HomeMy WebLinkAboutContract 44362 (2)CliTY 1FCRETARY Ai "
CONTRACT NO. vi.tq ?If
STATE OF TEXAS
KNOWN ALL BY THESE PRESENTS
COUNTY OF TARRANT
CONTRACT FOR ELECTRONIC WASTE (E-WASTE) COLLECTION,
REUSE, RECYCLING, AND DISPOSAL SERVICES
This Contract is entered into by and between the City of Fort Worth, a home -rule
municipality located within Tarrant, Denton, Parker, and Wise Counties, Texas ("City"),
acting through Charles Daniels, its duly authorized Assistant City Manager, and
Goodwill Industries of Fort Worth a Texas non-profit corporation located in Tarrant
County, Texas (Goodwill" or "Contractor"), acting through David Cox its duly authorized
Acting CEO
In consideration of the mutual promises and benefits of this Contract, the City and the
Contractor agree as follows:
ARTICLE 1.
SCOPE OF CONTRACTOR'S SERVICES
Contractor hereby agrees to perform as an independent contractor the services set forth
in the Scope of Services attached hereto as Attachment "A".
ARTICLE 2.
COMPENSATION
The Parties agree, that as fair and complete compensation for the services provided
herein, GOODWILL shall retain any and all profit from the sales, reuse, and recycling of
the E-Waste it collects pursuant to the Agreement.
ARTICLE 3.
TERM
This term of this contract shall be for a period of one (3) years beginning from the date
of execution and may be extended by subsequent agreement of both parties for two (2)
additional periods of one (1) year each for a total of five (5) years. For subsequent
renewals all conditions, terms, and pricing shall remain the same as stated in the
original contract unless otherwise agreed upon in writing by both parties in a duly
authorized contract amendment.
OFFICIAL RECORD
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ARTICLE 4.
INDEPENDENT CONTRACTOR
The City agrees to hire Contractor as an independent contractor, and not as an officer,
servant, or employee of the City. Contractor shall have the exclusive right to control the
details of the work performed hereunder, and all persons performing same, and shall be
solely responsible for the acts and omissions of its officers, agents, employees, and
subcontractors. Nothing herewith shall be construed as creating a partnership or joint
venture between the City and Contractor, its officers, agents employees, and
subcontractors; and the doctrine of respondent superior has no application as between
the City and Contractor.
ARTICLE 5
INDEMNIFICATION
Section 1.
Definitions.
In this Article, the following words and phrases shall be defined as follows:
Environmental Damages shall mean damages which are incurred as a result of
negligence, an intentional tort, failure to meet a standard of care exercised by
companies providing similar services in the state of Texas, or a violation of
environmental requirements pertaining to work performed under this contract by the
Contractor and/or Subcontractors, and including without limitation:
a. Damages (both direct and indirect damages including consequential and
punitive damages) for personal injury and death, or injury or impairment to
property or natural resources; and
b. Fees incurred for the services of attorneys, consultants, contractors, experts,
laboratories and other reasonable costs required by any federal, state or local
governmental agency or otherwise expended to investigate and remedy the
environmental damages including any consultant's and attorney's fees, costs
and expenses incurred in enforcing this contract or collecting any sums due
hereunder.
Environmental Requirements shall mean all statutes, regulations, rules, plans, permits
and authorizations 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, emissions, discharges, releases, or threatened releases of
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hazardous materials, pollutants, contaminants or hazardous or toxic
substances, materials, or wastes whether solid, liquid, or gaseous in nature,
into the air, surfacewater, 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 other requirements pertaining to the protection of the environment and the
health and safety of employees or the public.
Section 2.
General Indemnification CONTRACTOR SHALL INDEMNIFY, HOLD HARMLESS,
RELEASE, REIMBURSE, AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND
EMPLOYEES AGAINST ANY AND ALL CLAIMS, ACTIONS SUITS, DEMANDS,
PREEDINGS, COSTS, DAMAGES, AND LIABILITIES, INCLUDING ATTORNEYS
FEES AND COSTS OF INVESTIGATION AND LITIGATION ARISING OUT OF OR
RESULTING FROM ANY ACTS OR OMISSIONS OF CONTRACTOR, ITS AGENTS,
EMPLOYEES, SUBCONTRACTORS, VENDORS, AND SUPPLIERS IN THE
EXECUTION OR PERFORMANCE OF THIS CONTRACT.
