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HomeMy WebLinkAbout064654 - General - Contract - Universal Recycling Technologies, LLCCSC No. 64654 RT �Va RT H�H� o _ VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agceement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home-r�ile municipal corporation, acting by and through its duly authorized Assistant City Manage►•, and Universal Recycling Technologies, LLC ("Vendo►•"), a Foceigi� Limited Liability Company, each individually referred to as a"party"" and collectively ret�ecced to as the "pai-ties." AGREEMENT DOCUMCNTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A— Scope of Services; and 3. Exhibit E3 — Price Schedule. Exhibits A and B, which are attached hereto and incorporated herein, are made a part o1' this Agceement for all purposes. In the event of any conflict between the terms and conditions of the attached exhibits and the terms and conditions set forth in the body of this Abreement, the terms and conditions of this Agceement shall control. 1. Scone of Services. Vendoi• shall provide all labor, mate►•ials, equipment. supplies, and tools required to destroy seized gaming machines as ordered foc destruction followinb tinal court adjudication ('`Services"), which are set forth in moce detail in Exhibit "n" ("Scope of Secvices'"), attached hereto and incocporated he►•ein for all purposes. 2. Term. The Initial Term of this Agreement is for one ( I) year, bebinninb on the date that this Abreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earliec in accocdance with this Ag�•eement. City will have the option, in its sole discretion, to renew this Agreement under the same tecros and conditions, fo►• up to fouc one-year renewal option(s) (each a "Renewal Term"). 3. Comnensation. Total compensation under this Agreement will not exceed fifty thousand dollars and zero cents ($50,000.00). The Vendor acknowledges that this is a non-exclusive agreement and thei-e is �10 auarantce of any specitic amo�u�t of participation. 1=u�rther, Vei�dor recognizes that the amow�t stated above is the total amount of funds available. collectively, 1-or any Vendor that enters into an agreement with the City under the relevant M&C or for similar services and that once the fiull amount has been exhausted, whether individually oc collectively, funds have thei•efore been exhausted under this Agreement as welL Vendor will not pei•fo►•m any additional services or OFFICIAL RECORD CITY SECRETARY Vendor Service Agreement- URT, LLC. FT. WORTH, rx page 1 of 14 bill for expenses incucred for City not specitied by this Agceement unless City requests and approves in writing the additional costs fior such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City tirst approves such expenses in writing. City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code) and the provisions of this Agreement, including Exhibit '`B" ("Price Schedule"'), which is attached hereto and incorpocated herein fior all purposes. 4. Termination. 4.1. WI•itten Notice. City or Vendor may tecminate this Agreement at any time and foc any reason by providinb the other pa►rty with at least 30 days' written notice of termination. 4.2 Non-Appropriation of Funds. In the evcnt no f�unds oc ins�ifticient funds a►•e appropriated by City in any fiiscal period for any payments due hereunde►•, City will notify Vendor of such occurcence and this Agreement will terminate on the last day of the iiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions o1� the payments hecein agreed upon foc which t�unds have been appropriated. 4.3 Duties and Obli<�ations of thc Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor fior services actually rendered up to the effiective date ofi tecmination, and Vendo►• will contintie to provide City with services �•ec3uested by City and in accordance with this Agreement up to the effiective date of� termination. Upon termination of this Agceement for any reason, Vendor will p►•ovide City with copies of all completed or p�ctially completed documents prepared �mder this Agreement. In the event Vendor has received access to City Infocmation or data as a requirement to perform services hereunder, Vendor will return all City-provided data to City in a machine-readable format oc other format deemed acceptable to City. 5. Disclosure �f Conflicts and Con�dential Information. 5.1 Disclosure of Conflicts. Vendoc hereby war►•ants to City that Vendor has made full disclosure in writing of any existing or pote��tial coi�flicts of interest celated to Vendor's services undec this Agreement. In the event that any contlicts of intecest arise after the Effiective Date ofthis Agreement, Vendor heceby abrees immediately to make full disclosure to City in writing. 