HomeMy WebLinkAboutContract 60677City Secretary Contract No. 6�677
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VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agceement") is made and entered into by and between the
CITY OF FORT WORTH ("City"), a Texas home nile municipal corporation, acting by and tln•ot►gh its duly
authorized Assistant City Manager, and VENTREX ENVIRONMENTAL SERVICES, LLC ("Vendor"), a
Texas corporation and acting by and tlu•ough its duly authorized representative, each individually referred to
and a"party" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A— Scope of Seivices;
3. Exhibit B— Verification of Signature Authority Form.
Exhibits A and B, which are attached hei•eto and incoiporated hei•ein, are made a part of this Agreement for
all purposes. In the event of any conflict between the terms and conditions of Exhibits A or B and the terms
and conditions set fo��th in the body of this Agreement, the terms and conditions of this Agreement shall
control.
1. ScoUe of Services. Vendor will provide biohazard cleanup and decontamination services
to City facilities, vehicles, and crime scenes. Exhibit A, Scope of Seivices, more speci�cally describes the
seivices to Ue provided hei•eunder.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager
("Effective Date") and shall expire on December 31, 2024 ("Expiration Date"), unless terminated earliei• in
accordance with this Agreement, without the option to renew.
3. Compensation.
3. I Total compensation under this Agceement will not exceed Fifty Thousand Dollars
and 0/100 ($50,000.00).
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of
the Texas Government Code) and provisions of this Agc•eement, including Exhibit "B," which
is attached hereto and incorporated herein for all purposes.
3.3 Vendor will not pei•form any additional sei•vices or Uill foi• expenses incurred for City
not specified by this Agi•eement unless City requests and appi•oves in writing the additional
costs for such services. City will not be liable for any additional expenses of Vendor not
specified by this Agreement unless City first approves such ex�enses in writing.
Ve��dor Services Agreement Page 1 01 OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
City Secretary Contract No.
4. Termination.
4.1. Written Notice. City or Vendor may terminate fl�is Agreenlent at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient fimds are
appropriated by City in any �scal period for any payments due hereunder, City will notify Vendor
of sucl� occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or e�pense to City of any lcind whatsoever, except as
to the portions of the payments herein agceed upon for which fiinds have been appropriated.
43 Duties and Obligations of the Parties. In the event that this Agreement is terminated
prior to the Expiration Date, City shall pay Vendor fot• services actually rendered up to the effective
date of termination and Vendor shall continue to provide City with seivices requested by City and
in accordance with this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason, Vendor shall provide City with copies of all completed or partially
completed documents pi•epared under this Agreement. In the event Vendor has received access to
City Information or data as a requirement to perform services hereunder, Vendor shall return all
City-provided data to City in a�nachine-readable format or other format deemed acceptable to City.
Disclosure of Conflicts and Confidential Iuformation.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has
made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's
services under this Agreeinent. In the event that any conflicts of interest arise after the Effective
Date of this Agreeinent, Vendoi• hereUy agrees immediately to �nake full disclosure to City in
writing.
5.2 Confidential Inforination. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by City ("City Information") as confidential
and shall not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subj ect to disclosure under the Texas Public
Information Act. In the event there is a request for information marlced Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosut•e. A deterinination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.3 Unauthorized Access. Vendor shall store and maintain City Infonnation in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise coriupt City
Information in any way. Vendor shall notify City iirunediately if the security or integrity of any
City Inforination has been compromised or is believed to have been compromised, in which event,
Vendor shall, in good faith, use all conunercially reasonable efforts to cooperate with City in
identifying what infoi•mation has been accessed by unauthorized means and shall fully cooperate
with City to pi•otect such City Information fi•om fui•thei• unauthorized disclosure.
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City Secretary Contract No.