THIS INDEMNIFICATION INCLUDES BUT IS NOT LIMITED TO THE FOLLOWING:
a. SOLE OR JOINT NEGLIGENCE
b. ANY INTENTIONAL TORT, FRAUD, MALACE, MALFEASANCE, OR CRIME
c. VIOLATION OF A LAW OR REGULATION
d. BREACH OF ANY DUTY TRIGGERING STRICT LIABILITY
e. THE INFRINGEMENT OF ANY TANGIBLE, INTANGIBLE, OR INTELLECTUAL
PROPERTY INTEREST
f. FAILURE TO PAY A DEBT INCURRED PARTIALLY OR WHOLLY IN
PERFORMANCE OF THIS CONTRACT
g. ANY CLAIM FOR DAMAGE TO A PERSON'S REAL OR PERSONAL
PROPERTY INTEREST, OR PERSONAL INJURY, AND/OR DEATH.
FOR THE PURPOSES OF THIS ARTICLE, DAMAGES SHALL BE CONSTRUED
BROADLY TO INCLUDE CURRENT AND FUTURE DAMAGES, AND DIRECT AND
INDIRECT DAMAGES SUCH AS PUNATIVE, EXEMPLARY, AND CONSEQUENTIAL
DAMAGES
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Section 3.
Environmental Indemnification. CONTRACTOR DOES HEREBY RELEASE,
INDEMNIFY, DEFEND, REIMBURSE, AND HOLD HARMLESS THE CITY, ITS
OFFICERS, AGENTS, AND EMPLOYEES, AGAINST ANY AND ALL
ENVIRONMENTAL DAMAGES AND THE CONSEQUENCES OF A VIOLATION OF
ANY AND ALL ENVIRONMENTAL LAWS, STATUTES, REGULATIONS, OR
REQUIREMENTS ARISING FROM CONTRACTOR'S OPERATIONS UNDER THIS
AGREEMENT WHEN SUCH ENVIRONMENTAL DAMAGES OR VIOLATION OF
ENVIRONMENTAL REQUIREMENTS ARE CAUSED BY THE ACT OR OMISSION OF
CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS,
OR THE JOINT ACT OR OMISSION OF CONTRACTOR, ITS OFFICERS, AGENTS,
EMPLOYEES, OR SUBCONTRACTORS AND ANY OTHER PERSON OR ENTITY
AND WHICH ARE DIRECTLY RELATED TO EITHER (i) NEGLIGENCE; (ii)
INTENTIONAL OR WILLFUL MISCONDUCT, (iii) RELATED TO A VIOLATION OF A
LAW REGULATION, OR PERMIT; OR (iv) A BREACH OF A DUTY OF CARE OR
PROFESSIONAL STANDARD.
Section 4.
The obligations of the Contractor under this Article shall include but not be limited to,
the burden and expense of defending all claims, suits and administrative proceedings
(with counsel reasonably approved by the City), even if such claims, suits or
proceedings are groundless, false, or fraudulent, and conducting all negotiations of any
description, and paying and discharging, when and as the same become due, any and
all judgments, penalties or other sums due against such indemnified persons.
Upon learning of a claim, lawsuit or other liability which Contractor is required
hereunder to indemnify, City shall provide Contractor with reasonable timely notice of
same.
The obligations of the Contractor under this Article shall survive the expiration or
termination of this Agreement and the discharge of all other obligations owed by the
parties to each other hereunder.
ARTICLE 6
INSURANCE
The Contractor certifies it has, at a minimum, current insurance coverage as detailed
below and will maintain it throughout the term of this Contract. Prior to commencing
work, the Contractor shall deliver to City, certificates documenting this coverage. The
City may elect to have the Contractor submit its entire policy for inspection.
A. Insurance coverage and limits:
1. Commercial General Liability Insurance
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$1,000,000 each occurrence; $2,000,000 aggregate
2. Professional Liability Insurance
$1,000,000 each occurrence; $1,000,000 aggregate
3. Automobile Liability Insurance
Coverage on vehicles involved in the work performed under this contract:
$1,000,000 per accident on a combined single limit basis or'
$500,000 bodily injury each person; $1,000,000 bodily injury each accident; and
$250,000 property damage
The named insured and employees of Contractor shall be covered under this
policy. The City of Fort Worth shall be named an Additional Insured, as its
interests may appear. Liability for damage occurring while loading, unloading and
transporting materials collected under the Contract shall be included under this
policy.
4. Worker's Compensation
Coverage A: statutory limits
Coverage B: $100,000 each accident
$500,000 disease -policy limit
$100,000 disease -each employee
Certificates of Insurance evidencing that the Contractor has obtained all required
insurance shall be delivered to the City prior to Contractor proceeding with the
Contract.
1. Applicable policies shall be endorsed to name the City an Additional Insured
thereon, as its interests may appear. The -term City shall include its employees,
officers, officials, agents, and volunteers as respects the Contracted services.
