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HomeMy WebLinkAboutContract 51112 CITY SECRETARY CONTRACT NO. CONTRACTOR SERVICES AGREEMENT This CONTRACTOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and through Valerie Washington,its duly authorized Assistant City Manager,and Liberty Tire Recycling, LLC, ("Contractor"), a tire recycling company, and acting by and through Kevin Martinolich, its duly authorized Regional Vice President, 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 Contractor 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. SCOPE OF SERVICES. Contractor hereby agrees to provide tire recycling services to include but not limited to scrap tire transport, processing and disposal for City of Fort Worth Departments. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit"A,"Statement of Work,more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall begin on July 16,2018 or the last date that both the City and Contractor have executed this Agreement("Effective Date") and shall expire on July 15, 2019 ("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 four (4) one-year renewal options,at City's sole discretion. 3. COMPENSATION. City shall pay Contractor in accordance with the fee schedule of Contractor 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 for the initial two year term by City shall be in the amount of One Sixty Thousand Dollars ($160,000.00). Contractor 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 Contractor not specified by this Agreement unless City first approves such expenses in writing. FZ�C�15 0% OFFICIAL RECORD avG CITY SECRETARY FT.WORTH,TX Contractor Services Agreement "`Page 1 of 18 Liberty Tire Recycling, LLC 4. TERMINATION. 4.1. Written Notice. City or Contractor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder,City will notify Contractor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Contractor for services actually rendered up to the effective date of termination and Contractor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Contractor shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Contractor has received access to City Information or data as a requirement to perform services hereunder, Contractor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts. Contractor hereby warrants to City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Contractor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City("City Information")as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Unauthorized Access. Contractor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Contractor shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Contractor agrees that City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Contractor involving transactions relating to this Agreement at no additional cost to City. Contractor agrees that City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section.City shall give Contractor reasonable advance notice of intended audits. Contractor Services Agreement Page 2 of 18 Liberty Tire Recycling, LLC 7. INDEPENDENT CONTRACTOR It is expressly understood and agreed that Contractor shall operate as an independent Contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subContractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents,servants and employees,and Contractor, its officers, agents,employees, servants,Contractors and subContractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor.It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Contractor or any officers,agents, servants,employees or subContractor of Contractor. Neither Contractor,nor any officers,agents,servants, employees or subContractor of Contractor shall be entitled to any employment benefits from City. Contractor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers,agents,servants,employees or subContractor. 8. LIABILITY AND INDEMNIFICATION. For purposes of this contract,the following words and phrases shall be 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, contractors, experts, laboratories and all other costs in connection with the investigation or remediation of such wastes or violation of environmental requirements 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 2 of this part. Environmental requirements shall mean all applicable present and future statutes, regulations, rules, ordinances, codes, licenses, permits, orders, approvals, plans, authorizations, concessions, Contractor Services Agreement Page 3 of 18 Liberty Tire Recycling, LLC 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. 