Loading...
HomeMy WebLinkAboutContract 58206 City Secretary Contract No. 5 8 2 0 6 RTWORTH. 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 Advanced Glass Systems,Inc.("Vendor"),a Texas S Corporation and acting by and through its duly authorized representative,each individually referred to as a"party"and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A— Scope of Services; 3. Exhibit B— Price Schedule; 4. Exhibit C— City's RFP No. 22-0162 5. Exhibit D— Vendor's Bid Response to City's RFP No. 22-0162; and 6. Exhibit E— Verification of Signature Authority Form. Exhibits A, B, C, D, and E, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes.In the event of any conflict between the terms and conditions of Exhibits A,B, C, or D and the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement shall control. I. Scope of Services.Vehicle&Equipment Glass Repair&Replacement("Services"),which are set forth in more detail in Exhibit"A," attached hereto and incorporated herein for all purposes. 2. Term. This Agreement begins on September 19, 2022 ("Effective Date")and expires on September 18, 2023 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option,in its sole discretion,to renew this Agreement under the same terms and conditions,for up to four(4)one-year renewal option(s)(each a"Renewal Term"). 3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement will not exceed Eighty-Three Thousand Dollars ($83,000.00). Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services.City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. OFFICIAL RECORD Vendor Services Agreement- Advanced Glass Systems,Inc. CITY SECRETARY FT.WORTH, TX 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder,City will notify Vendor of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts.Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this Agreement,Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information.Vendor,for itself and its officers,agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act.In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor.It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access.Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised,in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City will,until the expiration of three (3)years after Vendor Services Agreement-Advanced Glass Systems,Inc. Page 2 of 27 Inc. final payment under this Agreement,or the final conclusion of any audit commenced during the said three years,have access to and the right to examine at reasonable times any directly pertinent books,documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. 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 and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City,its officers,agents,servants and employees,and Vendor,its officers,agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City.Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers,agents, servants,employees,contractors,or contractors. 8. Liability and Indemnification. 8.1 LIABILITY- VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS,SERVANTS AND EMPLOYEES,FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR EITHER PROPERTYDAMAGE OR LOSS(INCL UDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCL UDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR,ITS OFFICERS, AGENTS,SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if Vendor Services Agreement-Advanced Glass Systems,Inc. Page 3 of 27 Inc. City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor will have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however,Vendor will fully participate and cooperate with City in defense of such claim or action.City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted,Vendor will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible,and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or (d)if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract,the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits Vendor Services Agreement-Advanced Glass Systems,Inc. Page 4 of 27 Inc. (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000- Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle"will be any vehicle owned,hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000- Bodily Injury by accident;each accident/occurrence $100,000- Bodily Injury by disease;each employee $500,000- Bodily Injury by disease;policy limit (d) Professional Liability(Errors&Omissions): $1,000,000- Each Claim Limit $1,000,000- Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims-made,and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees,officers,officials,agents,and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery)in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City.Ten (10) days' notice will be acceptable in the event of non-payment of premium.Notice must be sent to the Vendor Services Agreement-Advanced Glass Systems,Inc. Page 5 of 27 Inc. Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas.All insurers must have a minimum rating of A-VII in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management.If the rating is below that required,written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws,Ordinances,Rules and Reeulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances,rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances,rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors,subcontractors,and successors in interest,as part of the consideration herein,agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission,or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth Advanced Glass Systems,Inc. Attn: Assistant City Manager Attn: Mark Gosdin,General Counsel 200 Texas Street 7474 Baker Boulevard Fort Worth,TX 76102-6314 Fort Worth,TX 76118 Facsimile: (817) 392-8654 Facsimile: (817) 717-3337 With copy to Fort Worth City Attorney's Office at same address Vendor Services Agreement-Advanced Glass Systems,Inc. Page 6 of 27 Inc. 14. Solicitation of Employees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination,solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing,this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law/Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action,whether real or asserted,at law or in equity,is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force 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 majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems;restraints or prohibitions by any court,board,department,commission,or agency of the United States or of any States;civil disturbances;other national or regional emergencies;or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected(collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance,as soon as reasonably possible after the occurrence of the Force Majeure Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only,will not be deemed a part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Vendor Services Agreement-Advanced Glass Systems,Inc. Page 7 of 27 Inc. Agreement or Exhibits A,B,and C. 22. Amendments/Modifications/Extensions. No amendment, modification, or extension of this Agreement will be binding upon a parry hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes,be deemed an original,but all such counterparts will together constitute one and the same instrument. 24. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will either(a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City,Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services.VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS.City,upon written notice to Vendor,will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers,procedures,guides, and documentation that are created,published,displayed,or produced in conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City will be the sole and exclusive owner of all copyright,patent,trademark,trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first).Each copyrightable aspect of the Work Product will be considered a"work-made- for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product,or any part thereof,is not considered a"work-made-for-hire"within the meaning of the Copyright Act of 1976, as amended,Vendor hereby expressly assigns to City all exclusive right,title and interest in and to the Work Product,and all copies thereof,and in and to the copyright,patent,trademark,trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim,lien for balance due,or rights of retention thereto on the part of City. 27. Signature Authority. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order,resolution,ordinance or other authorization of the entity. This Agreement and any amendment hereto,may be executed by any authorized representative of Vendor.Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. Vendor Services Agreement-Advanced Glass Systems,Inc. Page 8 of 27 Inc. 28. Change in Company Name or Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records.The president of Vendor or authorized official must sign the letter.A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code,the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel" and "company"has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement,Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2)will not boycott Israel during the term of the Agreement. 