HomeMy WebLinkAboutContract 57932 CSC No. 57932
FORT WORTH.
ELECTRONIC WASTE AND LIGHTING RECYCLING AGREEMENT
This ELECTRONIC WASTE AND LIGHTING RECYCLING AGREEMENT
("Agreement")is made and entered into by and between the CITY OF FORT WORTH("City"),a Texas
home rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and
LIGHTING RESOURCES,LLC ("Contractor"), a California Limited Liability Company and acting by
and through its duly authorized representative, each individually referred to as a "party" and collectively
referred to as the "parties."
Definitions.
Environmental Damages shall mean all damages, losses, diminished values, claims,judgments,
penalties, fines, liabilities, encumbrances, liens, costs, expenses of investigation, and the defense of any
claim, whether or not such claim is ultimately defeated, results in a judgment or order of any kind, or is
resolved by any good faith settlement, and of whatever kind or nature, direct or indirect, tangible or
intangible, compensatory, exemplary, or punitive, economic or non-economic, contingent or otherwise,
matured or unmatured, foreseeable or unforeseeable, to the City and any third parties, including without
limitation reasonable attorney's and consultant's fees, any of the foregoing which are incurred as a result
the Contractor's work,or due to negligence,or arising from a violation of any Environmental Requirements,
or arising from strict liability,or an intentional tort,and whether any of the foregoing are attributable to the
Contractor, a subcontractor, a vendor, employee, agent, successor, or assignee and including by way of
example but not limited to:
a. Damages for personal injury or death, pain and suffering, mental or emotional distress,
injury to property of any kind or to natural resources, environmental contamination, or the loss of use or
value of property;
b. Fees incurred for the services of attorneys, consultants, engineers, contractors, experts,
laboratories, and investigators related to any studies, cleanup, remediation, removal,response, abatement,
containment, closure,restoration,monitoring work, civil or criminal defense, or the recovery of any other
costs; and
C. Liability,claims,or judgments to any third persons or governmental agencies in connection
with the items referenced herein.
d. Fines, penalties, costs, agreed orders, or settlements to any federal, state, or local
government for violations of environmental laws,permits, standards,or regulations.
Environmental Requirements shall mean standards for the allowable or permissible levels,
concentrations, or amounts of materials; all applicable present and future statutes, regulations, rules,
permits,plans,or authorizations of all governmental agencies,departments,commissions,boards,bureaus,
OFFICIAL RECORD
Electronic Waste and Lighting Recycling Agreement CITY SECRETARY
Lighting Resources,LLC
FT. WORTH, TX
or instrumentalities of the United States, states, and political subdivisions thereof, and all applicable
judicial, administrative, and regulatory decrees, judgments, and orders; and all common law causes of
action; all of the above relating to the protection of human health or the environment and being inclusive
of,but not limited to:
a. All requirements, including, but not limited to, those pertaining to reporting, licensing,
permitting, facilities, sites, operations, emissions, discharges, releases, or threatened releases of wastes,
substances, materials, pollutants, contaminants, hazardous wastes, petroleum products, toxic substances,
materials, or other any other regulated or harmful substances whether solid,liquid,or gaseous into the air,
surface water, groundwater, storm water, or land, or relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport, or handling of elements, compounds, materials, substances,
pollutants, contaminants, or hazardous or toxic materials, substances, or wastes, whether solid, liquid, or
gaseous in nature; and
b. All requirements, including, but not limited to, those pertaining to reporting, licensing,
permitting,facilities,sites,operations,emissions,discharges,releases,or threatened releases of radioactive
materials or radiation or electromagnetic fields.
C. All requirements pertaining to the protection of the environment, natural resources, the
health and safety of employees or the public; and
d. Citizen suits authorized by any federal or state law; and
C. All common law causes of action related to health, safety, natural resources, and the
environment.
Hazardous Waste means any solid waste identified or listed as a hazardous waste by the administrator of
the United States Environmental Protection Agency pursuant to the federal Solid Waste Disposal Act, as
amended by the Resource Conservation and Recovery Act,42 U.S.C. §§6901 et seq.,as amended.
Oil means any kind of oil in any form, including, but not limited to,petroleum, fuel oil, crude oil, or any
fraction thereof which is liquid at standard conditions of temperature and pressure, sludge, oil refuse, and
oil mixed with waste.
