HomeMy WebLinkAboutContract 54254 CSC No. 54254
VENDOR SERVICES AGREEMENT,
M&K RECOVERY GROUP,INC.
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by
and through Jesus J. Chapa, its duly authorized Assistant City Manager, and M&K Recovery Group,Inc.
("Vendor'), a Texas Corporation, and acting by and through Matthew Decareau, its duly authorized
Director of Business Operations, each individually referred to as a°°party" and collectively referred to as
the C'parties.
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule; and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A,
B or C and the terms and conditions set forth in the body of this Agreement,the terms and conditions of
this Agreement shall control.
1. SCOPE OF SERVICES.
Vendor shall provide disposing of gaming machines for the City of Fort Worth (City) Police
Department (FWPD). Exhibit "A," - Scope of Services more specifically describes the services to be
provided hereunder.
2. TERM.
This Agreement shall begin on June 1, 2020, ("Effective Date") and shall expire on May 31,
2021, ("Expiration Date"), unless terminated earlier in accordance with this Agreement("Initial Term").
Upon the expiration of the Initial Term, the Agreement shall renew automatically under the same terms
and conditions for up to four(4) one-year renewal periods,unless City or Vendor provides the other party
with notice of non-renewal at least 30 days before the expiration of the Initial Term or renewal period.
3. COMPENSATION.
City agrees to share commissions with Vendor in accordance with the fee schedule of Vendor
personnel who perform services under this Agreement in accordance with the provisions of this
Agreement and Exhibit "B" — Price Schedule. Specifically, Vendor will receive 50% commissions of
machine sales and part values of recycled machines. If a machine is broken down for parts, Vendor will
receive 50% of the parts value. Total value to be received by Vendor under this Agreement shall not
exceed$48,000. Vendor agrees that the commissions it receives under this agreement will also cover all
its costs associated with the performance of this agreement during the contract term. Vendor shall not
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FT.WORTH, TX
perform any additional services or bill for expenses incurred for City not specified by this Agreement
unless City requests and approves in writing the additional costs for such services. City shall not be liable
for any additional expenses of Vendor not specified by this Agreement unless City first approves such
expenses in writing.
4. TERMINATION.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any
reason by providing the other party with 30 days' written notice of termination.
In
4.2 Non-appropriation of Funds. In the event no fiends or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence
and this Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason, Vendor shall provide City with copies of all completed or partially completed documents prepared
under this Agreement. In the event Vendor has received access to City Information or data as a
requirement to perform services hereunder,Vendor shall return all City provided data to City in a machine
readable format or other format deemed acceptable to City.
5. DISCLOSUR>v OF CONFLICTS AND CONMENTUL INFORMATION.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under
this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers,agents and employees,agrees
that it shall treat all information provided to it by City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
5.3 Unauthorized Access. Vendor shall store and maintain City .Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor shall notify City immediately if the security or integrity of any City
Information has been compromised or is believed to have been compromised, in which event, Vendor
shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what
information has been accessed by unauthorized means and shall fully cooperate with City to protect such
City Information from further unauthorized disclosure.
6. RIGHT TO AUDIT.
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Vendor agrees that City shall, until the expiration of three (3)years after final payment under this
contract, or the final conclusion of any audit commenced during the said three years, have access to and
the right to examine at reasonable times any directly pertinent books, docurnents, papers and records,
including, but not limited to, all electronic records, of Vendor involving transactions relating to this
Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working
hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in
order to conduct audits in compliance with the provisions of this section. City shall give Vendor
reasonable advance notice of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Vendor shall operate as an independent contractor as to
all rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subVendors. Vendor acknowledges that the doctrine of respondeat superior small not apply as between
City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way
be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees
or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of
Vendor shall be entitled to any employment benefits from City.Vendor shall be responsible and liable for
any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants,
employees or subVendor.
S. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY.FIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, 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 VENDOR'S BUSINESS
AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY,, INCLUDING DEATH,
TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR
MALFEASANCE OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES
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8.3 INTELLECTUAL PROPERTY INDEMNIMCATION — Vendor agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement of any
patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation.So long as Vendor bears the cost and expense of payment for claims or actions
against City pursuant to this section,Vendor shall have the right to conduct the defense of any such
claim or action and all negotiations for its settlement or compromise and to settle or compromise
any such claim; however, City shall have the 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
Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment
of costs and expenses for any claim or action brought against City for infringement arising under
this Agreement, City shall have the sole right to conduct the defense of any such claim or action and
all negotiations for its settlement or compromise and to settle or compromise any such claim;
however, Vendor shall fully participate and cooperate with City in defense of such claim or action.
City agrees to give Vendor timely written notice of any such claim or action, with copies of all
papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of
payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this
Agreement. If the software and/or documentation or any part thereof is held to infringe and the use
thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either:
(a) procure for City the right to continue to use the software and/or documentation; or (b) modify
the software and/or documentation to make it non-infringing,provided that such modification does
not materially adversely affect City's authorized use of the software and/or documentation; or (c)
replace the software and/or documentation with equally suitable, compatible, and functionally
equivalent non-infringing software and/or documentation at no additional charge to City; or (d)if
none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement,and
refund all amounts paid to Vendor by City,subsequent to which termination City may seek any and
all remedies available to City under law.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of City. If City grants consent to an assignment,
the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to
be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be
jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the
assignment.
9.2 Subcontract, If City grants consent to a subcontract, sub Vendor shall execute a written
agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by
the duties and obligations of Vendor under this Agreement as such duties and obligations may apply.
Vendor shall provide City with a fully executed copy of any such subcontract.
10. INSURANCE.
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Vendor shall provide City with ceitificate(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
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing 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 lujury by disease;policy limit
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name
City as an additional insured thereon, as its interests may appear.The term City
shall include its employees, officers, officials, agents,and volunteers in respect to
the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation(Right
of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City.Ten (10) days' notice shall be acceptable in
the event of non-payment of premium.Notice shall be sent to the Risk Manager,
City of Fort Worth,200 Texas Street,Fort Worth,Texas 75102, with copies to the
Fort Worth City Attorney at the same address.
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(d) The insurers for all policies roust be licensed and/or approved to do business in
the State of Texas.All insurers must have a minimum rating of A- V1I in the
current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of RisIf Management. If the rating is
below that required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS.
Vendor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws, ordinances,rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If City notifies Vendor of any violation of such laws,ordinances, rules
or regulations, Vendor shall immediately desist from and correct the violation.
12. NON-DISCRIMNATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as
part of the consideration herein, agrees that in the performance of Vendor's duties and obligations
hereunder, it shall not discriminate in the treatment or employment of any individual or group of
individuals on any basis prohibited by Iaw IF ANY CLAIM ARISES FROM AN ALLEGED
VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL
REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST,VENDOR
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND
HOLD CITY HARMLESS FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
To CITY To VENDOR:
City of Fort Worth Ashley Crider
Attn:Jesus J. Chapa,Assistant City Manager Accounting Assistant
200 Texas Street 9101 Wall Street, Ste.400,Austin, TX 78754
Fort Worth,TX 76102-6314 512--836-0300 ext. 7314
s
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Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
14. SOLICITATION OF EMPLOYEES.
Neither City nor Vendor shall, during the 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 sloes not waive or surrender
any of its governmental powers or immunities.
16. NO WAVER.
The failure of City or Vendor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. 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. SEVERASILITY.
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 Vendor shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement,but shall not be held liable should performance of any
obligation created under this Agreement become illegal or impossible by reason of 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, pandemics or epidemics wars, riots, material or labor restrictions by
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any governmental authority, transportation problems, other national or regional emergencies,
and/or any other similar cause not enumerated herein but which is beyond the reasonable control
of the fatty whose performance is affected. 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 event of force majeure as soon as reasonably possible after
the occurrence of the event of force majeure. The form of notice required by this section shall be
the same as section 13 above.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shalt 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 erect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,B,
and C.