30. Prohibition on Boycotting Energy Companies. Vendor acknowledges that, in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms"boycott energy company"and"company"have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and(2)will not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1,the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor certifies that Vendor's signature provides written verification to the City that Vendor:(1)does not have a practice,policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original Vendor Services Agreement-Advanced Glass Systems,Inc. Page 9 of 27 Inc. signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions (e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via software such as Adobe Sign. 33. Entirety of Agreement. This Agreement,including all attachments and exhibits,contains the entire understanding and agreement between City and Vendor,their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. SIGNATURE PAGE TO FOLLOW Vendor Services Agreement-Advanced Glass Systems,Inc. Page 10 of 27 Inc. City Secretary Contract No. IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person �� responsible for the monitoring and administration of Dana Bur�4,20�42 CDT) this contract,including ensuring all performance and By: Name: Dana Burghdoff reporting requirements. Title: Assistant City Manager / By: Alan H.Shuror(Sep 28,2022 15:25 CDT) Name: Alan Shuror APPROVAL RECOMMENDED: Title: Assistant Director,General Services APPROVED AS TO FORM AND LEGALITY: By. Steve 2`8.202215:35 CDT) Name: Steve Cooke Title: Property Management Director By: Name: Christopher Austria ATTEST: Title: Assistant City Attorney CONTRACT AUTHORIZATION: Tgnnette S. Goo�%ll M&C: N/A By: Jannette S.Goodall(Oct 4,2022 20:08 CDT) Form 1295•N/A Name: Jannette S. Goodall paoaFORh � Title: City Secretary apFk-00�1°°°°°° laa ��� ° Gd�o °��d�v00° a00 ° d 00000000 VENDOR: ���*XASo°p Advanced Glass Systems,Inc. Mcgn,K Go,0in By: Mark Gosdin(Sep 28,202215:04 CDT) Name: Mark Gosdin Title: General Counsel Date: September 28 2022 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 11 of 27 EXHIBIT A SCOPE OF SERVICES 1.0 INTENT 1.1 Property Management Department shall utilize this agreement for vehicle and equipment glass repair and replacement on an"as needed"basis. 1.2 Following the award,additional services of the same general category that could have been encompassed in the award of this Agreement may be added,if mutually agreed by the Vendor and City,based on the discount and price sheet provided with this agreement. 1.3 Any services that have been omitted from this scope of service that are clearly necessary or in conformance shall be considered a requirement although not directly specified or called for in the scope of services. 1.4 Unit prices shall include all costs associated with the specified work,including but not limited to handling,delivery,fuel charges,fees and certifications fees.NO ADDITIONAL CHARGES WILL BEACCEPTED OR PAID BY THE CITY. 2.0 GENERAL TERMS &DEFINITIONS American National Standard An organization that oversees the creation,official Institute (ANSI-Z26) notification,and use of norms and guidelines used by various industries,including the inspection and testing of aerial devices and ladders.Their website is http://www.ansi.org ASTM International Formally known as American Society for Testing and Materials,is an international standards organization that develops and publishes voluntary consensus technical standards for a wide range of materials,products, systems, and services. City City of Fort Worth Commercial Labor Labor hours to service vans,large trucks and equipment over 1 Ton. Contractor Advanced Glass Systems,Inc. Federal Motor Vehicle Safety Safety standards that specify mandatory minimum safety Standards(FMVSS) requirements for the design,construction,performance and durability of vehicles,as well as regulated automobile safety-related components,systems and design features. National Auto Glass Specifications Specialist that publishes the latest data for the entire auto (NAGS) lass industry. Original Equipment Manufacturer A company that supplies equipment to other companies (OEM) to resell or incorporate into another product using the 's brand name.It also may be used to refer to the company that acquires a product or component and reuses or incorporates it into a new product with its own brand name. Vendor Services Agreement-Advanced Glass Systems,Inc. Page 12 of 27 Inc. Property Management Department City of Fort Worth's Property Management Department PMD SAE International, formerly United States-based,globally active professional known as Society of Automotive association and standards developing organization for Engineers SAE engineering rofessionals in various industries. Transportation Fees Fees associated with travel and delivery of Vendor's product from the Vendor's nearest facility to an approved City of Fort Worth Fleet Service Center. 