6. Ri�ht to Audit. Vendor agrees that City shall, until flie expiration of tlu�ee (3) years after
final payment under this conh�act, or the �nal conchlsion 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 liinited to, all elect��onic recoi•ds, of Vendor involviilg transactions
relating to this Agreement at no additional cost to City. Vendor agrees tliat City shall have access during
normal worlcing hours to all necessaiy Vendor facilities and shall be provided adequate and appropriate
worlc space in order to conduct audits in compliance with the provisions of this section. City shall give
Vendor reasonaUle advance notice of intended audits.
7. Independent Contractor. It is eapresslyunderstood and agi•eed that Vendor shall operate
as an independent contractor as to all rights and privileges and worl< performed under this Agreement, and
not as agent, representative or einployee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendoi• shall have the exclusive right to conti•ol the details of its opei•ations
and activities and be solely responsible for the acts and omissions of its ofiicers, agents, servants,
employees, vendors and sub-vendors. Vendor acluiowledges that the doctrine of respo�rdeat scrperior shall
not apply as between City, its of�cers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, vendors and sub-vendors. Vendor further agrees that nothing hei•ein shall be construed
as the creation of a partnership or joint enterprise between City and Vendor. It is further undei•stood that
City shall in no way be considered a co-employei• or• a joint employer of Vendor or any officei•s, agents,
seivants, employees or sub-vendor of Vendor. Neither Vendor, nor any officers, agents, servants,
employees or sub-vendor of Vendor shall be entitled to any em�loyment benefits fi•om City. Vendor shall
be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees or sub-vendor.
Liabilitv and Indemnification.
8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY ILIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMMFY, 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
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION T�i'ITH THIS AGREEMENT, TO THE EXTENT CAIISED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its o�vn cost and expense, any claim or action against City for
infi�ingement of a�iy patent, copyright, trade maj•lc, ti•ade sec��et, oi• similai• property right
arising from City's use of the sofnvare and/or documentation in accordance with this
Agreement, it being understood tliat this ag�•eeme�it to defe�id, settle oi� pay shall not apply if
City modifies o►• misuses the soft�vare and/oi• documentation. So long as Vendoi• bears the
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City Secretai•y Contract No.
cost and expense of payineitt for claiins oi• actions against City puisuant to tliis section,
Vendor sl�all have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City shall have the right to fully participate in any and all such settlement,
negotiatious, or lawsuit as necessaiy to protect City's interest, and City agrees to cooperate
witli Vendor iu doing so. In the event City, for �vhatever reason, assurnes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infi�ingement arising under this Agi•eement, City shall have the sole right to conduct the
defense of any such clai�n oi• action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; l�owever, Vendor shall fully participate and cooperate
with City in defense of sucl� clai�n or action. City agrees to give Vendoi� timely �vritte�i �iotice
of any suclt claim or action, with copies of all papers City may receive ►•elating thereto.
Notwithstanding the foi•egoing, City's assumption of payment of costs oi• expenses shall uot
eliminate Vendor's duty to indemnify City under this Agreement. If the sofnvare and/or
docwuentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a i�esult of a settlement or compromise, such use is �naterially adversely
restricted, Vendor sliall, at its own expense and as City's sole remedy, eithet :(a) procw•e for
City the right to co�itinue to use the software a�id/or docume�itation; or (b) modify the
software and/or documentation to malce it non-infringing, provided that such modi�cation
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 sofnvare and/or documentation at no
additio�ial chai•ge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor te►•minate tliis Agreeme�it, and refmid all amou�its paid to Veiidor by City,
subsequent to which termination City may seel{ any and all remedies available to City under
law.
Assigumeut and Subcontractin�.
9.1 Assi ign nent• Vendor shall not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee shall execute a written agreement with Ciry and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor undei• this Agreement.
Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreeinent
prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub-vendor shall execute a
written agi•eement with Vendor referencing fliis Agreement under which sub-vendor shall agree to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor shall provide City with a fully executed copy of any such
subcontract.
