HomeMy WebLinkAboutContract 61263CSC No. 61263
FORT WQ RTH.
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 i.CTION SHRED OF TEXAS LLC ("Vendor"),
a Texas limited liability company, acting by and through its duly authorized representative, each
individually referred to as a "party" and collectively refe,-red to as the "parties."
1. Scope of Services. Vendor will providhz secure product destruction of expired helmets,
body armor, uniforms, etc. ("Services"), which are set forth in more detail in Exhibit "A" — Scope of
Services, attached hereto and incorporated herein for all Iurposes.
2. Term. The initial term of this Agreement begins on the date that this Agreemen: is
executed by the City's Assistant City Manager ("EfLetive Date"), and expires on April 28, 2025
("Expiration Date"), unless terminated earlier in accordance with this Agreement. City will have the option,
in its sole discretion, to renew this Agreement under the �ame terms and conditions, for up to four (4) o ne-
year renewal option(s) (each a "Renewal Term").
3. Compensation.
3.1 Total compensation under this Agreement will not exceed fifty thousand dollars
and zero cents ($50,000.00) per term.
3.2 City will pay Vendor in accordance with the. Prompt Payment Act (Chapter 2: 51
of the Texas Government Code) and the provisians of this Agreement, including Exhibit "B" —
Payment Schedule, which is attached hereto and incorporated herein for all purposes.
3.3 Vendor will not perform any adc'.itional services or bill for expenses incurred For
City not specified by this Agreement unless City requests and approves in writing the additio ial
costs for such services. City will not be liable for any additional expenses of Vendor not specif ed
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 anytime and 7or
any reason by providing the other party with at leAst 30 days' written notice of termination.
4.2 Non -Appropriation of Funds. In the event no funds or insufficient fluids Ire
appropriated by City in any fiscal period for any payments due hereunder, City will notify Venwr
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 fiends have been appropriated.
OFFICIAL RECORD
Vendor Services Agreement —Action Shred of Texas LLC CITY SECRETARY Page I of 12
FT. WORTH, TX
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 u.) to
the effective date of termination, and Vendor wil I continue to provide City with services reque:.ted
by City and in accordance with this Agreement up to the effective date of termination. U )on
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents pre cared 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 Ci y 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 lxereby warrants to City that Vendor has made .roll
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 Phis
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Inforixiation. 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 wriiken
approval of City_
5.3 Public Information Act. City is E government entity under the laws of the Statt of
Texas, and all documents held or maintained for City are subject to disclosure under the Te.ms
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 to the Texas Attorney General. A determination on whether sitch
reasons are sufficient will not be decided by City, but by the Office of the Attorney General of .he
State of Texas or by a court of competent jurisdiction.
5.4 Unauthorized Access. Vendor mt st store and maintain City Information in a sec ire
-manner and will not allow unauthorized users to iccess, modify, delete, or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of 2ny
City Information has been compromised or is believed to have been compromised, in which evctit,
Vendor will, in good faith, use all commercial.y reasonable efforts to cooperate with City in
identifying what information has been accessed )y unauthorized means and will fully cooperate
with City to protect such City Information from filrther unauthorized disclosure.
6. Riaht to Audit. Vendor agrees that City will, until the expiration of three (3) years aker
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 transactic,ns
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 w.rk
space in order to conduct audits in compliance with the provisions of this section. City will give Venwr
reasonable advance notice of intended audits.