3.0 VENDOR REQUIREMENTS 3.1 Vendor shall operate a full-time,permanent business address with the ability to be reached by email and telephone within 75 miles of City Hall,200 Texas Street. 3.2 Vendor shall provide on-site(mobile)vehicle glass installations and repairs to the following vehicles and equipment,but not limited to: 3.2.1 Example Types of Vehicles and Equipment(multi-year models) PASSENGER SEDANS&LIGHT TRUCKS MEDIUM AND HEAVY-DUTY TRUCKS Chevrolet: 1500,2500, 3500,Blazer,Colorado, Ford F800 Impala,Malibu, Silverado,Tahoe Sterling Dodge: 2500,Charger,Ram International Ford: Econoline,Escape,F150,F250 F350,F450, Interceptor sedan and SUV Navistar Nissan Freightliner Sprinter Spartan Toyota: Prius Pierce Volkswagen Rosenbauer Off-Road Equipment- Gradall Caterpillar Excavators Case Lodal John Deere Tractors JCB Front End Loaders and Backhoes 3.3 Vendor shall provide all labor,equipment and materials for the repair or replacement of vehicle windshields and all other equipment glass including cutting/fabrication of glass, resealing windows or repairing rock chips for the City's fleet. 3.4 Service,Products, and Inventory: Vendor shall maintain inventory of replacement glass Vendor Services Agreement-Advanced Glass Systems,Inc. Page 13 of 27 Inc. or shall identify s readily available to meet the request. Some city vehicles are equipped with shaded glass;the Vendor shall 1 also be responsible for carrying an adequate inventory or having immediate accessibility to all shades in use. In the event repairs are not made on the initial visit,the Vendor shall be responsible for covering openings to prevent damage from the elements. 3.4.1 Vendor shall incur any additional travel costs associated with the service request;which include,but not limited to,inadequate inventory. 3.5 Vendor shall ensure all glass and replacement parts meet or exceed original equipment manufacturers(OEM)specifications,no seconds or flawed materials shall be acceptable.Vendor's installations shall use methods and materials which retain original structural integrity and retention characteristics. The Vendor shall be responsible for the replacement of such vehicle glass and repair of any water leaks at no charge. 3.5.1 Vendor shall ensure there are no defects in the new windshield/window. 3.6 Vendor shall use a poly-urethane sealer suitable to allow a guaranteed two (2) hour drive away time after installation of the glass.Fret and Pinch Weld are to be thoroughly cleaned and primed prior to installation of replacement glass. 3.7 Vendor shall ensure all installers use sealers and installation procedures mandated by Federal Government Motor Vehicle Safety Standards (FMVSS 212,208& 216). 3.8 Vendor shall ensure all part(s),material(s),and/or service(s)purchased under this Agreement are warranted/guaranteed against any defects in design,workmanship and/or material failures,this shall include any glass broken or damaged due to incorrect installation or leaks from resealed or replaced glass. 3.9 Vendor shall ensure the warranty and/or guarantee shall begin on the date on which the vehicle glass installation or repair is performed and shall continue through the manufacturer's standard warranty period. 3.10 Response Time 3.10.1 Vendor shall ensure the City receives top priority to complete repairs or replacements. The City requires a response time of four (4)hours of the initial request for services. 3.10.2 Exceptions may be made for particular circumstances,heavy equipment,or unusual applications,but must be agreed to by Fleet management at the service center requesting service.Any exceptions to the requested four(4) hour response time requires notification to PMD Fleet Supervisors at the service center. Vendor Services Agreement-Advanced Glass Systems,Inc. Page 14 of 27 Inc. 3.11 Normal Hours 3.11.1 Vendor shall report to Fleet Service Centers,Monday through Friday between 7:30 a.m.—9:30 p.m.unless expressly authorized by the Fleet Service Center Supervisor(s)or their designee.Any deviation from this timeframe shall require written approval from the Fleet Service Center Supervisor(s)or their designee. 3.11.2 After Hours 3.11.2.1 Vendor shall consider after hours as Friday at 9:31 pm through Monday at 6:59 am. 3.11.3 Some City-owned vehicles and equipment require continuous operation,it may be necessary for the Vendor to render same-day repairs. All emergency response vehicles and equipment shall receive same-day repairs. 3.11.4 In the event of an emergency,natural disaster,inclement weather or other unforeseen environmental condition(s),the Vendor shall ensure any City response requests for service receive the highest priority above the 's other customers in order of precedence. This is to ensure the City's infrastructure and departmental services regarding public safety and health matters are able to be responded to in the most expeditious manner. 