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HomeMy WebLinkAboutContract 56119 CSC No.56119 FORT WORTH VENDOR SERVICES AGREEMENT THIS VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into as of the date of execution set forth in the last paragraph of this agreement,by and between the CITY OF FORT WORTH, Texas, a home-rule municipal corporation of the State of Texas, acting by and through its duly authorized representative ("City"), and The Welman Project ("Vendor"), a non-profit organization, acting by and through its duly authorized representative,each individually referred to as a "party" and collectively referred to as the "parties." WHEREAS, City adopted the Surplus Furniture and Office Material Donation, Reuse, or Recycling Policy ("Policy") to promote waste diversion from City landfills by enabling community reuse of materials for certified educators of Fort Worth students; WHEREAS, the Policy serves to carry out the public purpose of supporting the reduction, reuse and recycling of waste and items discarded by City of Fort Worth facilities; WHEREAS, the Policy creates the Non-Profit Material Reuse Program ("MRP"), which allows for the redistribution of items such as furniture, office supplies, and other general office or storage equipment which are damaged, outdated or out-of-spec for reasonable use, are not appropriate for resale, and would otherwise be disposed of as waste to certified educators of Fort Worth students or residents,including those who facilitate home schooling; WHEREAS,the Policy provides that redistribution of such materials would be provided by a non- profit entity registered with the City ("MRP Participant") under the authority of the Code Compliance Director; WHEREAS, City will allow authorized representatives of an MRP Participant to take possession of and redistribute all eligible materials at a date and time scheduled in advance with facility administration under a signed vendor service agreement that includes a License to Use City Property; and WHEREAS, it is understood that the Code Compliance Department, Solid Waste Services Division, will help coordinate the dialogue between contracting City departments, facility administration and MRP Participants so that services may be provided pursuant to the Policy. NOW THEREFORE,the Parties hereby enter into the following Agreement: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 1 of 23 AGREEMENT DOCUMENTS: The Agreement documents include the following: 1. This Vendor Services Agreement; 2. Exhibit A— Scope of Work and Price Schedule; 3. Exhibit B—License to Use City Property; 4. Exhibit C—Verification of Signature Authority Form; and 5. Exhibit D—MRP Participant Waiver Exhibits A,B, C, and D 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 C, or D and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement will control. L GENERAL TERMS 1. SCOPE OF SERVICES. Vendor is a registered MRP Participant under the Surplus Furniture and Office Material Donation, Reuse, or Recycling Policy ("Policy"). Vendor will take possession and oversee distribution of all eligible materials under the Policy at City Facilities pursuant to this Agreement ("Services"). For the initial event hosted by Vendor, Vendor will take possession and oversee distribution of all eligible materials at Fort Worth Central Library (Facility) on August 8, 2021 (Date) from 1:00 p.m. to 6:00 p.m. (Time) ("Initial Event"). Exhibit"A," - Scope of Services and Price Schedule more specifically describes the services to be provided under the Initial Event. City and Vendor may agree to reschedule Services,but any such rescheduling shall be at the City's sole discretion and must be reflected in writing. For the Initial Event, Vendor shall be allowed use of the Facility located at 500 W. 3rd Street, Fort Worth, Texas 76102 ("Premises")in order to execute item distribution and removal in accordance with the Policy. Exhibit B, License to Use City Property, and the applicable terms of this Agreement(including but not limited to: Section 5 GENERAL INDEMNIFICATION; Section 6 INSURANCE; Section 7 COMPLIANCE WITH LAW; Section 10 EVENTS OF DEFAULT; and Section 21 AUDIT),will govern use of the Premises anytime Services are being provided by Vendor. It is anticipated that Vendor will provide Services once under this Agreement. However, Vendor may provide Services on more than one occasion at the same location listed above as Premises. Future Services at Premises can be agreed upon by City and Vendor in a letter agreement. Whenever such Services are provided, they are subject to the terms of this Agreement. However, in the event that subsequent events hosted by Vendor will occur at a different location than the Premises listed above, the event will be handled by the contracting City Department, in collaboration with the Code Compliance Department, Solid Waste Services Division, and the Parties will need to execute an Addendum to this Agreement. Any subsequent events will be Vendor Services Agreement Page 2 of 23 subject to the terms of this Agreement in addition to terms of the Addendum and event specific terms (including but not limited to: Facility, Date, Time, Scope of Services and Price Schedule, and Party contact information). The contracting City Department for subsequent events will be in charge of executing such Addendum and will act as the Contract Compliance Manager for that Addendum only. 2. TERM. This Agreement will begin upon execution by the City ("Effective Date") and will expire one year from the effective date ("Expiration Date"),unless terminated earlier in accordance with this Agreement("Initial Term").This Agreement may be renewed for five(5)successive one-year renewals, at City's sole discretion (each a"Renewal Term"). 