HomeMy WebLinkAboutContract 52957 CSC No.52957
RECEDED
OCT 212019
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VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation and UP
Enterprises,LLC("Vendor"),a Texas limited liability company,d/b/a All American Tire Recyclers,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 Vendor Services Agreement;
2. Exhibit A—Scope of Services;
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. Scone of Services.Vendor agrees to supply City with tire transport and recycling services.
Exhibit"A,"-Scope of Services more specifically describes the services to be provided hereunder.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date") and shall expire on September 30, 2020 ("Expiration Date"),unless terminated earlier
in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to
renew this Agreement under the same terms and conditions,for up to five(5)one-year renewal options,at
City's sole discretion.
3. Compensation. City shall pay Vendor in accordance with the fee schedule of Vendor
personnel who perform services under this Agreement in accordance with the provisions of this Agreement
and Exhibit "B,"— Price Schedule. Total payment made under this Agreement by City shall be in an
amount up to One Hundred Eighty Thousand Dollars ($180,000.00) per term. Vendor shall 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 shall not be liable for any
additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in
writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
Vendor Services Agreement—T1P Enterprises,LLC Page 1 of 17
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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 Vendor
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 Patties. In the event that this Agreement is
terminated prior to the Expiration Date,City shall pay Vendor for services actually rendered up to
the effective date of termination and Vendor 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, Vendor shall provide City with copies of all
completed or partially completed documents prepared 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 machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
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 Agreement.In the event that any conflicts of interest arise after the Effective
Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in
writing.
5.2 Confidential Information.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 wi thout 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 shall promptly notify Seller.It will be the responsibility of Seller to submit reasons objecting
to disclosure.A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.3 Unauthorized Access.Vendor 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. Vendor 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,
Vendor 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. Rip-lit to Audit. Vendor 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 tames any directly pertinent books,documents,
papers and records,including,but not limited to,all electronic records, of Vendor involving transactions
Vendor Services Agreement—UP Enterprises,LLC Page 2 of 17
relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during
normal working hours to all necessary Vendor 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
Vendor reasonable advance notice of intended audits.
T Independent Contractor. It is expressly understood and agreed that Vendor 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,Vendor 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,Vendors and sub Vendors.Vendor acknowledges that the doctrine of respondeat superior shall
not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, Vendors and sub Vendors. Vendor further agrees that nothing herein shall be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any
officers,agents,servants,employees or sub Vendor of Vendor. Neither Vendor,nor any officers,agents,
servants, employees or sub Vendor of Vendor shall be entitled to any employment benefits from 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.
8. Liability 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 KIND 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 INDEMNIFY., HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SERVANTS AND EMPLOYEES,FROMANDAGAINSTANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR
EITHER PROPERTY DAMAGE OR LOSS(INCLUDING ALLEGED DAMA GE 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 WITH THIS AGREEMENT, TO THE EXTENT CAUSED 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 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 Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor.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 ,rigbt to fully participate in any and all such settlement,
Vendor Services Agreement—TJP Enterprises,LLC Page 3 of 17
negotiations,or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor 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, Vendor shall fully participate and
cooperate with City in defense of such claim or action. City agrees to give Vendor 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 Vendor'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,Vendor 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 Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
8.4 ENVIRONMENTAL INDEMNIFICATIOI'V - VENDOR HEREBY
COVENANTS AND AGRESS TO RELEASE,INDEMNIFY, DEFEND,REIMBURSE,AND
HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, EMPLOYEES AND
VOLUNTEERS, AGAINST ANY AND ALL ENVIRONMENTAL DAMAGES AND THE
VIOLATION OF ANY AND ALL ENVIRONMENTAL REQUIREMENTS RESULTING
FROM THE HANDLING, COLLECTION, TRANSPORTATION, TESTING, STORAGE,
DISPOSAL, TREATMENT, RECOVERY,AND/OR REUSE, BY ANY PERSON, OF TIRES
OR WASTE COLLECTED PURSUANT TO THIS AGREEMENT.