3.12 Fleet Service Center Locations James Avenue 5021 James Avenue Fort Worth,TX 76115 Service Center Water Service 2201 West Daggett Street Fort Worth,TX 76104 Center Southside Service 4100 Columbus Trail Fort Worth,TX 76133 Center North Service 317 Hillshire Drive Haslet,TX 76052 Center Brennan Body Shop 2500 Brennan Avenue Fort Worth, TX 76106 3.12.1 The City reserves the right to add additional locations,if necessary. 3.12.2 Vendor shall check in with PMD Fleet crew leader upon arrival and shall have a crew leader or assigned City representative sign all work orders. 3.13 Vendor shall invoice repair orders upon completion. 3.13.1 Vendor shall provide evidence of the prices taken from the National Auto Glass Specifications(NAGS)calculator so the City may verify pricing that affects the overall cost of the glass replacement or repair. 3.13.2 Vendor shall use the NAGS Catalog pricing as a base for any pricing discounts to be applied and the pricing shall remain fixed for the entire contract term(s) Vendor Services Agreement-Advanced Glass Systems,Inc. Page 15 of 27 Inc. awarded. 3.13.3 Vendor shall include cleanup of all broken glass and materials at the on-site repair area in Vendor's labor amount. Safe disposal of glass and materials are the sole responsibility of the Vendor. 3.13.4 Vendor shall provide the City with copies of the current and updated NAGS catalog and benchmark calculator throughout the Agreement term, as needed. 3.13.5 Vendor shall ensure that all services shall be in accordance with the best current practices in the industry. 3.14 Technical Qualifications 3.14.1 Replacement of windshields and window installation: 3.14.1.1 Vendor's technicians shall be fully qualified for the task they are required to perform, such qualifications shall include at a minimum; completion of a comprehensive training program to include AGR safety issues;OEM installation standards and procedures;relevant technical specifications; and,comprehensive retention system training. Technicians only use the urethane for which the training certificate was issued. 3.14.2 Vendor's personnel shall utilize necessary mobile equipment to complete the glass replacement for light and/or heavy-duty vehicle applications including off-road equipment repaired on-site at requesting service center or any other specified location. 3.14.3 Vendor shall furnish all glass and parts equal to original factory equipment and must meet the requirements of the American National Standard Institute (ANSI-Z26)/Society of Automotive Engineers(SAE)Safety Standard Z26.1- 1996(Safety Glazing Materials for Glazing Motor Vehicles and Motor Vehicle Equipment Operating on Land Highways) and Federal Motor Vehicle Safety Standard(FMVSS)No. 205 (Glazing Materials),and Society of Automotive Engineers(SAE)J674-Nov 90,(Safety Glazing Materials-Motor Vehicles). 3.14.4 Vendor shall ensure glass in the windshield for on-road vehicles is heat- absorbing and shall contain a shaded band across the top location of"fade-out" and shall be above upper limit for minimum visibility. 3.14.5 Vendor shall ensure glass in all side windows,doors and rear windows is AS-2 or better. 3.14.5.1 Vendor shall ensure glass for windshields and flat glass is AS-1 or better,no seconds or flawed materials shall be acceptable.All Vendor Services Agreement-Advanced Glass Systems,Inc. Page 16 of 27 Inc. supplemental mechanical glass retention devices shall be replaced to OEM specifications. 3.14.6 Vendor shall cut and shape(IE:Grind Corners,etc.)flat laminated safety plate glass of the type used in motor vehicles,heavy-duty trucks and off-road equipment,this will include any color(usually bronze or gray),and standard tint type glass. 3.14.7 Vendor shall recalibrate Advanced Driver Assistance Systems(ADAS)on vehicles,if equipped. 3.15 Estimated Quantities of Glass Repair/Replacements 3.15.1 Vendor shall provide written or electronic estimates to PMD Fleet personnel before the start of any work. The estimates must be emailed to the PMD Fleet employee(s)and/or PMD Fleet facility location who requested the services to be completed. 3.15.2 Estimates shall be approved and authorized by PMD Fleet supervisor in writing via email prior to work being performed.Verbal approvals should not be considered. 3.15.2.1 Fleet shall create necessary work order for tracking. 3.15.2.2 The City required approximately three hundred(300)glass repairs this past year and estimates an increase of 10%. 3.15.2.3 Vendor shall be notified,via email,of repairs needed and/or diagnosis from Fleet. 