10. Insura�iee. Vendor shall provide City with certificate(s) of insurance documenting
policies of the following types and minimuin covei•age limits that are to be in effect prior to coimnenceinent
of any worlc pursuant to this Agreement:
10.1 Covera�e and Limits
(a) Commercial General Liability:
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$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Autoinobile Liability:
$1,000,000 - Each occurrence on a combined single linut basis
Coverage shall be on any vehicle nsed by Vendor, its employees, agents,
representatives in tl�e course of providing seivices under this Agreeinenk "Any
vehicle" shall be any vel�icle owned, hired and non-owned.
(c) Worlcer's Compensation:
Statuto�y limits accoi•ding to the Texas Worlcers' Compensation Act or any other
state worlcers' compensation laws where the worlc is being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accidendoccurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
10.2 General Requirements
(a) The commercial general liability and automobile liability policies sl�all
name City as an additional insured thei•eon, as its interests may appear. The term
City shall include its employees, of�cers, officials, agents, and volunteers in
respect to the contracted services.
(U) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recoveiy) in favor of City.
(c) A ininimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall Ue provided to City. Ten (10) days' notice sl�all be
acceptable in the event of non-payment of premium. Notice shall be sent to the
Rislc Manager, City of Fort Worth, 200 Texas Street, Fort Woi•th, 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 insureis must have a minimuin rating of A- VII
in the current A.M. Best Key Rating Guide, oi• have reasonably equivalent financial
strength aud solvency to the satisfaction of Rislc Management. If the rating is below
that required, written approval of Rislc Management is i•equired.
(e) Any failure on the part of City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(� Cei•tificates of Insurance evidencing that Vendor has obtained all i•equired
insurance shall be delivered to the City prior to Vendor pi•oceeding with any worlc
pursuant to this Agreement.
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11. Compliance �vith Laws, Oi•dinances, Rules and Re�ulations. Vendor agrees that in the
perfonnance of its obligations l�eretuider, it shall comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in coimection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, iules or reb lations, Vendor shall iminediately desist
fi•om and correct the violatiou.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
sub-vendors and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment oi• employment of
any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM
AN ALL�G�D VIOLATION OF THIS NON-DISCRIMINATION COV�NANT BY VENDOR, ITS
PERSONAL REPR�S�NTATIVES, ASSIGNS, SUB-V�NDORS OR SUCC�SSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager for IT
200 Texas Street
Fort Wortl�, TX 76102-6314
Facsimile: (817) 392-8654
To VENDOR:
Venti�ex Em�iromnental Seivices, LLC.
Jolm D. Rodriguez,
Operations Manager
304 Thomas Place,
Everman, TX 76140
Phone: (817) 615-4080
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Emplovees. Neither City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been einployed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision shall not apply to an einployee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is uuderstood and agreed that by execution of this Agc•eement,
City does not waive or surrender any of its governmental powers or innnunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
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17. Governing La�v / Venue. This Agreement shall be consti•ued in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in eqnity, is brought pursuant to this
Agreeinent, venue for such action sllall lie in state courts located in Tarrant County, Texas or the Uilited
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severabilitv If any provision of this Agreenzent is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Majeure. City and Vendor shall e�ercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission
in performance due to force majeure oi• 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, locicouts, natural disasters, wars, riots, material or labor resh�ictions by any
governmental authority, transportation problems and/or any other similar causes.
20. HeadinEs not Coutrolling. Headings and titles used in this Agreement are for reference
purposes only, shall not be deemed a part of fllis Agreement, and ace not intended to define or limit the
scope of any provision of this Agreement.
21. Review of Counsel. The parties acicnowledge that each party and its counsel have
reviewed and revised this Agreeinent and that the normal rules of const�uction to the effect that any
ainbiguities are to be resolved against the drafting party shall not be employed in the interpretation of this
Agreement or Exhibits A and B.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Entii•et� of Agi•eement. This Agreement, including Exhibits A and B, contains the entire
understanding and agreeinent between City and Vendor, their assigns and successors in interest, as to the
matters contained herein. Any prior oi• contemporaneous oral or written agreement is hereUy declared null
and void to the extent in conflict with any provision of this Agreement.
24. Cow�tet�parts. This Ag►�eement may be executed in one or moi•e counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute
one and the same instiument.
