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HomeMy WebLinkAboutContract 48976 CITY SECRETARY CONTRACT NO. Cl LQ PROFESSIONAL SERVICES AGREEMENT pQF� � Goodwill Industries of Fort Worth This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by and between the CITY OF FORT WORTH(the"City"),a Texas home rule municipal corporation,acting by and through Fernando Costa, its duly authorized Assistant City Manager, and Goodwill Industries of Fort Worth("Contractor"), a Texas Nonprofit Corporation,and acting by and through David Cox,its duly authorized President and CEO,each individually referred to as a"party"and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Professional Services Agreement; 2. Exhibit A—Scope of Services, Contractor's Proposal in response to RFP 17-0110; 3. Exhibit B—Price Schedule; and 4. Exhibit C—Verification of Signature Authority Form. Exhibits A,B and C,which are attached hereto and incorporated herein,are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement shall control. 1. SCOPE OF SERVICES. Contractor hereby agrees to provide staffing services for the Attended Donation Centers(ADC) at each of the City's Drop-Off Stations(DOS), for the Code Compliance Department("Services").Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall begin on March 30, 2017 ("Effective Date") and shall expire on March 29, 2018 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). Following the Initial Term, there shall be four (4) one-year renewals at the City's sole option (each a "Renewal Term").The City shall provide Contractor with written notice of its intent to renew at least thirty (3 0)days prior to the end of each term. 3. COMPENSATION. The City shall pay Contractor in accordance with the provisions of this Agreement and the Price Schedule attached as Exhibit"B," which is incorporated for all purposes herein; however, total payment made under this Agreement by the City for all Services shall not exceed Two Hundred Thousand Dollars ($200,000.00). Contractor shall not perform any additional services or bill for actual expenses related to work for the City not specified by this Agreement unless the City requests and approves in writing the additional costs or expenses for such services. The City shall not be liable for any additional expenses of the Contractor not specified by this Agreement unless the City first-approves such expenses in writing. OFFICIAL REI1�ORi,:,,� I7.i TA > 'ro , i :rT.1COIRTH5 Ti, f Professional Services Agreement Page 1 of 10 4. TERMINATION. 4.1. Written Notice. City or Contractor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder,City will notify Contractor of such occurrence and this Agreement shall 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 shall pay Contractor for services actually rendered up to the effective date of termination and Contractor shall 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 shall 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 shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts. Contractor hereby warrants to City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Contractor, for itself and its officers, agents and employees, agrees that it 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 Unauthorized Access. Contractor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor shall 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 shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Contractor agrees that City shall, until the expiration of three (3) years after final payment under this contract, 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 Contract at no additional cost to City. Contractor agrees that City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Contractor reasonable advance notice of intended audits. Professional Services Agreement Page 2 of 10 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Contractor shall 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 shall 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, consultants and Subcontractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Contractor, its officers, agents, employees, servants, Contractors and Subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Contractor or any officers,agents, servants,employees or Subcontractor of Contractor. Neither Contractor,nor any officers,agents, servants, employees or Subcontractor of Contractor shall be entitled to any employment benefits from City. Contractor 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 Subcontractor. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY- CONTRACTOR 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 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 OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION—Contractor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall 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 shall 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, 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 shall 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, Professional Services Agreement Page 3 of 10 Contractor shall 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 shall 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 shall, 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. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assi n� Contractor 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 City and Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. Contractor and Assignee shall be jointly 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, Subcontractor shall execute a written agreement with Subcontractor referencing this Agreement under which Subcontractor shall agree to be bound by the duties and obligations of Subcontractor under this Agreement as such duties and obligations may apply. Subcontractor shall provide City with a fully executed copy of any such subcontract. 