7. Independent 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 a1d
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provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and shall be solely responsible for the ac:s and omissions of its officers, agents, servzots,
employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondent supe-ior
will not apply as between City, its officers, agents, servants, and employees, and Vendor, its officers, agc-nts,
employees, servants, contractors, and subcontractors_ `'eudor further agrees that nothing herein wil be
construed as the creation of a partnership or joint enrerprise 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 alit of
its officers, agents, servants, employees, contractors, or-mbcontractors. Neither Vendor, nor any offic -,rs,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employer ent
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, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR A VY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND PERSONAL INJU Y,
INCLUDING, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO T YE
EXTENT CAUSED BY THE NEGLIGENT ACTS) OR OMISSION(S), .41 ALFEASANCE, R
INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIV ,S,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AATD
AGREES TO INDEMNIFY, HOLD HARML SS, AND DEFEND CITY, ITS OFFICEtS,
AGENTS, REPRESENTATIVES, SERVANTS AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS O ANY KIND OR CHARACTER, WHETH�'R
REAL OR ASSERTED, FOR EITHER PR ERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO VEND O 'S BUSINESS AND ANY RESULTING LOST
PROFITS) AND PERSONAL INJURY, INCL DING, BUT NOT LIMITED TO, DEATH, r'O
ANY AND ALL PERSONS, ARISING OU OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIOlIS,
MALFEASANCE, OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS,
AGENTS, REPRSENTATIVES, SERVANIS, EMPLOYEES, CONTRACTORS, JR
SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION - VENDORAGRE5S
TO DEFEND, SETTLE, OR PAY, AT ITS 0PN 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 OR DOCUMENTATION IN ACCORDANCE WITH TIVS
AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND,
SETTLE, OR PAY WILL NOT APPLYIF CITY MODIFIES OR MISUSES THE SOFTWA M
AND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EX. PENSE
OF PAYMENT FOR CLAIMS OR ACTIOINS AGAINST CITY PURSUANT TO TLiWS
SECTION, VENDOR WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE OF Al iY
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 LAWSiYIT AS NECESSARY TO PROTECT CITI'S
INTERESTS, AND CITY AGREES TO COORTRATE WITH VENDOR IN DOING SO. , N
THE EVENT CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY F60R
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PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROU&ffT
AGAINST CITY FOR INFRINGEMENT APISING UNDER THIS AGREEMENT, Ci'TY
WILL HAVE THE SOLE RIGHT TO COND41CT THE DEFENSE OF ANY SUCH CLAIM
OR A CTIONAND ALL NEGOTIATIONS FOP ITS SETTLEMENT OR COMPROMISE A VD
TO SETTLE OR COMPROMISE ANYSUCH CLAIM, HOWEVER, VENDOR WILL FULLY
PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR
ACTION. CITYAGREES TO GIVE VENDOR TIMEL Y WRITTEN NOTICE OF ANY SU '�H
CLAIM OR ACTION, WITH COPIES OFAL. L PAPERS CITYMA Y RECEIVE RELATLVG
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 ANDI1R
DOCUMENTATION OR ANY PART THERE OF IS HELD TO INFRINGE AND THE LSE
THEREOF IS ENJOINED OR RESTRAINEL, OR, IF AS A RESULT OF A SETTLEMENT
OR COMPROMISE, SUCH USE IS MATERIALLY ADVERSELY RESTRICTED, VENDOR
WILL, AT ITS OWN EXPENSE AND AS CIT�'S SOLE REMEDY, EITHER. (A) PROCURE
FOR CITY THE RIGHT TO CONTINUL, TO USE THE SOFTWARE AND/SIR
DOCUMENTATION; OR (B) MODIFY THE SOFTWARE AND/OR DOCUMENTATION rO
MAKE IT NON -INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES N 9 T
MA TERIALL Y AD VERSEL Y AFFECT CITY'S A UTHORIZED USE OF THE SOFTWARE
AND/OR DOCUMENTATION, OR (C) REPLACE THE SOFTWARE AND
DOCUMENTATION WITH EQUALLYSUITABLE, COMPATIBLE, AND FUNCTIONALLY
EQUIVALENT NON -INFRINGING SOFTWARE AND DOCUMENTATION AT PTO
ADDITIONAL CHARGE TO CITY, OR (D) IF NONE OF THE FOREGOlydG
ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR, TERMINATE TFIS
AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CI;'Y,
SUBSEQUENT TO WHICH TERMINATION 1,7ITYMAYSEEK ANY AND ALL REMEDIES
AVAILABLE TO CITY UNDER LAW.
9. Assignment and Subcontracting.
9.1 Assimnent. Vendor will not as!;ign or subcontract any of its duties, obligations,
or rights under this Agreement without the prior vritten consent of City. if City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under wh ch
the assignee agrees to be bound by the duties aid obligations of Vendor under this Agreement.