8.1 LIABILITY- CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS,SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION—Contractor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret,or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation. So long as Contractor bears the cost and expense of payment for claims or actions against City pursuant to this section, Contractor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however,City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Contractor in doing so.In the event City,for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Contractor shall fully participate and cooperate with City in defense of such claim or action. Contractor Services Agreement Page 4 of 18 Liberty Tire Recycling, LLC City agrees to give Contractor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Contractor's duty to indemnify City under this Agreement.If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted, Contractor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or(b) modify the software and/or documentation to make it non-infringing,provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation;or(c)replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or(d) if none of the foregoing alternatives is reasonably available to Contractor terminate this Agreement, and refund all amounts paid to Contractor by City,subsequent to which termination City may seek any and all remedies available to City under law. 8.4 ENVIRONMENTAL INDEMNIFICATION - CONTRACTOR 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 CONTRACT. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assignment. Contractor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. Contractor and Assignee shall be jointly liable for all obligations of Contractor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract,sub Contractor shall execute a written agreement with Contractor referencing this Agreement under which sub Contractor shall agree to be bound by the duties and obligations of Contractor under this Agreement as such duties and obligations may apply. Contractor shall provide City with a fully executed copy of any such subcontract. 10. INSURANCE. Contractor shall provide City with certificate(s)of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000- Aggregate Contractor Services Agreement Page 5 of 18 Liberty Tire Recycling, LLC (b) Automobile Liability: $1,000,000- Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Contractor, its employees, agents, representatives in the course of providing services 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). 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation(Right of Recovery)in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. Ten(10)days' notice shall be acceptable in the Contractor Services Agreement Page 6 of 18 Liberty Tire Recycling,LLC 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 Contractor has obtained all required insurance shall be delivered to the City prior to Contractor proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS. Contractor agrees that it has registered, made application for and satisfied all other requirements for scrap tire generators;transporters; storage sites; facilities including processing or recycling operations. Contractor 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. Contractor 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. Contractor shall immediately notify the City of any violations or notices of violations it receives from the TCEQ.Contractor 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.If City notifies Contractor of any violation of such laws,ordinances,rules or regulations,Contractor shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Contractor, for itself, its personal representatives, assigns, subContractors and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and obligations hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCREVIINATION COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORSS OR SUCCESSORS IN INTEREST, CONTRACTOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives,(2)delivered by facsimile with electronic confirmation of the transmission,or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: Contractor Services Agreement Page 7 of 18 Liberty Tire Recycling, LLC To CITY: To CONTRACTOR: City of Fort Worth Liberty Tire Recycling, LLC Attn:Valerie Washington,Assistant City Manager Kevin Martinolich,Regional Vice President 200 Texas Street 580 Gifco Road Fort Worth,TX 76102-6314 Midlothian,TX 76065 Facsimile: (817)392-8654 Phone: (817) 865-2253 Facsimile:(281)424-3882 With copy to Fort Worth City Attorney's Office at Email:kmartinolich@libertytire.com same address 14. SOLICITATION OF EMPLOYEES. Neither City nor Contractor shall,during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent Contractor , any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement,City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER The failure of City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas.If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. City and Contractor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance Contractor Services Agreement Page 8 of 18 Liberty Tire Recycling,LLC with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,B, and C. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No amendment,modification,or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument,which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including Exhibits A, B and C. contains the entire understanding and agreement between City and Contractor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY. Contractor warrants that its services will be of a professional quality and conform to generally prevailing industry standards.City must give written notice of any breach of this warranty within thirty(30) days from the date that the services are completed. In such event, at Contractor's option, Contractor shall either(a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or(b)refund the fees paid by City to Contractor for the nonconforming services. Contractor 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. Contractor 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. Contractor Services Agreement Page 9 of 18 Liberty Tire Recycling, LLC 26. IMMIGRATION NATIONALITY ACT. City actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility,employment verification,and nondiscrimination.Contractor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Contractor shall complete the Employment Eligibility Verification Form(I-9),maintain photocopies of all supporting employment eligibility and identity documentation for all employees,and upon request,provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services.Contractor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement.Contractor shall indemnify City from any penalties or liabilities due to violations of this provision.City shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 27. OWNERSHIP OF WORK PRODUCT. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement(collectively, "Work Product"). Further,City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception,creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a"work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Contractor hereby expressly assigns to City all exclusive right,title and interest in and to the Work Product, and all copies thereof,and in and to the copyright,patent,trademark,trade secret,and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due,or rights of retention thereto on the part of City. 28. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party,and that such binding authority has been granted by proper order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto, may be executed by any authorized representative of Contractor whose name,title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. LICENSES AND PERMITS. Contractor certifies that on the day work is to commence under this contract,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 contract. Contractor also certifies that if it uses any subcontractor in the performance of this agreement, 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 contract. Contractor Services Agreement Page 10 of 18 Liberty Tire Recycling,LLC 30. CHANGE IN COMPANY NAME OR OWNERSHIP Contractor shall notify City's Purchasing Manager, in writing, of a company name,ownership, or address change for the purpose of maintaining updated City records. The president of Contractor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change,copy of the board of director's resolution approving the action,or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 31. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Contractor 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 awritten 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 terms in Section 808.001 of the Texas Government Code. By signing this contract, 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 contract. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this day of ; V—A, ,201�. (signature page follows) Contractor Services Agreement Page 11 of 18 Liberty Tire Recycling, LLC ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of By. this contract,including ensuring all performance and Name: Valerie Washington reporting requirements. Title: Assistant City Manager Date: l���y By: 4mfe: German V APPROVAL RECOMMENDED: Title: Code CoSupenntendent t APPROVED AS TO FORM AND LEGALITY: By: ,�// Name: Irrandon ett Title: Code Compliance Director By: Name: Matt Murr ATTEST: Title: Assistant City Attorney CONTRACT AUTHORIZATION: N By: M&C: (V Mary J. Title: City Sr�I a Jo;•" ..0, rF�� CONTRACTOR: Lib4y Tie ec LLC ATTEST: By: Kevin Marti By: Title: Regional Vice President Name: �a� Title: C�T= o GR Date: '1 =� —�� J OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Contractor Services Agreement Page 12 of 18 Liberty Tire Recycling,LLC EXHIBIT A SCOPE OF SERVICES 1.0 TIRE RECYCLING SERVICES-City Departments will use these services on an as-needed basis according to the following specifications: 1.1 Price per Ton in open top Trailer of scrap tires without rims-Contractor shall provide Ton pricing for all scrap tires sizes without rims loaded and separated by City personnel on an open top trailer provided by the Contractor using 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. 