2. Certificate(s) of Insurance shall document that insurance coverage specified
herein are provided under applicable policies documented thereon.
3. Any failure on part of the City to request required insurance documentation shall
not constitute a waiver of the insurance requirements.
4. A minimum of thirty (30) days notice of cancellation or material change in
coverage shall be provided to the City. A ten (10) days notice shall be acceptable
in the event of non-payment of premium. Such terms shall be endorsed onto
Contractor's insurance policies. Notice shall be sent to Department of Risk
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Management, City of Fort Worth, 1000 Throckmorton Street, Fort Worth, Texas
76102
Insurers for all policies must be authorized to do business in the state of Texas or
be otherwise approved by the City; and, such insurers shall be acceptable to the
City in terms of their financial strength and solvency.
6. Deductible limits, or self -insured retentions, affecting insurance required herein
shall be acceptable to the City in its sole discretion; and, in lieu of traditional
insurance, any alternative coverage maintained through insurance pools or risk
retention groups must be also approved. Dedicated financial resources or Letters
of Credit may also be acceptable to the City.
7 Applicable policies shall each be endorsed with a waiver of subrogation in favor
of the City as respects the Contract.
8. The City shall be entitled, upon its request and without incurring expense, to
review the Contractor's insurance policies including endorsements thereto and, at
the City's discretion; the Contractor may be required to provide proof of insurance
premium payments.
9. The Commercial General Liability insurance policy shall have no exclusions by
endorsements unless the City approves such exclusions.
10. The City shall not be responsible for the direct payment of any insurance
premiums required by the contract. It is understood that insurance cost is an
allowable component of Contractor's overhead.
11. All insurance required above shall be written on an occurrence basis in order to
be approved by the City.
12 Subcontractors to the Contractor shall be required by the Contractor to maintain
the same or reasonably equivalent insurance coverage as required for the
Contractor. When subcontractors maintain insurance coverage, Contractor shall
provide City with documentation thereof on a certificate of insurance
Notwithstanding anything to the contrary contained herein, in the event a
subcontractor's insurance coverage is canceled or terminated, such cancellation
or termination shall not constitute a breach by Contractor of the contract.
ARTICLE 7
BONDS
A. Payment and Performance Bonds. Before beginning the work, the Contractor
shall be required to execute to the City of Fort Worth, a payment bond if the
contract is in excess of $25,000 and a performance bond if the contract is in
excess of $100,000. The payment bond is solely for the protection and use of
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payment bond beneficiaries who have a direct contractual relationship with the
Contractor or subcontractor to supply labor or material; and in 100% the amount
of the Contract The performance bond is solely for the protection of the City of
Fort Worth in 100% the amount of the Contract; and conditioned on the faithful
performance by Contractor of the work in accordance with the plans,
specifications, and contract documents. Contractor must provide the payment
and performance bonds, in the amounts and on the conditions required, within 14
calendar days after Notice of Award.
B. Requirements for Sureties. The bonds shall be issued by a corporate surety duly
authorized and permitted to do business in the State of Texas that is of sufficient
financial strength and solvency to the satisfaction of the City. The surety must
meet all requirements of Article 7 19-1 of the Texas Insurance Code All bonds
furnished hereunder shall meet the requirements of Chapter 2253 of the Texas
Government Code, as amended.
In addition the surety must (1) hold a certificate of authority from the United
States Secretary of the Treasury to qualify as a surety on obligations permitted or
required under federal law; or (2) have obtained reinsurance for any liability in
excess of $100,000 from a reinsurer that is authorized and admitted as a
reinsurer in the state of Texas and is the holder of a certificate of authority from
the Untied States Secretary of the Treasury to qualify as a surety on obligations
permitted or required under federal law. Satisfactory proof of any such
reinsurance shall be provided to the City upon request. The City, in its sole
discretion, will determine the adequacy of the proof required herein.
No sureties will be accepted by the City that are at the time in default or
delinquent on any bonds or which are interested in any litigation against the City.
Should any surety on the Contract be determined unsatisfactory at any time by
the City, notice will be given to the Contractor to that effect and the Contractor
shall immediately provide a new surety satisfactory to the City.
ARTICLE 8.
WARRANTY
Contractor warrants that it understands the actual and potential hazards which are
presented to persons, property and the environment by the type of work to be
performed under this contract.
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.
ARTICLE 9
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DEFAULT AND TERMINATION
A. Contractor or City shall not be deemed to be in default because of any failure to
perform in a timely manner under this contract, if the failure arises from acts of
God, acts of the public enemy, fires epidemics, quarantine restrictions, labor
strikes, freight embargoes, and unusually severe weather, except however that
Contractor shall take all reasonable measures to mitigate any delays and costs.