Pollutant means dredged spoil; solid waste;incinerator residue;filter backwash;sewage(including sewage
from boats); garbage; sewage sludge; munitions; medical wastes; chemical wastes; biological materials;
toxic materials; radioactive materials; heat, wrecked or discarded equipment; rock; sand; cellar dirt;
industrial, municipal, recreational, agricultural and other waste; and certain characteristics of wastewater
(e.g.,pH,temperature,TSS,turbidity,color,BOD,COD,toxicity,or odor).
TSCA means the federal Toxic Substances Control Act including all amendments and implementing
regulations.
1. Scope of Services. Services under this Agreement include labor,materials and equipment
necessary to provide storage and shipping containers, on-site pickup, transportation, and recycling and
disposal,as applicable,for a variety of lights and electronic waste("Services"),which are set forth in more
detail in Exhibit"A,"attached hereto and incorporated herein for all purposes.
2. Term. This Agreement begins on August 11, 2022 ("Effective Date") and expires on
August 10,2023 ("Expiration Date"),unless terminated earlier in accordance with this Agreement("Initial
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Term"). City will have the option,in its sole discretion,to renew this Agreement under the same terms and
conditions,for up to four(4)one-year renewal options(each a"Renewal Term").
3. Compensation. City will pay Contractor in accordance with the provisions of this
Agreement,including Exhibit`B,"which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement will not exceed Seventy-Five Thousand Dollars ($75,000.00).
Contractor will not perform any additional services or bill for expenses incurred for City not specified by
this Agreement unless City requests and approves in writing the additional costs for such services.City will
not be liable for any additional expenses of Contractor not specified by this Agreement unless City first
approves such expenses in writing.
4. Invoice and Payment. The Contractor shall provide timely invoices following each
service activity to the City. All invoices must include the City Purchase Order number,generator address,
date of service, and itemization of waste types collected, quantities, and unit prices. Contractor must
provide along with the invoice, a completed waste manifest and certificate of destruction or recycling.
Payment for services rendered shall be due within thirty (30) days of the uncontested performance of the
particular services so ordered and receipt by City of Contractor's invoice for payment of same. In the event
of a disputed or contested billing, only that portion so contested may be withheld from payment, and the
undisputed portion will be paid.No interest will accrue on any contested portion of the billing until mutually
resolved. City will exercise reasonableness in contesting any billing or portion thereof. Contractor shall
receive no additional compensation for work delays or hindrances except when direct and unavoidable extra
costs to the Contractor are caused by the City's gross negligence.
5. Termination.
5.1. Written Notice. City may terminate this Agreement at any time and for any reason
by providing the Contractor with written notice of termination. Contractor may terminate this
Agreement at any time for any reason by providing the City with ninety (90) days' written notice
of termination.
5.2 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 will terminate on the last day of the fiscal period
for which appropriations were received without penalty or expense to City of any kind whatsoever,
except as to the portions of the payments herein agreed upon for which funds have been
appropriated.
5.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Contractor for services actually rendered up
to the effective date of termination and Contractor will continue to provide City with services
requested by City and in accordance with this Agreement up to the effective date of termination.
Upon termination of this Agreement for any reason,Contractor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event
Contractor has received access to City Information or data as a requirement to perform services
hereunder, Contractor will return all City provided data to City in a machine-readable format or
other format deemed acceptable to City.
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6. Disclosure of Conflicts and Confidential Information.
6.1 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.
6.2 Confidential Information. Contractor, for itself and its officers, agents and
employees, agrees that it will treat all information provided to it by City ("City Information") as
confidential and will not disclose any such information to a third party without the prior written
approval of City.
6.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Contractor. It will be the responsibility of Contractor to submit reasons
objecting to disclosure.A determination on whether such reasons are sufficient will not be decided
by City,but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
6.4 Unauthorized Access. Contractor must store and maintain City Information in a
secure manner and will not allow unauthorized users to access,modify,delete or otherwise corrupt
City Information in any way. Contractor must notify City immediately if the security or integrity
of any City Information has been compromised or is believed to have been compromised,in which
event,Contractor will,in good faith,use all commercially reasonable efforts to cooperate with City
in identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
7. Right to Audit. Contractor agrees that City will, until the expiration of three (3) years
after final payment under this Agreement, or the final conclusion of any audit commenced during the said
three years, have access to and the right to examine at reasonable times any directly pertinent books,
documents,papers and records,including,but not limited to,all electronic records,of Contractor involving
transactions relating to this Agreement at no additional cost to City. Contractor agrees that City will have
access during normal working hours to all necessary Contractor facilities and will be provided adequate
and appropriate work space in order to conduct audits in compliance with the provisions of this section.