22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment,modification, or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including Exhibits A, B and C,contains the entire understanding and agreement
between City and Vendor, their 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 A.greerncnt.
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall,for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
25. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a high quality and conform to generally prevailing
industry standards. City must give written notice of any breach of this warranty within thirty (30) days
from the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a)
use commercially reasonable efforts to re-perform the services in a manner that conforms with the
warranty, or(b)refund the fees paid by City to Vendor for the nonconforming services.
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26. IMMIGRATION NATIONALITY ACT.
Vendor shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor shall adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Vendor employee who is not legally eligible to perform such services. VENDOR
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written
notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
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,
Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product,
and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other
proprietary rights therein, that City may have or obtain, without further consideration, free from any
claim, lien for balance due, or rights of retention thereto on 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 parry, and that such binding authority has been granted by
proper order, resolution, ordinance or other authorization of the entity. This Agreement and any
amendment hereto, may be executed by any authorized representative of Vendor whose name, title and
signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit
"C". Each party is fully entitled to rely on these warranties and representations in entering into this
Agreement or any amendment hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP
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Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records. The president of Vendor or
authorized official must sign the letter.A letter indicating changes in a company name or ownership must
be accompanied with supporting legal documentation such as an updated W-9, documents filed with the
state indicating such change, copy of the board of director's resolution approving the action, or an
executed merger or acquisition agreement, Failure to provide the specified documentation so may
adversely impact future invoice payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the
City is prohibited from entering into a contract with a company :For goods or services unless the contract
contains a mitten verification from the company that it: (1) does not boycott Israel; and (2) wilI 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, Vendor certifies that Vendor's signature provides written verification to the City that
Vendor. (1) does not boycott Israel; and (2)will not boycott Israel during the term of the contract.
IN WITNESS WHEREOI+', the parties hereto have executed this Agreement in multiples this
JUL day of ci 20�O
(si,ag nature page follows)
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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. sJ.Chapa(Aug 2010:47CDT) this contract,including ensuring all performance and
Name: Jesus J. Chapa reporting requirements.
Title: Assistant City Manager
Date: By: Sasha Kane(AUg 6,202011:07 CDT)
Name:Sasha Kane
APPROVAL RECOMMENDED: f Title:Sr.Contract Compliance Spec. l
APPROVED AS TO FORM AND LEGALITY.
1
661A,
By: Edwin Kraus(Aug 7,2020 08:22 CDT)
Name: Edwin Kraus Taylor Paris
Title: Chief of Police Taylor Paris(Aug 7,202010:03 CDT)
4,p440p4�� By.
��F FORt�%oaa Name: Taylor Paris
ATTEST: o °op Title: Assistant City Attorney
dv8 oo
=P
p°a °° °°b� CONTRACT
By: �C� aab nEXA5o4b AUTHORIZATION:M&C:_.
(/ 20-0484 08/04/2020
Name: Mary J.Kayser HB 1295: 2020-603374
Title: City Secretary
VENDOR:
M&KRecovery Group,Inc. ATTEST:
By: By: _
Name: Matthew Decareau Name:
Title:? Director of Business Operations Title: r
Date: -�
OFFICIAL RECORD
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FT.WORTH, TX
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EXHIBIT A
SCOPE OF SERVICES
Proposed Operations Plan for FWPD
M&K Recovery Group would carry out the proposed contract with the City of Fort Worth
according to our established and proven business plan.
Flow Chart
rf.FWPD $eizes 2.M&K Provides#of 4. MU Creates
Gambling Schedules Pickup Cases andlor Baraode labels
MachinesMachines Prior for Machines
to Pickup
& M&K Labels& 6. Machines 7. detailed
signs for Transferred to Inventory S. 5ales/kecyale
Machines MU Warehouse Created
9.Payment 1p_ Shipping Il-Inventory 12.Monthly
Processed Updated Reporting
1. FWPD seizes gambling i-nachines.
2. FWPD contacts M&K Recovery Group to schedule a date and time for pick up.
3. FWPD provides the total number of cases and the total number of machines per case
prior to the pickup date.