10. INSURANCE. Contractor shall provide City with certificate(s)of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000- Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Contractor, its employees, agents, representatives in the course of the providing services under this Agreement."Any vehicle"shall be any vehicle owned, hired and non-owned. Professional Services Agreement Page 4 of 10 (c) Worker's Compensation: Statutory limits Employer's liability $100,000 - Each accident/occurrence $100,000 - Disease-per each employee $500,000 - Disease-policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308—1.0 et seq.Tex.Rev. Civ. Stat.)and minimum policy limits for Employers' Liability of. $100,000 - each accident/occurrence, $500,000 bodily injury disease policy limit $100,000 - per disease per employee. (d) Professional Liability(Errors& Omissions) $1,000,000- Each Claim Limit $1,000,000- Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made,and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall 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 shall be provided to City. Ten(10)days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and Professional Services Agreement Page 5 of 10 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 shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Contractor has obtained all required insurance shall 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 shall 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 shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Contractor, for itself, its personal representatives, assigns, Subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORSS 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 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: To CONTRACTOR: City of Fort Worth Goodwill Industries of Fort Worth Attn: Fernando Costa,Assistant City Manager Attn: David Cox, President and CEO 200 Texas Street PO Box 15520 Fort Worth,TX 76102-6314 Fort Worth, TX 76119 Facsimile: (817) 392-8654 Facsimile: (817) 335-4610 With copy to Fort Worth City Attorney's Office at same address Professional Services Agreement Page 6 of 10 14. SOLICITATION OF EMPLOYEES. Neither City nor Contractor 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 employed by the other during the term of this Agreement,without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall 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 shall 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 shall 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 shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. City and Contractor shall exercise 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 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, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement,and are not intended to define 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 shall not be employed in the interpretation of this Agreement or Exhibits A, B, and C. Professional Services Agreement Page 7 of 10 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. ENTIRETY OF AGREEMENT. This Agreement, including Exhibits A, B and C, 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. 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Contractor warrants that its services will be of a professional quality and conform to generally prevailing industry standards.City must give written notice of any breach of this warranty within thirty(30) days from the date that the services are completed. In such event, at Contractor's option, Contractor shall 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. 26. IMMIGRATION NATIONALITY ACT. City actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility,employment verification,and nondiscrimination.Contractor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Contractor shall complete the Employment Eligibility Verification Form(I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees,and upon request,provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Contractor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Contractor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 27. OWNERSHIP OF WORK PRODUCT. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement(collectively, "Work Product"). Further, City shall 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 shall 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 shall 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 Professional Services Agreement Page 8 of 10 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. 28. SIGNATURE AUTHORITY. 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 by proper order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto, may be executed by any authorized representative of Contractor whose name,title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. CHANGE IN COMPANY NAME OR OWNERSHIP Contractor shall 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 do so may adversely impact future invoice payments. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this day of , 2017. (signature page follows) Professional Services Agreement Page 9 of 10 ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACTOR: Goodwill Industries of Fort Worth By: By: Name: Fernando Costa Name: David Cox Assistant City Manager Title: President and CEO Date: 4L4/1 7 Date: 2- 1l• ZG/7 APPROVAL RECOMMENDED: ATTEST: By: By: Name: n Be e Title: Code Compliance Department Title: (('i ATTEST: SHANIKA DIAL JOHNSON Notary Public,State of Texas By: y, yr Comm. Expires 02-21-2021 City Secre ����;;;,;;��`�� Notary ID 129317336 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person OF F� responsible for the monitoring and administration of this contract,including ensuring all performance and V r' reporting requirements. r` By: . Name: rngS ...