HomeMy WebLinkAboutContract 59716CSCO 59716
FORT WORTHS
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule -municipal corporation, acting by and
through its duly authorized Assistant City Manager, and UP Enterprises, LLC DBA All American Tire
Recyclers ("Vendor"), a Texas limited liability company, acting by and through its duly authorized
representative, each individually referred to as a "party" and collectively referred to as the "parties."
1. Scope of Services. Vendor shall provide City with equipment, labor, personnel, and tools
necessary to transport, process, and dispose of scrap tires for City Departments ("Services"), which are set
forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes.
2. Term. This Agreement shall commence upon the date signed by the Assistant City
Manager below ("Effective Date") and shall expire one year from the date signed ("Expiration Date"),
unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in
its sole discretion, to renew this Agreement under the same terms and conditions, for up to four one-year
renewal option(s) (each a "Renewal Term").
3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement will not exceed Ninety -One Thousand Five Hundred Sixty -Three
Dollars ($91,563.00). 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.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
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UP Enterprises, LLC DBA All American Tire Recyclers OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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 will return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of 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.
7. Indeuendent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
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UP Enterprises, LLC DBA All American Tire Recyclers
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors.
Liabilitv and Indemnification.
8.1 LIABILITY - 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 KIND 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, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor will have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor will fully participate and cooperate
with City in defense of such claim or action. City agrees to give Vendor timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely
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UP Enterprises, LLC DBA All American Tire Recyclers
restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non -infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non -infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
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UP Enterprises, LLC DBA All American Tire Recyclers
Employers' liability
$100,000 -
Bodily Injury by accident; each accident/occurrence
$100,000 -
Bodily Injury by disease; each employee
$500,000 -
Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions): ❑ Applicable ® N/A
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordinances, Rules and ReLyulations. 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
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UP Enterprises, LLC DBA All American Tire Recyclers
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.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, 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, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
rk"INNMZIP 81M
TJP Enterprises, LLC DBA All American Tire
Recyclers
Scott South, Vice President of Operations
5225 Teague Rd.
Fort Worth, TX 76140
14. Solicitation of Emplovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
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TJP Enterprises, LLC DBA All American Tire Recyclers
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. 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 Parry's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A, B, and C.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. 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
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UP Enterprises, LLC DBA All American Tire Recyclers
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, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
27. Signature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Companv Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Bovcott of 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 Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
30. Prohibition on Bovcotting Energv Companies. Vendor acknowledges that in accordance
with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2,
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UP Enterprises, LLC DBA All American Tire Recyclers
the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or
more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-
time employees unless the contract contains a written verification from the company that it: (1) does not
boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The
terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter
2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent
that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not
boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added
by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or
services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the
City with a company with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the
contract against a firearm entity or firearm trade association. The terms "discriminate against a firearm
entity or firearm trade association," "firearm entity" and "firearm trade association" have the meaning
ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,
R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,
by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the
City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm
trade association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
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UP Enterprises, LLC DBA All American Tire Recyclers
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
Diana BUrghdoAc
By: Dana Burghdoff (Ju , 202312:10 CDT)
Name: Dana Burghdoff
Title: Assistant City Manager
Date: Jul 6, 2023
APPROVAL RECOMMENDED:
4,Q.L
By: Steve o ke (Jul 5, 2023 07:57 CDT)
Name: Steve Cooke
Title: Property Management Director
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A'ATTEST: ugoo9��
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By:
and nEXA?o°p
Name: Jannette S. Goodall
Title: City Secretary
VENDOR:
UP Enterprises, LLC DBA All American
Tire ors
By:7jcxA
NamTitle
Date: wq 123
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
respDnsihle for the monitoring and administration of
this cost -act, including ensuring all performance and
rep,mmL, requirements.
twtlke-Oatltcla-
By: Den ise Garica iJ u n 29, 202317:30 CDT)
N ar1e: Denise Garcia
T it lc: Purchasing Manager
APPROVED AS TO FORM AND LEGALITY:
-zz z_—
E Richard A. McCracken (Ju(5,202312:48 CDT)
Name: Richard A. McCracken
Title: Sr. Assistant City Attorney
CONTRACTAUTHORIZATION:
AI&C: N/A
Form 1195: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 10 of 16
TJP Enterprises, LLC DBA All American Tire Recyciers
EXHIBIT A
SCOPE OF SERVICES
1. SPECIFICTION OF SERVICES
1.1. The City will use the Services on an as -needed basis according to this Agreement.
1.2. Vendor shall provide pick up of scrap tires at multiple locations throughout the City of Fort Worth
when notified by the City that the City has reached capacity. Vendor shall provide the Services
on an as needed basis. The City shall have the ability to add or delete locations as needed.