City will give Contractor reasonable advance notice of intended audits.
8. Bonds.
8.1 Payment and Performance Bonds.Before beginning the work on any Public Works
Contract as defined in TX. Loc. Gov't. Code Section 2253, the Contractor shall be required to
execute to the City of Fort Worth, a payment bond if the contract is in excess of$25,000, and a
performance bond if the contract is in excess of$100,000. The payment bond is solely for the
protection and use of payment bond beneficiaries who have a direct contractual relationship with
the Contractor or subcontractor to supply labor or material; and in 100% the amount of the
contract.The performance bond is solely for the protection of the City of Fort Worth,in 100%the
amount of the contract, and conditioned on the faithful performance by Contractor of the work in
accordance with the plans, specifications, and contract documents.
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8.2 Requirements for Sureties. The bonds shall be issued by a corporate surety duly
authorized and permitted to do business in the State of Texas that is of sufficient financial strength
and solvency to the satisfaction of the City.The surety must meet all requirements of Article 7.19-
1 of the Texas Insurance Code. All bonds furnished hereunder shall meet the requirements of
Chapter 2253 of the Texas Government Code,as amended. In addition,the surety must(1)hold a
certificate of authority from the United States Secretary of the Treasury to qualify as a surety on
obligations permitted or required under federal law; or (2) have obtained reinsurance for any
liability in excess of$100,000 from a reinsurer that is authorized and admitted as a reinsurer in
the state of Texas and is the holder of a certificate of authority from the United States Secretary
of the Treasury to qualify as a surety on obligations permitted or required under federal law.
Satisfactory proof of any such reinsurance shall be provided to the City upon request. The City,
in its sole discretion,will determine the adequacy of the proof required herein.No sureties will be
accepted by the City that are at the time in default or delinquent on any bonds or which are
interested in any litigation against the City. Should any surety on the Contract be determined
unsatisfactory at any time by the City,notice will be given to the Contractor to that effect and the
Contractor shall immediately provide a new surety satisfactory to the City.
9. Independent Contractor. It is expressly understood and agreed that Contractor will
operate as an independent contractor as to all rights and privileges and work performed under this
Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the
conditions and provisions of this Agreement,Contractor will have the exclusive right to control the details
of its operations and activities and be solely responsible for the acts and omissions of its officers, agents,
servants, employees, Contractors, and subcontractors. Contractor acknowledges that the doctrine of
respondeat superior will not apply as between City, its officers, agents, servants and employees, and
Contractor, its officers, agents, employees, servants, contractors, and subcontractors. Contractor further
agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City
and Contractor. It is further understood that City will in no way be considered a Co-employer or a Joint
employer of Contractor or any officers,agents,servants,employees,contractors,or subcontractors. Neither
Contractor,nor any officers,agents, servants, employees,contractors,or subcontractors of Contractor will
be entitled to any employment benefits from City. Contractor will be responsible and liable for any and all
payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees,
contractors,or contractors.
