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HomeMy WebLinkAboutContract 46220CITY SECRETARY ll( "7 Ar) CONTRACT NO • ...-...!..L ..... P ll.....;;......,t-V __ CONTRACT Between CITY OF FORT WORTH and UNIVERSAL RECYCLING TECHNOLOGIES, LLC For ANNUAL CONTRACT FOR PACKAGING, TRANSPORTATION, AND DISPOSAL OF VARIOUS LAMPS, BALLASTS, AND ELECTRONIC WASTES ENV 14-06: ELW Transportation & Public Works Department Environmental Management Division November 2014 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX RECEIVED DEC o 8 A.M STA TE OF TEXAS COUNTY OF TARRANT § § § KNOWN ALL BY THESE PRESENTS ANNUAL CONTRACT FOR PACKAGING , TRANSPORTATION , AND DISPOSAL OF VARIOUS LAMPS , BALLASTS , AND ELECTRONIC WASTES ENV 14-06: ELW This Contract is entered into by and between the City of Fort Worth , a home-rule municipality located within Tarrant , Denton , Parker, and Wise Counties , Texas ("City"), acting through Fernando Costa , its duly authorized Assistant City Manager, and Universal Recycling Technologies , LLC ("Contractor"), acting through James Cornwell , its duly authorized President. City and Contractor may be referred to herein individually as a Party, or collectively as the Parties. WITNESS ETH : That for and in consideration of mutual covenants and agreements herein contained , the Parties hereto mutually agree as follows: 1. DEFINITIONS In this contract , the following words and phrases shall be defined as follows ; Contract Documents means th is contract , the Invitation to Bid , Request for Proposals , Request for Qualifications , or similar, all attachments , amendments , and appendices , all documents submitted with Contractor's response to the 1TB, RFP , or RFQ, and any contract amendments , change orders , task orders or other documents related to the substance of this cont ract. Hazardous materials means those materials defined as hazardous by the Hazardous Materials Transportation Act , 49 U.S .C. § 1801 et seq. Hazardous substance means any substance designated pursuant to 33 U .S .C . § 1321 (b)(21 )(A); any element, compound , mixture, solution , or substance designated pursuant to 42 U.S.C. § 6921 , the So lid Waste Disposal Act (but not including any waste the regulation of which under the Sol id Waste Disposal Act has been suspended by Act of Congress ; any toxic pollutant listed under 33 U.S.C. § 131 ?(a); any hazardous air pollutant listed under 42 U.S .C . § 7412 , the Clean Air Act ; and any imminently hazardous chemical substance or mixture with respect to wh ich the Admin istrator has taken action pursuant to 15 U.S .C. § 2606 . The term does not include petroleum , Light Bulb and Electronic Waste Re cycl ing Con tract Unive rsal Recycling Te chnolog ies, LLC Page 1 of 21 including crude oil substance under any of the above references , and the term does not include natural gas , natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of natural gas and such synthet ic gas). Hazardous Waste means any solid waste identified or listed as a hazardous waste by the administrator of the United States Environmental Protection Agency pursuant to the federal Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act , 42 U.S.C . §§6901 et seq., as amended. Notice to Proceed means the official letter issued by the City that authorizes Contractor to begin work . Oil means any kind of oil in any form , including , but not limited to, petroleum, fuel oil, crude oil, or any fraction thereof which is liquid at standard conditions of temperature and pressure , sludge , oil refuse, and oil mixed with waste . Order of Cessation means notice, either oral or written, from the City's Representative to immediately halt further work under this Contract. Pollutant means dredged spoil; solid waste ; incinerator residue; filter backwash ; sewage (including sewage from boats); garbage; sewage sludge; munitions; medical wastes; chemical wastes ; biological materials; toxic materials ; rad ioactive materials; heat, wrecked or discarded equipment ; rock; sand; cellar dirt; industrial, municipal , recreational, agricultural and other waste ; and certain characteristics of wastewater (e .g ., pH, temperature , TSS, turbidity, color, BOD, COD, toxicity , or odor). Responsible Party means the owner or operator of a vehicle , pipeline , or facility from which there has been a release or a threatened release of toxic or hazardous substances , materials , or wastes; oil or petroleum substance; pollutants; or contaminants. Subcontract means a contract between t he Contractor for this project and another person or company for any task defined in the scope of work . A purchase order is also considered a subcontract. Task Order means notice to Contractor in writing , issued by the City, directing the Contractor to perform specific services within the scope of this contract. TSCA means the federal Toxic Substances Control Act including all amendments and implementing regulations . 2. SCOPE OF CONTRACTOR'S SERVICES Contractor hereby agrees to perform as an independent contractor the services set forth in the Scope of Work attached hereto as Attachment "A ". Light Bulb and Electronic Waste Recycling Contract Universal Recycling Technologies , LLC Page 2 of 21 3. COMPENSATION Section 1. Fee Schedule. City and Contractor agree to the unit prices, labor rates, and other costs as specified in this contract. Contractor shall be compensated in accordance with the Fee Schedule shown in Attachment "B". Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment "A". The total fee paid by the City shall not exceed a total of thirty thousand dollars ($30,000.00) and the City will not be liable for any Contractor fees, costs, or other remuneration in excess of this amount unless the City has signed and issued a formal duly authorized amendment or modification to this contract. Section 2. Invoice and Payment. The Contractor shall provide timely invoices following each service activity to the City . All invoices must include the City Purchase Order number, generator address , date of service, and itemization of waste types collected, quantities , and unit prices. Contractor must provide along with the invoice, a completed waste manifest and certificate of destruction or recycling . Payment for services rendered shall be due within thirty (30) days of the uncontested performance of the particular services so ordered and receipt by City of Contractor's invoice for payment of same. In the event of a disputed or contested billing, only that portion so contested may be withheld from payment, and the undisputed portion will be paid . No interest will accrue on any contested portion of the billing until mutually resolved. City will exercise reasonableness in contesting any billing or portion thereof. Contractor shall receive no additional compensation for work delays or hindrances except when direct and unavoidable extra costs to the Contractor are caused by the City 's gross negligence . 