Vendor and Assignee will be j ointly 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 exec ite
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 anal
obligations may apply, Vendor must provide City with a fully executed copy of any si-�h
subcontract.
10. Insurance. Vendor must provide Cit) with certificate(s) of insurance documenting
policies of the following types and minimum coverage lim its that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Covemi4e and Limits
(a) Commercial General Liability:
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$.1,000,000 - Each 0 currence
$2,000,000 - Aggreg.rte
(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. "m_-ny
vehicle" will be any vehicle owr. ed, hired, and non -owned.
(c) Worker's Compensatiorr_
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employ,:rs' liability
$100,000 - Bodily lijury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (E 7ors & Omissions): IEJ Applicable ICI NIA
$1,000,000 - Each Cl4im Limit
$1,000,000 - Aggregste Limit
Professional Liability coverage may be provided through an endorsement to `he
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 contract ial
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance mast be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies mist
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 Gty.
(c) A minimum of thirty (39) days' notice of cancellation or reduction in
limits of coverage must be provit'.ed to City_ At least 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 Worn, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth Cit � Attorney at the same address.
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(d) The insurers for all policies must be licensed and/or approved tc do
business in the State of Texas. A]] insurers must .have a minimum rating of A- VII
in the current A.M_ Best Key Rating Guide, or have reasonably equivalent finar cial
strength and solvency to the satisfaction of Risk Management. If the ratan; is
below that required, written app::oval 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 lnsurancc evidencing that Vendor has obtained all requ: red
insurance will be delivered to the City prior to Vendor proceeding with any cork
pursuant to this Agreement_
11. ComDliance 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 comply with all applicable federal, state, and local laws, ordinances, rules, and regulations. If City
notifies Vendor of any violation of such laws, ordinance, 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 )art 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 HARMLIi SS
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, or (2) delivered ljy facsimile with electronic confirmation of he
transmission, or (3) received by the other party by United States Mail, registered, return receipt request✓d,
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 a copy to Fort Worth City Attorney's Office
at same address
To VENDOR:
Action Shred of Texas LLC
Deltnis McCastin, Division Manager
1420 S. Barry Avenue
Dallas, TX 75223
14. Solicitation of EmDlovees. Neither Gity nor Vendor will, during the term of tkis
Agreement and additionally for a period of one year after its termination, solicit for employment or emplLy,
whether as employee or independent contractor, any perion who is or has been employed by the oUr
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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 respt nds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreen—writ,
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 terrz or
provision of this Agreement or to exercise any right granled herein does not constitute a waiver of City'; or
Vendor's respective right to insist upon appropriate perhrmance or to assert any such right on any fia-ure
occasion.
17. Governinu Law I Venue. This Agreem ant will be construed in accordance with the lows
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to :his
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, Fart Worth Division.
18. Severability. If any provision of thi; Agreement is held to be invalid, illegal, or
unenforceable, the validity, legality, and enforceability o 'the remaining provisions will not in any way be
affected or impaired.
19. Force Maieure. 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 ma eure or other causes be fond their reasonable control, including, but lot
limited to, compliance, with any government law, ordina-uce, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; ri 3ts, epidemics or pandemics; government act on
or inaction; orders of government; material or labor- restrictions by any governmental authorty;
transportation problems; restraints or prohibitions by any court, board, department, comrrlission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any of ter
similar cause not enumerated herein but which is beyond the reasonable control of the Party whnse
performance is affected (collectively, "Force Majeure Evmt"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided :he
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 detenrined by the City in its sole discretion. The not cc
required by this section must be addressed and delivered in accordance the notice section of this Agreement.
20. Headines Not Controlliou. Headings aiud 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 scpae
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have had the
opportunity to review and revise 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.
22. Amendments I Modifications / Extensions. No amendment, modification, or extensim
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, executed 3y
an authorized representative of each party.
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23. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns, and successors i a interest, as to the matters contained herein. Any
prior or contemporaneous orator written agreement is hereby declared null and void to the extent in con liet
with any provision of this Agreement.
24. Counteroarts. This Agreement may be executed in one or more counterparts, and cach
counterpart will, for all purposes, be deemed an original. but all such counterparts will together consti ute
one and the same instrument.