The City in all circumstances reserves the right to obtain performance of the
services anticipated by this contract from another Contractor at its sole discretion
for any reason and such an act will not be deemed to be a breach by the City.
B. If Contractor fails to begin work herein provided for within the time specified
above, or to complete such work within the time specified above, within the true
meaning of this contract, City shall have the right to take charge of and complete
the work in such a manner as it may deem appropriate. If City exceeds the costs
detailed in the attached documents, City may deliver to Contractor a written
itemized statement of the total excess costs, and Contractor shall reimburse City
for such excess costs without delay.
If the failure to perform is caused by the failure of a subcontractor to perform, and
if such failure was beyond the control of both the Contractor and the
subcontractor, without their fault or negligence, Contractor shall not be deemed
to be in default unless the subcontracted supplies or services were reasonably
obtainable from other sources.
D. Alternatively, if at any time during the term of this contract the work of Contractor
fails to meet the specifications of the contract documents, City may notify
Contractor of the deficiency in writing. Failure of Contractor to correct such
deficiency and complete the work required under this contract to the satisfaction
of City within ten days after written notification shall result in termination of this
contract. All costs and attorneys fees incurred by City in the enforcement of any
provision of this contract shall be paid by Contractor.
E Notwithstanding any other provision of this contract City or Contractor may
terminate this Contract with or without cause upon thirty (30) days written notice
to the other party provided that such termination shall be without prejudice to
any other remedy the City may have.
The remedies provided for herein are in addition to any other remedies available
to City elsewhere in this contract.
ARTICLE 10.
LICENSES AND PERMITS
Contractor certifies and warrants that on the day any work is to commence under this
contract and during the duration of the contract it shall have and maintain all of the
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current valid, and appropriate federal, state, and local licenses, authorizations,
notifications, and permits necessary for the provision of services under this contract.
Contractor also certifies and warrants that if it uses any subcontractor in the
performance of this contract, that such subcontractor shall have and maintain all of the
current, valid, and appropriate federal, state, and local licenses, authorizations,
notifications, and permits necessary for the provision of services under this contract.
ARTICLE 11.
OBSERVE AND COMPLY
Contractor shall at all times observe and comply with all federal, state, and local laws,
regulations, and requirements and with all City ordinances and regulations which in any
way affect this Agreement and the work hereunder, and shall observe and comply with all
orders, laws ordinances and regulations which may exist or may be enacted later by
governing bodies having jurisdiction or authority for such enactment. No plea of
misunderstanding or ignorance thereof shall be considered. Contractor agrees to defend,
indemnify and hold harmless City and all of its officers, agents and employees from and
against all claims or liability arising out of the violation of any such order, law, ordinance, or
regulation, whether it be by itself or its employees.
ARTICLE 12
MODIFICATION
No amendment or modification of this Contract shall be binding on the Contractor
or the City unless set out in writing and signed by both parties. No amendment or
modification shall be binding upon the City unless signed by the City Manager or an
Assistant City Manager of the City of Fort Worth. Any changes to the scope of work or
compensation must be in the form of a written formal, authorized modification of this
contract that is in accordance with all applicable state and city laws, regulations, and
ordinances.
In no event shall any verbal authorization changing the scope of work or verbal
agreements for additional compensation be binding upon the City Contractor expressly
agrees a) not to make changes to its legal, financial, or logistical position on any matter
based on any oral representation by an employee, contractor, or agent of the City prior
to obtaining a written modification to this contract; b) that it waives any claim based
upon reliance or estoppel as a result of acting or not acting due to an alleged oral
change to a material term of this contract from the City its employees, contractors, or
agents; and c) that it waives any claim for compensation for work performed based
upon an alleged oral change to a material term of this contract from the City, its
employees, or agents.
ARTICLE 13.
RIGHT TO AUDIT
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City and Contractor agree that, until the expiration of three (3) years after the final
payment under this Contract, the City shall have access to and the right to examine any
directly pertinent books, documents, papers and records of the Contractor involving
transactions relating to this Contract. Contractor further agrees to include in all its
subcontracts hereunder a provision to the effect that the subcontractor agrees that the
City shall, until the expiration of three (3) years after final payment under the
subcontract, have access to papers and records of such subcontractor involving
transactions relating to the subcontract. The term 'subcontract" as used herein includes
purchase orders.
ARTICLE 14.
