signature page follows)
Vendor Services Agreement Page 9 afl5
IN WITNFSS WHERF'.OF, #17e �arties hereto ha�e executed this Agreerner�t in multipl�s.
CITY OF FORT WORTH:
�`= �� �,�
Nan1e: Jesus J. Chapa
Title: Deputy City Mana�;er
APPROVAL E�.ECUNIlVIIIVDID:
�: NeilNaaKes
Name: Neil Noakes
Title: Chicf oti Police
ATl"�'�T:
�' � �� __.. �
Name: Mv�y J. Kaysec�
Titte: City Secreta�y
VE�VDOR:
LLC.
�: ������ '��-
Name: Horalia Rodriguez
Title: Or�- ner
Date: 5' ! ��
CONTRACf' COMPLIANCE MANAGER:
By s igning 1 aclmowledgethat I arn the person
re s pons b le for the mon itoring and admin istration of
this contract, includingensuringaliperformance and
reportin� requirements.
���
�, SaShaNanelMiy14,202110-31CDT�
Name: Sasha Kane
Title: Sr. Contract Complia�ce Specialist
APPROVID A5 TO FORM AND LEGALI TY :
/ �
�� � �
Narne: Taylor C. Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: NIA
Form 1295:N/A
Vendar 5ervices Agreernent
OFFICIAL RECORD
CITY SECRETARY
FT. W�RTH, TX
City Secretary Contract No.
EXHIBIT A
SCOPE OF SERVICES
VENTREX ENVIRONMENTAL SERVICES, �,LC.
This agreement is for the decontamination of patroi cars infested with bed bu�s, and/or contaminated by
the dischaege of a fire extinguisher on a�� as needed basis for the Folice Department. Vendor w ili provide
the required services for decantamination of bed bugs and �ire extinguisher discharge, and agrees to
comply with all requirements and conditians concerning that service as described below:
1.0 VENDOR REQUIREMENTS
l.l The Vendor will submit, the following information regarding aIl chemical products proposeck for
use under this agreement:
1. I.1 Name of proposed products, manu�acturers name, and a list of alt chemical campor�ents,
with CA� numbers for each che�nical compound.
i.�.2 Written deseription of proposed treatment plan for all services w ithin the Agreement.
1.2 Vendar shall provide al� necessary Iabor, supplies, mate�•ial, a�d equipinent far pa#rol vehicle
decantamination treatment services, as identified and ordered by #he City. Unit prices shall include t�e
r�eeded perso��nel and equip�nerat as required for clEaning services.
i.3 The City w ill provide natice to the Vendor when services are needed. The Vendor w ill have
farty-eight hours from notiticationto complete the requ�recE c[eaning services.
1.3.1 Vendar shall desigr�ate at Ieast one { 1) person poir�t of contact for services after awarcling.
1.3.2 Vendor's point of contact shall res�ond to calls, voice-mails, and emails within (24)
hours.
1.3.3 The City sha.11 be notifiEd of any changes in contact num�ers or personnel.
1.4 Vendor shall perform serviGes on a 24 hour, 7 days a week schedule, including holidays as
requested by the City.
1.5 Vendor location of services s half be w ithin a��e (5) mile radius of the Fort Worth City limi#s due
to the contarninated patrol vehicles having to be towed at the City's expense.
1.6 The City reserves the rig[�t to make inspection of vehicle at any time durin� performance oFthis
A�reen3ent.
I.6. � The City's cantract administrator shall deterzninie the acceptabili�y of all work performed
based on the requirements hereit� defned under the Agreement's specification in evaivatiz�g services.
1.6.1.1 [f services ar� not acceptable, the Vendor will be required to visit the area of
ITB 21-0061 AdditionalDecantamination ofPatrol
Vehicles Page 1] af 15
treatment and review and correct all problem areas within 24 haurs of noti�cation at no
additional cost to the City.
l.6.1.2 Continued failure may result in Agreement reduction based on actual damages
a�ld/ar cancellation of Agreement.
1.7 All service and charges for vehicles wiil be based on one (1) vehicie per work order only and the
invoices must �ist the equipment number and purchase order number for paymenL A blanket purchase
order number will be assEgned to Contractar upon award of a�reement
2.0 BED BUG TREATMENT MIIVIM[1M REQ[TIREMINT�
2.1 Vendor shall provide all labor, materiaLs, equipment, supplies and persannel to clean, remove,
decontaminate and dispose oF �io-hazardous materials �'ound during cleaning af patrai vehicles. This
includes the spraying of a disi�fecta�t to remove any concarninates found. In some severe cases, this may
include the removal of seats to clean contaminate that have spread between or underneath the seats.
2.2 Vendor shall thoroughiy treat patral vehicles w ith appropriate coEnpounds of chemicals and/or
pesticide chemicals to exterminate bed bugs that have contaminatecE the vehicles, including but not
limited to:
2.2.1 Pyrethrins
2.2.2 Pyrethroids
2.2.3 Desiccants
2.2.4 B�ochernicals
2.2.5 Fyrroles
2.2.6 Neonicotinoids
2.2.7 Insect Growtk� Regulators
2.3 Vendor shali thoroughly clean and sanitizE patrol units in order to remove any com�aunds/pest
control chemicals, and exterminated bed bugs.