25. Warranty of Services. Vendor warrants that its seivices will be of a high quality and
confol•m to generally prevailing industry standards. City must give wi•itten tlotice of any breach of this
warranty within thirty (30) days fi•om the date that the seivices are completed. In such event, at Vendor's
option, Vendor shall either (a) use commercially reasonable efforts to re-perform the services in a inanner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
seivices.
26. Immi�ration Nationalitv Act. Vendor shall verify the identity and employment eligibility
of its einployees who pei-form worlc under this Agreement, including completing the Employment
Eligibility Verification Fonn (I-9). Upon request by City, Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhei•e to all Federal and State laws as well as establish appropriate procedures
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City Secretary Contract No.
and contt•ols so that no seivices will be perforined by any Vendor employee who is not legally eligible to
perform such seivices. V�NDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
I'ROM ANY PENALTIES, LIABILITI�S, OR LOSSCS DU� TO VIOLATIONS Or THIS
PARAGRAPH BY VCNDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENS�ES. City, upon written notice to Vendor, shall have the riglrt to immediately terminate this
Agreement for violations of this provision by Vendor.
27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports,
worlc papers, procedures, guides, and documentation, created, puUlished, displayed, aud/or produced in
conjunction with the seivices provided under this Agreement (collectively, "Worlc Product"). Further, City
shall be the sole and exclusive owner of all copyright, patent, trademarl<, trade secret and other proprietaiy
rights in and to the Worlc Product. Ownership of the Worlc Product shall inure to the benefit of City fi�om
the date of conception, creation or fixation of the Worlc Product in a tangible medium of expression
(whichever occm�s iiist). Each copyrightable aspect of the Worlc Product shall be considei•ed a"worlc-inade-
foi•-hit�e" within the meaning of the Copyright Act of 1976, as ainended. If and to the extent such Worlc
Product, or any part thereof, is not considered a"worlc-made-for-hire" within the ineaning of the Copyright
Act of 1976, as amended, Vendor hereby expcessly assigns to City all exclusive right, title and interest in
and to the Worlc Product, and all copies thereof, and in and to the copyright, patent, trademarl<, trade secret,
and all other proprietary i•ights ther•ein, that City may have or obtain, without further consideration, fi�ee
fi•om any claim, lien for balance due, or rights of retention thereto on the part of City.
28. Si�nature Authoritv. The person signing this Agreement hereby warrants that he/she has
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted Uy proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authoi•ized representative of Vendoi• whose
name, title and signature are affixed on the Verification of Signature Authority Form, which is attached
hereto as Exhibit B. Each party is fully entitled to rely on these warranties and representations in entering
into this Agreement or any amendment hereto.
29. Chan�e in Companv Name or Ownership. Vendor shall notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the puipose of inaintaiiung
updated City records. The president of Vendor or authorized off�icial 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.
30. No BoVcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor adcnowledges that in accordance with Chapter
2270 of the Texas Government Code, the City is prohibited fi•om entering into a contract with a coinpany
for goods or services unless the contract contains a written verification fi�om the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the teim of the contract. The terms "boycott Israel"
and "coinpany" shall have the meanings ascribed to those terins in Section 808.001 of the Texas
Government Code. By signing tliis conti•act, Vendor certifies tliat Ve�idor's signature provides written
verification to the City that Vendoi :(1) does not boycott Israel; and (2) will not boycott Isi•ael du1•ing
the term of the conh�act.
IN WITNESS WHEREOF, tl�e parties hei•eto have executed this Agreement in multiples.
(sig�:uture puge fo!loivs)
Vendor Seivices Agreement Page 8 of 14
ACCEPTED AND AGREED:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the
person i•esponsible for the monitoring and
���,,,,__ administration of this contract, including
By: ensuring all perfoimance and reporting
Name: Fernando Costa requirements.