4. TERM This term of this contract shall be for a period of one (1) year beginning on November 4, 2014 or on the date of execution by the City Secretary, whichever is later, and may be extended by subsequent agreement of both parties for two (2) additional periods of one (1) year each for a total of three (3) years. The contract prices resultant from this solicitation shall prevail for the full duration of the initial twelve month term. For subsequent renewals all conditions, terms, and pricing shall remain the same as stated Light Bulb and Electronic Waste Recycling Contract Un iv ersal Recycling Technologies , LLC Page 3 of 21 in the original contract unless otherwise agreed upon in writing by both parties in a duly authorized contract amendment. This is a non-exclusive contract. The City , in its sole discretion, may use other providers or its own employees for the services described in this contract. 5. INDEPENDENT CONTRACTOR The City agrees to hire Contractor as an independent contractor, and not as an officer, servant, or employee of the City. Contractor shall have the exclusive right to control the details of the work performed hereunder, and all persons performing same , and shall be solely responsible for the acts and omissions of its officers, agents, employees, and subcontractors . Nothing herewith shall be construed as creat ing a partnership or joint venture between the City and Contractor, its officers , agents, employees, and subcontractors; and the doctrine of respondeat superior has no application as between the City and Contractor. 6. INDEMN IFICATION A. The following words and phrases shall be defined as follows : 1. "Environmental Damages " shall mean all damages , losses , diminished values , claims , judgments, penalties , fines , liabilities, encumbrances , liens, costs, expenses of investigation , and the defense of any claim , whether or not such claim is ultimately defeated, results in a judgment or order of any kind, or is resolved by any good faith settlement, and of whatever kind or nature, direct or indirect, tangible or intangible, compensatory , exemplary, or punitive, economic or non-economic, contingent or otherwise , matured or unmatured , foreseeable or unforeseeable, to the City and any third parties , including without limitation reasonable attorney's and consultant's fees , any of the foregoing which are incurred as a result the Contractor's work , or due to negligence , or arising from a violation of any Environmental Requirements, or arising from strict liability, or an intentional tort, and whether any of the foregoing are attributable to the Contractor, a Subcontractor, a vendor, employee, agent, successor, or assignee and including by way of example but not limited to : a . Damages for personal injury or death, pain and suffering , mental or emotional distress , injury to property of any kind or to natural resources , environmental contamination, or the loss of use or value of property ; Light Bulb and Electronic Waste Recycling Contract Universal Recycling Technologies , LLC Page 4 of 21 b. Fees incurred for the services of attorneys , consultants , engineers , contractors , experts , laboratories , and investigators related to any studies , cleanup , remediation , removal , response , abatement, containment, closure , restoration , monitoring work , civil or criminal defense , or the recovery of any othe r costs ; and c. Liability , claims , or judgments to any third persons or governmental agencies in connection with the items referenced herein . d . Fines, penalties , costs, agreed orders , or settlements to any federal , state , or local government for violations of environmental laws, permits , standards , or regulations. 2. "Environmental Requirements " shall mean standards for the allowable or permissible levels , concentrations , or amounts of materials ; all applicable present and future statutes , regulations , rules , permits , plans , or authorizations of all governmental agencies, departments , commissions , boards , bureaus, or ins t rumentalities of the United States , states , and political subdivisions thereof; and all applicable judicial , administrative , and regulatory decrees, judgments , and orders; and all common law causes of action; all of the above relating to the protection of human health or the environment and being inclusive of, but not limited to: a. All requirements , including , but not limited to , those pertaining to reporting , licensing , permitting , facilities , sites , operations , emissions , discharges , releases , or threatened releases of wastes , substances , materials , pollutants , contaminants , hazardous wastes, petroleum products , toxic substances , materials , or other any other regulated or harmful substances whether solid , liquid , or gaseous into the air , surface water , groundwater, storm water , or land , or relating to the manufacture , processing , distribution , use , treatment , sto rage , d isposal , transport, or handling of elements , compounds , materials , substances , pollutants , contaminants , or hazardous or toxic materials , substances , or was tes , whether solid, liquid , or gaseous in nature; and b. All requirements , including , but not limited to , those pertaining to reporting , licensing, permitting , fac ilities , sites , operations , emissions , discharges , releases , or threatened releases of radioactive materials or radiation or electromagnetic fields. c . All requirements pertaining to the protection of the environment , natural resources , the health a nd safety of employees or the public; and Light Bulb and Electronic W aste Re cycling Contract Un iversal Rec ycling Te chno logie s, LLC Page 5 of 21 d. Citizen suits authorized by any federal or state law ; and e. All common law causes of action related to health, safety, natural resources, and the environment. 