Forpurposes of this Agreement,the following words and phrases shall he defined as follows:
Environmental Damages shall mean all claims,judgments,damages, losses,penalties, fines,
liabilities(including strict liability),encumbrances,liens,costs,and expenses of investigation
and defense of any claim,whether or not such claim is ultimately defeated,and of any good
faith settlement or judgment,of whatever kind or nature, contingent or otherwise,matured
or unmatured, foreseeable or unforeseeable, including without limitation reasonable
attorney's fees and disbursements and consultant's fees,any of which are incurred as a result
of handling,collection,transportation,storage,disposal,treatment,recovery,and/or reuse of
waste pursuant to this contract,or the existence of a violation of environmental requirements
pertaining to,and including without limitation:
a. Damages for personal injury and death, or injury to property or natural
resources;
b. Fees incurred for the services of attorneys, consultants, Vendors, experts,
laboratories and all other costs in connection with the investigation or
remediation of such wastes or violation of environmental requirements
Vendor Services Agreement—TJP Enterprises,LLC Page 4 of 17
including, but not limited to, the preparation of any feasibility studies or
reports of the performance of any cleanup, remediation, removal,response,
abatement,containment,closure,restoration or monitoring work required by
any federal, state or local governmental agency or political subdivision, or
otherwise expended in connection with the existence of such wastes or
violations of environmental requirements, and including without limitation
any attorney's fees,costs and expenses incurred in enforcing this contract or
collecting any sums due hereunder; and
C. Liability to any third person or governmental agency to indemnify such
person or agency for costs expended in connection with the items referenced
in paragraph Z of this part.
Environmental requirements shall mean all applicable present and future statutes,
regulations, rules, ordinances, codes, licenses, permits, orders, approvals, plans,
authorizations, concessions, franchises, and similar items, of all governmental agencies,
departments,commissions,boards,bureaus,or instrumentalities of the United States,states,
and political subdivisions thereof and all applicable judicial,administrative,and regulatory
decrees, judgments, and orders relating to the protection of human health or the
environment,including without limitation:
a. All requirements,including,but not limited to,those pertaining to reporting,
licensing,permitting,investigation,and.remediation of emissions,discharges,
releases, or threatened releases of hazardous materials, pollutants,
contaminants or hazardous or toxic substances,materials,or wastes whether
solid,liquid, or gaseous in nature, into the air, surface water, groundwater,
stormwater,or land,or relating to the manufacture,processing,distribution,
use, treatment, storage, disposal, transport, or handling of pollutants,
contaminants,or hazardous or toxic substances,materials,or wastes,whether
solid,liquid,or gaseous in nature;and
b. All requirements pertaining to the protection of the health and safety of
employees or the public.
9. Assignment and Subcontracting.
9.1 Assignment. 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 City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement
prior to the effective date of the assignment.
9.2 Subcontract. if City grants consent to a subcontract, sub Vendor shall execute a
written agreement with Vendor referencing this 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 sball provide City with a fully executed copy of any such
subcontract.
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10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effectprior 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 Vendor, its employees, agents,
representatives in the course of providing sere ices under this Agreement. "Any
vehicle"shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers'compensation laws where the work.is being performed
Employers'liability
$100,000- Bodily Injury by accident;each accident/occurrence
$100,000- Bodily Injury by disease;each employee
$500,000- Bodily Injury by disease;policy limit
(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.
(e) Environmental Impairment Liability (EIL) and/or Pollution Liability -
$2,000,000 per occurrence. EIL coverage(s)must be included in policies listed in
items a.and d.above;or,such insurance shall be provided under separate policy(s).
Liability for damage occurring while loading,unloading and transporting materials
collected under the contract shall be included under the Automobile Liability
insurance or other policy(s).
Vendor Services Agreement—TJP Enterprises,LLC Page 6 of 17
1.0.2 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 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 Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees that it has
registered,made application for and satisfied all other requirements for scrap tire generators;transporters;
storage sites;facilities including processing or recycling operations.Vendor shall strictly comply with Title
30 of the Texas Administrative Code Chapter 328,subchapter F,as it may be amended,in the performance
of its obligations hereunder,as well as 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. Vendor shall provide the City
with reporting or notice provisions it submits to the Texas Commission on Environmental Quality(TCEQ)
within fifteen(15)of its submission.Vendor shall inunediately notify the City of any violations or notices
of violations it receives from the TCEQ.Vendor express agrees that the City is not a generator of the any
tire or tire material and shall defend the City from any allegation of generator status.IfCitynotifiies Vendor
of any violation of such laws, ordinances,rules or regulations,Vendor shall immediately desist from and
correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives,assigns,
subcontractors 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 or employment of
any individual or group of individuals on any basis prohibited by law.rF ANY CLAIM ARISES.FROM
AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR,ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN
Vendor Services Agreement-UP Enterprises,LLC Page 7 of 17
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: To VENDOR:
City of Fort Worth TJP Enterprises,LLC
Attn:Assistant City Manager for IT Tom Parker,Ovmer
200 Texas Street 5225 Teague Rd.
Fort Worth,TX 76102-6314 Fort Worth,TX 76140
Facsimile:(817)392-8654
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Vendor shall, during the tern 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 generalsolicitation 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 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.
17. Governine 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 Maieure. City and Vendor 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 majeurc 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
Vendor Services Agreement—TJP Enterprises,LLC Page 8 of 17
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.
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 Vendor,their ssigns 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 al l such counterparts shall together constitute
one and the same instrument
25. Warranty of Services. Vendor 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 thirty(30)days from the date that the services are completed.In such event,at Vendor's
option,Vendor 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 Vendor for the nonconforming
services.
Vendor warrants that it understands the known hazards and suspected hazards that are present to
persons, property and the environment by providing packing, transporting, and disposal of hazardous,
special and solid waste. Vendor further warrants that it will perform all services under this contract in a
safe, efficient and lawful manner using industry accepted practices, and in full compliance with all
applicable state and federal laws governing its activities and is under no restraint or order which would
prohibit performance of services under this contract.
26. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (1-9). 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 adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
Vendor Services Agreement—TIP Enterprises,LLC Page 9 of 17
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 not considered a"work-made-form-hire"within the meaning of the Copyright
Act of 1976,as amended,Vendor 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 ithe part of City.
29. 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 Vendor whose
name, title and signature is affixed on the Verification of Signature t%uthority 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. Chanire in Company Name or Ownership. Vendor 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 Vendor 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.
30. Licenses and Permits.Vendor certifies that on the day work is to commence under this
Agreement,and during the duration of the contract,it shall have and maintain current valid and appropriate
federal and state licenses and permits necessary for the provision of services under this Agreement.Vendor
also certifies that if it uses any subcontractor in the performance of this hgreement,that such subcontractor
shall have and maintain current valid and appropriate federal and state licenses and permits necessary for
the provision of services under this Agreement.
31. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than$100,0001 this section does not apply.Vendor acknowledges that in accordance with Chapter
2270 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 verification 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" shall have the meanings ascribed to those teens in Section 808.001 of the Texas
Government Code. By signing this contract,Vendor certifies that Vendor's signature provides written
verification to the City that Vendor:(1)does not boycott Israel;and(2)will not boycott Israel during
the term of the contract.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
Vendor Services Agreement—UP Enterprises,LLC Page 10 of 17
(signature page follows)
Vendor Services Agreement—UP Enterprises,LLC Page 11 of 17
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acluiowledge that I am the person
responsible for tho monitoring and administration of
By: Valerie Washington(Oct 21,2019) this contract,including ensuring all performance and
Name: Valerie Washington reporting requirements.
Title: Assistant City Manager
Date: Oct 21,2019 G .1c�g�z
,20_ By: German Vazquez(Oct 16
Name: German Vazquez
APPROVAL RECOMMENDED: Title: Superintendent,Code Compliance
APPROVED AS TO FORM AND LEGALITY:
�e�i-shu�e-
By: Robert Smouse(Oct 21,2019)
Name: Robert Smouse L4!YY
Title: Assistant Director,Code Compliance By: Matt Murray( ct21,2019)
Name: Matthew A.Murray
ATTEST: Title: Assistant City Attorney
CONTRACT AtTTHORUATION:
By: Maryy Kay-sser(Oct z' i�2019) ti: 1.0 —T
Name: Mary Kayser
Title: City Secretary l'
•aM
VENDOR:
UP Enterprises,LLC d/bla All American Tire
Recyclers
By:
Name: Tom Parker
Title: Owner
Date:
i
0:L MIAL RECORD
Cff SECRETARY
Fr. WORTH,TX
Vendor Services Agreement—UP Enterprises,LLC Page 12 of 17
EXHIBIT A
SCOPE OF SERVICES
SCOPE
1.1 Vendor shall provide the City with pick up,transportation and recycling/disposal services of scrap
tires.Locations are as stated below in Section 6.3.