Title: Assistant City Manager
APPROVAL RECOMMENDED: KBlIY Cl8✓8/�1hGl
By:
Kelly Cleveland (Dec 28, 2023 16:16 CST)
Name: ICelly Cleveland
Title: Senior Contract Compliance Specialist
B Robert Allen�dredge Jc (Dec 29, 202310:58 CST)
Y�
Name: Robert A. Alldredge Jr. APPROVED AS TO FORM AND
Title: Executive Assistant Chief LEGALITY:
na�
ATTEST: poF �ORT�°ca
��.e a a
0�`° oo��ld �� ,
ve�° oxd /,ta/�.� �,
°�p� �ao �°�d By: ��
By; ��, �, ,�S ��II� nEXAsopp Name: Taylor Paris
Title: Assistant City Attorney
Name: Jannette Goodall
Title: City Secretary CONTRACT AUTHORIZATION:
M&C: N/A
Date Approved:
Form 1295 Certification No.: N/A
VENTREX ENVII20NMENTAL SERVIC�S, LLC
1
By. ��
Name: ohn D. Rodriguez
Title: Operations Manager
Vendor Services Agreement— E�chibit A
Page 11 of OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
SCOPE OF SERVICES
1. BIOHAZARD CLEANUP AND DECONTAMINATION SERVICES
1.1. The intent of this scope of services is to describe the minimum requirements for the purchase of
decontamination services and bio-hazardous cleanup for the City for the Police, Property
Management, Parks, Water, Code, Aviation, Office ofEmergency Management (OEM)
Depaz•tments and other City departmenta on an "as-needed" basis.
1.2. The City of Fort Worth will use this agreeinent to allow the Contractor to chemically clean and
disinfect vehicles, buildings, and fumiture contaminated by bodily fluids and biohazard �naterials
such as blood pathogens, urine, feces and vomitus to protect against HIV (Human
Immunodeficiency Virus), Hepatitis, Tuberculosis, and for cot sterilization after Ernergency
Relief efforts and Crime Scene cleanup including illegal drug labs and any other infectious
dangers.
1.3. Under circumstances in which differentiation between body fluid types is difficult or impossible,
all body fluids shall be considered potentially infectious material so precautions shall be
observed to prevent contact with blood or other potentially infectious fluids or materials.
1.4. Aecontamination services may be ordered hventy-four hours a day, seven days a week. The
services shall include the cleaning ofporous and nonporous surfaces such as walls, fumiture,
floors, counter-tops, sinks and toilets.
1.5. The Contractor shall provide a disinfectant that is EPA rated as safe and must have an ef£iciency
rating of 99.9% which will neuh�alize hannfiil bacteria and viruses. The disinfectant must be able
to neuu•alize all surface(s) within said facilities and not leave behind any residue or odor which
may cause a nuisance and/or health concern.
1.6. The aforementioned disinfectant requiretnents also apply to all occupational eJcposure to
potentially infectious fluids or material that might be present during clean-up of
automotive/vehicles, buildings, structures and crime scenes.
1.7. Contractor shall provide a scope of work for disinfecting the vazious buildings. This shall
include what chemical will be utilized in the treatment of the said facilities, best time to applicate
and what safe guard (if any) will need to be in place.
1.8. Adtlitional services of the same genera( category that could have been encompassed in the Scope
of Services of this Agreement, and that are not already on the Agreement, may be added.
2. DEFINITIONS
2.1. `Blood bome Pathogens" means pathogenic microorganisms that are present in human blood and
can cause diseases.
2.2. "Contaminated" means the presence or the reasonably anticipatedpresence of blood or other
potentially infectious fluids on the inside surface ofthe vehicle materials, buildings, or furniture
materials.
Non-exclusive Biohazard Cleanup and Dec:ontamination Services Agrcement —
Exhibit B
Page 12 of 17
Vendor Services Agreement—ExhiUit A Page 10 of 14
2.3. "Decontamination" means the use of physical or chemical means to remove inactivate or destroy
blood borne pathogens to the point where they are no longer capable of h�ansmitting infecHous
particles and/or are safe and odor free.