8. Environmental Indemnification. CONTRACTOR AGREES TO INDEMNIFY, HOLD HARMLESS, RELEASE, REIMBURSE, AND DEFEND, THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES AGAINST ANY AND ALL: 1) ENVIRONMENTAL DAMAGES, AS DEFINED HEREIN, THAT ARE RELATED TO ANY ENVIRONMENTAL REQUIREMENTS AS DEFINED HEREIN, INCLUDING ANY ACTS, OMISSIONS, OR LIABILITIES (INCLUDING STRICT LIABILITY) BY ANY PERSONS, AND 2) VIOLATIONS, ALLEGED VIOLATIONS, SUITS, OR CLAIMS RELATED TO ANY ENVIRONMENTAL REQUIREMENTS AS DEFINED HEREIN, INCLUDING ANY ACTS, OMISSIONS, OR LIABILITIES (INCLUDING STRICT LIABILITY) BY ANY PERSONS. C. General Indemnification. CONTRACTOR AGREES TO INDEMNIFY, RELEASE, HOLD HARMLESS, REIMBURSE, AND DEFEND, THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL DAMAGES, LIABILITY, CLAIMS, SUITS, DEMANDS, OR CAUSES OF ACTION THAT ARISE FROM THE CONTRACTOR'S OPERATIONS UNDER THIS AGREEMENT WHETHER SUCH ARE CAUSED IN WHOLE OR IN PART BY ANY ACT OR OMISSION OF CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, SUCCESSORS, OR ASSIGNS, OR THE CITY, AND WHETHER ARISING FROM NEGLIGENCE, INTENTIONAL TORT, VIOLATION OF A LAW OR DUTY TRIGGERING STRICT LIABILITY, OR BY THE INFRINGEMENT OF ANY PERSON'S PROPERTY, LEGAL, OR CONSTITUTIONAL RIGHT. D. Express Negligence: SUBJECT ONLY TO THE LIMITATIONS PROVIDED BY SECTION 2254.0031 OF THE TEXAS GOVERNMENT CODE, IT IS THE INTENTION OF THE PARTIES THAT THE TERMS OF THIS INDEMNITY AGREEMENT, INCLUDING THE GENERAL AND ENVIRONMENTAL INDEMNITY PROVISIONS, SHALL APPLY EVEN IF SUCH INJURY, DEATH OR PROPERTY DAMAGE IS CAUSED, IN WHOLE OR IN PART, BY THE NEGLIGENCE, GROSS NEGLIGENCE, INTENTIONAL ACT OR OTHER FAULT OF THE CITY OF FORT WORTH OR ITS EMPLOYEES, AGENTS, OFFICERS, OFFICIALS, VOLUNTEERS, CONTRACTORS OR OTHER PERSONS CONNECTED WITH, OR IN PRIVITY WITH, THE CITY OF FORT WORTH. Light Bulb and Electronic Waste Recycling Contract Universal Recycling Technologies , LLC Page 6 of 21 E . The obligations of the Contractor related to this general and environmental indemnification shall include , but not be limited to , t he burden and expense of reimbursing the City for all fees and costs for defending all claims , suits , and administrative proceedings , even if such cla ims , suits or proceedings are groundless , false , or fraudulent , and conducting all negotiations of any description , and paying and discharging , when and as the same become due , any and all judgments , settlements, penalties or other sums due against such indemnified persons . F . Upon learning of a claim , lawsuit, or other liability which Contractor is required hereunder to indemnify , contractor shall provide City with timely notice of same. G . The obligations of the Contractor related to this indemnification shall survive the expiration or termination of this Agreement and the discharge of all other obligations owed by the parties to each other hereunder. 7 . INSURANCE The Contractor certifies it has , at a min imum , current insurance coverage as detailed below and will maintain it throughout the term of this Contract. Prior to commenc ing work , the Contractor shall deliver to City , certificates documenting this coverage . The City may elect to have the Contractor submit its entire policy for inspection . A. Insurance coverage and limits : 1. Commercial General Liability Insurance $1 ,000 ,000 each occurrence ; $2 ,000 ,000 aggregate 2. Automobile Liability Insurance Coverage on vehicles involved i n the work performed under th is contract: $1 ,000 ,000 per accident on a combined single limit basis or: $500 ,000 bodily injury each person ; $1 ,000,000 bodily injury each accident; and $250 ,000 property damage . The named insured and employees of Contractor shal l be covered under this policy. The City of Fort Worth shall be named an Additional Insured , as its interests may appear. Liability for damage occurring while loading , unloading and transport ing materials collected under the Contract shall be included under this pol icy . 3 . Worker's Compensation Coverage A: statutory lim its Coverage B: $100 ,000 each accident $500 ,000 disease -policy li mit Li ght Bul b an d Electroni c W aste Recycl ing Con tr act Universal Recy clin g Tec h nolog ies , LLC Pa ge 7 of 21 $100 ,000 disease -each employee 4. Environmental Impairment Liability (Ell) and/or Pollution Liability $4,000 ,000 in aggregate and per occurrence. Ell coverage(s) must be included in policies listed in subsection 1 above ; or, such insurance shall be provided under separate policy(s). Liability for damage occurring while loading, unloading and transporting materials collected under the contract shall be included under the Automobile Liability insurance or other policy(s). 5. NOTE: BETWEEN 1 AND 4 ABOVE , ANY POLLUTION EXPOSURE, INCLUDING ENVIRONMENTAL IMPAIRMENT LIABILITY, ASSOCIATED WITH THE SERVICES AND OPERATIONS PERFORMED UNDER THIS CONTRACT SHALL BE COVERED; IN ADDITION TO SUDDEN AND ACCIDENTAL CONTAMINATION OR POLLUTION , LIABILITY FOR GRADUAL RELEASES, SPILLS , OR EMISSIONS AND ALL CLEAN-UP COSTS SHALL BE COVERED. B. Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to the City prior to Contractor proceeding with the Contract. 1. Applicable policies shall be endorsed to name the City an Additional Insured thereon , as its interests may appear. The term City shall include its employees , officers , officials , agents, and volunteers as respects the Contracted services .. 2 . Certificate(s) of Insurance shall document that insurance coverage specified herein are provided under applicable policies documented thereon . 3. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements. 4 . A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the City. A ten (10) days notice shall be acceptable in the event of non-payment of premium . Such terms shall be endorsed onto Contractor's insurance policies . Notice shall be sent to Department of Financial Management Services -Risk Management Division, City of Fort Worth, 1000 Throckmorton Street , Fort Worth , Texas 76102. 5. Insurers for all policies must be authorized to do business in the state of Texas or be otherwise approved by the City; and , such insurers shall be acceptable to the City in terms of their financial strength and solvency . 