10. Liability and Indemnification.
10.1 LIABILITY-CONTRACTOR Wff LBELL4BLEANDRESPONSMLEFORANYANDALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR,
ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
10.2 GENERAL INDEMNIFICATION- CONTRACTOR HEREBY COVENANTS
AND AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,
AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPER TYDAMAGE OR LOSS(INCL UDING 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
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OF OR IN CONNECTION WITH THISAGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR, ITS
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
10.3 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 will not apply if
City modifies or misuses the software and/or documentation. So long as Contractor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Contractor will have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Contractor in doing so.In the event City,for whatever reason,assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Contractor will fully participate and
cooperate with City in defense of such claim or action. City agrees to give Contractor timely
written notice of any such claim or action,with copies of all papers City may receive relating
thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses
will not eliminate Contractor's duty to indemnify City under this Agreement.If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined
or restrained or,if as a result of a settlement or compromise, such use is materially adversely
restricted, Contractor will, at its own expense and as City's sole remedy, either: (a) procure
for City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non-infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non-infringing software and/or documentation at no
additional charge to City; or(d) if none of the foregoing alternatives is reasonably available
to Contractor terminate this Agreement, and refund all amounts paid to Contractor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
10.4 ENVIRONMENTAL INDEMNIFICATION. CONTRACTOR AGREES TO
INDEMNIFY, HOLD HARMLESS, RELEASE, REIMBURSE,AND DEFEND, THE CITY, ITS
OFFICERS,AGENTS,AND EMPLOYEES AGAINST ANY AND ALL: (A)ENVIRONMENTAL
DAMAGES, AS DEFINED HEREIN, THAT ARE RELATED TO ANY ENVIRONMENTAL
REQUIREMENTS AS DEFINED HEREIN, INCLUDING ANY ACTS, OMISSIONS, OR
LIABILITIES(INCLUDING STRICT LIABILITY)B Y ANY PERSONS,AND (B) VIOLATIONS,
ALLEGED VIOLATIONS, SUITS, OR CLAIMS RELATED TO ANY ENVIRONMENTAL
REQUIREMENTS AS DEFINED HEREIN, INCLUDING ANY ACTS, OMISSIONS, OR
LIABILITIES(INCLUDING STRICT LIABILITI)BY ANY PERSONS.
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11. Assignment and Subcontracting.
11.1 Assignment. Contractor will not assign or subcontract any of its duties,obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment,the assignee will execute a written agreement with City and Contractor under which
the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement.
Contractor will be liable for all obligations of Contractor under this Agreement prior to the effective
date of the assignment.
11.2 Subcontract. If City grants consent to a subcontract,the subcontractor will execute
a written agreement with Contractor referencing this Agreement under which subcontractor agrees
to be bound by the duties and obligations of Contractor under this Agreement as such duties and
obligations may apply. Contractor must provide City with a fully executed copy of any such
subcontract.
12. Insurance. Contractor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
12.1 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 will be on any vehicle used by Contractor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle"will be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are 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) Environmental Impairment Liability("EIL")and Pollution Liability:
$4,000,000- Each Claim Limit
$4,000,000- Aggregate Limit
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EIL coverage must be included in policies listed in subsection(a) above; or, such
insurance shall be provided under separate policies.Liability for damage occurring
while loading,unloading and transporting materials collected under the Agreement
shall be included under the Automobile Liability insurance or other policies.
ANY POLLUTION EXPOSURE, INCLUDING ENVIRONMENTAL
IMPAIRMENT LIABILITY, ASSOCIATED WITH THE SERVICES AND
OPERATIONS PERFORMED UNDER THIS AGREEMENT SHALL BE
COVERED; IN ADDITION TO SUDDEN AND ACCIDENTAL
CONTAMINATION OR POLLUTION, LIABILITY FOR GRADUAL
RELEASES, SPILLS, OR EMISSIONS AND ALL CLEAN-UP COSTS SHALL
BE COVERED.
(e) Professional Liability(Errors &Omissions): ❑ Applicable ❑N/A
$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 must 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 must be submitted to City to evidence coverage.
12.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees,officers,officials,agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium.Notice must be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas.All insurers must have a minimum rating of A-VII
in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
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(f) Certificates of Insurance evidencing that Contractor has obtained all
required insurance will be delivered to the City prior to Contractor proceeding with
any work pursuant to this Agreement.
13. Compliance with Laws, Ordinances, Rules and Regulations. Contractor agrees that in
the performance of its obligations hereunder,it will comply with all applicable federal,state and local laws,
ordinances,rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Contractor of any violation of such laws, ordinances, rules or regulations, Contractor must immediately
desist from and correct the violation.
14. Licenses and Permits. Contractor certifies and warrants that on the day any work is to
commence under this Agreement and during the duration of the Agreement it shall have and maintain all
of the current,valid,and appropriate federal,state,and local licenses and permits necessary for the provision
of services under this Agreement. Contractor also certifies that if it uses any subcontractor in the
performance of this Agreement, that such subcontractor shall have and maintain all of the current, valid,
and appropriate federal, state, and local licenses and permits necessary for the provision of services under
this Agreement.
15. Non-Discrimination Covenant. Contractor, for itself, its personal representatives,
assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees
that in the performance of Contractor's duties and obligations hereunder, it will not discriminate in the
treatment or employment of any individual or group of individuals on any basis prohibited by law.IF ANY
CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION
COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS,
CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, CONTRACTOR
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND
HOLD CITY HARMLESS FROM SUCH CLAIM.
16. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees,servants or representatives,or(2)received by the other party by United States Mail,registered,
return receipt requested,addressed as follows:
To CITY: To CONTRACTOR:
City of Fort Worth Lighting Resources,LLC
Attn: Julianne Ragland,Environmental Manager Dan Gillespie,President
Code Compliance Department 101 East Bowie Street
Environmental Management Division Fort Worth,TX 76110
200 Texas Street
Fort Worth,TX 76102-6314
With copy to Fort Worth City Attorney's Office at
same address
17. Solicitation of Employees. Neither City nor Contractor will, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
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during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing,this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
18. 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.
19. No Waiver. The failure of City or Contractor to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's
or Contractor's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
20. Governing Law/Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action,whether real or asserted,at law or in equity,is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
21. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
22. Force Maieure. City and Contractor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay 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; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems;restraints or prohibitions by any court,board,department,commission,or agency
of the United States or of any States;civil disturbances;other national or regional emergencies;or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected(collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance,as soon as reasonably possible after the occurrence of the Force Majeure
Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
23. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only,will not be deemed a part of this Agreement,and are not intended to define or limit the scope
of any provision of this Agreement.
24. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A and B.
25. Amendments/Modifications/Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
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26. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes,be deemed an original,but all such counterparts will together constitute
one and the same instrument.
27. Warranty of Services. Contractor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty(30)days from the date that the services are completed.In such event,at Contractor's
option,Contractor will either(a)use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or(b) refund the fees paid by City to Contractor for the nonconforming
services.
28. Immigration Nationality Act. Contractor must verify the identity and employment
eligibility of its employees who perform work under this Agreement,including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Contractor will provide City with copies of all
I-9 forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Contractor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Contractor employee who is not legally eligible
to perform such services. CONTRACTOR WILL INDEMNIFY CITY AND HOLD CITY
HARMLESS FROM ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF
THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, OR AGENTS. City, upon written notice to Contractor, will have the right to
immediately terminate this Agreement for violations of this provision by Contractor.
29. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers,procedures, guides, and documentation that are created,published,displayed,or produced in
conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City
will be the sole and exclusive owner of all copyright,patent,trademark,trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first).Each copyrightable aspect of the Work Product will be considered a"work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product,or any part thereof,is not considered a"work-made-for-hire"within the meaning of the Copyright
Act of 1976,as amended, Contractor hereby expressly assigns to City all exclusive right,title and interest
in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade
secret,and all other proprietary rights therein,that City may have or obtain,without further consideration,
free from any claim,lien for balance due,or rights of retention thereto on the part of City.
30. Signature Authority. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order,resolution,ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Contractor.
Each party is fully entitled to rely on these warranties and representations in entering into this Agreement
or any amendment hereto.
31. Change in Company Name or Ownership. Contractor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Contractor or authorized official must sign the letter. A letter
indicating changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9,documents filed with the state indicating such change,copy of the
board of director's resolution approving the action,or an executed merger or acquisition agreement.Failure
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to provide the specified documentation so may adversely impact future invoice payments.
32. No Boycott of Israel. If Contractor has fewer than 10 employees or this Agreement
is for less than $100,000, this section does not apply. Contractor acknowledges that in accordance with
Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a
company for goods or services unless the contract contains a written 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" has the meanings ascribed to those terms in Section 2271 of the Texas
Government Code. By signing this Agreement, Contractor certifies that Contractor's signature
provides written verification to the City that Contractor: (1)does not boycott Israel; and(2)will not
boycott Israel during the term of the Agreement.
33. Prohibition on Boycotting Energy Companies. Contractor acknowledges that in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S.,
S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of
$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10
or more full-time employees unless the contract contains a written verification from the company that it:
(1) does not boycott energy companies; and (2)will not boycott energy companies during the term of the
contract. The terms"boycott energy company" and"company"have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Contractor certifies that Contractor's signature provides written verification to the City that
Contractor: (1) does not boycott energy companies; and (2)will not boycott energy companies during the
term of this Agreement.