3. COMPENSATION AND CONSIDERATION. A. Service Fee. City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit"A,"—Scope of Services and Price Schedule.Total compensation under this Agreement for all Services provided,including Services provided under any Addendums,will not exceed Three Thousand Dollars ($3,000.00) annually.Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. Vendor agrees to submit monthly invoices by the loth day of the month for Services provided in the previous month. City agrees to pay Vendor within thirty (30) days of receipt of accurate invoice. B. Facility Use Fee Vendor will not owe any payment, fee, cost or money for use of the Premises, except as required herein. City is paying a reduced Service Fee under this Agreement, which is an offset to what would have been paid, in exchange for Vendor's use of City facilities. Vendor may use the Premises to conduct the Services in accordance with this Agreement in support of the Policy and for no other purpose and shall be required to comply with all terms included herein. The Parties agree that each Party has received sufficient consideration and that the terms of this Agreement are binding. 4. TERMINATION A. Convenience. Either the City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. Vendor Services Agreement Page 3 of 23 B. Breach. If either party commits a material breach of this Agreement, the non-breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, the 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 the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. D. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date,the City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide the City with services requested by the 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 the 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 the City in a machine readable format or other format deemed acceptable to the City. 5. GENERAL INDEMNIFICATION A. VENDOR WILL 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 HIND 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. B. VENDOR SHALL AND DOES AGREE TO INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS CITY AND CITY'S EMPLOYEES, REPRESENTATIVES, OFFICERS, AND SERVANTS (COLLECTIVELY, "INDEMNITEES") FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES. LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES,(INCLUDING,BUT NOT LIMITED TO,COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY NATURE, HIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY Vendor Services Agreement Page 4 of 23 REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY (INCLUDING, BUT NOT LIMITED TO, ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) (1) RELATING TO THE USE OR OCCUPANCY OF THE FACILITY BY VENDOR, ITS EMPLOYEES, PATRONS, AGENTS, INVITEE, LICENSEES AND ANY PARTY USING THE FACILITY OR(2)BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY ANY ACT OR OMISSION ON THE PART OF VENDOR OR ANY INVITEE, LICENSEE, EMPLOYEE, DIRECTOR, OFFICER, SERVANT, OR CONTRACTOR OF VENDOR, OR ANYONE VENDOR CONTROLS OR EXERCISES CONTROL OVER OR (3) BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF VENDOR UNDER THIS AGREEMENT (COLLECTIVELY, "LIABILITIES"), EVEN IF SUCH LIABILITIES ARISE FROM OR ARE ATTRIBUATABLE TO ANY ACT, OMISSION, NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF CONTRACT, INTENTIONAL CONDUCT, VIOLATION OF STATUTE OR COMMON LAW, BREACH OF WARRANTY, PRODUCT DEFECT, STRICT PRODUCT LIABILITY, OR ANY OTHER ACT, OMISSION,OR CONDITION WHATSOEVER OF THE CITY OR ITS PROPERTY. C. IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR HEREAFTER IN EFFECT AND AFFECTING THE VALIDITY OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATION UNDER THIS PARAGRAPH, SUCH LEGAL LIMITATIONS ARE MADE A PART OF THE INDEMNIFICATION OBLIGATION AND SHALL OPERATE TO AMEND THE INDEMNIFICATION OBLIGATION TO THE MINIMUM EXTENT NECESSARY TO BRING THE PROVISION INTO CONFORMITY WITH THE REQUIREMENTS OF SUCH LIMITATIONS, AND AS SO MODIFIED, THE INDEMNIFICATION OBLIGATION SHALL CONTINUE IN FULL FORCE AND EFFECT. D. If more than one Vendor is named under this Agreement,the obligation of all such Vendors shall be, and is joint and several. This Section shall survive the expiration or termination of this Agreement. 6. INSURANCE Prior to the time Vendor is entitled to any right of access to or use of the Premises,Vendor shall procure,pay for and maintain the following insurance written by companies approved by the State of Texas and acceptable to the Director. The following insurance shall be evidenced by delivery to the Director of executed certificates of insurance or certified copies of policies, whichever is acceptable to the Director. A. Commercial General Liabilitv (CGL) Insurance Vendor Services Agreement Page 5 of 23 $1,000,000 each occurrence $2,000,000 aggregate limit B. Workers' Compensation Insurance i. Part A: Statutory Limits ii. Part B: Employer's Liability a) $100,000 each accident b) $100,000 disease-each employee c) $500,000 disease-policy limit Additional Requirements A. Such insurance amounts shall be revised upward at the Director's reasonable option and no more frequently than once every 12 months, and Vendor shall revise such amounts within thirty(30)calendar days following notice to Vendor of such requirements. B. To the extent permissible by applicable law, insurance