• '' Title: � c ✓t� ,,._ ��'` APPROVED AS TO FORM AND LEGALITY: By: Jff��-7 ame: Pofm B.S on Assistant U44ttorney I CONTRACT AUTHORIZATION: M&C: — LU 'y OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Professional Services Agreement Page I of 10 EXIHIBIT A STATEMENT OF WORK I. SCOPE OF WORK 1. Contractor shall furnish all labor,materials, and equipment necessary to operate an Attended Donation Center (ADC) at each of the City's Drop-Off Stations (DOS). There are currently three (3)DOS and a fourth which will be projected to open early 2017; 2. Accept, prepare, collect and recycle or resell all items in Section 16, below. Contractor shall conduct work using environmentally sound practices in accordance with all applicable local, state and federal laws, regulations or requirements of any kind relating to the recycling, reuse and disposal of the items Contractor collects; 3. Provide the City with Contractor's recycling/environmental guidelines and terms and conditions used with its recyclers and/or resale Contractors. Contractor shall ensure that its operations comply with the provided guidelines; 4. Provide personnel to operate the ADC at each of the drop off station sites for residents to drop off Section 16 items, during the City's DOS operating hours (Monday through Friday 8:00am to 6:00pm, and Saturday 8:00am to 5:00pm). The Contractor's ADC staff will be responsible for receiving and tagging electronics at the DOS.The ADC staff will determine whether the electronic donations will be resold,recycled or disposed. The ADC staff shall track the number of items and provide a ticket indicating whether the items will be used for resale, recycle and disposal and provide a copy of each ticket to the DOS staff at the end of each day; 5. Contractor's ADC staff shall assist the City's staff with other drop off station duties and tasks, as time permits, when not assisting residents with donations of E-Waste.The Contractor's ADC staff shall assist DOS staff with directing residents to the proper DOS drop off locations for disposing of items; 6. Contractor shall offer and/or provide a tax receipt for all donated materials in accordance with Internal Revenue Services stated guidelines,rules and regulations. The ADC staff shall track the number of items donated and provide a count of donated items to the DOS staff at the end of each day; 7. Provide enclosed tractor trailer containers (no longer than thirty (30) feet in length) for use at a City-designated collection point within each drop off station site to stage and contain all collected acceptable items until such items are removed from the site; 8. Contractor's ADC staff shall monitor containers and inform Contractor when trailer containers need to be removed and replaced (swapped out) from drop off station sites as necessary for operations. Containers shall be removed or replaced prior to becoming full and requiring staging of collected items outside of the container at the end the operating day; 9. Contractor shall transport all accepted donated items to Contractor site for secondary evaluation and determination of: (1) resale, (2)reuse, (3)recycling, (4) secondary processing and/or(5)final disposal; Professional Services Agreement—Exhibit A 10. Contractor shall document any accidents, injuries, and other unanticipated incidents or circumstances and report to the City in writing, and to the Contractor's insurer, within 24 hours of each incident; 11. At the Contractor's site, all collected items shall be evaluated to determine the appropriate best use of: (1)resale, (2)reuse, (3) recycling, (4)secondary processing and/or(5)final disposal; 12. Ensure Contractors' operations comply with its collection,environmental and recycling guidelines: meet all applicable local,state and federal laws,regulations or requirements of any kind relating to the recycling and disposal of E-Waste it collects.This includes ensuring that all E-Waste that is not recovered, refurbished, repaired or recycled will be disposed of properly. Such disposal will, at a minimum, be in compliance with all applicable law. Contractor shall be responsible for identification, removal, disposal and reporting of any and all resulting hazardous material or condition, including but not limited to Cathode Ray Tubes containing embedded Lead, and any other hazardous ingredients described in the Resource Conservation and Recovery Act(RCRA)42 U.S.C. §6901 et seq. (1976)and amendments and all implementing regulations as described in the Code of Federal Regulations, Part 40,and all other applicable federal,state, and local regulations; 13. Provide for reasonable security for all E-Waste that contains data,and conduct(or provide for)data destruction on all E-Waste at appropriate stages. All data on collected E-Waste shall be erased by (1) Data destruction using appropriate and effective methods, i.e., disc wiping, f-disk, and reformatting for retained or refurbished systems or; (2) Data erasing via degaussing (passing it through a strong magnetic field) or; (3) any other equivalent process mutually agreed to in writing by Contractor and the City. For E-Waste not retained, Contractor shall assure that the media containing data will be destroyed, or otherwise rendered inoperable, by Contractor or the subcontractor handling this product. Contractor shall retain records of data destruction reflecting Contractor's compliance with this section; 14. Contractor shall collaborate and participate with the City in promoting the E-Waste ADCs at the City's DOS. Contractor shall also take reasonable measures to educate customers regarding appropriate data destruction methods, tools, and software that they could use to assure more complete destruction of personal or sensitive data; 15. Maintain and provide the following records and documentation on a monthly basis and no later than fifteen(15)days following the end of the prior month: • Monthly report of the accumulated collected tons from each ADC site, allocated by percentage, of E-Waste to other donated materials; • Monthly item count report(no unique identifying identification number required at this time) of TVs and monitors collected and processed for recycling(excluding plasma-based television units and units Goodwill resells through their retail locations). 