6 . Deductible limits, or self-insured retentions , affecting insurance required herein shall be acceptable to the City in its sole discretion ; and , in lieu of traditional insurance , any alternative coverage maintained through insurance pools or risk retention groups must be also approved . Dedicated financial resources or Letters of Credit may also be acceptable to the City . Light Bulb and Electronic Waste Recycling Contract Universal Re cycli ng Technologies , LLC Page 8 of 21 7. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the City as respects the Contract. 8. The City shall be entitled, upon its request and without incurring expense , to review the Contractor's insurance policies including endorsements thereto and, at the City's discretion; the Contractor may be required to provide proof of insurance premium payments . 9. The Commercial General Liability insurance policy shall have no exclusions by endorsements unless the City approves such exclusions. 10 . The City shall not be responsible for the direct payment of any insurance premiums required by the contract. It is understood that insurance cost is an allowable component of Contractor's overhead. 11 . All insurance required above shall be written on an occurrence basis in order to be approved by the City. 12. Subcontractors to the Contractor shall be required by the Contractor to maintain the same or reasonably equivalent insurance coverage as required for the Contractor. When subcontractors maintain insurance coverage , Contractor shall provide City with documentation thereof on a certificate of insurance. Notwithstanding anything to the contrary contained herein, in the event a subcontractor's insurance coverage is canceled or terminated , such cancellation or termination shall not constitute a breach by Contractor of the contract. 8 . BONDS A. Payment and Performance Bonds . Before beginning the work on any Public Works Contract as defined in TX. Loe . Gov't. Code Section 2253 , the Contractor shall be required to execute to the City of Fort Worth, a payment bond if the contract is in excess of $25 ,000, and a performance bond if the contract is in excess of $100 ,000. The payment bond is solely for the protection and use of payment bond beneficiaries who have a direct contractual relationship with the Contractor or subcontractor to supply labor or material ; and in 100% the amount of the Contract. The performance bond is solely for the protection of the City of Fort Worth ; in 100% the amount of the Contract ; and conditioned on the faithful performance by Contractor of the work in accordance with the plans , specifications , and contract documents. Contractor must provide the payment and performance bonds , in the amounts and on the conditions required , within 14 calendar days after Notice of Award. Light Bulb and Electronic Waste Recycling Contract Un iversal Recycling Technologies , LLC Page 9 of 21 B. Requirements for Sureties . The bonds shall be issued by a corporate surety duly authorized and perm itted to do business in the State of Texas that is of sufficient financial strength and solvency to the satisfaction of the City. The surety must meet all requirements of Article 7.19-1 of the Texas Insurance Code . All bonds furnished hereunder shall meet the requirements of Chapter 2253 of the Texas Government Code , as amended. In addition , the surety must (1) hold a certificate of authority from the United States Secretary of the Treasury to qualify as a surety on obligations permitted or required under federal law; or (2) have obtained reinsurance for any liability in excess of $100 ,000 from a reinsurer that is authorized and admitted as a reinsurer in the state of Texas and is the holder of a certificate of authority from the Untied States Secretary of the Treasury to qualify as a surety on obligations permitted or required under federal law. Satisfactory proof of any such reinsurance shall be provided to the City upon request. The City , in its sole discretion , will determine the adequacy of the proof required herein . No sureties will be accepted by the City that are at the time in default or delinquent on any bonds or which are interested in any litigation against the City. Should any surety on the Contract be determined unsatisfactory at any time by the City , notice will be given to the Contractor to that effect and the Contractor shall immediately provide a new surety satisfactory to the City . 9. WARRANTY Contractor shall perform and warrant that all work and work products shall conform to that degree of skill , care , quality, and diligence as provided by other highly competent providers and practitioners in the state of Texas , under similar circumstances, and taking into consideration the contemporary state of the art in the field. Approvals or payments by the City or another entity shall not constitute or be deemed to be a release of the responsibility and liability of Contractor or its officers , agents, employees, contractors and subcontractors for the adequacy and competency of its services performed hereunder. 10 . DEFAULT AND TERMINATION A Contractor shall not be deemed to be in default because of any failure to perform in a timely manner under this contract , if the failure arises from acts of God, acts of the public enemy , fires , epidemics, quarantine restrict ions, labor strikes , freight embargoes , and unusually severe weather , except however that Contractor shall take all reasonable measures to mitigate any delays and costs. The City in all circumstances reserves the right to obtain performance of the services anticipated by this contract from another Contractor at its sole discretion for any reason and such an act will not be deemed to be a breach by the City. Light Bulb and Electronic Waste Recycling Contract Universal Re cycli ng Technolog ies , LLC Page 10 of21 B. If the failure to perform is caused by the failure of a subcontractor of Contractor's to perform, and if such failure was beyond the control of both the Contractor and the subcontractor, without their fault or negligence , Contractor shall not be deemed to be in default unless the subcontracted supplies or services were reasonably obtainable from other sources . C . If Contractor fails to begin work herein provided for within the time specified above , or to complete such work within the