policies required herein shall be endorsed to include City as an additional insured as its interest may appear. Additional insured parties shall include employees, representatives, officers, agents, and volunteers of City. C. All policies shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. D. Any failure on part of Director to request certificate(s) of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. E. Insurers of Vendor's insurance policies shall be licensed to do business in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers shall be acceptable to the Director insofar as their financial strength and solvency and each such company shall have a current minimum A.M. Best Key Rating Guide rating of A-: VIII or other equivalent insurance industry standard rating otherwise approved by the Director. F. Deductible limits on insurance policies shall not exceed $10,000 per occurrence unless otherwise approved by the Director. Deductibles shall be listed on the certificate of insurance. G. In the event there are any local, federal or other regulatory insurance or bonding requirements for Vendor's operations, and such requirements exceed those specified herein, then such requirements shall prevail. H. Vendor shall require its contractors and subcontractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, Vendor shall require its contractors and subcontractors to provide Vendor and City with certificate(s) of insurance Vendor Services Agreement Page 6 of 23 documenting such coverage. Also,Vendor shall require its contractors and subcontractors to have City and Vendor endorsed as additional insureds(as their interest may appear) on their respective insurance policies. L The term of insurance is for the duration of the License Period, which includes the period from the right of access to set-up through the period allowed for removal of property. J. The Vendor is responsible for providing the City with a thirty (30)calendar day notice of cancellation or non-renewal of any insurance policy and may not change the terms and conditions of any policy that would limit the scope or coverage, or otherwise alter or disallow coverage as required herein. K. Any self-insured retention in excess of $25,000.00, affecting required insurance coverage, shall be acceptable to and approved by the Director in regards to asset value and stockholders' equity. In lieu of traditional insurance, alternative coverage maintained through insurance pools or risk retention groups,must also be approved by the Director. L. The company issuing the insurance policy shall have no recourse against the City of Fort Worth for payment of any premiums or assessments for any deductibles that all are at the sole risk of Vendor. M. For purposes of this insurance section,the terms "Owner", "City" or"City of Fort Worth" shall include all authorities, boards, bureaus, commissions, divisions,departments, and officers of the City and the individual members, representatives, officers, employees, and agents thereof in their official capacities and while acting on behalf of the City of Fort Worth. N. Coverage shall be written on a Per Occurrence basis and the policy shall include Broad Form Property Damage Coverage with an insurance company satisfactory to the Director. If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. When required, Excess Liability shall follow the form of the primary coverage. O. If coverage is underwritten on a claims-made basis,the retroactive date shall be coincident with or prior to the date of the License Period and the certificate of insurance shall state that the coverage is claims-made and the retroactive date. The insurance coverage shall be maintained for the duration of the Agreement and for five (5) years following termination or expiration of the Agreement. An annual certificate of insurance submitted to the City shall evidence such insurance coverage. P. Certificates of Insurance shall be delivered to the City of Fort Worth Code Compliance Department, Solid Waste Services Division, Attn: Joao Pimentel, 4100 Columbus Trail, Fort Worth, Texas 76133, and Fort Worth Public Library, Attn: Tim Shidal, 500 W. 3rd Street, Fort Worth, Texas 76102, evidencing all the required coverages, including endorsements. Vendor Services Agreement Page 7 of 23 Vendor hereby waives subrogation rights for loss or damage against City, and its officers, agents,representatives, servants, and employees for personal injury (including,but not limited to, death),property damage, and any other loss. Vendor shall not do or permit to be done anything in or upon any portion of the Premises, or bring or keep anything therein or thereupon that will in any way conflict with the conditions of any insurance policy upon the Premises or any part thereof, or in any way increase the rate of fire insurance upon the Premises or on property kept therein, or in any way obstruct or interfere with the right of the other tenants of the Premises, or injure or annoy them. Notwithstanding anything to the contrary, City may terminate this Agreement immediately upon the failure of the Vendor to provide acceptable documentation of insurance as required herein. 