5.2 Contidential Information. Vendor, foc itself and its ofifiicers, agents, and employees, agrees that it will treat all infot•mation provided to it by City ("City Infocmation") as contidential and will not disclose any such infocmatioil 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 oi� Texas, and all documents held or maintained foc City are subject to disclosuce under the Texas Public Information Act. In the event there is a request for information marked Confidential o�• Propcietary, City will promptly notify Vendor. It will be the cesponsibility Vendor Service Agreement- URT, LLC. Page 2 of 14 of Vendoc to submit reasons objecting to disclosu►•e to the Texas Attorney General. A determination on whether such reasons are sufticient will not be decided by City, but by the Oftice of the Attocney General of the State of Texas or by a court of competent,jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Infiormation in a secure manner and will not allow unauthorized users to access, modify, delete, or otherwise corcupt City Informatioi� in any way. Vendor must notify City immediately if the secu►•ity or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendoc will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what infiormation has been accessed by �u�authorized means and will fully cooperate with City to protect such City Infiormatioi� 1i�om fu►-ther unauthorized disclosuce. 6. Right to Audit. Vendor a;rees that City wilL until the expiration of three (3) yeacs aftec tinal payment under this Agreement or the iinal conclusion of any audit commenced ducinb the said three yea►•s, have access to and the right to examine at reasonable times �►,y a�����tiy pertinent books, documents, papers, and records, including, but not limited to, all elect►•onic records o1' Vendoc involving transactions ►•elatin; to this Agreement at no additional cost to City. Vendoc agrees that City will have access ducing normal workinb hours to all necessary Vendor fiacilities and will be provided adequate and appcopriate wockspace in order to conduct audits in compliance with the provisions of this section. City will bive Vendor reasonable advance notice ofi intended audits. 7. Indenendent Contract�r. It is expi•essly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work perfocmed under this Agreement and not as an ageilt, representative, or employee of City. S�ibject to and i�� accordance with the conditions and provisions of this Agceement, Vendor will have the exclusive right to control the details of its operations and activities and shall be solely responsible for the acts and omissions of its offce►�s, agents, secvants, employees, vendors, and subcont►•actocs. Vendoi• acknowledges that the doctcine of respondeu! si�pef°ror will not apply as between City, its ofticers, agents, servants, and employees, and Vendoc and Vendoc's ofticers. agents, employees. servants, contractors, and subcontractors. Vendor further agrees that nothinb herein will be construed as the cceation of a pai•tnership or joint entecprise between City and Vendor. It is fucther understood that City will in no way be considered a co-employer oc a joint employer ofi Vendor or any of its ofticers, abents, servants, employees, contractors. or subcontractors. Neither Vendoc, nor any ofticers, agents, servants, employees, contractoi•s, or subcontractors of Vendoc, will be entitled to any employment benefits from City. Vendoi• will be responsible and liable for any and all payment and reporting of taxes on behalfi of itself and any of its ofitice�s. agents, servants, employees, or contractors. 8. Liabilitv and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANYAND ALL PERSONS, OF ANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT Vendor Service Agreement- URT, LLC. Page 3 of 14 CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE, OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 82 GENERAL INDF_,MNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR PROPERTY DAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESSAND ANY RESULTING LOST PROFlTS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE, OR INTENTIDNAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, REPRSENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATIOIV - 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 RIGHTARISING FROM CITY'S USE OF SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE, OR PA Y WILL NOT APPLY IF CITY MODIFIES OR MIS(ISES THE SOFTWARE AND/OR DOCUMENTATIDN. 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 ANYSUCH CLAIM OR ACTIONAND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, CITY WILL HAVE THE RIGHT TO FULLYPARTICIPATE INANYAND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTERESTS, 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 COMPROMISEAND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, VENDOR WILL FULLY PARTICIPATEAND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION. CITYAGREES 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 Vendor Service Agreement- URT, LLC. Page 4 of 14 ELIMINA TE VENDOR'S D UTY TO INDEMNIFY CI T Y 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 RESTRICTED, VENDOR WILL, AT ITS OWN EXPENSE: (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 SUCHMODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT CITY'S A UTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION; OR (C) REPLACE THE SOFTWARE AND DOCUMENTATION WITH EQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON- INFRINGING SOFTWARE AND DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY; OR (D) IF NONE OF THE FOREGOING ALTERNATIVES IS REASONABL Y A VAILABLE TO VENDOR, TERMINA TE THIS AGREEMENT AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY, SUBSEQUENT TO WHICH TERMINATIONCITYMAYSEEKANYANDALL REMEDIESAVAlLABLE TO CITY UNDER LA W. 9. Assignment and Suhcontracting. 