3. REQUIREMENTS
3.1. The decontamination services (bio-hazardous cleanup) shall be provided on an as needed basis
twenty-four hours a day, seven days a week The services shall include the cleaning of porous
and nonporous surfaces such as walls, furniture, floors, counter-tops, sinks and toilets.
3.2. Contractor shall provide all labor, materials, equipment, su�lies and personnel to clean, remove,
decontaminate and dispose of bio-hazardous mateiials found dming cleaning of facilities or
automotive/vehicle. This includes the spraying of a disinfectavt to remove any contaminates
found. In some severe cases this may include the removal of seats to clean contaminanGs that
have spread behveen or underneath the seats.
3.3. Decontarnination service (bio-hazardous cleanup) can include, but are not limited to, the
following bio-hazards to be removed from the facilities, crime scenes, or vehicles:
3.3.1. Blood spills, HN contamination
3.3.2. Vomit
33.3. Feces
33.4. Dead animals
3.3.5. Hepatitis
3.3.6. 5tap1�, MSRA (Methicillin resistant Staphylococcus aureus)
3.3.7. Meningitis
33.8. Pandemic Influenza (HSN 1)
3.3.9. Anthrax
33.10. Sewage
3.3.11. Hoarding/PackRat
3.3.12. Shacps clean-up and removal
3.3.13. Decomposition
3.3.14. Ozone treatment
3.4. Contractor must submit copies of Matezial Safety Data 5heets (MSDS) �or each chemical to be
used.
3.5. All automotive/vehicle and facilities cleanup services must be perfonned by trained and
certified/licensed technicians.
3.5.1. The average time far the cleanup of sedans will be ninety (90) minutes from the time
Contractor arrives on-site to the Hme Conri•actor departs.
3.5.2. The labor rate to be charged for Biohazard Cleanup of Buildings in Line 4 of the Price
3chedule requires a minimutn of 350 square feet. A service fee in the amount of $500.00
will be applied to building cleanups of less than 350 square feet.
3.53. For Biohazard Cleanup of Buildings, approxunately 250 square feet of biohazard
cleaning (blood borne pathogens) will be corr�leted per hour if the pathogen has not
soaked into surrounding materials such floozing, fiuniture, and tvalls. Decontamination
for COVID-19 cleanup will be completed at approximately 750 square feet per hour.
Non-exclusive Dioha�ard Cleanup and Decontamination 5ervices Agreement
Page 13 of 17
Vendor Services Agreement — Exhibit A Page ll of 14
3.6. Contractor's technicians will perfoim services in a concise professional mannex• that shall not
interfere with City employees, clients, o�� operations.
3.G.1.Conh•actor may allow a trainee on site but the City will not pay for the h�ainee.
3.7. Odor Neuu•alization spray must be used for the removal of odors durin� the cleaning lreatments
of facilities and vehicles.
3.8. Contractor shall notify City as soon as possible upon any disciplinary action or sancUon taken
against Contractor, including but not lirnited to corrective action by OSHA, TCEQ or the EPA.
This includes disclosure to the City of Fort Worth, any reasons given £or sanctions, disciplinary
action received, penalty or injunctive relief.
3.9. The Police Deparhnent will require the Contractor be available to be trained on how to take the
new molded plastic seats from the back seat of patrol cars. This training will take place at the
Police Department's Fleet Headquarters.
4, CERTIFICATION
4.1. Contractor certi�es that it has and will maintain during the term of this agreement all current and
appropriate federal, state, and local licenses,peanits, and certificarions necessaty for the
biohazaid cleanup of buildin�,s, shuctures and, automotive/vehicles. This includes but is not
limited to compliance with all safety standards required by the State of Texas and must be in
accocdance with 05HA (1910.1030) requirements, Texas Commission on Environmental
Quality (TCEQ) Remediarion Programs and EPA standards of disposal for biohazairls.
5. ADDITIONAL SPF.CIFICAT70NS
5.1. All service and charges foz vehicles will be based on one (1) vehicle per work order only and the
invoices must list the Equipment Number and Purchase Oider number for payment.