3.0 FIRE EXTINGISHER DISCIiARGE CLEANUP NIIN1M�[]1VI RF�UIRENI�NTS
3. I Vendor shall t�oroughly and properly ciean fire extinguisher discharge in patro[ vehicles us'rng
the a�propriate equipment and chemicdls as it pertains to the fire extinguisher's classification. It�cluding
but not li�nited to:
3.1.1 Vacuurning or sweepiiZg up loose debris
3.1.2 Appiy a neutralizing cleaner to remove any residue
3.1.3 Rinsing all surfaces that came in contact with chemica�s and allow�g everything to dry
completely.
3.? Vendor shalf pravide all labor , materia�s, equipment, suppl�es and personnel to clean, remove,
decontaminate arad dispose of hazardous matez'ials found during clear�ing of vehicles.
This inc lucles the spraying af a disinfectant io remo�e any cflntarninates found. In some se�ere cases, this
may incl�Ede t17e reEr�oval of seats to clea� contaminate that have spread between or underneath the seats.
ITB 21-0061 Additional Deco«ta�nulation of Fatrol Vehicles Page 12 of 15
4.0 LAWS, REGLlLATfONS, ANDORDINANCES
4.1 The Vendor shall perform atl work in compliance with the following ]aws and regulatio�ls:
�E.1.1 U.S. Occupational Safety and Health Admir�istration {OSHA} warker exposure regulat�on
for lead (29 CFR i 926.62, 1910. 3 025}
4.1.2 Resaurce Conservation and Reco�ery Act (Fub. L. 113-i 85 42 USC§69a3} pertaini�rg to
speciaE waste hand[ing
4.1.3 Texas Administrative Code (Title 30, Chapter 335) on solid waste handling
4.2 Vendor shali camp�y with all pesticide application requirements as set forth by the City, the
Texas Structural Pest Cantrol Services, through the Texas Depart�nent of Agricuhure (whichever is
applicable), the Texas Natural Resource Conser�ation Commission, the Pederal Environmental Protection
Agency (CPA), and all manufacturers' instructions provided wi#h chemicals on iabels and/or ii1
accompanying brochures. Ifthe chemical mix being used is questionab�e, the appropriate regulaiory
agency will be requested to check a31d verify requirements.
ITB 21-0061 Additional Deeontamination af Patrol Vehicles Page 13 of 15
Conlamts [o U56OL OSFiA 29CFR 19if7.1206 NAZC4M
366519PSDS v6.D
16. Other information
Prepared by � Reckit"t Benckiser Ind�a Ltd
Piot 1Vo 48
Sector - 32
Instfiutianal Area
G�srgaon, Haryana
�ndia - �22001
/ Indicates informatian that has changed from previousiy issued versian.
Notic�.t2�eadet
To the best of our knawfedge, th� in�ormat€on contained herein is accurate. Hawever, neither th¢ above-named
supplier, nor any oi iis su6sidiaries, assumes any fiabili#y whatsoever for the accuracy or completeness of ihe
infarmation contained herein.
Final determination of suitabiiity af any material is the sole responsi6ility of the user. All materials ;'ndy present
unicnown hazards and shouid 6� �sed with caution. Althaugh certain hazarrfs are described herein, we aannot
guaraniee that these are the only �azards that exist
����
t'rn:luc� C:are'
�
RB is a member of the CSPA Product Care Product Stewardship Prvgram.
ITB 21-OObl Additional Decontamination of Patrol Vehicles Page 14 of 15
City Secretary Coniract No.
EXHI f31T !3
PAYM��V'I' SCH.EDULE
VENTREX ENVIRONMENTAL SERVICES, LLC.
Line Detail� ..-- — -- - —
LEne: �
ilescription: _ . . Qiy tlnii .SinitPrice . .. _. . __. ....__Ta4ai _—_-
Oecontamination oE Pasrok V�hicte Fo� Bee Hun � � �30.43 HR
Infesiation No�ma3 Business Ha,rs, � -
Mona�y-�„day, �cH:AM-SanP� � 499. 99 ; 7 4, 994. 7.0
Line: 2
�esc�t9on: �.,..�— Otv — -- Unit _� J UnitPrice .-------Total_._
Jeron;am!nation of PaffoV Vehicle Fcr Fire 3D.Va HR _._ .
�xiin�uksher l7ischarge iVarmal B�s=.ness �aurs,
GSci+.day�Frrday, S�bORM-50(3PPA 599. 99 '�- i 7 F 9�}.70
Line: 3
description;., ..._. ._ _- ___ _4. __0� Uni�---_�_ ilnitPriCe Totul---_—
Damntam;nahon of Patrol VahVGe For Bt;d Bug 3UA0 li�i
�ntesta�ion Arier Hours, Sun�aySawrday. I 79 9' 9 9I , 2 3 9 9 9 7 I
S�O�f�M-7_59AM ! - -- --. — - —�
Line: �
Qescription:_ _ _ Q�y
�econtarninelion of �Patrol Vehitie For Fire 30 OD
Exbr,yuisher �isthorr�e Afte[ Hours,
S�u-�d,�y-Set�uday, 5�.fliPh�-7:59A1J
Unii __llnitPrice �_. __ _ TOtAI„_. _.,..-,..
HF
799.99 23,`�99_70
70tB1 6id Ampunt: �
-B 0-, 9�$T$11
Ir�voice will be submitted following requested serviee and paid within 30 da�s.
Vendor Services Agree�nent Page 15 of 15