MINORITY AND WOMAN BUSINESS ENTERPRISE
(M/WBE) PARTICIPATION
In accordance with the City s Diversity Business Enterprise (DBE) Ordinance,
Ordinance No. 20020-12-2011, the City has goals for the participation of Disadvantaged
Business Enterprises in City contracts. Consultant acknowledges the M/WBE goal
established for this Agreement and its commitment to meet that goal. Any
misrepresentation of facts (other than a negligent misrepresentation) and/or the
commission of fraud by the Consultant may result in the termination of this Agreement
and debarment from participating in City contracts for a period of time of not Tess than
three (3) years.
ARTICLE 15.
NON-DISCRIMINATION
During the performance of this contract, Contractor shall not discriminate in its
employment practices and shall comply with all applicable provisions of Chapter 17,
Article III of the Code of the City of Fort Worth.
Contractor agrees not to discriminate against any employee or applicant for
employment because of because of age, race, color, religion, sex, disability, national
origin, sexual orientation, transgender, gender identity or gender expression in any
manner involving employment, including the recruitment of applicants for employment,
advertising, hiring, layoff, recall, termination of employment, promotion, demotion,
transfer, compensation, employment classification, training and selection for training or
any other terms, conditions or privileges of employment.
Contractor agrees to post in conspicuous places available to employees and applicants
for employment, notices setting forth the provisions of the non-discrimination clause.
Contractor also agrees that in all solicitations or advertisements for employees placed
by or on behalf of this contract, that Contractor is an equal opportunity employer.
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Notices, advertisements, and solicitations placed in accordance with federal law, rule or
regulation shall be deemed sufficient for the purpose of meeting the requirements of this
section.
ARTICLE 16.
GOVERNING LAW
The City and Contractor agree that the validity and construction of this contract shall be
governed by the laws of the State of Texas, except where preempted by federal law.
ARTICLE 17.
SEVERABILITY
The provisions of this contract are severable; and if for any reason any one or more of
the provisions contained herein are held to be invalid, illegal or unenforceable in any
respect, the invalidity, illegality or unenforceability shall not affect any other provision of
this contract, and this contract shall remain in effect and be construed as if the invalid,
illegal or unenforceable provision had never been contained in the contract.
ARTICLE 18.
RIGHTS AND REMEDIES NOT WAIVED
In no event shall the making by the City of any payment to Contractor constitute or be
construed as a waiver by the City of any breach of covenant, or any default which may
then exist, on the part of Contractor, and the making of any such payment by the City
while any such breach or default exists shall in no way impair or prejudice any right or
remedy available to the City with respect to such breach or default Any waiver by either
party of any provision or condition of the contract shall not be construed or decreed to
be a waiver of any other provision or condition of this Contract, nor a waiver of a
subsequent breach of the same provision or condition, unless such waiver be
expressed in writing by the party to be bound.
ARTICLE 19.
VENUE AND JURISDICTION
If any action whether real or asserted, at law or in equity arises on the basis of any
provision of this Agreement, venue for such action shall he in state courts located in
Tarrant County, Texas or the United States District Court for the Northern District of
Texas — Fort Worth Division. Contractor affirms that it is subject to the jurisdiction of
said Courts and will not contest jurisdiction or venue as specified herein having
consented in this agreement with full prior knowledge as to forum.
ARTICLE 20.
NOTICES
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Any notices, bills, invoices or reports required by this contract shall be sufficient if sent
by the parties in the United States mail, postage paid, to the address noted below:
If to the City:
If to the Contractor:
Kim Mote, Assistant Director
Code Compliance Department
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102-6311
David Cox, Acting CEO
Goodwill Industries of Fort Worth
PO Box 15520
Fort Worth, TX 76119
ARTICLE 21.
ASSIGNMENT
The City and Contractor bind themselves and any successors and assigns to this
contract. Contractor shall not assign, sublet, or transfer its interest in this contract
without written consent of the City. Nothing herein shall be construed as creating any
personal liability on the part of any officer or agent of the City, nor shall it be construed
as giving any rights or benefits hereunder to anyone other than the City and Contractor.
If Contractor desires to subcontract any service(s) to be performed under this contract,
Contractor agrees to obtain the City's written acceptance of such subcontractor(s)
before allowing any subcontractor(s) to perform designated service or services. Failure
of the Contractor to obtain the City's written acceptance of any and all of the
Contractor's subcontractors used in the performance of this agreement shall be grounds
for automatic termination. In addition, Contractor acknowledges that City may, at City's
own discretion, perform on -site audits of all proposed subcontractors' facilities in order
to determine acceptability of the Subcontractor(s).
ARTICLE 22.
NO THIRD -PARTY BENEFICIARIES
This Agreement shall inure only to the benefit of the parties hereto and third persons not
privy hereto shall not, in any form or manner, be considered a third party beneficiary of
this Agreement Each party hereto shall be solely responsible for the fulfillment of its
own contracts or commitments.