9.1 Assi��nment. Vendor will not assign or subcont►•act any of its duties. obligations, or rights �mdec this Agreement without the pcio�• written consent of City. If City gcants consent to an assignment, the assignee will execute a wcitten agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and assignee will be,jointly liable for all obligations of Vendor under this Agreement pcior to the effective date of the assignment. 9.2 Subcontract. If City gcants consent to a subcontract, the subcont►•actoc will execute a written agreement with Vendor referencing this Agreement under which subcontcactor agrees to be bound by the duties and obligations of Vendor under this Agceement 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 certiticate(s) of insurance documentinb policies ofi the following types and minimum coverage limits that are to be in effect prioc to commencement of any Services pursuant to this Agreement: 10.1 Covera�e and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: Vendor Service Agreement- URT, LLC. Page 5 of 14 $1.000,000 - Each occucrence on a combined sinble limit basis Coverage will be on a��y vehicle used by Vendor, or its employees, abents, or representatives in the course of providing Services under this Agceement. "Any vehicle" will be any vehicle owned, hired, and non-owned. (c) Workers' Compensation: Statutory limits accocding to the Texas Workcrs" Compensation Act oc ai�y other state wo►•kers' compensation laws where the Services are being perfonned Employecs' liability $100,000 - Bodily In,jury by accident; each accident/occucrence $100,000 - Bodily Inju�y by disease; each employee $500,000 - Bodily In,j�ny by disease; policy limit (d) Professional Liability (Errors & Omissions): �Applicable ❑ N/A $1.000,000 - Each Claim Limit $ I ,000,000 - Aggrebate Limit Professional Liability coverage may be provided through an endorsement of the Commercial General Liability (CGL) policy, or a separate policy specific to Pcofessional 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 coverabe. 10.2 General Requirements (a) The commercial beneral 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, oft7cials, agents, and volunteecs with cespect 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 ceduction in limits of coverage must be provided to City. At least ten (10) days" notice will be acceptable in the event of cancellation due to non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 fl�exas Street, Fort Worth, Texas 76102, with copies i� the Fort Worth City Attorney at the address below. (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 i•atinb of A- VII in the curcent A.M. Best Vendor Service Agreement- URT, LLC. Page 6 0l� 14 Key Rating Guide, or have reasonably equivalent tinancial st►•ength and solvency to the satisfaction ofi Risk Management. Ifthe rating is below that requiced, written approval of Risk Management is required. (e) Any failui•e on the part of City to request requiced insurance documentation will not constitute a waiver of the insurance requirement. (t) Certiticates of [nsucance evidencing that Vendor has obtained all required insui•ance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agceement. 11. Comnliance with Laws. Ordinances. Rules. and Re�ulations. Vendor agrees that in the performance of its obligations hereundee, it will comply with all applicable fiederal, state, and local laws, o►•dinances, rules, and cegulations and that any woi•k it produces in connection with this Agreement will also comply with all applicable fiederal, state, and local laws, ordinances, rules, and regulations. If City notities Vendor of any violation of such laws, ocdinances, rules, or regulations, Vendoc must immediately desist firom and correct the violation. 