1.2 Price per Ton in open top Trailer of scrap tires with rims - Contractor shall provide Ton pricing for all scrap tires sizes with rims loaded and separated by city personnel on an open top trailer provided by the Contractor using 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. 1.3 Price per Ton on enclosed Trailer of scrap tires without rims-Contractor shall provide Ton pricing for all scrap tires sizes without rims loaded and separated by City personnel on an enclosed trailer provided by the Contractor using 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. 1.4 Price per Ton on enclosed Trailer of scrap tires with rims - Contractor shall provide Ton pricing for all scrap tires sizes with rims loaded and separated by City personnel on an enclosed trailer provided by the Contractor using 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. 1.5 Price per Single tire with rim loaded in open top Trailer - Contractor shall provide single tire with rim pricing of scrap tire loaded and separated by City personnel on an open top trailer provided by the Contractor. 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 recycled. Contractor invoice shall match the number of scrap tires collected at the centers and verified by the City employees at the centers. 1.6 Price per SinEle tire without rim loaded in open top Trailer-Contractor shall provide single tire without Rim pricing of scrap tire loaded and separated by City personnel on an open top trailer provided by the Contractor.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 DOS. The City shall pay for the quantity of scrap tires recycled. Contractor invoice shall match the number of scrap tires collected at the centers and verified by the City employees at the centers. 1.7 Price per Sintile tire with rim loaded in an enclosed Trailer-Contractor should provide pricing per single with rim tire stacked loaded and separated by city personnel on an enclosed trailer provided by the contractor.The City shall pay an invoice that matches the Contractor Services Agreement Liberty Tire Services,LLC Page 13 of 18 number of scrap tires collected at the City's centers and verified by City employees at the DOS. The City shall pay for the quantity of scrap tires recycled. Contractor invoice shall match the number of scrap tires collected at the centers and verified by the City employees at the centers. 1.8 Price per Single tire without rim loaded in an enclosed Trailer - Contractor should provide pricing per single without rim tire stacked loaded and separated by city personnel on an enclosed trailer provided by the contractor.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 DOS. The City shall pay for the quantity of scrap tires recycled. Contractor invoice shall match the number of scrap tires collected at the centers and verified by the City employees at the centers. 2.0 Contractor shall provide pick up during regular hours of 8:00 AM to 3:30 PM at the City's Centers Monday through Friday, excluding the following holidays:Martin Luther King Jr.Day,Memorial Day,Independence Day,Labor Day,Thanksgiving Day,Christmas Day and New Year's Day. 2.1 Contractor shall give priority to the City's request for service for the purpose of minimizing down time of the City's centers or personnel. All calls and or emails from the City shall be returned by Contractor within 24 hours. 2.2 Contractor shall provide pick up scrap tires at multiple locations throughout the City of Fort Worth. The City shall have the ability to add or delete locations as needed. 2.3 The Code Compliance Department is the biggest user for this agreement. Therefore, they are requesting pricing(see Bid Solicitation Form)based on the locations listed below: 2.3.1 Code Compliance 2400 Brennan Avenue,Fort Worth,Texas 76106 2.3.2 Code Compliance 5150 Martin Luther King Jr.Freeway,Fort Worth,Texas 76113 2.3.3 Code Compliance 6260 Old Hemphill Road,Fort Worth,Texas 76134 2.3.4 Code Compliance 301 Hillshire Drive,Fort Worth,Texas 76052 2.4 City shall provide Contractor personnel access to service centers outside of stated days and hours listed within if request for pick up is made and confirmed at least three(3)business days in advance. 2.5 Contractor personnel will only access the service center after the City has requested pick up to be made or scheduled. 2.6 Contractor shall notify the City Contract Administrator immediately of any failure to provide service as specified. Incomplete services due to any reason(because of bad weather or equipment taken out of service) shall be rescheduled by mutual agreement within 48 business hours. Upon completion of services, any failures and the reason for failure(s) shall be indicated in reports submitted to the City Contract Administrator. 2.7 Contractor 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 set forth now and any enacted in the future, including any and all Texas Commission on Environmental Quality guidelines and requirements. Contractor shall keep accurate records for services performed and provide the City with copies of manifest for any scrap Contractor Services Agreement Page 14 of 18 Liberty Tire Recycling,LLC tires picked up. Contractor shall provide copies of manifests directly to the person requesting services. 