ARTICLE 23.
CONTRACT CONSTRUCTION
The parties acknowledge that each party and, if it so chooses, its counsel have
reviewed and revised this Agreement and that the normal rule of construction to the
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effect that any ambiguities are to be resolved against the drafting party must not be
employed in the interpretation of this Agreement or any amendments or exhibits hereto.
The paragraph headings contained herein are for the convenience in reference and are
not intended to define or limit the scope of any provision of this Contract.
ARTICLE 24.
ENTIRETY
This contract, the contract documents and any other documents incorporated by
reference herein are binding upon the parties and contain all the terms and conditions
agreed to by the City and Contractor, and no other contracts oral or otherwise,
regarding the subject matter of this contract or any part thereof shall have any validity or
bind any of the parties hereto. In the event of any conflict between this contract and any
other contract documents, then the terms of this contract shall govern.
ARTICLE 25.
AUTHORITY AND EXECUTION
By signing this contract Contractor warrants that it has had the opportunity 1) to
examine this contract in its entirety, 2) to have its legal counsel examine and explain the
content, terms, requirements, and benefits of this contract if Contractor so chooses, and
3) to negotiate the terms of this contract within the bounds of applicable law.
Having had the opportunity to submit its bid and also to specifically negotiate the terms
of this contract, Contractor agrees to be bound by this contract and expressly agrees to
the terms of this contract, including terms that may vary from those of the Invitation to
Bid or the Contractor's proposal.
The signatory to this contract represents that he or she is legally authorized by the
Contractor to enter into a binding agreement on behalf of the Contractor.
ARTICLE 26.
OWNERSHIP OF COLLECTED E-WASTE
It is the intention and agreement of the Parties that, upon taking physical possession of
an E-Waste item, Goodwill shall become the owner of such item Notwithstanding any
provision herein to the contrary, Goodwill shall have the right, at Goodwill s sole
discretion, to accept, reject or return any E-Waste item. In publicizing the E-Waste
program and in all citizen contact relating to E-Waste, the City and Goodwill will clearly
disclose to the citizen and all other pertinent parties that upon Goodwill's taking
possession of an E-Waste item or any other property, ownership of such item transfers
to Goodwill. At no time, shall the City own or control E-Waste.
Notwithstanding the provisions of the preceding paragraph, if Goodwill receives actual
notice from a citizen (or other third party) that Goodwill has taken possession of an E-
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Waste item or other property that was not intended by the citizen to be delivered to
Goodwill and (1) as of the time that Goodwill received the notice, the item has not been
wholly or partially disassembled or processed, and (2) after reasonable effort, the item
is located and identified with absolute certainty and (3) the citizen or third party
produces such written or other evidence so as to clearly identify such party as the
owner (and entitled to possession) of the item, then the item will be relinquished to
such party in 'AS IS' condition and under such other terms and conditions as Goodwill
may reasonably require.
27.
PUBLIC RELATIONS
Each party shall respond quickly to reasonable criticisms, if any, of their practices from
the media, stakeholder/ activist groups and/or other organizations or individuals Each
party shall develop and share with the other Parties its plan for addressing any adverse
public perception of environmental or other issues regarding the Party's practices. The
Party's plan should include appropriate media tracking and monitoring Each Party shall
designate a public relations point of contact for the other Parties.
28.
GOVERNMENTAL POWERS AND IMMUNITIES
It is understood and agreed that, by execution of this Agreement, the City does not
waive or surrender any of its governmental powers or immunities. Goodwill
acknowledges that the City is a Governmental Body and as such has certain rights,
powers and duties that may affect Goodwill's rights or obligations under the Agreement.
Goodwill agrees that no action by the City acting in its governmental capacity shall be
construed as a breach by the City under this Agreement, nor shall any such action
excuse Goodwill from performance of its obligations under this Agreement.
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ATTACHMENT A
SCOPE OF SERVICES
SCOPE OF CONTRACTOR'S SERVICES
Contractor shall furnish all labor, materials, and equipment necessary for and have the
responsibility to:
A. Prepare collection and environmental recycling / reuse guidelines to meet all
applicable local, state or federal laws, regulations or requirements of any kind
relating to the recycling and disposal of E-Waste items it collects and furnish
such to all other Parties (and modify such guidelines from time to time as
appropriate).
B. Provide the City with Goodwill's recycling/ environmental guidelines and terms
and conditions used with its recyclers. Goodwill will be responsible for
ensuring that its operations will comply with all laws applicable to E-Waste
reuse, recycling and/or disposal.