1.3. Price per Ton per Trailer/Roll off Container/POD (portable storage) of scrap tires without rims -
Vendor shall provide Services for all scrap tires sizes without rims loaded and separated by City
personnel on containers provided by the Vendor using a public scale weight receipt showing the
empty weight of the container and then the filled weight of the container. The City shall pay for
the net tons or difference between the empty and filled container weight.
1.4. Price per Ton per Trailer/Roll off Container/POD (portable storage) of scrap tires with rims -
Vendor shall provide Services for all scrap tires sizes with rims loaded and separated by City
personnel on containers provided by the Vendor using a public scale weight receipt showing the
empty weight of the container and then the filled weight of the container. The City shall pay for
the net tons or difference between the empty and filled container weight.
1.5. Price per Single tire with rim loaded per Trailer/Roll off Container/POD (portable storage) -
Vendor shall provide Services for single scrap tires with rims loaded and separated by City
personnel on containers provided by the Vendor. Vendor shall provide City with a receipt showing
the number of scrap tires recycled. The City shall pay an invoice that matches the number of scrap
tires collected at the City's centers and verified by City employees at the drop off stations.
1.6. Price per Single tire without rim loaded per Trailer/Roll off Container/POD (portable storage) -
Vendor shall provide Services for single scrap tires without rims loaded and separated by City
personnel on container provided by the Vendor. Providing the number of scrap tires recycled. The
City shall pay an invoice that matches the number of scrap tires collected at the City's centers and
verified by City employees at the delivery of service (DOS). The City shall pay for the quantity of
scrap tires recycled. Vendor's invoice shall match the number of scrap tires collected at the centers
and verified by the City employees at the centers.
1.7. Scale weight receipts of empty/full container must be provided to City when Services are
performed for the City. The receipt must include time, date, and scale of weight.
1.8. Vendor shall provide pick up during regular hours of 8:OOAM to 5:OOPM at the City's Centers
Monday through Friday, excluding the following City observed holidays: Martin Luther King Jr.
Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day and New
Year's Day.
1.9. City shall provide Vendor personnel access to service centers outside of stated days and hours
listed if a request for pick up is made and confirmed at least three (3) business days in advance.
1.10.The locations below are City owned drop-off locations for materials:
1.10.1. 2400 Brennan Avenue, Fort Worth, Texas 76106
1.10.2. 5150 Martin Luther King Jr. Freeway, Fort Worth, Texas 76113
1.10.3. 6260 Old Hemphill Road, Fort Worth, Texas 76134
Vendor Services Agreement Page 11 of 16
UP Enterprises, LLC DBA All American Tire Recyclers
1.10.4. 301 Hillshire Drive, Fort Worth, Texas 76052
1.11. City shall provide Vendor's personnel with access to service centers outside of stated days and
hours listed within if a request for pick up is made and confirmed at least three (3) business days
in advance.
1.12. Vendor's personnel will only access the service center after the City has requested the pick up to
be made or scheduled.
1.13. Vendor shall notify the City Contract Administrator immediately of any failure to provide
Services as specified. Incomplete Services due to any reason (because of bad weather or
equipment taken out of service) shall be rescheduled by mutual agreement of the parties within
forty-eight (48) business hours. Upon completion of Services, any failure(s) and the reason for
failure(s) shall be indicated in reports submitted to the City Contract Administrator.
1.14. Vendor shall comply with all local licensing, manifesting and regulatory requirements to store,
transport, dispose and process tires per any City, County, State and Federal rules, ordinances,
laws and regulations as set forth now and any enacted in the future. Vendor shall keep accurate
records for Services performed and provide the City with copies of manifests for any scrap tires
picked up. Vendor shall provide copies of manifests directly to the person requesting Services.
1.15. Vendor and all of its Subcontractors must furnish copies of any certificates and/or licenses
required by these specifications and local City, State and Federal rules, ordinances, laws and
regulations as set forth now and enacted in the future evidencing the extent of their authority, and
show authorization by Vendor to perform all requirements of this Agreement. Vendor shall keep
their certificates and/or licenses up to date throughout the life of this Agreement and submit
copies to the City annually.
1.16. Vendor shall provide 53' Trailer closed top and/or 20' containers with stable infrastructure or
equal sized and like trailer/container to accommodate the number of tires generated by the
centers. The City must approve any alternate size or type of container.
1.17. Vendor shall provide an empty (exchange) container when picking up the full container. The
(exchange) container will be required as per ton or single tire unless the container is brought back
to the center the same day.
1.18. Vendor is required to pick up all scrap tires. The City will not deliver scrap tires to the Vendor.
1.18.1. The City prefers no more than 40 tires at a facility. When there are up to 40 tires the City
will call the Vendor to schedule pick up services.
1.18.2. Upon notification by the City to pick up and transport tires from the City's site, the Vendor
shall schedule time between 8:OOAM to 5:OOPM to allow the required City employee to be
present when a pick up is made.