16. Contractor hereby grants the City for the term of this Agreement the non-exclusive, non- transferable right and license to use and publish the Contractor's trademark in conjunction with marketing the E-Waste ADC Program, The City may only use the Contractor's trademark in the form, formats and manner approved in writing by Contractor. The City shall provide Contractor, for its prior written approval, copies of all advertising and marketing materials, as well as all press releases, regarding the program that include the Contractor's trademark or otherwise reference the Contractor. The City may not use advertising or marketing materials or issue press releases that Professional Services Agreement—Exhibit A include the Contractor's trademark or otherwise reference Contractor,or append any trade name or logo, without the prior written approval of Contractor, which may be withheld at the Contractor's sole discretion; 17. Materials that will be promoted for resale and considered donations(including, but not limited to) will be: all clothes/textiles and accessories (i.e. belts, purses, or ties), paired shoes, working large appliances (i.e. washer washers, dryers, refrigerators), small appliances (i.e. toasters, blenders, electric skillets and other small electrical household items),furniture(i.e.tables,chairs,lamps,beds - excluding any/all mattresses), and miscellaneous household items (i.e. toys and board games, plates, glasses, mugs, and flatware), as well as the following acceptable electronic/E-Waste items: • Cables/Cords; • Cameras(digital, 35mm, 110, etc.); • Cassette tape players; • Compact Disk burners; • Compact Disk players; • Cell phones; • Clock radios; • Copiers; • Central Processing Units (CPUs); • Disks (floppy, 3.5 and Compact Disk); • DVD players; • Electronic toys; • Fax machines; • Hard drives; • I-Pads ; • Keyboards; • Laptops; • Microwaves; • Television Monitors; • Mouse; • Network hubs; • PDA's; • Printers; • Record players; • Routers; • Scanners; • Software; • Stereos; • Uninterrupted Power Supplies(UPS); • VCR's; • Video games/consoles; • Personal audio devices/IPods; • Zip drives. Professional Services Agreement—Exhibit A 18. The City shall take customer calls regarding the ADC partnership at the drop off stations through the City's customer service call center. When appropriate the City will refer the calls to the designated Contractor representative or office; 19. The City shall utilize its operational DOS as residential-based donation collection points for the Contractor; 20. The City shall promote the ADC partnership and the identified Contractor through its public education process using multiple channels and shall consider wrapping the Contractor's tractor trailer containers (at City's cost) to include identifying both the City's and Contractor's involvement. The City agrees that the Contractor and/or its recycling partner may list the ADC- DOS locations in marketing materials and on their respective websites/online media; 21. The City shall refer citizens to the ADC-DOS website within the City's Solid Waste website area for drop off and donation guidelines, designated drop off locations, operational hours and other information about the ADC program. The City will also inform citizens about their obligation to deliver only re-useable/re-saleable item, and to proactively remove data from hard drives or other storage media before items are taken to the DOS sites; 22. The City shall identify related customer service requirements for Fort Worth residents/customers; 23. The City's DOS staff will be able to assist the Contractor's staff with other ADC duties and tasks, as time permits, when there are no general drop off activities; 24. The City agrees to pay Contractor a monthly processing fee for implementing the ADC at each of the City's DOS sites; 25. The City agrees that all donated material is the property of Contractor. Contractor's standard Loss Prevention/Security measures will be maintained at the ADC; 26. The City will track the number of televisions and monitors residents deliver to the ADC area through the DOS check-in software program, which will assist with verifying the monthly ADC Processing fee. Professional Services Agreement—Exhibit A EXHIBIT B PRICE SCHEDULE Cost of Service Summary Cost Categories Personnel Salary/Wage Supplies Transportation Costs TV/Monitor Recycling Fees Console/Projection Recycling Fees Cost per unit - - - - - $13.25 Professional Services Agreement—Exhibit B EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company: Goodwill Industries of Fort Worth Legal Address: PO Box 15520 Fort Worth,TX 76119-5520 Services to be provided: Provide staffing services for the Attended Donation Centers (ADC)at each of the City's Drop-Off Stations(DOS). Auditor hereby agrees to provide City with independent audit basic financial statements, but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Contractor and to execute any agreement,amendment or change order on behalf of Contractor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Contractor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Contractor. Contractor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Contractor. 