1.2 Vendor shall provide all trucks,trailers,equipment,labor and personnel to pick up and haul scrap
tires.Every possible effort shall be made by Vendor to insure that any loading process is safe and protects
Vendor's employees or equipment,and the City's employees or equipment from accidents,harm or damage.
GENERAL REQUIREMENTS
2.1 Prices paid by the City for Vendor's services shall be by single scrap tire.This shall include scrap
tires With Rim or Without Rim and various sizes according to the requirements below.
2.2 The Vendor shall also invoice by Ton(weight)in a Mix Load.(A Mix Load is referred to as tires
with rims,without rims and of various sizes).
2.3 Vendor shall provide pricing for all scrap tire sizes with or without rims separated by City Personnel
and hauled away by Vendor providing the number of scrap tires recycled. The City shall pay an invoice
that matches the number of scrap tires collected at the City's centers and verified by City employees at the
drop-off stations.The City shall pay for the quantity of scrap tires with or without rims recycled by Vendor.
Vendor invoice shall match the number of scrap tires collected and verified by the City employees at the
listed locations.
2.4 Vendor shall provide unit price per collection of single scrap tire Without Rim arranged by
description of tire and tire size range.Vendor shall provide the number of scrap tires recycled including a
list of sizes and pricing per scrap tire. The City shall pay an invoice that matches the description,size,and
quantity of scrap tires recycled/collected at the City's facilities.Vendor invoice shall match the number of
scrap tires collected at the centers and verified by the City employees at the listed locations.
2.5 Vendor shall provide unit price per collection of single scrap fire With Rim arranged by description
of tire and tire size range.Vendor shall provide the number of scrap tires recycled; including a list of sizes
and pricing per scrap tire.The City shall pay an invoice that matches the description, size,and quantity of
scrap tires recycled/collected at the City's facilities. Vendor invoice shall match the number of scrap tires
collected at the centers and verified by the City employees at the listed locations.
2.6 Vendor shall provide unit price per Ton(weight)of a Mix-Load(scrap tires With Rims or Without
Rims)this will include different types and sizes of tires but not limited to those stated in the list below:
• Passenger and Light Truck Tires
• Medium truck tires
• Duplex 355/80R20/385/85R22.5
• 21 L24
• 15.5/20.5-25
• 1400-24
• Agricultural(18.4x28,31-13.50x15, 16.9x30)
Vendor Services Agreement—UP Enterprises,LLC
—Exhibit A Page 13 of 17
2.7 The City shall pay an invoice that matches the number of Toms of scrap tires recycled/collected at
the City's facilities and verified by City employees at the City's locations.Vendor invoice shall match the
number of Tons of scrap tires recycle/collected and verified by providing a copy of weight ticket and the
manifest/work order documentation.
2.8 The Vendor shall use a public scale weight receipt showing the empty weight of the container and
then the filled weight of the container.The City shall pay for the net tons or difference between the empty
and filled container weight.
ADDITIONAL VENDOR REQUIREMENTS
3.1 Vendor will provide pick up services during regular hours from 8:00 AM to 3:30 PM at the City's
facilities/locations from Monday through Friday.This will exclude the following holidays:Martin Luther
King Jr.Day,Memorial Day,Independence Day,Labor Day,Thanks,gPving Day,Christmas Day and New
Year's Day.
3.2 Vendor will give priority to City's request of service with the purpose to minimize downtime of
City's facilities or personnel.
3.3 Vendor will pick up tires on a weekly or monthly schedule based on City's need.
3.4 Vendor will pick up scrap tires at the Code Compliance locations listed below.Additional locations
may be added,as mutually agreed upon by City staff and Vendor.
• 2400 Brennan Avenue,Fort Worth,Texas 76106
• 5150 Martin Luther King Jr.Freeway,Fort Worth,Texas 761.13
• 6260 Old Hemphill Road,Fort Worth,Texas 76134
• 301 Hillshire Drive,Fort Worth,Texas 76052
3.5 Vendor shall be given access to service sites outside of regula-days and hours,only if pick-up is
requested and confirmed with the Department a minimum of three(3)business.days prior to service request.