25. Warranty of Services. Vendor warrants that its services will be of a high quality rnd
conform to generally prevailing industry standards. City must give written notice of any breach of .his
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 reasonalle 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 norxconfornfing
services.
26. Immigration and Nationality Act. V mdor must verify the identity and employni3nt
eligibility of its employees who perform work under this Agreement, including completing the Employ nt
Eligibility Verification Form (I-9). Upon request by Cio,, Vendor will provide City with copies of ales
-9
forms and supporting eligibility documentation for each employee who performs work underis
Agreement. Vendor must adhere to all federal and state [aws, as well as establish appropriate proce
and controls so that no services will be performed by any Vendor employee who is not legally eligibl( to
perfon-n such services. VENDOR WILL INDEMNIFY C ITY AND HOLD CITY HARMLESS FR M
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRA H
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, 4 R
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreerr. nt
for violations of this provision by Vendor.
27. 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 produces in
conjunction with the services provided under this Agreem mt (collectively, "Work Product"). Further, C ity
will be the sole and exclusive owner of all copyright, patch, trademark, trade secret, and other propriet uy
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City fr )m
the date of conception, creation, or fixation of the Work Product in a tangible medium of express on
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work-maAe-
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 -ma 3e-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 ant. to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
28. Signature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective parry, and that such binding
authority has been granted by proper order, resolution, ordinance, or other authorization of the entity. This
Agreement, and any amendment hereto, may be executed 1 �y any authorized representative of Vendor. Exh
party is fully entitled to rely on these warranties and repre,ientations in entering into this Agreement or a:ay
amendment hereto.
29. Change in Comnanv Name or Ownership. Vendor must notify City's Purchasi erg
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaini.ig
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updated City records. The president of Vendor or authorized official must sign the letter. A letter indica Ling
changes in a company name or ownership must be accompanied with supporting legal documentation mch
as an updated W-9, documents filed with the state indic�fing such change, copy of the board of directDr's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation may adversely impact invoice payments.
30. 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. Vender acknowledges that in accordance with Cha ter
227I of the Texas Government Code, the City is prohibited from entering into a contract with a comp ny
for goods or services unless the contract contains a written verification from the company that it: (1) es
not boycott Israel; and (2) will not boycott Israel during tl e term of the contract. The terms "boycott lsn.el"
and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government CGdc.
By signing this Agreement, Vendor certifies that Vendor's signature provides written verifications to
the City that Vendor: (1) does not boycott Israel; anu (2) will not boycott Israel during the tern. of
the Agreement.
31. Prohibition on Boveottine Enerev Con, parries. Vendor acknowledges that in accorda ice
with Chapter 2276 of the Texas Government Code, the [sty is prohibited from entering into a contract for
goods or services that has a value of $100,000 or more th--t is to be paid wholly or partly from public fu: ids
of the City with a company with 10 or more full-time e mployees unless the contract contains a written
verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of this Agreement. To the ext ,-nt that Chapter 2276 of the Government Cody, is
applicable to this Agreement, by signing this Agreement, i7endor certifies that Vendor's signature provi,les
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.
32. Prohibition on Discrimination Against Firearm and Ammunition Industries. Ven,lor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City
is prohibited from entering into a contract for goods or services that has a value of $100,000 or more teat
is to be paid wholly or partly from public funds of the City with a company with 10 or more fall -tine
employees unless the contract contains a written verification from the Vendor that it: (1) does not hav a
practice, policy, guidance, or directive that discriminates against a firearm entity or firearm tr,.de
association; and (2) wilt not discriminate during the term of the contract against a firearm entity or firearm
trade association. To the extent that Chapter 2274 of the G overnment Code is applicable to this Agreement,
by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to he
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) wiIl not discriminate against a firearm entity or firea m
trade association during the term of this Agreement.
33. 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 origi»al
signature. For these purposes, "electronic signature" mean; electronically scanned and transmitted versicns
(e.g. via pdf file or facsimile transmission) of an original s .gnature, or signatures electronically inserted -ia
software such as Adobe Sign.