7. COMPLIANCE WITH LAW Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws,ordinances,rules and regulations.If City notifies Vendor of any violation of such laws, ordinances,rules or regulations, Vendor must immediately desist from and correct the violation. Vendor will obtain and pay for all necessary permits, licenses, and taxes from any governmental agency with jurisdiction thereof and to pay lawful taxes and keep permits and licenses current and up to date. Vendor will not do or suffer to be done anything on said Premises during the terms of this License in violation of any such laws, statutes, ordinances, rules, regulations, charter provisions, directives or requirements. If the City calls the attention of Vendor to any such violation on the part of said Vendor or any person employed by or admitted to said Premises by Vendor,Vendor will immediately desist from and correct such violation or vacate the Premises. 8. FORCE MAJEURE City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance,or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department,commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event,with the reasonableness of such notice to be determined by the City in its sole discretion. The notice Vendor Services Agreement Page 8 of 23 required by this section must be addressed and delivered in accordance with Section 11 of this Agreement. 9. ASSIGNMENT PROHIBITED Vendor shall not assign this Agreement nor suffer any use of the Premises other than herein specified. 10. EVENTS OF DEFAULT The following events shall be deemed to be events of default ("Events of Default") by Vendor under this Agreement: A. Vendor attempts to assign or does assign this Agreement; B. Vendor fails to require each individual to execute a release of liability form as attached as Exhibit E; C. Vendor fails to comply with any term, provision or covenant of this Agreement. In addition to the rights to terminate this Agreement contained in Section 4, City shall have the right to terminate this Agreement upon the occurrence of any Events of Default, or in the event that Vendor fails to timely take any action required under the terms of this Agreement, if the City provides Vendor with written notice of the claims default or failure to act and Vendor does not remedy the default within one (1)business day or prior to the start of the term of this Agreement, whichever is earlier. If any Events of Default occur by the Vendor during the term of this Agreement, City shall have the option to terminate this Agreement immediately after written notice of such default and a reasonable time to cure, such time to be subject to the Director's reasonable discretion. Vendor shall immediately surrender the Premises to City and, if Vendor fails to do so, City may, without prejudice to any remedy, enter upon and take possession of the Premises and remove Vendor and any other person who may be occupying the Premises by force, if necessary, without being liable for the prosecution or any claim of damages therefore.Vendor agrees to pay to City any undisputed amount of all loss and damage that City may suffer by reason of such termination within thirty (30) calendar days after written demand by the City. 11. NOTICES All notices required or permitted under this Agreement may be given to a party personally or by mail,addressed to such party at the address stated below or to such other address as one party may from time to time notify the other in writing. If more than one Vendor is named in this contract, service of any notice on any one of the Vendor shall be deemed service on all Vendors. Any notice so given shall be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: Vendor Services Agreement Page 9 of 23 CITY: Code Compliance Department, Solid Waste Services Division Attn: Joao Pimentel 4100 Columbus Trail Fort Worth, Texas 76102 And to: Marilyn Marvin,Assistant Library Director Systemwide Services 500 W. 3rd Street Fort Worth, Texas 76102 Office of the City Attorney City of Fort Worth, 200 Texas Street, Third Floor Fort Worth, Texas 76102 VENDOR: The Welman Project Taylor Willis,Executive Director 2232 Irwin St. Fort Worth, Texas 76110 12. SOLE AGREEMENT This written instrument constitutes the entire Agreement by the parties hereto concerning the license of the Premises and obligations of the parties and any prior or contemporaneous oral or written agreement which purports to vary from the terms hereof, shall be void. 13. AMENDMENT This Agreement cannot be modified or amended without the written consent of all the parties hereto and attached and made a part of this Agreement. 14. SUCCESSORS AND ASSIGNS This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and, except as otherwise provided in this contract,their assigns. Vendor Services Agreement Page 10 of 23 15. GOVERNING LAW AND VENUE 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 lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas-Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 16. INDEPENDENT CONTRACTOR/NO PARTNERSHIP It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the 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, contractors (except the City), and subcontractors. Vendor acknowledges that the doctrine of respondent superior shall not apply as between the City,its officers, agents, servants and employees, and Vendor, and its officers, agents, employees, servants, contractors, and subcontractors. 