4. M&K will create barcode labels for each individual machine prior to pick up. We will
create an MKT# (unique identifier) to keep track of the sale of that machine. The MKT#
will reflect the total of the machine in the load(If there are 50 machines, the#will reflect
if it is 1, 2, or 3 out of the 50).The case#will be used to keep track of the count of
machines within that case (If there are 5 machines in a case, the case#will reflect if it is
M&K Recovery Group,IncNendor Services Agreement
Exhibit A Page 13 of 19
1 of 5,2 of 5, etc.). Scannable barcodes will be on the labels for easy inventory tracking.
See example labels below:
MKT # 1234-1 1234--2
case# 18-12345-1 18-12345-2
Vendor FWPD FWPD
MKT#Barcode
Cabinet- Board screen-8V- Cabinet Baard-5ereen-jqV-
Cabinet-ward-Screen-RV-
Grade Grade
Grade
5. At pickup, M&K will label machines accordingly as they are being loaded in our truck.
Depending on the number of machines, M&K will use its own Bobtail truck and/or use a
third-party trucking company. We will also send 1-3 of our employees to help load the
machines. Once the machines are loaded, a Bill of Lading(BOL)will be provided stating
the address of pick up, the destination of drop-off, and the number of machines we
loaded. The BOL will be signed by a FWPD officer and an M&K employee. Both parties
will have a copy. M&K will now be responsible for said machines. If a full case of
machines cannot be found at the time of pickup, M&K prefers not to take a partial case
unless insisted upon by FWPD. If M&K takes a partial case, it will be noted on both
parties BOL's.
6. Machines will go directly to M&K Warehouse from FWPD pick up location.
7. M&K will create an inventory list in excel within 72 hours of receiving machines. The
list will be sent to the corresponding FWPD officer, confirming the number of machines
we received. Machines will be inspected as they are being unloaded and labels will be
updated to include:
A Cabinet—description
➢ Board—type of board
➢ Screen—size/type of screen
➢ BV--type of bill validator
➢ Grade—condition of cabinet(A, B, C, and P =parts)
8. Machines will either be sold or torn down for parts. Parts machines are determined by the
condition and popularity. if an A, B, or C machine is turned into a parts machine, it will
be updated in the spreadsheet. Any machine received with less than$100 value will be
considered e-scrap and will provide $0 commission. The information below describes
how we evaluate market value, sales procedures, recycling, regulation, and the web
portal.
M&K Recovery Group, lncNeador Services Agreement
—Exhibit A, Page 14 of 19
1. Market Value: To determine market value,we research pricing for parts,
complete machines, and board ready cabinets in online markets, such as LSO
Auctions, eBay, and other competitors.
11. Sales Process: We evaluate each machine received, considering the age of the
machine, current market condition, and what makes the most money. We work to
maximize the revenue from each machine, because we work on a percentage of
the sale, we both benefit from a higher sale price. If we see that the market is
better to sell these machines as individual systems, we can hit the market through
our online channels. If buyers are asking for bulls orders of machines to fill a
need,we can facilitate their request with the sale of a truckload. We are a
complete solution, offering customers the ability to buy parts, one machine, or a
trailer Ioad.
.III. Recyeling_/Parts: Some items, such as those that do not fiinction, will bring a
higher return when recycled. Partnering with recycling and asset recovery experts
is crucial. M&K ownership delivers on three decades of experience in the
recycling and refuting industry_ "Going Green"means implementing
organizational strategies that will properly manage and reduce your waste
streams. M&K welcomes the opportunity to discuss solutions to your recycling
and asset recovery initiatives.
Protecting the environment and our clients is M&K's top priority. No hazardous wastes
are sent to landfills. Our product knowledge and processing expertise combined
with the broadest spectrum of in-house recycling capabilities, including
state-of-the-art chernicaI refining, shredding, and testing, allow us to maximize
your ROL
If a trailer is full of older machines, where the parts would sell faster, and for more
money than the complete machine, we will send the machines through the reclaim
process. This will allow us to harvest parts that are sellable, while properly
recycling the parts that are not. The inventory spreadsheet will be updated to show
which machines get recycled and a recycled value breakdown will be added.