3.15.2.4 Vendor shall identify the repair direction and shall email an estimate with specific details of the repairs needed regardless of warranty or non- warranty. 3.15.2.5 Vendor shall ensure warranty and billable repairs are on separate estimate(s)and invoicing in ALL cases. 3.15.2.6 Fleet shall document the approval and shall update the work order detailing all communications and repairs with denial or approval information.Fleet shall provide the Vendor with a copy of the final approval or denial. 3.15.2.7 PMD Fleet shall issue a purchase order for billable repairs via email. Repairs SHALL NOT be performed until a purchase order has been issued in writing from PMD Fleet Division,this ensures proper tracking and documentation are in place for the Vendor and the City. 3.15.2.8 Vendor shall ensure final invoices submitted to the City for work performed always match the final estimate received and approved by the Vendor Services Agreement-Advanced Glass Systems,Inc. Page 17 of 27 Inc. City.All revised estimates shall be approved in writing prior to billing. 3.15.2.9 Vendor's estimate shall state `Warranty Service' if City vehicle or equipment is serviced for warranty work. 3.14.2.10 Vendors' estimates shall be quoted on a`time and materials' basis, adherence to the agreed upon contract rate(s)and itemized to illustrate the cost of each of the following,if applicable to the service or work performed: 3.14.2.11 Vendor's estimates shall include quantity and cost of part(s)to be installed. 3.14.2.12 Vendor's estimates shall include cost of labor to perform repair and/or installation;itemized by number of labor hours per labor line. 3.14.2.13 Vendor's estimate shall include Transportation fees,if any,for pick-up or delivery. 3.14.2.14 Miscellaneous shoe fees will not be allowed,these fees should have been incorporated into other time and materials line items within the Vendor's bid res on nse• 3.14.1.15 Vendor's travel charges for mobile services may be considered at a flat rate aligned to the Vendor's bid line response included in this agreement. 4 CLASS AND WINDSHIELD REPAIR REQUIREMENTS 4.1 The City's expectation is that the Vendor's replacement windshields shall not compromise any of the safety standards that were a part of the original vehicle design. Vendor shall ensure all glass,repairs,and installations must comply with applicable ASTM International and American National Standards of Safety(ANSI/AGRSS 002- 2002)as amended.The replaced windshield glass shall also meet the four(4)government Federal Motor Vehicle Safety Standards(FMVSS)related to automotive glass: 4.1.1 FMVSS 205 Glazing Materials 4.1.2 FMVSS 208 Occupant Crash Performance 4.1.3 FMVSS 212 Windshield Retention 4.1.4 FMVSS 216 Roof Crush Resistance 4.2 Windshield and window repairs are usually one(1)of three(3)common types of damage: 4.2.1 Bulls-Eye: Type of break most often caused by a flying stone at the point of impact causing a tiny pit to be formed behind the windshield with a conical crack from 1/2"'to 1-1/2"in diameter that penetrates to the plastic inner layer. Vendor Services Agreement-Advanced Glass Systems,Inc. Page 18 of 27 Inc. 4.2.2 Partial Bulls-Eye: A stone produces an incomplete conical crack in the inner windshield. 4.2.3 Star Break. Stresses in the glass where a star break occurs with radial cracks emanating from the point of impact can be repaired up to 8". 4.3 Occasionally there might be two types of repair,one inside the glass and one outside the glass.The glass repair system must be capable of repairing these types of glass damage and any other clear and tinted glass damage. 4.3.1 Vendor's preferred repair method shall use the process of injecting an optically clear material under pressure,into the pocket of the damaged or cracked glass area,forcing out the air.The transparent sealer/adhesive then cures and forms an almost invisible,permanent and optically clear repair,impervious to water, extreme heat and cold. 4.3.2 Vendor is required to vacuum all glass from inside of the vehicle, sweep or vacuum the ground surface surrounding the repaired vehicle of all broken glass, moldings and debris.Additionally,the Vendor shall remove and dispose of all debris created as a result of the repair or glass replacement,and remove from the work site. 4.4 Glass Manufacturer/Supplier 4.4.1 If a repair requires glass replacement that can only be ordered through an OEM manufacturer or supplier,the Vendor shall provide the most cost-effective way of obtaining the glass needed to complete the repair. 4.5 If the Vendor fails to provide the most cost-effective option for obtaining the glass needed to complete the repair,the City has the right to utilize a different Vendor. 5 INVOICING REQUIREMENTS 5.1 The City of Fort Worth has begun implementing an automated invoicing system. 