1.19. Vendor shall provide all trucks, personnel and equipment to pick up and haul scrap tires. Every
possible effort shall be made by Vendor to ensure that any loading process is safe and protects
Vendor's employees and equipment, and the City's employees and equipment from accidents,
harm or damage.
1.19.1. Vendor shall use reasonable care to avoid damaging any City property. If the Vendor's
failure to use reasonable care causes damage to any property, the Vendor shall replace or
repair the damage at no expense to the City. If the Vendor fails or refuses to make such a
repair or replacement, the Vendor shall be liable for the cost, which may be deducted by
the Contract Administrator from payments made to Vendor.
2. TIRE RECYCLING SERVICES FOR PROPERTY MANAGEMENT DEPARTMENT
Vendor Services Agreement Page 12 of 16
UP Enterprises, LLC DBA All American Tire Recyclers
2.1. Property Management Department- Fleet Division (PMD-Fleet) Vendor shall arrange or schedule
a time of day for weekly pick up of scrap tires. The scheduled pickup shall be on Monday through
Friday of each week between the hours of 8:OOAM to 5:OOPM. Other times and days must be
approved in writing by PMD-Fleet Center Supervisor.
2.2. The majority of scrap tires from PMD-Fleet include, but are not limited to. the following sizes:
2.2.1. 245-55R18
2.2.2.
P235/55R17
2.2.3.
P265/60R17
2.2.4.
P225/60R1
2.2.5.
12R22.5
2.2.6.
P225/60R18
2.2.7.
P235/5R17
2.2.8.
LT245/75R17
2.2.9.
P245/70R19
2.2.10.
18" x 18" Golf Cart Tires
2.2.11. The City of Fort Worth reserves the right to retain certain heavy-duty truck tires for
recapping on an as needed basis.
3. PICK UP LOCATIONS — PROPERTY MANAGEMENT DEPARTMENT
James Avenue Service Center Water Services Center North Service Center Southside Service Center
5021 James Ave, 76115 2201 Daggett Street, 317 Hillshire Drive, 4100 Columbus Trail,
76110 76052 76132
3.1. Contact Person- Fleet Assistant Director (817) 392-6759 for all locations listed above for Property
Management.
3.2. Automotive and/or light duty truck tires with 4/32 or less tread and not repairable shall be
considered a scrap tire.
3.3. Truck/Heavy Duty tires with a rim diameter of 17.5" thru 25.5" that are not repairable shall be
considered a scrap tire.
3.4. Non -repairable off -road light and heavy-duty tires shall be considered scrap tires of all sizes.
4. PICK UP LOCATIONS - PARKS AND RECREATION
Pecan Valley Golf Course Meadowbrook Golf Course Rockwood Golf Course
6400 Pecan Valley Dr., 76132 1815 Jenson Rd., 76112 1851 Jacksboro Hwy, 76114
4.1. Contact Person- Brandy Crane (817) 392-5857 for all locations listed above for Parks and
Recreation.
5. BILLING FOR SERVICES; PAYMENT
5.1. Vendor shall bill for Services in accordance with this Agreement and based on the Payment
Vendor Services Agreement Page 13 of 16
UP Enterprises, LLC DBA All American Tire Recyclers
Schedule in Exhibit B for actual Services performed.
5.2. All payment terms shall be "Net 30 Days."
5.3. Vendor shall invoice no more frequently than monthly for Services provided.
5.4. Vendor shall submit separate invoices in duplicate, on each purchase order or purchase change
order after each transaction. Invoices shall indicate the purchase order or purchase change order
number. Invoices shall be itemized.
5.5. The Vendor shall send invoices electronically to the City's centralized Accounts Payable
Department invoice email address: supplierinvoices@fortworthtexas.gov. This email address is
not monitored. Vendor shall not send correspondence to this email address. The sole purpose of
the supplier invoices email address is to receipt and process supplier invoices.
5.6. Vendor shall include the following on the subject line of Vendor's e-mail: vendor name, invoice
number, and PO number, separated by an underscore (ex: Example, Inc._123456_FW013-
0000001234).
5.7. To ensure the system can successfully process invoices in an expedient manner, Vendor shall
adhere to the following requirements:
5.7.1. All invoices must be either a PDF or TIFF format.
5.7.2. Image quality must be at least 300 DPI (dots per inch).
5.7.3. Invoices must be sent as an attachment (i.e. no invoice in the body of the email).
5.7.4. One invoice per attachment (includes PDFs). Multiple attachments per email is acceptable
but each invoice must be a separate attachment.