time specified above , within the true meaning of this contract , City shall have the right to take charge of and complete the work in such a manner as it may deem appropriate . If City exceeds the costs detailed in the attached documents , City may deliver to Contractor a written itemized statement of the total excess costs , and Contractor shall reimburse City for such excess costs w ithout delay . D. Alternatively , if at any time during the term of this contract the work of Contractor fails to meet the specifications of the contract documents , City may notify Contractor of the deficiency in writing . Failure of Contractor to correct such deficiency and complete the work required under this contract to the satisfaction of City within ten days after written notification shall result in termination of this contract. All costs and attorneys fees incurred by City in the enforcement of any provision of this contract shall be paid by Contractor. E. City may terminate this Contract with or without cause upon written notice to Contractor, provided that such termination shall be without prejudice to any other remedy the City may have. In the event of termination , any work in progress will continue to completion unless specified otherwise in the notice of termination . The City shall pay for any such work in progress that is completed by Contractor and accepted by the City. F. The remedies provided for herein are in addition to any other remedies available to City elsewhere in th is contract. 11. LICENSES AND PERMITS Contractor certifies and warrants that on the day any work is to commence under this contract and during the duration of the contract it shall have and maintain all of the current, valid , and appropriate federal , state , and local licenses and permits necessary for the provision of services under this contract. Contractor also certifies that if it uses any subcontractor in the performance of this contract , that such subcontractor shall have and maintain all of the current , valid , and appropriate federal , state, and local licenses and permits necessary for the provision of services under this contract. Light Bulb and Electroni c Waste Recycling Contract Universal Recycling Technologies , LLC Page 11 of21 12 . OBSERVE AND COMPLY Contractor shall at all times observe and comply with all federal, state, and local laws and regulations and with all City ordinances and regulations which in any way affect this Agreement and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered . Contractor agrees to defend, indemnify and hold harmless City and all of its officers, agents and employees from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees. 13. MODIF ICATION No amendment or modification of this Contract shall be binding on the Contractor or the City unless set out in writing and signed by both parties. No amendment or modification shall be binding upon the City unless signed by the City Manager or an Assistant City Manager of the City of Fort Worth. Any changes to the scope of work or compensation must be in the form of a written, formal , authorized modification of this contract that is in accordance with all applicable state and city laws , regulations, and ordinances. In no event shall any verbal authorization changing the scope of work or verbal agreements for additional compensation be binding upon the City. Contractor expressly agrees a) not to make changes to its legal , financial, or logistical position on any matter based on any oral representation by an employee, contractor, or agent of the City prior to obtaining a written modification to this contract ; b) that it waives any claim based upon reliance or estoppel as a result of acting or not acting due to an alleged oral change to a material term of this contract from the City, its employees, contractors, or agents ; and c) that it waives any claim for compensation for work performed based upon an alleged oral change to a material term of this contract from the City, its employees , or agents . 14 . RIGHT TO AUDIT City and Contractor agree that , until the expiration of three (3) years after the final payment under this Contract , the City shall have access to and the right to examine any directly pertinent books , documents , papers and records of the Contractor involving transactions relating to this Contract. Contractor further agrees to include in all its subcontracts hereunder a provision to the effect that the subcontractor agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to papers and records of such subcontractor involving Light Bulb and Electronic Waste Recycling Contract Universal Recycling Technologies , LLC Page 12 of 21 transactions relating to the subcontract. The term "subcontract" as used herein includes purchase orders. 15. MINORITY AND WOMAN BUSINESS ENTERPRISE (M/WBE) PARTICIPATION In accordance with City Ordinance No. 20020 , the City has goals for the participation of minority business enterprises and woman business enterprises ("M/WBE ") in City contracts . Contractor acknowledges that no M/WBE goal has been established for this Agreement. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by the Contractor may result in the termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. 16. NON-DISCRIMINATION During the performance of this contract, Contractor shall not discriminate in its employment practices and shall comply with all applicable provisions of Chapter 17, Article Ill of the Code of the City of Fort Worth. Contractor agrees not to discriminate against any employee or applicant for employment because of because of age, race, color, religion, sex , disability, national origin, sexual orientation, transgender, gender identity or gender expression in any manner involving employment, including the recruitment of applicants for employment, advertising , hiring, layoff, recall, termination of employment, promotion, demotion, transfer, compensation, employment classification, training and selection for training or any other terms , conditions or privileges of employment. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of the non-discrimination clause. Contractor also agrees that in all solicitations or advertisements for employees placed by or on behalf of this contract , that Contractor is an equal opportunity employer. Notices , advertisements , and solicitations placed in accordance with federal law , rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section. 