34. Prohibition on Discrimination Against Firearm and Ammunition Industries.
Contractor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a
contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from
public funds of the City with a company with 10 or more full-time employees unless the contract contains
a written verification from the company that it: (1) does not have a practice,policy, guidance, or directive
that discriminates against a firearm entity or firearm trade association; and(2)will not discriminate during
the term of the contract against a firearm entity or firearm trade association. The terms "discriminate,"
"firearm entity"and"firearm trade association"have the meaning ascribed to those terms by Chapter 2274
of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that
Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1)
does not have a practice,policy,guidance,or directive that discriminates against a firearm entity or firearm
trade association; and(2)will not discriminate against a firearm entity or firearm trade association during
the term of this Agreement.
35. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions
(e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via
software such as Adobe Sign.
36. Entirety of Agreement. This Agreement 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
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conflict with any provision of this Agreement.
(signature page follows)
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
By.
Valerie Washington(Aug 2,202216:43 CDT) this contract,including ensuring all performance and
reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Aug 2, 202� �
Date: , 22 By: Rogergrantham(Aug 2,202215:30 CDT)
Name: Roger Grantham
APPROVAL RECOMMENDED: Title: Environmental Supervisor
APPROVED AS TO FORM AND LEGALITY:
BY: Juli Ragland(Aug 02216:01 CDT)
Name: Julianne Ragland
Title: Environmental Program Manager By:
Name: Matthew A.Murray
ATTEST: Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
Tgnnette S. Goodall M&C: N/A
By: Jannette S.Goodall(Aug 2,202216:45 CDT) Form 1295•N/A
Name: Jannette S. Goodall OR
Title: City Secretarygy p FoF��aorlyaa
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CONTRACTOR: da�zi nEXx*
LIGHTING RESOURCES,LLC
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By: Dan Gillespie(Aug 2,1202214:23 EDT)
Name: Dan Gillespie
Title: President
Aug , 2022
Date: g 2022
OFFICIAL RECORD
CITY SECRETARY
Electronic Waste and Lighting Recycling Agreement
Lighting Resources,LLC FT. WORTH, TX
EXHIBIT A
SCOPE OF SERVICES
Contractor shall furnish of all labor, materials and equipment necessary to provide storage and
shipping containers, provide on-site pickup, provide transportation, handle recycling and disposal, as
applicable for a variety of lights including but not limited to high pressure sodium HID lamps,
incandescent bulbs, fluorescent lamps and tubes,vapor lamps,metal halide HID lamps and electronic
waste. Additionally,the same services shall be provided for light ballasts that both contain PCBs and
do not contain PCBs.The Provider will be required to collect and containerize contracted materials from
numerous city facilities —no central pickup location is planned. All services shall be performed in
accordance with the latest federal, state and local environmental regulations. Provider will be required
to be on-site for a waste shipment within 7 business days under this Agreement. There is no minimum
guaranteed amount of work under this Agreement.
Incineration of all capacitors (after removal from ballasts) and any (resultant) PCB particles is the
required method of disposal under this Agreement. After removal of capacitors,all ballasts must be
recycled unless they are leaking and/or otherwise a PCB article. Provider will be required to provide
the City with the PCB log documentation to maintain compliance with TSCA at a minimum.
Contractor shall provide collection,containerizing,transportation and recycling services for each of
the wastes listed below:
• Fluorescent lamps(4' & 8")
• U-shaped fluorescent lamps
• Halogen Lamps
• Automotive headlights
• Incandescent bulbs
• Flood Lights
• Mercury vapor lamps
• Sodium vapor lamps
• Xenon bulbs
• Metal arc metal halide bulbs
• Crushed bulbs(caused by City of Fort Worth personnel only)
• Fluorescent light ballasts with PCBs
• Leaking fluorescent light ballasts with PCBs
• Fluorescent light ballasts without PCBs
• Liquid mercury for recycling
• Transformers,capacitors,and discarded electronic equipment
• Batteries, including NiCd, NiMH, Lithium-ion, Lithium-Primary, Lead Acid, and
alkaline
• Electronic Waste
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The work required under this Agreement includes but is not limited to the followingtasks:
asks:
Routine Tasks
• Provide paperwork and documentation needed to complete waste shipments;
• Provide on-site pickup of waste within five (5)business days of the request from the City. If
request is made after NOON then the 5-day clock starts the following business day.