3.6 Vendor's personnel shall only gain access to service sites after the City has requested or
scheduled a pick-up service.
3.7 Upon notification by the City to pick up and transport tires from the City's site,the Vendor shall
schedule time of pick up within 48 hours of confumation. Pick-ups will require a City employee to be
present at all times.
3.8 Incomplete services for any reason(because of bad weather or equipment taken out of service)
shall be rescheduled by mutual agreement within 48 hours of cancellation.
3.9 Vendor shall include on each invoice all information requested or provided by City. Vendor shall
include any information required by local City, County, State and Federal rules, ordinances, laws and
regulations as set forth now,and any enacted in the future.
Vendor shall comply with all local licensing,manifesting and regulatory requirements to store,transport,
dispose and process tires per any City,County,State and Federal rules,ordinances,laws and regulations as
Vendor Services Agreement—TJP Enterprises,LLC
Page 14 of 17
—Exhibit A
set forth now and any enacted in the future.Vendor shall keep accurate records for services performed and
supply copies of manifest for any scrap tires picked up.Vendor shall provide copies of manifests directly
to:
Contract Administrator
Code Compliance Solid Waste
4100 Columbus Trail
Fort Worth,Texas 76133
4.10 Vendor and all of its subcontractors must fumish copies of any certificates and/or licenses(TCEQ),
required by these specifications and local City,State and Federal rules,ordinances,laws and regulations as
set forth now and enacted in the future evidencing the extent of their authority,and show authorization by
Vendor to perform all requirements of this agreement. Vendor shall keep their certificates and/or licenses
up to date throughout the life of this agreement and submit copies to the City annually.
4.11 Vendor shall immediately notify the City Contract Administrator of any failure to provide
service(s) as specified. Upon completion of services, any failures and the reason for failure(s) shall be
indicated in reports submitted to the City Contract Administrator.
4.12 Although not a guarantee,the Code Compliance Department estimates an average of about 40,000
tires annually to process in this category.There may be a decrease or increase in the actual quantity.
4.13 Vendor shall be required to pick up scrap tires.No delivery by City will be tnade.
4.14 Vendor shall provide all trucks, equipment, labor and personnel to pick up and haul scrap tires.
Every possible effort shall be made by Vendor to insure that any loading process is safe and protects
Vendor's employees or equipment,and the City's employees or equipment from accidents,harm or damage.
Vendor Services Agreement—UP Enterprises,LLC
—Exhibit A Page 15 of 17
EXHIBIT B
PRICE SCHEDULE
Line Estimated Unit of Unit Estimated
Item# Description Quantity Measurement Price Total
Passenger&Light truck with 26,000 Each $7.50 $195,000
1 rim up to 17.5"
Medium Truck with rim(17.6"- 4,000 Each $25.00 $100,000
2 24.5")
Passenger and Light Truck tires 28,000 Each 1 $2.50 $70,000
3 without rim up to 17.5"
Medium Truck tires without 12,000 Each $10.00 $120,000
4 rim(17.6"-24.5")
Duplex 2,000 Each $15.00 $30,000
5 355/80R20/385/85R22.5
2,000 Each $30.00 $60,000
6 21 L24
2,000 Each $75.00 $150,000
7 15.5/20.5-25
1400-24 1,200 Each $30.00 $36,000
8
Agicultural(18.4X28,3 1- 800 Each $35.00 $29,000
9 135X15, 16.9X30)
City to transport,process and
dispose of tires per ton at 40,000 Each $125.00 $2,500
10 Contractor's location
Unit price per ton of nix load
scrap tires picked up at City site 40,000 Each $175.00 $3,500
11 locations by Contractor
Vendor Services Agreement—UP Enterprises,LLC
--Exhibit B Page 16 of 17
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
TJP ENTERPRISES,LLC
5225 TEAGUE RD.
FORT WORTH,TX 76140
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute 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) 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 Vendor.
1. Name: Jpd., IRLxke r
Position: Coo jowhe.r'
Signature
2. Name:P oe AJ0KLv, )
Position:0 ' YI)nC- l
Sign re
3. Name: [Zt o -LP
Position,
Signature
Name:
Pu
Signature of President/CEO
Other Title:
Date:
Vendor Services Agreement—TJP Enterprises,LLC
—Exhibit C Page 17 of 17