C. Provide at least six (6) drop off collection sites within throughout Fort Worth
for Fort Worth residents to drop off E-Waste items.
D. Provide enclosed containers for use at City designated collection points as
requested by the City.
E Dispatch vehicles to collect E-Waste items from drop off points as necessary.
F. Collect E-Waste and leave appropriate documentation at pick up location.
G. Transport E-Waste to Goodwill site.
H. Document any accidents and other unanticipated incidents or circumstances
and report as necessary to insurer and/or other appropriate parties.
Assess and sort/distnbute collected E-Waste items for (1) useable parts, (2)
items to be refurbished, (3) items to be recycled and (4) other appropriate
disposition.
J Ensure its operations comply with its collection and environmental/ recycling
guidelines meet all applicable local, state or federal laws, regulations or
requirements of any kind relating to the recycling and disposal of E-Waste it
collects This includes ensuring that all E-Waste that is not recovered,
refurbished, repaired or recycled will be properly disposed of. Such disposal
Contract for Electronic Waste Collection, Reuse, Recycling,
and Disposal Services - Goodwill Industries of Fort Worth Page 15 of 19
will, at a minimum be in compliance with and will not result in liability under
any environmental laws relating to the disposal of material. Specifically,
Goodwill will be responsible for identification, removal, disposal and
reporting of any and all resulting hazardous material or condition,
including but not limited to Cathode Ray Tubes containing embedded
Lead, and any other hazardous ingredients described in the Resource
Conservation and Recovery Act (RCRA) 42 U.S.C. §6901 et seq. (1976)
and amendments and all implementing regulations as described in the
Code of Federal Regulations, Part 40, and all other applicable federal,
state, and local regulations.
K. Provide for reasonable security for all E-Waste that contain data, and conduct
(or provide for) data destruction on all E-Waste at appropriate stages. All data
on collected E-Waste shall be erased by (1) Data destruction using
appropriate and effective methods, i.e., disc wiping, f-disk, and reformatting
for retained or refurbished systems or; (2) Data erasing via degaussing
(passing it through a strong magnetic field) or; (3) any other equivalent
process mutually agreed to in writing by Goodwill and the City For E-Waste
not retained, Goodwill will assure that the media containing data will be
destroyed, or otherwise rendered inoperable by Goodwill or the subcontractor
handling this product Goodwill will retain records of data destruction
reflecting Goodwill's compliance with this section
L Goodwill will collaborate and participate with the City in helping to educate the
public regarding data destruction methods, tools, and software that they could
access and perform themselves to assure more complete destruction of
personal or sensitive data.
M. Maintain and provide the following records and documentation on a monthly
basis and no later than fifteen (15) days following the end of the prior month:
• Monthly report of quantity in tons of E-Waste retrieved,
• Monthly item count report (no unique identifying identification
number required at this time); and
• Any additional information as appropriate or as requested by
the City.
N. Goodwill hereby grants the City for the term if this Agreement the non-
exclusive, non -transferable right and license to use and publish the Goodwill
trademark in conjunction with marketing the Program. The City may only use
the Goodwill trademark in the form, formats and manner approved in writing
by GOODWILL. The City shall provide Goodwill, for its prior written approval
copies of all advertising and marketing materials, as well as all press
releases, regarding the program that include the Goodwill trademark or
otherwise reference Goodwill. The City may not use advertising or marketing
Contract for Electronic Waste Collection, Reuse, Recycling,
and Disposal Services - Goodwill Industries of Fort Worth Page 16 of 19
materials or issue press releases that include the Goodwill trademark or
otherwise reference Goodwill, or append any trade name or logo without the
prior written approval of Goodwill, which may be withheld in Goodwill 's sole
discretion.
O. E-Waste to be collected under this contract includes:
• Cables/Cords
• Cameras (digital, 35mm, 110, etc.)
• Cassette tape players
• CD burners
• CD players
• Cell phones
• Clock radios
• Copiers
• CPU's (central processing units)
• Disks (floppy, 3.5 and CD)
• DVD players
• Electronic toys
• Fax machines
• Hard drives
• I pads
• Keyboards
• Laptops
• Microwaves
• Television Monitors
• Mouse
• Network hubs
• PDA's
• Printers
• Record players
• Routers
• Scanners
• Software
• Stereos
• UPS (uninterrupted power supplies)
• VCR's
• Video games/consoles
• Personal audio devices/Ipods
• Zip drives
There is no minimum amount of product guaranteed to be provided by the City under
this contract.
Contract for Electronic Waste Collection, Reuse, Recycling,
and Disposal Services - Goodwill Industries of Fort Worth Page 17 of 19
SCOPE OF CITY'S SERVICES
The CITY shall perform the following services in facilitation of this contract:
A. The City shall take customer calls regarding E-WASTE drop off through its
customer service call center.
