HomeMy WebLinkAboutContract 55922City Secretary Contract No. � � � � �
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CONTRACTOR SERVICES AGREEMENT
DFW Environmental Health Services, LLC.
This CONTRACTOR SERVICES AGREEMENT ("Agreement") is made and entered into by
and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by
and through its duly authorized Assistant City Manager, and DFW ENVIRONMENTAL HEALTH
SERVICES, LLC ("Contractor"), a TEXAS DOMESTIC LIMITED LIABILITY COMPANY and acting
by and through its duly authorized representative, each individually referred to as a"party" and collectively
referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
L This Contractor Services Agreement;
2. Exhibit A— Scope of Services;
3. Exhibit B— Price Schedule;
4. Exhibit C— Verification of Signature Authority Form.
5. Exhibit D— Chapter 252 Exemption 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. Contractor will provide mosquito surveillance by trapping and
collecting mosquitos, transporting them for testing and provide consulting services based on their findings.
("Services"), which are set forth in more detail in Exhibit "A," attached hereto and incorporated herein for
all purposes.
2. Term. This Agreement begins on April 1, 2021 ("Effective Date") and expires on March
31, 2022 (`Bxpiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term").
City will have the option, in its sole discretion, to renew this Agreement under the same terms and
conditions, for up to four (4) one-year renewal option(s) (each a"Renewal Term").
3. Compensation. City will pay Contractor in accordance with the provisions of this
Agreement, including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement will not exceed One-Hundred Fifty-Thousand Dollars
($150,000.00) per year. Contractor will not perform any additional services or bill for expenses incurred
for City not specified by this Agreement unless City requests and approves in writing the additional costs
for such services. City will not be liable for any additional expenses of Contractor not specified by this
Agreement unless City first approves such expenses in writing.
Contractor Services Agreement
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Termination.
4.1. Written Notice. City or Contractor may terminate this Agreement at any time and
far any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-a�pro�riation 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.
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 parry 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
Contractor Services Agreement Page 2 of 14
in identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unautharized 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 ofiicers, 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
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.
Liabilitv and Indemnification.
8.1 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.
8.2 GENERAL INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS
AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO
CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR
PERSONAL INJURY, INCLUDING DEATH, TO ANYAND ALL PERSONS, ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CA IISED B Y THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR, ITS
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
Contractor Services Agreement Page 3 of 14
83 INTELLECTUAL PROPERTY INDEMMFICATION — Contractor agrees to
defend, settle, or pay, at its own cost and eapense, 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 provided by the Contractor 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
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.
Assi�nment and Subcontracting.
9.1 Assi n� ment. 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
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.
Contractor Services Agreement Page 4 of 14
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 Covera�e and Limits
(a)
Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
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 accarding to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
10.2
$100,000 -
$100,000 -
$500,000 -
General Requirements
Bodily Injury by accident; each accident/occurrence
Bodily Injury by disease; each employee
Bodily Injury by disease; policy limit
(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
Contractor Services Agreement Page 5 of 14
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.
(� 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, contractars, 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 REPRESENTATNES, 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
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
To CONTRACTOR:
DFW ENVIRONMENTAL
SERVICES, LLC.
Attn: Dr. Joon Lee, CEO
5513 Bandelier Trail
Fort Worth, Texas 76137-4967
8682-205-0772
With copy to Fort Worth City Attorney's Office at
same address
HEALTH
14. Solicitation of Emplovees. 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.
Contractor Services Agreement Page 6 of 14
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. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severabilitv. 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 ar impaired.
19. Force Maj eure. 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 ar omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
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
Contractor Services Agreement Page 7 of 14
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 thirry (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
Eligibiliry 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. Contractar 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-
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 Authoritv. 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 Contractar.
Each party is fully entitled to rely on these warranties and representations in entering into this Agreement
or any amendment hereto.
28. Change in Companv 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.
Contractor Services Agreement Page 8 of 14
29. No Bovcott 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 veriiication 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 Si�natures. 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 iile ar facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
31. Entiretv of Agreement. This Agreement, including all attachments and exhibits, 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.