17. GOVERNING LAW The City and Contractor agree that the validity and construction of this contract shall be governed by the laws of the State of Texas , except where preempted by federal law. Light Bulb and Electronic Waste Recycling Contract Un iversal Recycling Technologies , LLC Page 13 of21 18 . SEVERABILITY The provisions of this contract are severab le ; and if for any reason any one or more of the provisions conta ined herein are held to be invalid , illegal or unenforceable in any respect , the invalid ity, illegality or unenforceability shall not affect any other provision of this contract , and this contract shall remain in effect and be construed as if the invalid , illegal or unenforceable provision had never been contained in the contract. 19 . RIGHTS AND REMEDIES NOT WAIVED In no event shall the making by the City of any payment to Contractor constitute or be construed as a waiver by the City of any breach of covenant , or any default which may then exist , on the part of Contractor, and the making of any such payment by the City while any such breach or default exists shall in no way impair or prejudice any right or remedy available to the City with respect to such breach or default. Any waiver by either party of any provision or condition of the contract shall not be construed or decreed to be a waiver of any other provision o r condition of th is Contract, nor a waiver of a subsequent breach of the same provis ion or condition , unless such waiver be expressed in writing by the party to be bound . 20 . VENUE AND JURISDICTION If any action , whether real or asserted , at law or in equ ity, 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 Divis ion . Contractor affirms that it is subject to the jurisdiction of said Courts and will not contest jurisdiction or venue as specified he rein having consented in this agreement with full prior knowledge as to forum. 21 . NOTICES Any no t ices , bills , invoices or reports requi red by this cont ract shall be sufficient if sent by the parties in the United States mail , postage pa id , to the address noted below: Light Bulb and Elec tro nic W as te Re cycli ng Co ntract Un ive rsa l Re cyc lin g T echno logies , LL C Page 14 of 2 1 If to the City: If to the Contractor: Michael A. Gange, Assistant Director Transportation and Public Works Department City of Fort Worth 1000 Throckmorton Fort Worth, Texas 76102 -6311 James Cornwell, President Universal Recycling Technologies, LLC 731 Eight Twenty Blvd, Suite 200 Fort Worth , TX 76106 22. ASSIGNMENT The City and Contractor bind themselves and any successors and assigns to this contract. Contractor shall not assign, sublet , or transfer its interest in this contract without written consent of the City. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the City, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the City and Contractor. If Contractor desires to subcontract any service(s) to be performed under this contract , Contractor agrees to obtain the City's written acceptance of such subcontractor(s) before allowing any subcontractor(s) to perform designated service or services. Failure of the Contractor to obtain the City's written acceptance of any and all of the Contractor's subcontractors used in the performance of this agreement shall be grounds for automatic termination. In addition, Contractor acknowledges that City may, at City 's own discretion , perform on-site audits of all proposed subcontractors ' facilities in order to determine acceptability of the Subcontractor(s). 23. NO THIRD-PARTY BENEFICIARIES This Agreement shall inure only to the benefit of the parties hereto and third persons not privy hereto shall not , in any form or manner, be considered a third party beneficiary of this Agreement. Each party hereto shall be solely responsible for the fulfillment of its own contracts or commitments. 24. CONTRACT CONSTRUCTION The parties acknowledge that each party and, if it so chooses , its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. Light Bulb and Electroni c Waste Re cycl ing Contract Unive rs al Recycling Technologie s , LLC Pa ge 15 of 21 The paragraph headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Contract. 25 . ENTIRETY AND CONFLICTS This contract, the contract documents , and any other documents incorporated by reference herein are binding upon the parties and contain all the terms and conditions agreed to by the City and Contractor, and no other contracts , oral or otherwise , regarding the subject matter of this contract or any part thereof shall have any validity or bind any of the parties hereto . In the event of any conflict between this contract and any other contract documents , then the terms of this contract shall govern. 26 . AUTHORITY AND EXECUTION By signing this contract Contractor warrants that it has had the opportunity 1) to examine this contract in its entirety, 2) to have its legal counsel examine and explain the content, terms, requirements, and benefits of this contract if Contractor so chooses , and 3) to negotiate the terms of this contract within the bounds of applicable law. Having had the opportunity to submit its bid and also to specifically negotiate the terms of this contract , Contractor agrees to be bound by this contract and expressly agrees to the terms of this contract , including terms that may vary from those of the Invitation to Bid or the Contractor's proposal. The signatory to th is contract represents that he or she is legally authorized by the Contractor to enter into a binding agreement on behalf of the Contractor. The rema inder of this page is left intentionally blank Light Bulb and Ele ctronic W aste Recyc ling Contract Un iversal Re cycling Techno logi es , LLC Page 16 of 21 ATTACHMENT A SCOPE OF WORK Contractor shall furnish all labor, materials, and equipment necessary for and have the responsibility to provide storage and shipping containers, provide on-site pickup, provide transportation, handle recycling and disposal, as applicable for a variety of lights ; light ballasts, including those without PCBs and those that contain PCBs; batteries; and other electronic waste ; including but not limited to : • Fluorescent lamps (4 ' & 8') • U-shaped fluorescent lamps • Halogen Lamps • Automotive headlights • Incandescent bulbs • Flood Lights • Mercury vapor lamps • Sodium vapor lamps • Xenon bulbs • Metal arc metal halide bulbs • Crushed bulbs (caused by City of Fort Worth personnel only) • Fluorescent light ballasts with PCBs • Leaking fluorescent light ballasts with PCBs • Fluorescent light ballasts without PCBs • Liquid mercury for recycling • Transformers, capacitors , and discarded electronic equipment • Batteries , including NiCd, NiMH, Lithium-ion , Lithium-Primary , Lead Acid , and alkaline Incineration shall be the required method of disposal under this contract for all capacitors (after removal from ballasts) and any associated PCB articles . After removal of capacitors, all ballasts must be recycled unless they are leaking and/or otherwise a PCB article . Provider will be required to provide the City with the PCB log documentation to maintain compliance with TSCA at a minimum . The Contactor will be required to collect and containerize contracted materials from numerous city facilities -no central pickup location is planned . All services shall be performed in accordance with the latest federal, state and local environmental regulations. Contractor will be required to coordinate scheduling of waste collection with City staff and to be on-site for a waste shipment within 5 business days of receiving a Task Order under this Contract. Light Bulb and Electron ic Waste Recycling Contract Universal Recycling Technologies , LLC Page 17 of 21 The work required under this contract includes but is not limited to the following tasks: Routine Tasks • Provide paperwork and documentation needed to complete waste shipments; • Provide on-site pickup of waste within five (5) business days of the request from the City. If request is made after NOON then the 5-day clock starts the following business day. • Collect , package (containerizing), and label hazardous , non-hazardous , and universal waste ; • Provide transportation services for wastes to disposal or recycling facilities , no central pickup location is planned ; • Dispose , recycle and/or reuse of requested materials ; • Provide invoices per shipment site that clearly identify shipment address , shipment date , manifest(s) number, type of waste , quantity of each type of waste , etc . • Provide City fully executed Waste Manifests within 35 days of pickup date; • Provide Certificates of Destruction (CD) to the City within 60 days of pickup date except for Special Waste that will be within 120 days of pickup date; and • Provide Quarterly "Waste" Shipment/Handling/Disposal Summaries within 15 calendar days of the close of the calendar quarter (i.e ., due on April 15, July 15, October 15 , and January 15). Staffing Requirements • Provide a minimum of one (1) field technician for shipments containing less than 20 containers and a minimum of two (2) field technicians for shipments greater than 20 containers; and • Provide single point of contact for shipment requests/scheduling . The City will perform the following tasks under this contract: • Provide material safety data sheets (MSDSs) and process information on wastes for disposal, recycling, and/or reuse; • Provide timely notice to Contractor in writing of requests , detailing the location(s), type of work , and other pertinent information; • Aid in the selection of disposal , recycling and/or reuse methods ; • Provide required regulatory information for manifest and shipping paper information ; and • Provide representative to accompany Contractor at project sites. Light Bulb and Electronic Waste Recycl ing Contract Un iversal Recycling Technolog ies , LLC Page18of21 ATTACHMENT B FEE SCHEDULE Compensation shall be in accordance with the price list below , not exceed a total annual expenditure by the City of thirty thousand , dollars ($30 ,000 .00). Payment shall be considered full compensation for all materials, suppl ies, equipment , and labor necessary for packaging , loading, labeling , transportation, and disposal. Waste Stream Units Unit Price Fluorescent lamps (4') each $0.15 Fluorescent lamps (8') each $0.27 Li-shaped/circular fluorescent lamps each $0.28 Compact fluorescent bulbs w/ ballast each $0.28 Compact fluorescent bulbs each $0.28 UV fluorescent bulbs each $1 .50 HID lamps each $0.73 HID fixtures -no lamps pound $0.00 HID fixtures -with lamps pound $0 .00 Incandescent bulbs each $0 .23 Halogen Lamps each $0 .23 Projector bulbs each $0.28 Crushed Bulbs (caused by CFW personnel)1 pound $1.00 Fluorescent light ballasts with PCBs pound $0 .72 Leaking fluorescent light ballasts with PCBs pound $1.00 Fluorescent light ballasts without PCBs L pound $0 .00 Transformers pound $0.00 Capacitors pound $0.00 Lithium-Primary Batteries pound $5.93 Alkaline Batteries pound $0.41 Discarded electronic equipment pound $0.10 Discarded electronic equipment cubic yard box $45.00 Mercury containing device pound $7.50 Mercury liquid (elemental) pound $7.50 For the items below, Contractor will pay the City a scrap fee for the quantity collected according to the unit prices shown below, with no limit on the quantity accepted , either through an invoice credit or by submitting a sepa rate check made payable to The City of Fort Worth . Nickel Cadmium (NiCd) Batteries pound $0 .11 Nickel metal hydride (NiMH) Batteries pound $0 .37 Lithium-ion Batteries pound $0 .13 Lead acid (Pb) Batteries pound $0 .07 1-T he City of Fort Worth 1s not respons ible for covering costs d ue to Contractor's m1shandl1ng of lamps or boxes caus ing breakage or other damage. Contractor must cover costs for any d amage due to mishandling of la mps during work performed under this contract. 2-Recycling requi rement: though not all ballasts contain PCBs, incineration of all capacitors (after removal from ba llasts) and associated PCB articles is required under this contract. Light Bulb and Electronic Waste Recycling Contract Unive rsal Recycling Technologies , LLC Page 19 of 21 ANNUAL CONTRACT FOR PACKAGING, TRANSPORTATION , AND DISPOSAL OF VARIOUS LAMPS, BALLASTS , AND ELECTRONIC WASTES ENV 14-06: ELW IN WITNESS THEREOF , the parties have executed this contract in triplicate in Fort Worth , Texas , on the dates written below. CITY OF FORT WORTH BY:~~CI~ Fernando Costa Assistant City Manag1er . 1 A Date Signed: Iii /.?