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 the City shall in no way be considered a Co-employer or a joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor shall be entitled to any employment benefits from the 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, contractors, or subcontractors. Vendor shall also be responsible and liable for any and all acts or omissions of Vendor and its officers,agents,servants, employees,contractors, and subcontractors. Vendor represents and warrants that all of its officers, agents, servants, employees, contractors, and subcontractors who perform any services under this Agreement are qualified and competent to perform such services. The Director reserves the right to refuse to permit any officer, agent, servant, employee,contractor, or subcontractor of Vendor from providing service under this Agreement for any reason, provided that if the conduct of the any such individual or entity is correctable,Vendor shall have first been notified of the objectionable conduct and shall have had the opportunity to correct it. 17. SEVERABILITY AND CAPTIONS In case any one or more of the provisions contained in this Agreement are held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof and this contract shall be considered as if such invalid, illegal or unenforceable provisions were never contained herein. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. Vendor Services Agreement Page 11 of 23 18. WAIVER AND NO THIRD-PARTY RIGHTS The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that parry's right to insist upon appropriate performance or to assert any such right on any future occasion. The provisions and conditions of this Agreement are solely for the benefit of the City and Vendor, and any lawful assign or successor of Vendor, and are not intended to create any rights, contractual or otherwise,to any other person or entity. 19. COUNTERPARTS AND ELECTRONIC SIGNATURES 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. An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. 20. GOVERNMENTAL POWERS It is understood that by execution of this Agreement,the City does not waive or surrender any of it governmental powers or immunities. 21. AUDIT Vendor agrees that City will, until the expiration of three (3) years after expiration of 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 Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. This provision will survive the expiration or termination of this Agreement. 22. NON-DISCRIMINATION COVENANT Vendor, for itself, its personal representatives, participants, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, PARTICIPANTS, ASSIGNS,SUBEMPLOYERS OR SUCCESSORS IN INTEREST,VENDOR AGREES TO Vendor Services Agreement Page 12 of 23 ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 23. IMMIGRATION NATIONALITY ACT. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City,Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, PARTICIPANTS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 24. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Employer'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 Agreement. 25. SIGNATURE AUTHORITY AND REVIEW OF COUNSEL The person signing this Agreement, and any amendments or addenda hereto, 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. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. The parties acknowledge that each party and its counsel have reviewed 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 hereto. [SIGNATURE PAGE FOLL0WSJ Vendor Services Agreement Page 13 of 23 ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the By: Valerie Washington(Aug 3,202114:13 CDT) person responsible for the monitoring and Name: Valerie Washington administration of this contract, including Title: Assistant City Manager ensuring all performance and reporting requirements. Date: ,7ro R,l IgeW By: Joao Pimentel(Aug 2,202115:41 CDT) APPROVAL RECOMMENDED: Name: Joao Pimentel 8rWda-1V 8N W*, Title: Senior Planner By: Brandon Bennett(Aug 3,202112:20 CDT) Name: Brandon Bennett APPROVED AS TO FORM AND Title: Code Compliance Director LEGALITY: ATTEST: By: �a Z,,g- Name: Jessika J. Williams By: Ronald P.Gonzales(Aug 4,2o 15:27 Title: Assistant City Attorney Name: Ronald P. Gonzales oiOFORrad Title: Acting City Secretary CONTRACT AUTHORIZATION: o p M&C: ij'° o;=d 1295: 0 0 0 0 o° U a .0000000 p � a �EXAso4 Z. THE WELMAN PROJECT By: Q44Ak��— NYmeo Taylor Willis Title: Executive Director Date: 8-2-21 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 14 of 23 EXHIBIT A SCOPE OF SERVICES & PRICE SCHEDULE The Welman Project and City of Fort Worth Central Library Storage Scope of Service and Price Schedule Vendor is a registered MRP Participant under the Surplus Furniture and Office Material Donation, Reuse, or Recycling Policy ("Policy"). Vendor will take possession and oversee distribution of all eligible materials under the Policy at Fort Worth Central Library on August 8, 2021 from 1:00 p.m. to 6:00 p.m. Total Compensation for all services provided will not exceed two thousand four hundred dollars($2,400.00). The Eastwing ofthe City of Fort Worth Central Library has an abundance ofvarious items and materials (damaged and/or broken office furniture, outdated office supplies, unmatched cubicle pieces, building materials, cardboard boxes, and trash) that have accumulated over numerous years and which must be removed responsibly in a manner that is in line with City of Fort Worth values and mission,preserves the Southeast Landfill per the Comprehensive Solid Waste Management Plan, promotes re-use, recycling, and other landfill diversion methods in a cost effective manner. The items are surplus materials and not suitable for auction or reuse within the City facility system. After elaborate evaluation and considerations of cleaning out the East Wing, City staff from the Library and Code's Material Management Program are recommending utilizing the services of a local non-profit organization that will redistribute this materials to certified teachers within Fort Worth schools and benefit their numerous