12. N��n-Discriminati�n Covenant. Vendor, for itselt; its personal representatives, assigns, contractors, subcontractors, and successors in interest. as part of the consideration herein, agrees that in the performance of Vendoc's duties and obligations hereunder, it will not discriminate in the tceatment or employment of any individual or group of� individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGCD VIOLATION OF THIS NON- DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTI2ACTORS, 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 Abreement wifl be conclusively determined to have been deliveced when (1) hand-delivered to the other party, its agents, employees, servants or representatives, or (2) delivered by facsimile with electronic coi�fi►•mation of the transmission, or (3) received by the other party by United States Mail, registered, ceturn receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 Facsimile: (817) 392-8654 To VENDOR: Univecsal Recyclinb Technologies, LLC. 2535 Beloit Avenue Janesville, WI. 53546 Ken Thomas, President 817-266-2809 With copy to Fort Worth City Attorney�s Office at same address Vendor Service Agreement- URT, LLC. Page 7 ofi 14 14. Solicitation of Emnlovees. Neither City noc Vendor will, during the tecm ofthis Agreement and additionally for a period of one year after its termination, solicit for employment o►• employ, whether as employee or independent contractoi•, any pecson who is or has been employed by the other durinb the tecm of this Agreement, without the prior wcitten consent of the other party. Notwithstanding the fioregoing, this provision will not apply to an employee of either party who responds to a general solicitation or advertisement of employment by either party. I5. Governmental Powers. It is understood and abreed 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 Vendo►• to insist upon the perfocmance of any term or provision of this Agreement or to exercise any cight granted hecein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate pecformance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement will be constcued in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law oc in equity, is brought pucsuant to this Agreement, venue for such action will lie in state courts located in Tari•ant County, Texas, oc the United States Distcict Court for the Northern District ofTexas. Fort Wo�-th Division. 18. Severabilitv. If any provision of this Agt•eement is held to be invalid, illegal, or unenf'o�-ceable, the validity, legality, and enforceability of the remaininb provisions will not in any way be atfiected oc impaired. 19. Force Maieure. City and Vendor will exercise their best efforts to meet theic i•espective duties and obligations as set forth in this Agceement, but will not be held liable for any delay or omission in performance due to foi�ce �ncrjezn•e or other causes beyond their reasonable contcol, including, but not limited to, compliance with any law, ordinance, oc rebulation; aets of God; acts of the public enemy; tires; strikes; locko�rts; natucal disasters; wa►•s; riots; epidemics o1- pandemics; government action or inaction; orders of government; material or labor restrictions by any govecnmental authority; transportation problems; restraints or prohibitions by any court, board, depa►-tment, commission, or agency of the United States or of any state; civil disturbances; other national or regional emergencies; or any other similac cause not enumecated herein but which is beyond the reasonable control of the party whose performance is affected (collectively, "Force Majeure Event"�). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected party provides notice of the Force Majeure Event and an explanation as to how it prevents or hinders the party's performance as soon as reasonably possible after the occurrence of the Force Majeuce Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice requit•ed by this section must be addressed and delivered in accordance the notice section ofi this Agreement. 20. Headin�s N�t ('ontrolling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a pact of this Agreement, and are not intended to defiine or limit the scope of any provision of this Agreement. Vendor Service Agreement- URT, LLC. Page 8 of 14 21. Review of Counsel. The parties acknowledge that each party and its co�u�sel have had the opportunity to review and revise this Agreement and that the normal rule of contract co�lstcuction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agceement. 22. Amendments / M�di�cati�ns / Extensions. No amendment, moditication, ot• extension of this Agreement will be binding upon a party hereto unless set fiorth in a written instcument executed by an authocized representative of each party. 23. Entiretv of Aureement. This Agreement contains the entire understandinb and agreement between City and Vendor, theic assigns, and successors in inte�•est as to the matters contained herein. Any prior or contemporaneous oral oc written agreement is heceby declaced null and void to the extent in conflict with any pcovision of this Agreement. 24. C�untc�rnart�. This Agreement may be executed in onc or more counterparts, and each counterpa►-t will, for all pucposes, be deemed an original, but all such counterparts will together constitute one and the same instcument. 25. Warrantv 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 se►-vices are completed. In such event, at Vendor"s option, Vendor will either (a) use commercially ceasonable efforts to re- perform the services in a manner that conforms with the warranty, or (b) ►•etund the fees paid by City to Vendor for the nonconfiocming services. 