B The City shall utilize its operational Drop off Stations as E-Waste drop off
points.
C. The City shall promote the E-Waste program through its public education
process to include identifying both the City's and Goodwill's drop off points.
D The City shall refer citizens to the E-WASTE website for collection and
recycling/reuse guidelines, designated drop off locations and other
information about the E-WASTE program. The CITY will also inform citizens
about their obligation to remove data from hard drives or other storage media
before computer items are taken to the drop off points.
E The City shall identify related customer service requirements for Fort Worth
residents/customers.
F. The City shall take and manage customer calls into its call center, and when
appropriate the City will refer the calls to the designated Goodwill
representative or office.
Contract for Electronic Waste Collection, Reuse, Recycling,
and Disposal Services - Goodwill Industries of Fort Worth Page 18 of 19
SIGNATURE PAGE
CONTRACT FOR ELECTRONIC WASTE (E-WASTE) COLLECTION,
REUSE, RECYCLING, AND DISPOSAL SERVICES
IN WITNESS THEREOF, the parties have executed this contract in triplicate in Fort
Worth, Texas, on the dates written below.
CITY OF FORT WORTH
BY:
Charles .Daniels
Assistant City Manager
Dated: 84-,
RECMENDED:
GOODWILL INDUSTRIES
OF FORT WORTH
1BY:
David Cox
Acting CEO
•
Kim Mote
Assistant Director
Code Compliance Department
APPROVED AS TO FORM
AND LEGALITY:
i/LeN
Arthur N. Bashor
Assistant City Attorney
ATTEST:
„ffyi
Mary J. Kay
City Secretd y
Witness
SEAL:
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract for Electronic Waste Collection, Reuse, Recycling,
and Disposal Services - Goodwill Industries of Fort Worth
Page 19 of 19
M&C Review
DATE:
CODE:
SUBJECT:
COUNCIL ACTION: Approved on 7/9/2013
7/9/2013 REFERENCE NO.: G-17934
G TYPE:
LOG NAME•
NON -CONSENT PUBLIC
HEARING:
Page 1 of 2
Official site of the City of Fort Worth, Texas
FORT WORM
80TRAILER
DONATION
NO
Authorize Amendment of Mayor and Council Communication G-17693, Rescind
Acceptance of a Monetary Donation from Robert Williams in the Amount of $8,260.00
and Repeal Supplemental Appropriation Ordinance No. 20432-09-2012 and Authorize
Acceptance of a Donation of a Flatbed Hauling Trailer Valued in the Amount of $3,500.00
from Robert Williams for Use by the Parks and Community Services Department (ALL
COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the amendment of Mayor and Council Communication G-17693 rescinding
Recommendation No. 2, authorizing acceptance of a monetary donation from Robert Williams in the
amount of $8,260.00 and repeal Supplemental Appropriation Ordinance No. 20432-09-2012; and
2. Authorize the acceptance of a donation of a flatbed hauling trailer valued in the amount of
$3,500.00 from Robert Williams for use by the Parks and Community Services Department.
DISCUSSION:
On September 25, 2012, (M&C G-17693) the City Council authorized the acceptance of two
donations from Robert Williams; the first being a Longhorn Sculpture (Sculpture) valued in the
amount of $48,000.00 and the second consisting of a monetary donation in the amount of $8,260.00
for installation of the Sculpture In subsequent conversations, Mr. Williams has offered to donate a
20-foot flatbed hauling trailer on which the Sculpture is currently stored. The trailer is valued in the
amount of $3,500.00. The donation of the trailer will be in lieu of the $8,260.00 cash donation for
installation of the Sculpture which will now be installed by the Parks and Community Services
Department. The trailer will be used by the Parks and Community Services Department on an
ongoing basis for hauling materials and equipment. Staff has determined this exchange to be a fair
and reasonable arrangement for Mr. Williams and the City.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the General Fund.
TO Fund/Account/Centers
FROM Fund/Account/Centers
1) GG01 488100 0809035 $8.260.00
1) GG01 539120 0809035 $8.260.00
Submitted for Citv Manager's Office bv:
http://apps.cfwnet.org/council_packet/mc review.asp?ID=17973&councildate=7/9/2013
9/4/2013
M&C Review Page 2 of 2
Susan Alanis (8180)
Originating Department Head: Richard Zavala (5711)
Additional Information Contact: David Creek (5744)
ATTACHMENTS
http://apps.cfwnet.org/council packet/mc review.asp?ID=17973&councildate=7/9/2013 9/4/2013