2.8 Contractor and all of its Subcontractors must furnish copies of any certificates and/or licenses 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 Contractor to perform all requirements of this Agreement. Successful Contractor shall keep their certificates and/or licenses up to date throughout the life of this Agreement and submit copies to the City annually. 2.9 Contractor shall provide standard open top or enclosed equal sized and like trailer/container to accommodate the number of tires generated by the centers. 2.9.1 Bidder shall describe below the kind/size of containers that will be used to accommodate the number of tires generated by the centers. City must approve any alternate size or type of container. 2.9.2 Contractor shall provide an empty(exchange)container when picking up the full container. The (exchange) container will be require as per ton or single tire unless the container is bring back to the center the same day. 2.9.3 Size/kind of container Contractor will provide for this Agreement: `-1---� (Example; 40 yard open top, 53' trailer open top, etc.) 2.10 Contractor shall be required to pick up all scrap tires. Delivery of tires with not be made by the City. 2.11 Contractor shall provide all trucks and equipment to pick up and haul scrap tires. Every possible effort shall be made by Contractor to insure that any loading process is safe and protects Contractor's employees or equipment,and the City's employees or equipment from accidents,harm or damage. 2.11.1 Contractor shall use reasonable care to avoid damaging any City property. If the Contractor's failure to use reasonable care causes damage to any property, the Contractor shall replace or repair the damage at no expense to the City.If the Contractor fails or refuses to make such repair or replacement, the Contractor shall be liable for the cost, which may be deducted by the Contract Administrator. 2.12 Upon notification by the City to pick up and transport tires from the City's site,the Contractor shall schedule time of pick up to allow the required City employee to be present when picked up is made. 3.0 TIRE RECYCLING SERVICES FOR PROPERTY MANAGEMENT DEPARTMENT 3.1 Property Management Department—Fleet Division(PMD-Fleet)hours of operation are 7:00 AM to 3:30 PM,Monday through Friday.Contractor shall arrange or schedule a time and day for weekly pick up of scrap tires with PMD Fleet, Tire Shop Supervisor. The scheduled pickup shall be on Friday of each week. Other times and days must be approved in writing by PMD-Fleet. Contractor Services Agreement Page 15 of 18 Liberty Tire Recycling,LLC 3.2 The majority of the scrap tires from PMD-Fleet are the following sizes: 245-55R18; P235/55R17; P265/60R17; P225/60R16;12R22.5; P225/60R18; P235/75R17; LT245/75R17; LT245/75R17; P245/70R19. The city of Fort Worth reserves the right to retain certain heavy-duty truck tires for recapping on an as needed basis. 3.3 Pick up Location-Property Management Department-Fleet,James Avenue Service Center(JASC), 5021 James Avenue,Fort Worth, Texas 76115. 3.4 Contact Person-JASC Supervisor, 817-392-5022 or 817-392-6757 3.5 Upon notification by the City to pick up and transport tires from the City's site,the Contractor shall schedule time of pick up to allow the required City employee to be present when picked up is made. The scheduled pick-up response time must be within 48 business hours of the time requested by City personnel, as this could become a public safety or regulations compliance issue if too many tires accumulate at any one(1)facility. 3.6 Contractor shall provide all trucks and equipment to pick up and haul scrap tires. Every possible effort shall be made by Contractor to insure that any loading process is safe and protects Contractor's employees or equipment,and the City's employees or equipment from accidents,harm or damage. 3.7 Automotive and/or light duty truck tires with 4/32 or less tread and not repairable shall be considered a scrap tire. 3.8 Truck/Heavy Duty tires with a rim diameter of 17.5" thru 25.5" that are not repairable shall be considered a scrap tire. 3.9 Non-repairable off-road light and heavy-duty tires shall be considered scrap tires of all sizes. Contractor Services Agreement Page 16 of 18 Liberty Tire Recycling, LLC EXHIBIT B PRICE SCHEDULE TECHNICAL&FUNCTIONAL REQUIREMENTS:Contractor shall provide all labor,material,supplies and equipment to perform the required tasks Item No, Description Unit of Unit Prue Measure rice per Ton in open top Trailer of scrap tires without rims $325.00 rice per Ton in open top Trailer of scrap tires that may include tires with rims. $325.00 2Fhe City shall pay a separate charge per rim,see line item 15. Ton 3 Price per Ton on enclosed Trailer of scrap tires without rims Ton $325.00 Price per Ton on enclosed Trailer of scrap tires that may include tires with rims $325.00 4 The City shall pay a separate charge per rim,see line item 15 Ton rice per Single tire with