26. Immi�ration and Nationalitv Act. Vendor must verifiy the identity and employment eligibility of its employees who perform wock under this Ag►•eement, IIICIUCIIII� COl71�It;illlb the Employment Eligibility Veritication Form (I-9). Upon request by City, Vendoc will provide City with copies of all I-9 forms and supporting elibibility documentation for each employee who perfonns work under this Abceement. Vendor must adhere to all fedecal and state laws and establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such se►•vices. 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 Vendoc, will have the right to immediately tecminate this Agreement fior violations of this provision by Vendor. 27. Ownershin of Work Product. City will be the sole and exclusive ownec of all reports, work papers, procedures, guides, and documentation created, published, displayed, or produced in conjunction with the services provided under this Abreement (collectively, "Work Product"). Further, City will be the sole ai�d exclusive ownec of all copyright, patent, trademack, trade secret, and other pcoprietary rights in and to the Work P►•oduct. Ownership of the Work Product will inure to the benefiit of City from the date of conception, creation, oi• tixation of the Work Product in a tanbible medium of expression (whichever occurs tirst). Each copyrightable aspect ofi the Work Pcoduct will be considei�ed a"wock-made- for-hire" within the meaning of the Vendor Service Agreement- UR"I�, LLC. Page 9 of 14 Copyright Act of 1976, as amended. [i'and to the extent such Work Product, or any part thereof, is not conside►•ed a"work-made-for-hire" within the meaninb 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 Pcoduct, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all othec proprietary rights therein, that City may have or obtain, witho�rt further consideration, firee firom any claim, lien for balance due, or cights of cetention thereto on the part of City. 28. Signature Auth�ritv. The pe►•son signing this Agreement hereby warcants that they have the legal authocity to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by pcoper order, resolution, ordi►lance, or other authorization of the entity. This Agreement, and any amendment hei-eto, may be executed by any authorized representative of Vendor. Each party is fully entitled to cely on these warranties and cepresentations in entecing into this Agreement or any amendment hereto. 29. Change in C�mnanv Name or Ownershin. Vendor must notify City"s Purchasing Manager in writing of a company name, ownership, or address chanbe fi'or the pui•pose of maintaining updated City records. The president oi' Vendoc or authot•ized otfiicial must sibn the letter. A letter indicating changes in a company name or owne�ship must be accompanied with supporting legal documentation such as an updated W-9, docwnents tiled with the state indicating such change, copy of the board of di►•ector's cesolution approvinb the action, or an executed merger or acquisition agreement. Failure to provide the specitied 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. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is pcohibited fcom ente�•ing into a contract with a company fior goods or secvices unless the contract contains a written veritication from the company that it: (1) does not boycott [srael; and (2) will not boycott Iscael durin� the term of the contract. The tecros "boycott Israel" and "company" have the meanings ascribed to those terms in Section 2271 of the Texas Government Code. To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this Agreement Vendor certi�es that Vendor's signature provides written veri�cation to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 31. Prohibition on Bovcotting Energv Companies. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor ack��owledges that in acco�•dance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services 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 ducing the term of this Agreement. The tecros "boycott energy company'' and "company" have the meanings ascribed to those terms in Section 2276 of the Texas Government Code. To the extent that Chapter 227C 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. Vendor Service Agreement- URT, LLC. Page 10 of 1�3 32. Prnhibiti�n �n Discrimination Auainst FirParm and Ammunition Industries. [f Vendor has fewer than 10 employees or this Agreement is for Iess than $100,000, this section does not apply. Vendor acknowledges that in accordance wilh Chapter 2274 of the Texas Govecnment Code, the City is prohibited from enterinb into a contcact for goods or services unless the coi�tract contains a written verifiication from the Vendor that it: ( I j does not have a pcactice, policy, guidance, or directive that discriminates abainst a ficeacm ei�tity or• tirearm t�-ade association; and (2) will not disccii��inate during the term of the contract against a tirearm entity or tirearm trade association. The tecros ``discriminate," "firearm entity," and "tireacm tcade association'' have the meanings ascribed to those terms in Section 2274 ofthe Texas Government Code. To the extent that Chapter 2274 of the Governmeilt 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 cluring the term of this Agreement. 