/fr_ Light Bulb and Electronic Waste Recycling Contract Universal Recycling Technologies , LLC CONTRACTOR UNIVERSAL RECYCLING TECHNOLOGIES , LLC svfiJ.& Ja esomwell Pre ·aent WIT W)rx_~ OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 21 of 21 CERTIFICATE OF INSURANCE TO: CITY OF FORT WORTH Contract Term: 11/4/2014 -11/3/2015 NAME OF PROJECT: Annual Contract for Packaging, Transportation, and Disposal of Various Lamps, Ballasts, and Electronic Wastes PROJECT NUMBER: ENV 14-06: ELW CONTRACTOR: Universal Recycling Technologies, LLC Please insert your Accord insurance form following this page . Your insurance form should list the City of Fort Worth as the additionally insured. VENDOR COMPLIANCE TO STATE LAW The 1985 Session of the Texas Legislature passed House Bill 620 relative to the award of contracts to non-resident bidders. This law provides that, in order to be awarded a contract as low bidder, non-resident bidders (out of state contractors whose corporate offices or principal place of business are outside of the State or Texas) bid projects for construction, improvements, supplies or services in Texas at an amount lower than the lowest Texas resident bidder by the same amount that a Texas resident bidder would be required too underbid a non-resident bidder in order to obtain a comparable contract in the State in which the non-resident's principal place of business is located. The appropriate blanks in Section A must be filled out by all out-of-state or non-resident bidders in order for your bid to meet specifications. The failure of out-of-state or non-resident contractors to do so will automatically disqualify that bidder. Resident bidders must check the box in Section B. A. Non-Resident vendors in-------(give State), our principal place of business, are required to be percent lower than resident bidders by State law. A copy of the Statute is attached. Non-resident vendors in (give State), our principle place of business, are not required to underbid resident bidders. B. Our principle place of business or corporate office(s) is in the State of Texas. CZJ Bidder: Universal Recycling Technologies, LLC 731 Eight Twenty Blvd , Suite 200 Fort Worth , TX 76106 By: (Please Print) ~~ s ~ {)e}J-r Title (Please Print) CONTRACTOR COMPLIANCE WITH WORKERS' COMPENSATION LAW Pursuant to V.T.C .A. Labor Code §406.96 (2000), as amended , Contractor certifies that it provides workers ' compensation insurance coverage for all of its employees employed on City of Fort Worth Department of Transportation Project No . ENV 14-06: ELW. STATE OF rBtt1:'S /\JV § § COUNTY OF :r A~d\~T Ttoul\-§ CONTRACTOR Name: ~-; ~~C /1 Title: .Y/2.. "'5'°· .~ Date : )l)-t:, -/ / ' LLC Before me , the undersigned authority, on th is day personally appeared '\""'"t·n.:::-r C '2 -> ""~ · '->I N w f-LL , known to me to be the person whose name is subscribed to the fo regoing instrument , and acknowledged to me that he executed the same as the act and deed of Universal Recycling Technologies, LLC for the purposes and consideration therein exp ressed and in the capacity therein stated . Given Under My Hand and Seal of Office this Coi1f-day of OC.{'01~r-/[ , 20 t=,: . ST ATE OF TEXAS COUNTY OF TARRANT § § § CITY SECRETA&lf 4 J,, '1,Q A1 CONTRACT NO. lf 0('71 - KNOWN ALL BY THESE PRESENTS: ~i RECE IVE D DEC l 6 2015 FIRST AMENDMENT TO Ti O~ FORT WORTH "In' StCRETARV CITY SECRETARY CONTRACT NO . 46220 / THIS FIRST AMENDMENT to City Secretary Contract No . 46220 is entered into by and between the City of Fort Worth ("City "), a home-rule municipality in the State of Texas , acting through Fernando Costa , its duly authorized Assistant City Manager, and Universal Recycling Technologies , LLC ("Contractor"), acting through James Cornwell , its duly authorized President. WHEREAS , the City and Un iversal Recycling Technologies , LLC have entered into that certain agreement identified as City Secretary Contract No . 46220 (also the "Contract") commencing on December 5 , 2014 for packaging , transportation , and disposal of various lamps , ballasts, and electronic waste ; and WHEREAS , the contract was for an initial term of one year and that contract provides for the extension of the term of the agreement for up to two additional periods of one year each ; and WHEREAS , municipal contracts for services are exempt from the provisions of Chapte r 252 of the Texas Local Government Code under the General Exemption provided for procurements necessary to preserve or protect the public health or safety of a municipal ity 's residents ; and WHEREAS , the parties wish to extend the term of the contract for an additional year (second of three) and sufficient funds have been appropriated ; and WHEREAS , the parties agree that all othe r conditions , terms , and pric i ng shall remain the same as stated in City Secretary Contract No. 46220 ; NOW, THEREFORE , for and in consideration of the mutual covenants contained herein , and other good and valuable consideration , the receipt and suffic iency of which are ~ereby acknowledged and confessed , the parties hereto agree as follows: er., 1. Extended term of contract: C, ~City Sec retary Contract number 46220 is extended to include the term beginning z: Decembe r 5 , 2015 and ending Decembe r 4 , 2016 . ,.., ,-------c:, First amendment to Contract #46220 Universal Recycling Technologies, LLC OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 1 of 2 2. Compensation Not to Exceed Amount: Compensation shall not exceed thirty thousand dollars ($30 ,000 .00) for the term of this amendment , billable according to the fee schedule of City Secretary Contract number 46220 and subject to all other terms and conditions as stated in City Secretary Contract number 46220. 3 . Miscellaneous: All other definitions , terms , and conditions of C ity Secretary Contract number 46220 shall remain unchanged except as expressly set forth herein . IN WITNESS THEREOF, the parties have executed this contract in triplicate in Fort Worth , Texas, on the dates written below . CITY OF FORT WORTH BY: 5 u-~ ... J. ~L-~ Fernando Costa Assistant C ity Manager Date: 1-:l..prJ ~ APPROVED AS TO FORM AND LEGALITY : I NO M&C RHQUIRED I First amendment to Co ntract #46220 Universal Recycling Technologies, LLC CONTRACTOR Universal Recycling Technologies , LLC BY~ J a esCornwett President CORPORATE SEAL : OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 2 of2 ..