(signature page follows)
Contractor Services Agreement Page 9 of 14
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
ualerie wqsl�irr fion
B Valerie Washington (Jun 2, 20211326 CDT)
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Name: Valerie Washington
Title: Assistant City Manager
Date:
2021
APPROVAL RECOMMENDED:
ECr�ce� be-PR,ccC�
Elmer DePaula (Jun 25, 20211133 CDT)
Y�
Name: Elmer DePaula
Title: Assistant Director
ATTEST:
By: `��U ���
Name: Mary Kayser
Title: City Secretary
CONTRACTOR:
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DFW ENVIRONMENTAL HEALTH SERVICES,
LLC
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J nhakLee(Jun24,202117:00CDT)
By:
V
Name: Dr. Joon Lee
Title: CEO
Date:
2021
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements.
Gr.����� 7-�-t�,�2t�
B�7; Gwyn�r%Turpen (Jun 25, 02108:36 CDT)
Name: Wyndie Turpen
Title: Code Compliance Superintendent
APPROVED AS TO FORM AND LEGALITY:
c��..��.�
By:
Name: Christopher Austria
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 21-0433
Form 1295: 2021-754356
Contractor Services Agreement
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
City Secretary Contract No.
EXHIBIT A
SCOPE OF SERVICES
CONTRACTOR RESPONSIBILITIES
• Provide services during sampling and testing season (May 1 through Oct31).
■ Equipment shall be provided by the City and shall be collected beforethe
sampling/testing season starts.
■ Provide Consumer Health (CH) customer service from 7:OOAM to 7:OOPM, 7 days a
week, with the exclusion of City of Fort Worth holidays. This will include phone,
email, and text.
■ Be identifiable as a City of Fort Worth Mosquito Surveillance Team while
conducting all activities within the citylimits.
■ The City shall provide the following to be identified:
• Yellow safety vests with "Mosquito Surveillance Team" labeled on the
vests.
• Identifying magnets forvehicles.
■ Be provided sampling locations by CH in Excel format. If the locations need to be
moved, then CH will be advised and consulted. Requests shall be approved within 24-
48 hours.
Gravid Trap Water Requirements
• Prepare and maintain gravid trap water during the testing season. Storage location can be provided by
Consumer Health if needed.
Trapping and Collection EquipmentRequirements
• Collect all trapping and collection equipment from CH at the beginning ofthe mosquito trapping
season.
■ The equipment can be collected at the Hazel Harvey Peace Center, 818 Missouri Ave,
Fort Worth TX, 76104
■ The City shall provide the followingequipment:
• Gravid traps
• Water basins
• Gravid trap nets
• Rechargeable batteries for the gravid traps
• Battery charging cable
■ The Contractor shall be able to use any additional equipment not provided by the
City. The Contractor shall be responsible if any oftheir own equipment gets
damaged/lost/stolen. The City shall not provide compensation.
• Maintain the labelling of the trapping equipment that indicates what it is and that it is a CFW trap.
• Obtain sample submission forms from Consumer Health and will fill/submit them on a weekly basis.
• Obtain sample submission containers from TCPHD as needed and will continue throughout the trapping
season.
• Clean and store all gravid traps at Contractor's location during thetesting season. If needed, Consumer
Health can provide a location for storage.
• If able to, contractor shall provide the location of where the gravid traps willbe during the testing
seasons.
• Return all equipment at the end of the trapping season to CH for winter storage.
Contractor Services Agreement Page 11 of 14
• Work with Consumer Health Specialists (CHS) to have adequate operating equipment at all times.
• House and keep the trap batteries provided by the City charged during the testing season.
• Notify CH if new batteries are needed.
• Take any TCPHD traps that need repair to their facility and pick up when ready.
• The Contractor shall make an appointment with TCPHD for any traps that need repair.
Trapping and Sample Submission Requirements
• Set all traps as assigned by Consumer Health.
• Pick up all traps as assigned by ConsumerHealth.
• Transfer mosquitoes to the submission containers and label appropriately
• Deliver appropriately labeled samples to TCPHD once a week on assigned day.
• Notify CH when the samples are submitted to TCPHD eachweek.
• Keep weekly excel files of trap data as directed byCH.