1. Name: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: Signature of President/CEO Other Title: Date: Professional Services Agreement—Exhibit C City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 3/28/2017 DATE: Tuesday,March 28,2017 REFERENCE NO.: **P-12014 LOG NAME: 13P17-0110 ATTENDED DONATION CENTER SVCS DG CODE SUBJECT: Authorize Execution of a Contract with Goodwill Industries of Fort Worth, Inc.,in the Total Amount Up to $200,000.00 for the First Term for Operating an Attended Donation Center and Processing Electronic Waste at City's Drop Off Stations for the Code Compliance Department(ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the execution of a contract with Goodwill Industries of Fort Worth,Inc.,in the total amount up to$200,000.00 to provide operations of the Attended Donation Center and processing electronic waste services for the Code Compliance Department. DISCUSSION: The Code Compliance Department will use the contract to provide staffing services for the Attended Donation Centers(ADC)at each of the City's Drop-Off Stations (DOS). Goodwill Industries of Fort Worth,Inc.,will receive and sort donated household items,including furniture,televisions,Central Processing Units (CPU's)and other electronic waste (e-waste)that may be recycled for sale or properly disposed. BID ADVERTISEMENT-A Request for Proposals (RFP)was advertised in the Fort Worth Star-Telegram on Wednesdays between December 14,2016 and January 11,2017. Sixty-eight vendors were solicited from the purchasing database system; one response was received. The proposal was reviewed by an evaluation committee consisting of staff from the Code Compliance Department. The evaluation factors included past experience operating DOS and recycling e-waste, ability to staff four or more DOS, ability to provide security for e-waste and data, capability to recycle television/CRTs and sort donations for resale and cost of services. The proposal from Department Project Budget Reference# ID ID Year (Chartfield 2) FROM Department Account Project Program Activity Budget Reference# Amount Fund ID ID Year (Chartfield 2) CERTIFICATIONS: Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Aaron Bovos (8517) Additional Information Contact: Jack Dale (8357) Darian Gavin (2057) ATTACHMENTS 1. 161206 Signed Waiver.ndf (CFW Internal) 2. Code FID Template v2.xlsx (CFW Internal) 3. Form 1295 Goodwill Industries of Fort Worth.pdf (Public) 4. Requisition.pdf (CFW Internal) 5. SAM.12df (CFW Internal) 6. Signed Waiver Request RFP 17-0110 ADC Services.pdf (CFW Internal) DATE(MM/DD/YYYY) ,a�oRv® CERTIFICATE OF LIABILITY INSURANCE 12/28/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Bart Tucker Roach Howard Smith & Barton - Fort Worth NAME: 1320 S University Dr Suite 1000 PUVC.HONNo,EExt)o (g17) 332-1313 AIC No:(817) 332-2956 E-MAIL Fort Worth TX 76107 ADDRESS: btucker@rhsb.com INSURERS AFFORDING COVERAGE NAIC# INSURERA:Philadelphia Indemnity 18058 INSURED (817) 335-4610 INSURER B:Texas Mutual Ins Cc 22945 Goodwill Industries of Ft. Worth INSURER C: P.O. Box 15520 INSURER D: Fort Worth TX 76119 INSURERE: INSURER F COVERAGES CERTIFICATE NUMBER:Cert ID 36417 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLTYPE OF INSURANCE iNsp WVp SUER POLICY NUMBER MMIDDY/YEYW MM/DDS LIMITS LTR A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE OCCUR PHPKIS92622 01/01/2017 01/01/2018 PREMSESOEaoccTurence $ 100,000 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 POLICY❑PRO- JECT ❑LOC PRODUCTS-COMP/OP AGG $ 3,000,000 X OTHER: Empl Benefits Liab $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident A X ANY AUTO PHPKI592622 01/01/2017 01/01/2018 BODILY INJURY(Per person) $ OWNED L SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident $ A UMBRELLA LIAB X OCCUR PHUB567980 01/01/2017 01/01/2018 EACH OCCURRENCE $ 10,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED I X I RETENTION$ 10,000 $ WORKERS COMPENSATIONITI- B AND EMPLOYERS'LIABILITY Y/N TSF00o1192433 07/01/2016 07/01/2017 X I STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ NIA E.L.EACH ACCIDENT $ 1,000,000 OFFICERIMEMBEREXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Complete named insured: Goodwill Industries of Fort Worth, Inc., Goodwill Industrial Services of Fort Worth, Inc., Goodwill Industries of Fort Worth Foundation, Inc. and Goodwill Industries of Fort Worth DBA The Garden Room. The general and auto liability policies include a blanket automatic additional insured endorsement/provision that provides additional insured status to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. The general and auto liability, and workers compensation policies include a blanket automatic waiver of subrogation endorsement/provision that provides this feature only when there is a written contract between the named insured and the certificate holder that requires it. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN The City of Fort Worth, its officers, em ACCORDANCE WITH THE POLICY PROVISIONS. 1000 Throckmorton AUTHORIZED REPRESENTATIVE Ft Worth TX 76102 1� t� 1 v �r ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Page 1 of 1 CERTIFICATE OF INTERESTED PARTIES FORM 1295 101`1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos,i,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. Goodwill Industries of Fort Worth, Inc. 2017-152304 Fort Worth,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 01/10/2017 being filed. City of Fort Worth Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. 17-0110 Staffing of Donation Centers and Collection of E-Waste 4 Nature of interest -Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. X 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that.the above disclosure is true and correct. SHANIKA DIAL JOHNSON Notary Public,State of Texas My Commission Expires February 21, 2017 Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said /n 4 this the day of_1trn� 20__L7 _,to certify which,witness my hand and seal of office. 7Q S gnature of officer administering oath Printed name of officer administering oath Title o fficer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277