IV. Regulation: Unlike most of the other items we sell, gambling machines require
careful regulation and enforcement to prevent them from being used illegally
again. M&K would require a Bill of Lading with a slip to address outside the
State, or in cases of local pick up, an out of State driver's license. M&K considers
such documentation as essential as payment;products do not leave our facility
until we have all forms in our possession.
9. A settlement for payment will be issued to FWPD when all the machines in a case sell
and/or parted out. The settlement order will state the Case#,#of machines in the case,
payment terms, and check amount.
M&K Recovery Group, Inc.Vendor Services Agreement
—Exhibit A, Page 15 of 19
10. If a customer uses a third-party trucking company to pick up machines, M&K will
request Bill of Lading that shows the machines are being shipped out of the State of
Texas. An out of state driver's license must be provided if a customer is picking up the
games themselves. A photocopy will be kept on file.
11. Inventory is updated after each sale and a physical inventory count will be done once a
month.
12. Once a month M&K will provide a report that lists each Case#, MKT#, Date of Pick-up,
whether the case is complete or not, the# of machines received in that case, the
settlement amount with check number, or the amount owed with the number of games
unsold.M&K operates using an open book approach; if the City requires additional
information in these reports, we will do our best to provide it. M&K will maintain on file
copies of reports and required documents for a period of at least five years.
M&K Recovery Group, lnc.Vendor Services Agreement
—Exhibit A, Page 16 of 19
EXHIBIT B
PRICE SCHEDULE
M&K Recovery Group
Payment Options
1. M&K receives gaming machines
2_ M&K creates detailed inventory list organized by case#'s
3_ M&K creates a purchase amount for each case#and sends the list to FWPD
4. Any machine received with less than$100 value will be considered e•-scrap and will
provide$0 commission
5. M&K will 'issue a settlement order and payment within a specified period
M&K Recovery Group will offer the city 50% commissions of machine sales and part values of recycled
machines. If a machine is broken down for parts, M&K will offer 50% of the parts value and will
provide a breakdown of the parts and values. See example of machine sales commission and
parts value commission below:
Machine Value Compassion Inple
Item Date i Screen4' Bil[ FIB. M&K.
Case Number: _ vendor + aWhet goarc[. _ fold
Name ,Recei ved Size [Accepter.:- P-_.- ra "e ! �'otai Total
]fI/2020 Flt a Metal URI GEC BA Parts $184.32 $ 92.4 $ 92.46
11112020 RVPE1 Metal Utz I LQL 17" W13A B $300.00 $150.0@ $?SD.aB
Eltem Name;.__.Case _ ;Vendor Cabinet;{Kecycl_e) _J _ Board:. ----�
- .... .
;Yueigrit lbs T-tQvarts Price M&!C'
77]Y 1 20]11I1-1 FWPO Metal Cabinet $6.00 BBl $75.g0 19" $4o.oq WBA $10.g0 PS $IO.gO 156 $ 141.g0I $7q.50
IM--2 20-11111-2 FWPD Meta!Cabinet $6-241 BB1 1 $75.00 1 none $ - WBA 1 M16 1 none $ - 156 $ 91.24 $45.62
Party Va&ie Commission E.raniple
Sales Description M&K Commission FWPD Commission
Whale Machine Sales 50% 50%
Recycled Machine Value 50% 50%
The 500/q commissions M&K retains will cover costs during the contract period:
• transportation costs
® processing costs
• labor costs
• inventory costs
18-04060 Vendor Services Agreement—Exhibit B Page 17 of 19
e administrative costs
M&K Recovery Group vs. Typical Auctioneer
M&K Recovery Group Typical Auctioneer
Storage and M&K pays for transportation and stores the All items sold from City of Fort Worth
Transportation machines throughout the sales process Pro e
rty
Attention to Each M&K inspects each load to determine the best sales All the machines sold as one large lot
Item avenue,truckload,lot,piece,or recycle
M&K can sale units individually or by truckload and Potential customers limited to those
Sales Presence thereby appeals to a larger pool of buyers.By selling that can afford and store a large
on eBay as well as directly,we showcase our quantity of machines and that already
products to millions of buyers: know about their auction site
M&K has full logistics capabilities to safely pack Customers must pick up from City of
Shipping and ship items a!I over the world Fort Worth property,making anonymity
im ossible
M&K has staff of professionals that understand this Potential customers call the City with
Staff process and todays markets questions,The City must facilitate pick
up with the winning bidder
Environmental M&K recycles all broken machines in an All machines that need to be recycled
Responsibility environmentally responsible manner.For a complete are either subcontracted or Ieft to the
end to end solution customer
M&K Recovery Group, Inc.Venclor Services Agreement
—Exhibit A, Page 18 of 19
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
M&K RECOVERY GROUP,INC.