rim loaded in open top Trailer No Bid 5 EA rice per Single tire without rim loaded in open top Trailer No Bid 6 EA rice per Single tire with rim loaded in an enclosed Trailer No Bid 7 EA Price per Single tire without rim loaded in an enclosed Trailer No Bid 6 EA Price for pick up at all locations listed on Section 2.3,Exhibit A,Scope of Services No Bid 9 EA rice for pick up for only the following locations:Code Compliance 2400 Brennan No Bid 1 venue,Fort Worth,Texas 76106 Code Compliance 5150 Martin Luther King Jr. EA reeway,Fort Worth,Texas 76113 11 roperty Management-Scrap tire transport,processing and disposal,per ton. Ton No Bid 12 roperty Management-Scrap tire transport,processing and disposal,per single EA No Bid ire with rim. 13 roperty Management-Scrap tire transport,processing and disposal,per single EA No Bid ire without rim. 14 Price per rim when included in price per ton on Line dem 2 or 4 EA No Charge Contractor Services Agreement Page 17 of 18 Liberty Tire Recycling, LLC EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY Liberty Tire Recycling,LLC 580 Gifco Road Midlothian,TX 76065 Contractor hereby agrees to provide City with independent audit basic financial statements,but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Contractor and to execute any agreement,amendment or change order on behalf of Contractor. Such binding authority has been granted by proper order,resolution, ordinance or other authorization of Contractor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Contractor. Contractor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Contractor. 1. Name: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature lame: j r re o esident/CEO Other Title: Date: Contractor Services Agreement Page 18 of 18 Liberty Tire Recycling,LLC AC®R®® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) Illk � 1 vv2018 1 8/1/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). NACT PRODUCER Lockton Companies NA 3280 Peachtree Road NE,Suite#250 PHONE FAX Atlanta GA 30305 E-MAIL E'rt _ ac No (404)460-36M ADDRESS: INSURERS AFFORDING COVERAGE NAIL t INSURER A;Westchester Surplus Lines Insurance Co 10172 INSURED Liberty Tire Recycling,LLC INSURER B:Liberty Mutual Fire Insurance Company 23035 1383905 1251 Waterfront Place 4th Floor INSURER C:Great American Insurance Company 16691 Pittsburgh PA 15222-4261 INSURER D:LM Insurance Corporation 33600 INSURER E: INSURER F: COVERAGES 1188499 CERTIFICATE NUMBER: 14425310 REVISION NUMBER: XXXJCfG x THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRTYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MM/DD MM/DD COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1000 000 A X Y N 627920238003 11/1!2017 11/1!2018 CLAIMS-MADE I X1 OCCUR PREMISES EaEocTMnce $ 500,000 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 11000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 �{ JET LOC PRODUCTS-COMP/OP AGG $ 2,000,000 POLICY D OTHER: $ B AUTOMOBILE LIABILITY Y N AS2-651-291424-037 11/1/2017 11/1/2018 EO e.NED d ntSINGLE LIMIT $ 2,000,000 X ANY AUTO BODILY INJURY(Per person) $ XXXYYM OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ � AUTOS ONLY AUTOS ONLY Per accident $ XXXXXxx C X UMBRELLA LMB X OCCUR N N TUU062953904 11/1/2017 11/1/2018 EACH OCCURRENCE $ 30.000.000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 30,000,000 DED RETENTION$ $ XXXXXXX WORKERS COMPENSATION D AND EMPLOYERS'LIABILITY Y WA5-65D-291424-057�ATOS) 11/1/2017 11/1/2018 X STATUTE ERH -651-291424-047(WD 11/1!2017 11/1/2018 ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ 1000 000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Fort Worth is included as Additional Insured with respects to General Liability and Auto per the terms and conditions of the policy/written contract.A Waiver of subrogation is granted in favor of City of Fort Worth with respects to Workers Compensation as allowed by state law per the requirements by the policy and written contract.30-day notice of cancellation will be provided as required by contract,10 days for nonpayment. CERTIFICATE HOLDER CANCELLATION See Attachment 14425310 City of Fort Worth SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 5020 James Ave THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Fort Worth TX 76115 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTAMVE ©f98-C46-19A_C6RD CORPOOATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Exhibit A Named Insureds: Auburndale Recycling Center, Inc. B.T. Sanitation Service, Inc. Central Carolina Holdings, L.L.C. Liberty Tire Recycling Finance, Inc. Liberty Tire Recycling, LLC Liberty Tire Services of North Carolina, LLC Liberty Tire Services of Ohio, LLC Liberty Tire Services, LLC Liberty/Lakin National Tire Recycling, LLC LTR Products, LLC LTS Management, LLC Quality Tire Recycling, Inc. Quality Tire Recycling, LLC Ridge Recyclers, Incorporated U.S. Tire Holdings, L.L.C. U.S. Tire Recycling Partners, L.P. LTR Holdings, Inc. LTR Intermediate Holdings, Inc. Standard Attachment: 001 Master ID: 1383905,Certificate ID: 14425310