5.7.5. Vendor shall not send handwritten invoices or invoices that contain handwritten notes.
5.7.6. A dot matrix invoice format is not acceptable.
5.7.7. The invoice must contain the following information:
5.7.7.1. Remit to Supplier Name and Address, if different;
5.7.7.2. Applicable City Department business unit# (i.e. FW013)
5.7.7.3. Complete City of Fort Worth PO number (i.e. the PO number must contain all
preceding zeros);
5.7.7.4. Invoice number;
5.7.7.5. Invoice date; and
5.7.7.6. Invoices must be submitted after delivery of the Services.
5.8. To prevent invoice processing delays, Vendor shall not send invoices by both mail and email.
Vendor shall not send the same invoice more than once by email to
supplierinvoices@fortworthtexas.gov. To check on the status of an invoice, Vendor shall contact
the City Department ordering the goods/services or the Central Accounts Payable Department by
email at: ZZ FIN AccountsPavable(a,fortworthtexas.2ov.
5.9. If Vendor is unable to send an invoice as outlined above at this time, Vendor shall send invoices
to the City's centralized Accounts Payable department instead of directly to the individual City
department. This will allow the City staff to digitize the invoice for faster processing. If electronic
invoicing is not possible, Vendor may send paper invoices to:
City of Fort Worth
Vendor Services Agreement Page 14 of 16
UP Enterprises, LLC DBA All American Tire Recyclers
Attn: FMS Central Accounts Payable
200 Texas Street
Fort Worth, Texas, 76102
5.10. The City's goal is to receive 100% of invoices electronically so that all supplier payments are
processed efficiently. To achieve this goal, we need the Vendor's support.
5.11. If Vendor has any questions, please contact the Accounts Payable team at (817) 392-2451 or by
email to ZZ FIN AccountsPavable(&,,fortworthtexas.2ov.
5.12. Vendor shall not include Federal, State of City sales tax in its invoices. City shall furnish a tax
exemption certificate upon Vendor's request.
6. UNIT PRICE ADJUSTMENT
6.1. The unit prices may be adjusted for increases or decreases in Vendor's cost during the renewal
period but before the effective date of the renewal upon written request from the Vendor.
6.2. The Vendor must submit its price adjustment request, in writing, at least 60 days before the renewal
effective period. The Vendor shall provide written proof of cost increases with price adjustment
request.
6.3. If the City concludes that the rate increase being requested is exorbitant, the City reserves the right
to adjust the rate request, or reject the rate request in its entirety and allow the contract to expire
at the end of the contract term. If the City elects not to exercise the renewal option, the Purchasing
Division will issue a new solicitation.
6.4. Prices shall remain firm for each one-year term of the Agreement and shall include all associated
freight and delivery costs.
6.5. Upon expiration of the Agreement term, Vendor agrees to hold over under the terms and conditions
of this Agreement for a reasonable period of time to allow the City to re -bid an agreement, not to
exceed ninety (90) days. Vendor will be reimbursed for this service at the agreement rate(s) in
effect at the time of expiration. Vendor shall remain obligated to the City under all clauses of this
Agreement that expressly or by their nature extend beyond and survive the expiration or
termination of this Agreement.
6.6. Goods and/or Services shall not be suspended by the Vendor without a 30-day prior written notice
to the City.
Vendor Services Agreement Page 15 of 16
UP Enterprises, LLC DBA All American Tire Recyclers
EXHIBIT B
PAYMENT SCHEDULE
Item
Description
Unit of
Unit Price
Measure
1.
Price per ton per trailer/Roll Off Container/POD of scrap tires
Ton
$250.00
without rims
2.
Price per on per trailer/Roll Off Container/POD of scrap tires
Ton
$300.00
with rims
3.
Price per single tire with rim loaded per Trailer/Roll Off
Each
PLT $8.00
Container/POD.
Medium $20.00
4.
Price per single tire without rim loaded per Trailer/Roll Off
Each
PLT $3.00
Container/POD
Medium $10.00
5.
Price for pick up for locations listed in section 3 and 4 of
Each
See Price List
Exhibit A
Below
Prompt Payment Discount Terms: 0% 30 Days
PRICE LIST
: ALL AMERMAN
TIRE RECYCLERS
City of Fort Worth
RFP 23-0062
Description
Unit of Measurement
Unit Price
Passenger & Light Truck (PLT) with rim
Each
$
8.00
Medium Truck with rim (17.5-24.5)
Each
$
20.00
PLT without rim
Each
$
3.00
Medium Truck tires without rim (17.5-24.5)
Each
$
10.00
Duplex (315/80R22.5, 445/65R22.5)
Each
$
15.00
21L 24
Each
$
50.00
15.5 / 20.5-25
Each
$
75.00
1400-24
Each
$
50.00
Agricultural (18.4-28, 31-13.5x15, 16.9x30)
Each
$
65.00
Vendor Services Agreement Page 16 of 16
TJP Enterprises, LLC DBA All American Tire Recyclers