Positive Human WNV case Consultation
• Respond within 24 hours to West Nile Virus Human Illness cases as requested byCH.
• Set additional traps at the case sites if requested by CH and have them tested with a commercial
laboratory.
• Sort and identify mosquito down to sex and species for supplemental testing.
Positive Trap Consultation
• Offer vector index calculations for all positive results at time of notificationand update CH.
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
Vendor Services Agreement Page 13 of 14
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
DFW ENVIRONMENTAL HEALTH SERVICES LLC
5513 BandelierTrail
Fort Worth, TX 76137
Execution of this Signature Verification Form ("Form") hereby certifes 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.
Name: DR. JOON LEE
Position: Principal Consultant and Managing Member
5����
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
��i�l:'ll�
Signature of President / CEO
�t110Y Tltle: Principal Consultant and Managing Member
Date:
EXHIBIT D
CHAPTER 252 EXPEMPTION FORM
FORT WURTH
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
Instructions: Fill out the entire form with detailed information. Once you have completed this form,
provide it to the Purchasing attorney for review. The attorney will review the information you have
provided to determine whether an exemption to Chapter 252's biding requirements is defensible.
If you are printing this form to provide to Legal, please do not provide the Primer portion. Failure
to provide sufficient information may result in follow up questions and cause a delay in the
attorney's determination.
Section 1: General Information
Requesting Department:
Name of Contract Manager:
Department's Attorney:
Item or Service sought:
Goods:
Service:
Anticipated Amount:
Vendor:
f Code Com�liancel
f Wyndie Turpenl
jChris Austria
n
�
I$1 so,000�
jDFW Environmental Health Services, LLCI
Current/Prior Agreement for item/service: Yes � No ❑
CSC or Purchase Order #:
Amount:
Projected M&C Date:
52405
�$220,0001
[c-29108]
How will this item or service be used? The Contractor will �rovide mosquito surveillance
bv tra�pin� and collectin_g mosc�uitoes on a weeklv basis, and, trans�ort them to the Tarrant
Countv Public Health Department for testin� of West Nile Virus and St. Louis Ence�halitis. The
Contractor will also provide consultation services which will include a�ropriate response
actions for anv nositive tests results received and for anv human nositive cases.
Page 1 of 6
Section 2: Claimed Exemption and Justification (Other than sole source)
NOTE - For a claimed sole-source exemption, complete Section 3.
Please indicate the non-sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions:
� A procurement necessary to preserve or protect the public health or safety of the City
of Fort Worth's residents;
[] A procurement necessary because of unforeseen damage to public machinery,
equipment, or other property;
[] A procurement for personal, professional, or planning services;
[� A procurement for work that is performed and paid for by the day as the work
progresses;
[� A purchase of land or a right-of-way;
[� Paving drainage, street widening, and other public improvements, or related matters, if
at least one-third of the cost is to be paid by or through special assessments levied on
property that will benefit from the improvements;
[� A public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in
accordance with the plans and purposes authorized by the voters;
[� A payment under a contract by which a developer participates in the construction of a
public improvement as provided by Subchapter C, Chapter 212;
[� Personal property sold:
• at an auction by a state licensed auctioneer;
• at a going out of business sale held in compliance with Subchapter F,
Chapter 17, Business & Commerce Code;
• by a political subdivision of this state, a state agency of this state, or an
entity of the federal government; or
• under an interlocal contract for cooperative purchasing administered by a
regional planning commission established under Chapter 391;
[] Services performed by blind or severely disabled persons;
[� Goods purchased by a municipality for subsequent retail sale by the municipality;
[� Electricity; or
Page 2 of 6
[� Advertising, other than legal notices.
Please provide details and facts to eXplain why you believe the eXemption applies to the
purchase. You may also attach documentation to this form. [Please see the document- Fort Worth
Mosqutio Surveillance for trapping and testing.
Section 3: Claimed Sole-Source Exemption and Justification
NOTE - For any non-sole-source eXemption, complete Section 2.