• Collect,package (containerizing), and label hazardous,non-hazardous, and universal waste;
• Provide transportation services for wastes to disposal or recycling facilities,no central pickup
location is planned;
• Dispose,recycle and/or reuse of requested materials;
• Provide invoices per shipment site that clearly identify shipment address, shipment date,
manifest(s)number,type of waste,quantity of each type of waste,etc.
• Provide City fully executed Waste Manifests within 35 days of pickup date;
• Provide Certificates of Destruction (CD)to the City within 60 days of pickup date except for
Special Waste that will be within 120 days of pickup date; and
• Provide Quarterly "Waste" Shipment/Handling/Disposal Summaries within 15 calendar days
of the close of the calendar quarter(i.e.,due on April 15,July 15,October 15,and January 15).
Staffing Requirements
• Provide a minimum of one(1)field technician for shipments containing less than 20 containers
and a minimum of two (2)field technicians for shipments greater than 20 containers; and
• Provide single point of contact for shipment requests/scheduling.
The Ci , will perform the following tasks under this Agreement:
• Provide safety data sheets (SDSs) and process information on wastes for disposal, recycling,
and/or reuse;
• Provide timely notice to Contractor in writing of requests, detailing the location(s), type of
work,and other pertinent information;
• Aid in the selection of disposal,recycling and/or reuse methods;
• Provide required regulatory information for manifest and shipping paper information; and
• Provide representative to accompany Contractor at project sites.
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EXHIBIT B
FEE SCHEDULE
Compensation shall be in accordance with the price list below, not exceed a total annual
expenditure by the City of Seventy-Five Thousand Dollars ($75,000.00). Payment shall be
considered full compensation for all materials, supplies, equipment, and labor necessary for
packaging, loading, labeling, transportation, and disposal.
Waste Stream Units Unit Price $
Fluorescent lams 4' Each .27
Fluorescent lams 8' Each .52
U-shaped/circular fluorescent lams Each .33
Compact fluorescent bulbs w/ballast Each .33
Compact fluorescent bulbs Each .33
HID lams Each .62
Incandescent bulbs Each .18
Halogen Lamps Each .38
Projector bulbs Each 1.47
Crushed Bulbs (caused by CFW personnel)' Drum 260.00
WET Crushed Bulbs/Broken Lams Drum Call for Quote
Broken Lams Pound 1.18
Broken HID Lams Pound 1.22
Neon Signs Pound 5.40
Ultra Violet Lams Each .80
Plastic Coated Lamps 4' Each 1.18
Plastic Coated Lamps 8' Each 1.18
Mixed Lams Pound 2.90
Lighting Fixtures Pound .47
Fluorescent light ballasts with PCBs Pound Call for Quote
Leaking fluorescent light ballasts with PCBs Pound Call for Quote
Fluorescent light ballasts without PCBs Pound .22
PCB Transformers Pound Call for Quote
PCB Capacitors Pound Call for Quote
Non-PCB Transformers and Capacitors Pound .65
Non-PCB Transformers and Capacitors Pound .65
Nickel Cadmium Ni Cd Batteries - Dry Pound .67
Nickel Cadmium Ni Cd Batteries - Wet Pound 1.20
Nickel metal hydride NiMH Batteries Pound .67
Lithium-ion Batteries Pound .47
Lithium-Primary Batteries Pound 3.90
Alkaline Batteries Pound .67
Lead acid Pb Batteries Pound .15
Silver Oxide Pound .05
Lithium Drill Rod/Lithium Sulfur Pound 4.50
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Mercury Batteries Pound Call for Quote
Mixed Batteries Pound 7.00
Discarded electronic equipment Pound .57
Discarded electronic equipment Cubic Yard Box 275.00
Mercury containing device Pound 11.00
Miscellaneous E Waste PCs, Printers, Etc. Pound .57
Computer Monitors Pound .67
Ink Cartridges Pound .40
LED Lams Pound .67
Mercury Devices Thermometers/Switches Pound 11.00
Elemental Liquid Mercury Pound Call for Quote
Mercury Debris Floor Sweep/Filters) Pound 11.00
1 -The City of Fort Worth is not responsible for covering costs due to Contractor's mishandling of
lamps or boxes causing breakage or other damage. Contractor must cover costs for any damage
due to mishandling of lamps during work performed under this Agreement.
2-Recycling requirement:though not all ballasts contain PCBs,incineration of all capacitors(after
removal from ballasts)and associated PCB articles is required under this Agreement.
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