students. The Welman Project is a local 501(c)3 nonprofit organization with the mission to reduce waste and increase resources for schools through creative reuse. As the only organization of its kind in the North Texas area, The Welman Project is uniquely qualified to handle the cleanout of the Central Library east wing in the manner that brings the most value to the City.The Welman Project service can: - Promote waste diversion from the landfill, per the City's Comprehensive Solid Waste Management Plan -Provide cost savings to the City over alternative methods of removal -Benefit local schools by distributing needed materials at no cost to them,saving taxpayer funds for education while improving school quality - Divert a higher percentage of materials than otherwise possible through innovative creative reuse strategies, taking items that would otherwise be trash and turning them into valuable materials for classrooms -Remove approximately 75%of the east wing contents for reuse in schools. FORT WORTH. Vendor Services Agreement Page 15 of 23 To accomplish this goal, The Welman Project will repeat the standard removal and redistribution process, as executed previously with the Women's Club of Fort Worth, the Red Cross, Casa Manana, and Jubilee Theatre, as follows: 1. Gather local educators to meet Welman Project staff and volunteer team at the Central Library at specific times agreed upon by library administration 2. Supervise and assist educators in selecting items they can use in their classrooms, helping them with safe removal and loading into their vehicles. 3. Ensure that every person attending a donation event on City property has waived liability before accessing the site. 4. Ensure that all attendees are registered in the Welman Project system and have shown proof of employment at a local Fort Worth school. 5. Provide the City with an inventory of items successful diverted from the Southeast Landfill and repurposed in Fort Worth schools. 6. Upon completion, complete a media story to help promote the team's efforts, the successful diversion and repurposing of materials for the benefit of Fort Worth teachers and students and saving operational funds for the Library to reinvest into their core services and programs. All-inclusive fee for above service: $2,400 To support accomplishing this goal,the City of Fort Worth, Central Library will: 1. Allow the Welman Project access to the east wing and the surplus materials as needed for responsible removal, reuse and redistribution to Fort Worth schools and educators in need. 2. Be waived of any liability to do with removal of materials. 3. An assigned Solid Waste crew will remove all remaining materials, on an agreed upon date(s) and time(s), that were not repurposed through the Wellman Project teacher's network; and will recycle all acceptable materials possible,while landfilling any remaining debris. FORT WORTH... Vendor Services Agreement Page 16 of 23 EXHIBIT B LICENSE TO USE CITY PROPERTY In consideration of the reduced service fee charged by Vendor, City agrees to license the Premises to Vendor at no additional charge so long as Vendor complies with all of the terms of this License to Use City Property, as well as the applicable terms of the Vendor Service Agreement: 1. ACCEPTANCE OF PRENHSES Vendor agrees that Vendor has examined the Premises prior to the execution of this Agreement and is satisfied with the physical condition of the Premises.Vendor's taking possession of the Premises for the purpose outlined shall be conclusive evidence of its receipt of the Premises in a safe, sanitary and sightly condition and in good repair, except for those conditions which the Vendor provides City written notice of before Vendor takes possession of the Premises. 2. CARE OF PRENHSES A. Vendor,at Vendor's own expense,shall keep the Premises and maintain all equipment and other properties of City in a safe, sanitary, sightly condition and in good repair, and shall restore and yield said Premises, and all other properties belonging to the City back to City at the expiration or termination of the Agreement in good or better condition as existed at the commencement of this Agreement and in which Vendor found them, ordinary wear and tear (including damage by acts of God or other causes beyond the control of Vendor) excepted. B. Vendor will not do or permit to be done any injury or damage to any buildings or part thereof, or permit to be done anything which will damage or change the finish or appearance of the Premises or the furnishings thereof or any other property belonging to the City by the erection or removal of equipment or any other improvements,alterations or additions. No decorative or other materials shall be nailed, tacked, screwed or otherwise physically attached to any part of the Premises or to any of the furnishings or fixtures of the City without the written consent of the City. C. Subject to ordinary wear and tear, Vendor will pay the costs of repairing (to its condition immediately preceding the occurrence of such damage)any damage which may be done to the Premises. The City shall determine, in its sole discretion, whether any damage has occurred,the amount of the damage and the reasonable costs of repairing the damage, and whether, under the terms of the Agreement, the Vendor is responsible. City shall be the sole judge of the quality of the maintenance and/or damage of the Premises, furnishings, fixture or furniture by the Vendor. The costs of repairing any damage to the Premises shall be immediately due and payable by the Vendor upon Vendor's receipt of a written invoice from the City. Vendor Services Agreement Page 17 of 23 D. In licensing the Premises, City does not relinquish the right to control the management of the Premises, or the right to enforce all necessary and proper rules for the management and operation of the same. City, through its Manager, police and fire personnel and other designated representatives, has the right at any time to enter any portion of the Premises (without causing or constituting a termination of the privilege or an interference for the possession of the Premises by the Vendor) for any purpose, provided this shall not authorize or empower City to direct the activities of the Vendor or assume liability for Vendor's activities. 