5.2. All seivices for faciliHes or other equipment will need a Pu�hase Oider number that iucludes the
building locarion and desctipHon of the service to be peifoaned. This infocmafion shall be
reflected on the invoice.
5.3. The City Designees will place verbal or written pm•chase otders directly to the Contractor for
service; Notc: No Work Order is to be accepted by Contzactor without zeceiving an Equipment
Number, location and Purchase Ordex� number. All Work Oxders must be placed by a City
Designee. The City Designees are:
Police Depaitrnent: Sasha Kane
Park and Recreation Department: Rebekah Doyle
Water Department: Maenica Berry
Aviation Deparlrnent: R.icardo Barcelo
Code Compliance Department: Christian Harper
Office of Emergency Management: Brenda Ray
Property Management Deparirnent: Denise Garcia and Andrea Trejo
Non-exclusive Biohazard Cleanup and Decontamination Services Agreement
Page 14 of 17
Vendor Services Agreement—Exl�ibit A Page 12 of 14
From Hme to time, the City mey remove or add City Designees with written notice to Conh�actor.
5.4. The amount in the agreement is not a guarantee of future quantity, as the City doer not guarantee
any particular quanHty of vehicles or building biohazard waste clean-up during flie tenn of this
contrack The quantity may vary, tlierefore the City ahall not be liable for any contractual
agreements/obligations the contractor assumes based on the City purchasinglrequiring any
specified amounts herein.
5.5. All pricing will be billed as an Hourly Labor Rate Charge which MUST INCLUDE AI,L
COMPENSATION FOR LABOR, EQUIPMENT, MATERIALS, SUPPLIES, DELIVERY
AND/OR FLJEL CHARGES including any containers needed for cleaning disinfecring and
disposal of contaminated rnaterials. This includea decontamination services and any specialized
equipment and /or supplies needed to remove persistent stains or odors. No other fees �vill be
accepted as additional or add on charges.
S.S.1.Hourly tates shall be invoiced to the nearest quarter hour.
5.5.2.Hourly rates shall not begin until Contractor staff has arcived at the job site and stop tvhen
they leave site.
5.53.Work requests shall be for a single worker to clean, unless otherwise ordered and approved
by the City.
5.6. Contractor shall provide all papenvork and documentaHon needed to complete waste shipments.
5.7. Contractor shall provide invoices per shipment that clearly identify shipment address, shipment
date, manifest(s) number, type of waste, quanNty of each type of waste.
5.8. Contractor shall provide City with fully executed copies of waste manifests within thirry-five
(35) Calendar days of waste pickup.
5.9. Contractor shall provide City with certificates of disposal within sixty (60) calendar days of the
pickup date; however, if the waste is a special waste, Contractor shall provide the cerHficates of
disposal within one hundred and riventy (120) calendar days of pickup date.
5.10. Conh�actor shall provide quarterly "waste" shipment/handling/disposal summaries within fifteen
(15) calendar days of the close of the calendar quarter (i.e., due on April 15, July 15, October 15
and January 15).
511. C;onh•actor shall handle all Medical Waste in accordance with all federal, state and local laws.
5.12. Conhactor shall immediately notify the City of the acceptance of any Medical Waste.
Non-exclusive Biohazard Cleanup and Decontamination 5ervices Agreement
Pege 15 of 17
Vendor Services Agreement—Exhibit A Page 13 of 14
EXHIBIT B
VERIFICATION OF SIGNATURE AUTHORITY
Execution of this Signature Verification Form ("Foim") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to executa any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) busiriess days if there are any changes to the signatory
authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
Name:�°�^h l,�av�c���Or;S�82
Position: �'JW✓��✓'
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Si ature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: �/�� � 1.7�v�� i�ic�r;S�t,
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Sign re of President / C O
Other Title:
Date: � ZIZ 6/ �GZ3
Vendor Services Agi•eement— Exhibit B Pa��e 13 O�OFFICIAL RECORD
CITY SECRETARY
FT, WORTH, TX