9101 WALL STREET,STE 400,AUSTIN,TX 78754
512-836-0300
Vendor 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 ("1~'orin") hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation
set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an
updated Form within ten (10) business days if there are any changes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised .Form that has been properly
executed by Vendor.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: Vk��fik�w
Signature o President/CEO
Other Title: -otc wi e� 1L5 vt:e�S
Date: /2-7/a r) — —
� 1 _
20-0099 Vendor Services Agreement—Exhibit C Page 19 of 19
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORT WORTH
REFERENCE **M&C 20- 13P20-0099 GAMING
DATE: 8/4/2020 NO.: 0484 LOG NAME: MACHINE DISPOSAL
SERVICES AR
CODE: G TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Revenue Agreement with M&K Recovery Group for Gaming Machine Disposal
Services, and Authorize Four Annual Renewal Options for the Police Department (ALL
COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize a revenue agreement with M&K Recovery Group for
Gaming Machine Disposal Services and authorize four annual renewal options for the Police
Department.
DISCUSSION:
The Police Department approached the Purchasing Division to procure an annual agreement for
gaming machine disposal services and Purchasing issued a Request for Proposals (RFP). The
RFP consisted of detailed specifications describing services the firm is to perform for this
agreement.
The RFP was advertised in the Fort Worth Star-Telegram on February 26, 2020, March 4, 2020,
March 11, 2020, March 17, 2020, March 18, 2020 March 25, 2020, March 31, 2020 and April 1,
2020. Two responses were received. The proposals were reviewed by an evaluation committee
consisting of staff from the Police Department.
Staff from the Police Department evaluated the proposals submitted on best value criteria including
qualifications, experience, and reputation. M&K Recovery Group was determined to provide the best
value to the City of Fort Worth. Accordingly, staff recommends awarding a one-year agreement to
M&K Recovery Group with four one-year options to renew.
M&K Recovery Group will be required to conduct the sale and destruction of confiscated gaming
machines. This is a revenue generating agreement with sale proceeds credited to the appropriate City
fund account center. The City will retain fifty (50) percent of gaming machines' revenue from this
service to be deposited to the State Asset Forfeiture Fund.
A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing
Division and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the
purchase of goods or services is from sources where subcontracting or supplier opportunities are
negligible.
Upon City Council approval, the Agreement shall begin upon execution of the Agreement and expire
one year from that date.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and execution of
the agreement, funds will be deposited into the State Asset Forfeiture Fund. The Police Department
(and Financial Management Services) is responsible for the collection and deposit of funds due to the
City.
BQN\\
TO
Fund Department Account Project Program Activity Budget Reference# Amount
http://apps.cfwnet.org/council_packet/mc review.asp?ID=28053&councildate=8/4/2020 8/7/2020
M&C Review Page 2 of 2
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
Submitted for City Manager's Office by: Jesus J. Chapa (5804)
Originating Department Head: Reginald Zeno (8517)
Additional Information Contact: Cynthia Garcia (8285)
A'ja Robertson (8585)
ATTACHMENTS
http://apps.cfwnet.org/council_packet/mc review.asp?ID=28053&councildate=8/4/2020 8/7/2020