3. RIGHT OF ACCESS A. During the term of this Agreement, City or its agent shall have the right to enter into and upon the Premises during reasonable hours for the purpose of examining and inspecting the same and determining whether Vendor has complied with all the terms and conditions of this Agreement. Except in the event of an emergency, City shall conduct inspections during Vendor's ordinary business hours and shall use its best efforts to provide Vendor at least two (2)hours'notice prior to inspection. B. During any inspection,City may perform any obligations that City is authorized or required to perform under the terms of this Agreement or pursuant to its governmental duties under federal,state,or local laws,rules, or regulations. C. Vendor will permit the City's Fire Marshal or his or her authorized agents to inspect the Premises, and Vendor and City will comply with all requirements of the Fire Marshal or his or her authorized agents that are necessary to bring the Premises into compliance with the City of Fort Worth Fire Code and Building Code provisions regarding fire safety, as such provisions exist or may hereafter be amended. Vendor shall maintain in proper condition accessible fire extinguishers of a number and type approved by the Fire Marshal or his or her authorized agents for the particular hazard involved. 4. EQUIPMENT All equipment owned by Vendor must be maintained in a safe, sanitary and sightly condition and in good repair during the term of the Agreement. Upon the expiration or earlier termination of the Agreement, all equipment owned by the Vendor must be removed from the Premises immediately. No equipment may be left on the Premises. Any equipment or other property left by the Vendor for over thirty (30) calendar days will be considered abandoned and will become the property of the City and the City will dispose of the property as it deems appropriate. Any equipment used by the Vendor and owned by the City must be returned to the City in the same or better condition than when received by Vendor. 5. PROPERTY LOSS City assumes no responsibility for any property or equipment placed on the Premises or any part thereof by the Vendor or any agent, officer, and/or employee of the Vendor. Vendor Vendor Services Agreement Page 18 of 23 hereby expressly releases and discharges City from any and all liability for any equipment damage or loss and/or personal injury,including death, arising out of or in connection with, directly or indirectly the occupancy and/or use of the Premises and any and all activities conducted thereon sustained by reasons of the occupancy under this Agreement. This Section shall survive the expiration or termination of this Agreement. 6. REMOVAL OF DISORDERLY PERSONS City, through its Director, police and fire personnel and other designated representatives, retains the right to remove from the Premises any and all such employees, agents and/or officers of Vendor and the right, with its officers and agents, including its police officers, to eject any person or persons from the Premises. In the event of the exercise of this authority,Vendor hereby waives any and all claims for damages against the City on account of said removal- 7. UTILITIES Vendor understands that the Premises in which the Services will occur is natural lighting only and there is no existing electrical power. City shall not be responsible for accidents and Vendor is responsible for ensuring that Services can safely be provided. The Vendor will be responsible for any additional utility needs, such as internet and telephone access. In no event will Vendor have access to the City server. 8. NON-SMOKING FACILITY Vendor understands that the Premises is a NON-SMOKING FACILITY and agrees to ensure that no smoking or use of any tobacco product is used on the Premises. 9. OBSTRUCTIONS The Premises shall not be obstructed or caused to be obstructed by Vendor, or caused or permitted to be used for any purpose other than ingress or egress to and from the Premises as allowed under this Agreement. 10. PARKING City is not providing free or reduced parking to Vendor for use of the Premises under this Agreement. 11. AMERICANS WITH DISABILITIES ACT (ADA) VENDOR SHALL NOT MOVE OR INTERFERE IN ANY WAY WITH ACCESSIBILITY TO ADA PROPERTY, SUCH AS, BUT NOT LIMITED TO, WHEELCHAIR ACCESS. VENDOR INDEMNIFIES THE CITY FOR ANY AND ALL Vendor Services Agreement Page 19 of 23 CLAIMS AND LIABILITIES ARISING OUT OF VENDOR'S DUTIES UNDER THE REQUIREMENTS OF ADA AND THIS SECTION. This Section shall survive the expiration or termination of this Agreement. 