(signature page follows)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
CITY OF WORTH:
By:
/FORT
William Johnson (Air 12, 202410:50 CDT)
Name:
William Johnson
Title:
Assistant City Manager
Date:
Apr 12, 2024
VENDOR:
ACTION SHRED OF TEXAS LLC:
By: — C_ _Q1—
Name: Craig L1
Title: CFO
Date: '-\ 14 12,Qzk
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By: Robert'Alldreage (Apr 12, 2024 07:38 CDT)
Name: Robert A. Alldredge, Jr.
Title: Executive Assistant Chief
Attest:
By:
�nJ
Name:
Jannette S_ GoodaIl
Title:
City Secretary
Contract Authorization:
M&C: None Required
Date M&C Approved: NIA
Form 1295: NIA
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Contract Compliance Manager:
By signing I acknowledge that 1 am the perswn
responsible for the monitoring and administration
of i:his contract, including ensuring all performance
and reporting requirements.
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By athryn Agee -low for ( pr 11, 2024 16:37 CdT)
Na ne: Loraine Coleman
Tit c: Administrative Services Manager
Approved as to Form and Legality:
By:
Name: Andrea Phillips
Title: Assistant City Attorney
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement — Action Shred of Texas LLC rage 10 of 12
EXHIBITA
SCOPE OF SE (VICES
Vendor will provide City with secure product destruction services of expired helmets, body a or,
uniforms, etc., in their certified facility by access -only employees on a "per project" basis, consistin of
either a minimum fee, container fee, weight fee, or a con`bination of fees (see Exhibit B). Service incl des
delivery/pick-up/transportation of materials in locking carts/gaylords to Vendor facility, offloading of
delivered product, staging, scheduling in shred queue, and destruction. Site visits to pick up samples for a
test destruction may be required depending on the material, with some materials unable to be
shredded/destroyed based on the contents (items containing batteries as an example). Any quote provi led
for services to be performed will be valid for 45 days_
Vendor will provide lockable containers ("Containers") and related equipment such as cardboard gaylcrds
on the City premises at no charge to keep for up to 30 days for the collection and temporary storage of
materials placed therein ("Confidential Materials").
Vendor will (i) pick up the Confidential Materials, anc (ii) destroy the Confidential Materials usin; a
mechanical shredding device ("Shredding Process"). At the time Vendor picks up the Confidential
Materials, it will provide a service ticket to the City statir g the type of material and quantity picked up.
Vendor will send the City written confirmation that the Confidential Materials have been destroyed.
Vendor will dispose of the materials once destroyed in a responsible manner. Materials that are recycla rle
will be handled accordingly.
Vendor's product destruction service is all-inclusive including transportation, offloading, stagiig,
destruction, and disposal providing a certificate of destruction each time_
The Containers and any other equipment temporarily pro sided to the City by Vendor remain the property
of the Vendor.
City shall pay Vendor $250 for any unreturned or damagce container upon termination of this agreement.
Vendor Services Agreement — Action Shred of Texas LLC Page 11 of 12
EXRWf T B
PAYMENT SCHEDULE
Product Destruction fee schedule from Action Shred of Texas
Product Destruction Service
1 Shredding Fees
$250.00 minimum fee for
General Service Description
any project or the per
container shred fee,
Action Shred twill provide secure product destruc tion in
whichever is higher.
their certified facility by access only employees, iervice
(ifthe project exceeds the
includes deliverylpick-up.'transportation ofmate. ials in
$250Wmmimum Fee, the
locking catts/gaylords to Action Shred facili .y,
mimmum does notsppty)
offloading of delivered product, staging, schedui ng in
• NO delivery fees,
shred quo mud destruction. A Certificate of Desruction
• No fuel surcharges.
will be provided.
• No trip fees.
Container capacities Destrlction/ shred fees:
96-gallon carts for (250 pounds capacity) [
96-gallon cart- S125 each
175-gallon carts for (450 pounds capacity)
175-gallon cart- S195 each
Gaylords (1,000 pounds capacity)
Gaylords andfor palletized
boxes-$275 each
Per pound fee is the default charge for any project that .25 cents per pound
cannot be placed inside a container
Vendor Services Agreement — Action Shred of Texas LLC Page 12 of 12