33. F.lectronic Signatures. This Agreement may be executed by electronic signature, which will 6e consideced as an ociginal signature for all pw�poses and have the same force and eflect as an original signature. For tf�ese pu�poses, "electronic sibnature" means electronically scanned and transmitted versions (e.g. via pdf file, emaii, or facsimile transmission) of an original signature, or signatures elect�•�nically inserted via sofitwa��e such as Adobe Sign. (signuture page fol/ows) Vendoc Service Agreei��ent- URT, LLC. Page 11 of 14 ACCEPTED AND AGREED: CITY CITY OF FORT WORTH �J� � By: � Name: William Johnson Title: Assistant City Managec Date: O1/29/2026 APPROVAL RECOMMENDED �+o� By; Davi�IrCarabaja Jan 28, 2026 18:09:04 CST) Name: David Carabajal "I�itle: Executive Assistant Chief Y1 1 1 E S l. unu "�F F�Rr �aa p�0o�° /� ��AAd �e�(_�. P�° �.(�/ �10 � � p� � o `� o"o c ((\�� pa*oo 00 *� adan nFxAsaad By: Name: Jannette S. Goodall Title: City Secretary VENDOR: Universal Recycling Technologies, LLC By: Name: Ken Thomas Title: President Date: �/%L'�/ 2 % / CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all perfiocmance and reporting ►•equirements. �Ca��lY�l�l �qG�G� By; Kathryn Agee (.)an 27, 20�11:27:37 CST) Name: Kathryn Agee "I,itle: Senior Management Analyst APPROVED AS TO FORM AND LEGALITY: G�!Q,�.� ��� By: Name: Jeccis Mapes Title: Senior Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Date Approved: Form 1295 Certitication No.: N/A OFFICIAL RECORD CITY SECRETARY _ FT. WORTH, TX Vendor Service Agreeme��t- URT, LLC. Page 12 of 1�3 EXHIBIT A Scone of Services SCOPE OF WORK The Police Department anticipates an estimated 160 to 180 gaming machines will need to be seized and disposed of annually. REMOVAL AND DISPOSAL SERVICES o Vendor shall ensuce complete destruction of the machine and its components. Parts are not to be refurbished, resold, or in any way repurposed. o Vendocs may recycle materials as long as machines are bcoken down to the point that no parts may be re-used in the constcuction of gaming machines. o Vendor shall provide pickup and transportation secvices from the Police Department storage facility to the site of the disposal process. l. Current storage acea is located at Alliance Airport, 2221 Alliance Blvd. Fort Worth, TX 76177. 2. Pickup will be scheduled with the Police Depa►-tment"s designated personnel for a mutualfy agreed upon date and time. o Vendor shall maintain recocds of all disposal activities and certify that all materials were disposed of in accordance with local, state, and federal laws. Certifiication must be submitted quarterly. o Vendor shall provide quarterly documentation proving pcoper environmental disposal of hazardous materials (e.g., CRT monitors, batteries, etc.) according to Texas Commission on Environmental Quality (TCEQ) and Enviconmental Protection Agency (EPA) guidelii�es, and ai�y othec applicable State, County, and Fort Worth requirements. o Vendor shall submit an annual environmental compliance report detailing disposal methods. o Vendor shall ensuce chain-of-custody documentation accompanies each machine from seizure site to storage facility, and from stocage site to disposal facility. Logs must include date, time, location, and signatures from vendor and designated law enforcement personnel. Vendor Service Agreement- URT. LLC Page 13 of 14 EXHIBIT B PRICE SCHEDULF, Vendor shall provide all labor, materials, equipment, supplies, and tools required to destroy seized gaming machines ordered for destruction following fiinal court adjudication. Compensation for such services shall be $85.00 Per seized gaming machine. Service Disposal Service fior Seized Gaming Machines Unit of Issue Price Each $85.00 Vendor Service Agreement- URT, LLC. Page 14 of 14 F+DRT ��RTH�} City Secretary's Office Contract Routing & Transmittal Slip ContraCtor's Name: Universal Recycling Technologies SubjeCt of the Agreement: Vendor Service Agreement for the destruction of seized gaming machines. M&C Approved by the Council? * Yes ❑ No 8 If so, the M&C must he attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 If so, provide the original contract number and the amendment nu�nber. Is the Contract "Permanent"? *Yes ❑ No 8 If unsure, see back page, fo� permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is Confidential, please list what infoNmation is Confidential and the page it is located. Effective Date: New Agreement-upon execution Expiration Date: by Mr.. Johnson If �differenl from the approval dale. If applicable. Is a 1295 Form required? * Yes ❑ No 8 *If so, please ensuNe it is attached to the approving M&C or attached to the contract. Proj ect Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes�No ❑ Contracts need to be routed for CSO processin� in the followin� order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.