12. MPR PARTICIPANT WAIVER REQUIRMENT Vendor shall require that any representative, employee and/or individual entering the Premises to collect, remove, distribute and receive items under the Non-Profit Material Reuse Program pursuant to the Surplus Furniture and Office Material Donation, Reuse, or Recycling Policy will complete a copy of the waiver included in Exhibit D and return a signed,original copy to Vendor prior to entering the premises.Vendor is required to retain copies of the waiver, and to provide copies to City upon request. 13. AUTOMATIC TERMINATION This License to Use City Property automatically terminates upon the termination of the Vendor Services Agreement. Vendor Services Agreement Page 20 of 23 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY THE WELMAN PROJECT 2232 IRWIN ST. FORT WORTH,TEXAS 76110 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority.City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: Taylor Willis Position: Executive Director Si a re 2. Name: Position: Signature 3. Name: Position: Signature Name: Board President Signat re o Preside / CEO Date: 8-2-21 Vendor Services Agreement Page 21 of 23 EXHIBIT D MPR PARTICIPANT WAIVER Vendor shall require that any representative, employee and/or individual entering the Premises to collect, remove, distribute and receive items under the Non-Profit Material Reuse Program pursuant to the Surplus Furniture and Office Material Donation, Reuse, or Recycling Policy will complete a copy of the waiver included below and return a signed, original copy to Vendor prior to entering the premises. Vendor is required to retain copies of the waiver, and to provide copies to City upon request. CITY OF FORT WORTH WAIVER,RELEASE,AND INDEMNITY AGREEMENT I, , for myself, my heirs and assigns, hereby affirm that I am aware that my participation in the Non-Profit Material Reuse Program ("Program") solely managed by ("Vendor"), but partly taking place at a worksite location owned by the City of Fort Worth ("City") primarily at ("Facility") in Fort Worth, Texas and other City-owned locations, has inherent risks which may result in serious injury or death. As a condition precedent to participating in the Program and entering onto the City's property,I confirm that I understand and accept all risks,dangers and hazards presented by my participation in the Program, and I am participating in these activities freely and voluntarily. In consideration of being permitted to participate in the Program specifically at a City Facility, I hereby assume all risk of harm and injury to myself and others,as well as to the property of others,which may result from my participation in the Program, regardless of the cause or blame. I agree to act in a reasonable and cautious manner in all aspects of my participation in Program. Further,I,for myself,my heirs and assigns,in consideration of being able to utilize the Facility and participate in the Program, do hereby FOREVER RELEASE AND WAIVE all claims against the City of Fort Worth,its officers,agents and employees,for injuries,death or property damage which may arise from my use or presence at the Facility.This waiver and release is intended to release and forever discharge the City of Fort Worth,its officers, servants, agents and employees from any and all claims, actions, causes of action, damages, losses or expenses, including attorney's fees whether real or asserted, of every kind or character, arising out of my use of the Facility, including going to and from such Facility. I, for myself, my heirs and assigns, hereby assume the risk of all conditions of the Facility, dangerous or otherwise, all occurrences that may be encountered while using or going to or from such Facility and waive any and all specific notice of the existence of such conditions or occurrences. This waiver is intended to release the City of Fort Worth,its officers,servants, agents and employees even if said iniuries, death or other damages are caused in whole or in part by the alleged acts of commission, omission, negligence or fault of the City of Fort Worth, its officers, servants, agents or employees. I, for myself, and my heirs and assigns hereby assume all responsibility and liability for such injuries or damages, including death, and hereby covenant not to sue the entities and parties named above for such injuries or damages. I FURTHER AGREE TO INDEMNIFY AND DEFEND THE CITY AND HOLD THE CITY HARMLESS FROM ALL CLAIMS, TOGETHER WITH ALL COSTS, EXPENSES,AND LEGAL FEES IN DEFENDING ALL CLAIMS DIRECTLY OR INDIRECTLY ATTRIBUTABLE TO MY USE OF THE FACILITY. THIS INDEMNITY PROVISION (INCLUDING, WITHOUT LIMITATION, INDEMNITY FOR COSTS, EXPENSES AND LEGAL FEES) IS SPECIFICALLY INTENDED TO OPERATE AND BE APPLICABLE EVEN IF IT IS ALLEGED OR PROVED THAT ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED AS A WHOLE OR IN Vendor Services Agreement Page 22 of 23 PART BY ANY ACT, OMISSION, NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF CONTRACT, INTENTIONAL CONDUCT, VIOLATION OF STATUTE OR COMMON LAW, BREACH OF WARRANTY, PRODUCT DEFECT, STRICT PRODUCT LIABILITY, OR ANY OTHER CONDUCT WHATSOEVER OF THE CITY. I REALIZE THAT BY SIGNING THIS AGREEMENT, I AM GIVING UP MY RIGHT TO SUE THE CITY FOR INJURY, DEATH OR DAMAGE I MAY SUFFER AT THE EVENT. IF ANY COURT FINDS A PORTION OF THIS AGREEMENT TO BE INVALID, THE REMAINDER OF THE AGREEMENT WILL NOT BE AFFECTED. I have read this Waiver, Release, and Indemnity Agreement and fully understand its terms, provisions and conditions. I have not been influenced to any extent whatsoever by any representations or statements not contained within this agreement. Dated this day of 120 Participant's Signature Address City, State and Zip Code Telephone [REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] Vendor Services Agreement Page 23 of 23