Please indicate the sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions
[� *A procurement of items that are available from only one source, including:
• items that are available from only one source because of patents, copyrights,
secret processes, or natural monopolies;
• films, manuscripts, or books;
• gas, water, and other utility services;
• captive replacement parts or components far equipment;
• books, papers, and other library materials far a public library that are
available only from the persons holding exclusive distribution rights to the
materials; and
• management services provided by a nonprofit organization to a municipal
museum, park, zoo, or other facility to which the organization has provided
significant financial or other benefits;
How did you determine that the item or service is only available from one source?
jEXPLAIN HOW YOU DETERMINED EXCEPTION APPLIES (RESEARCH,
COMMUNICATIONS. DOCUMENTATIONII
Attach screenshots and provide an explanation of any independent research you conducted,
through internet searches, searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
f SHOW YOUR RESEARCH/WORK THAT LEAD TO YOUR CONCLUSIONI
Did you attach a sole source justification letter? ❑ Yes ❑ No
Page 3 of 6
Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.).
jDESCRIBE THE UNIQUNESS OF THE ITEM/SERVICE THAT QUALIFIES IT AS A SOLE
SOURCE
Section 4: Attornev Determination
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? � Yes [] No.
Was there anything attached to this form that was relied on in making this determination?
� Yes [] No.
If yes, please explain: Separate scope of work document referenced above.
Was there anything not included on this form or attached hereto that was relied on in making this
determination? [] Yes � No.
If yes, please explain: [EXPLAIN OUTSIDE SOURCE OF INFORMATION]
Will the standard terms and conditions apply? � Yes [] No.
Will the contract require special terms? [] Yes � No.
Will the contract require review by the department attorney? � Yes ❑ No.
Approved By:
� �'� Date: 5.17.21
ylor Paris / Jessika Williams
Assistant City Attorney
Page 4 of 6
EXEMPTION FORM PRIMER
Below are explanations and examples of common exemptions that could apply to City purchases.
If you have questions about the information provided or need additional information, please
contact your department's assigned attorney or the appropriate purchasing attorney.
1. A procurement necessary to preserve or protect the public health or safety of the
municipality's residents;
Examples of activities that have been found to fall within this exception include ambulance
services; solid waste collection and disposal; and first-responder safety equipment such as
breathing apparatus for firefighters and bullet-proof vests for police officers.
2. A procurement necessary because of unforeseen damage to public machinery, equipment,
or other property;
Examples of this type of procurement would include repairing or replacing roofs and
windows damaged by hail or a tornado. But parts and services far routine maintenance or
replacement of old, worn out roofs or windows would not meet this exception.
3. A procurement for personal, professional, or planning services;
Personal services are ones that are unique to the individual providing them. Therefore
personal services contract cannot generally be subcontracted or assigned.
Professional services are not defined under Chapter 252, so there is no precise definition
to follow. There is no universal deiinition of this term, however, "several cases suggest
that it... is `predominately mental or intellectual, rather than physical or manual."' Tex.
Atty Gen Op. JM-940 (1988) (quoting Maryland Casualty Co. v. Cray Water Co., 160
S.W. 2d 102 (TeX. Civ. App.—Eastland 1942, no writ). The TeXas Attorney General has
also opined that "professional services" no longer includes only the services of lawyers,
physicians, or theologians, but also those members of disciplines requiring special
knowledge or attainment and a high order of learning, skill, and intelligence. Id.
Facts needed to support a professional service exemption include the specialized
requirements of that profession and the mental and intellectual skill required by the person
while performing the service. Purchases of goods are not professional services.
4. A procurement of items that are available from only one source.
This exemption is commonly referred to as the sole source exemption. In determining
whether a purchase is of a good or service that is available from one source, you should
not consider price or time to receive the good or service. A sole source does not exist solely
on the basis of personal or departmental preference or a desire to keep all units the same
brand or make. The information needed to support this exemption is that no other provider
Page 5 of 6
can provide the service or category of good except for the vendor you are proposing. Some
examples of sole source purchases include service agreements when only one vendor is
authorized to work on the equipment by the manufacturer and allowing another vendor
would void the warranty; purchase of a good that is copyrighted or trademarked and only
provided by one vendor.
Page 6 of 6
6/24/2021
M&C Review
CITY COUNCIL AGENDA FORT� I1
DATE: 6/22/2021 REFERENCE**M&C 21- LOG 23DFWENVIROMENTALHEALTH\WNV
NO.: 0433 NAME: MOSQUITO SURVEILLANCE 2021
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of a Services Agreement with DFW Environmental Health
Services, LLC for West Nile Virus Mosquito Surveillance and Consulting in an Amount Not
to Exceed $150,000.00 Per Year and Authorize Four Annual Renewal Options
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a services agreement with DFW
Environmental Health Services, LLC to continue the City's mosquito surveillance effort to reduce the
risk of human exposure to the West Nile Virus in an amount not to exceed $150,000.00 per year and
authorize four annual renewal options.
DISCUSSION:
Since 2009, the City discontinued its mosquito surveillance program which systematically collected
mosquito samples in Fort Worth for further testing by Tarrant County Public Health (TCPH). Because
of budgetary reasons and the historic low risk to human exposure to viruses that cause West Nile
Virus, Zika, and Chikungunya the mosquito surveillance program was eliminated.
In 2012, during the West Nile Virus epidemic, Tarrant County Public Health reported a total of 81
human cases and 4 deaths due to West Nile Virus (WNV) in Fort Worth. In several subsequent years
the city experienced a low virus activity; but in 2020 mosquitoes infected with WNV reached an all-time
high — reference table below:
�
Year Positive WNV Mosquito Confirmed WNV Human
Samples Cases
2012
2013
2014
2015
2016
2017
2018
2019
16
5
38
127
102
62
48
8
�
L•'�
10
16
4
3
2020 135 7
Source: Code Compliance and Tarrant County Public Health
Since 2013 increased mosquito surveillance through the city's partnership with Dr. Joon Lee of the
University of North Texas Health Science has undoubtedly increased the significance of the city's
citizen response as staff has been able to educate the community on how to prevent mosquito borne
diseases as well as target the areas of high virus activity with public education, larvicide, and targeted
mosquito spray missions. All of that, in an effort to reduce the risk of human exposure to mosquito
viruses. Moreover, heightened public concerns about emerging mosquito borne diseases such as
Zika, Chikungunya, and Dengue are likely to increase, pushing the demand for sustainable mosquito
surveillance, supplemental testing and focused community outreach program.
apps.cfwnet.org/council_packet/mc_review.asp? I D=28982&cou ncildate=6/22/2021 1/2
6/24/2021
M&C Review
The 2021 WNV response plan and activities includes a services agreement between the City and
DFW Environmental Health Services LLC, a corporation founded by Dr. Joon Lee. This agreement will
not exceed $150,000.00. It addresses the need for a sustainable mosquito surveillance program and
continues evidence-based WNV and other mosquito borne disease responses. A summary of the
scope of work that Dr. Lee will provide is highlighted below:
Mosquito Surveillance -(Trapping and processing of mosquitoes) DFW Environmental Health
Services LLC as our provider will be responsible for conducting mosquito surveillance activities and
reporting outcome of the activities to the City on a weekly basis for proper response;
Mosquito Sample Data -(Analysis and reporting) DFW Environmental Health Services LLC as our
provider will be responsible for the analysis and reporting of the mosquito sample results to the
City for proper response; and
Supplemental West Nile Virus Laboratory Testing - The City will continue the partnership with the
TCPH (Lab). DFW Environmental Health Services LLC will be responsible for working with the
laboratory to have the mosquitoes tested as needed.
Business Equity: A waiver of the goal for M/WBE subcontracting requirement is approved by the
Office of Business Diversity, in accordance with the M/WBE or BDE Ordinance, because the
purchase of goods or services is from sources where subcontracting or supplier opportunities are
negligible.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as
previously appropriated, in the General Fund to support the approval of the above recommendation
and authorization of the agreement. Prior to any expenditure being incurred, the Code Compliance
Department has the responsibility to validate the availability of funds.
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
Valerie Washington (6199)
Brandon Bennett (6322)
David B. Carson (6336)
apps.cfwnet.org/council_packet/mc_review.asp? I D=28982&cou ncildate=6/22/2021 2/2