5.2 The Vendor shall send invoices electronically to our centralized Accounts Payable department invoice email address: soplierinvoices&fortworthtexas.gov. This email address is not monitored so please do not send correspondence to this email address.The sole purpose of the supplier invoices email address is to receipt and process supplier invoices. 5.3 Please include the following on the subject line of your e-mail:Vendor name, invoice number,and PO number, separated by an underscore (ex: Example, Inc._123456 FW013-0000001234) 5.4 To ensure the system can successfully process your invoice in an expedient manner, please adhere to the following requirements: All invoices must be either a PDF or TIFF format. Vendor Services Agreement-Advanced Glass Systems,Inc. Page 19 of 27 Inc. • Image quality must be at least 300 DPI(dots per inch). • Invoices must be sent as an attachment(i.e.no invoice in the body of the email). • One invoice per attachment (includes PDFs). Multiple attachments per email is acceptable but each invoice must be a separate attachment. • Please do not send handwritten invoices or invoices that contain handwritten notes. • Dot matrix invoice format is not accepted. • The invoice must contain the following information: • Supplier Name and Address; • Remit to Supplier Name and Address,if different; • Applicable City Department business unit#(i.e.FW013) • Complete City of Fort Worth PO number(i.e.the PO number must contain all preceding zeros); • Invoice number; • Invoice date;and • Invoices should be submitted after delivery of the goods or services. 5.5 To prevent invoice processing delays,please do not send invoices by mail and email and please do not send the same invoice more than once by email to supplierinvoiceskfortworthtexas.90v.To check on the status of an invoice,please contact the City Department ordering the goods/services or the Central Accounts Payable Department by email at: ZZ FIN AccountsPa. ablekfortworthtexas.gov. 5.6 If you are unable to send your invoice as outlined above at this time,please send your invoice to our centralized Accounts Payable department instead of directly to the individual city department. This will allow the city staff to digitize the invoice for faster processing. 5.7 If electronic invoicing is not possible,you may send your paper invoice to: City of Fort Worth Attn: FMS Central Accounts Payable 200 Texas Street Fort Worth,Texas,76102 The City's goal is to receive 100%of invoices electronically so that all supplier payments are processed efficiently. To achieve this goal,we need the 's support. If Vendor has any questions,please contact the Accounts Payable team at(817)392- 2451 or by email to ZZ FIN AccountsPa. ablekfortworthtexas.goy. 5.8 Vendor shall not include Federal, State of City sales tax on its invoices. City shall furnish a tax exemption certificate upon Vendor's request. 6 UNIT PRICE ADJUSTMENT 6.1 The unit prices may be adjusted for increases or decreases in Vendor's cost during the renewal period but before the effective date of the renewal upon written request from the Vendor. Vendor Services Agreement-Advanced Glass Systems,Inc. Page 20 of 27 Inc. 6.2 The Vendor must submit its price adjustment request,in writing,at least 60 days before the renewal effective period. The Vendor shall provide written proof of cost increases with price adjustment request. 6.3 If the City concludes that the rate increase being requested is exorbitant,the City reserves the right to adjust the rate request,or reject the rate request in its entirety and allow the contract to expire at the end of the contract term. If the City elects not to exercise the renewal option,the Purchasing Division will issue a new solicitation. 6.4 Prices bid shall remain firm for each one-year term of the Agreement and shall include all associated freight and delivery costs. 6.5 Prices offered shall be used for bid analysis and for Agreement pricing. In cases of errors in extensions or totals,the unit prices offered will govern. 6.6 Upon expiration of the Agreement term,Advanced Glass Systems,Inc. agrees to hold over under the terms and conditions of this Agreement for a reasonable period of time to allow the city to re-bid an agreement,not to exceed ninety(90)days.Vendor will be reimbursed for this service at the prior agreement rate(s).Vendor shall remain obligated to the City under all clauses of this Agreement that expressly or by their nature extends beyond and survives the expiration or termination of this Agreement. 6.7 Goods and/or services shall not be suspended by the Vendor without a 30-day prior written notice to the City. Vendor Services Agreement-Advanced Glass Systems,Inc. Page 21 of 27 Inc. EXHIBIT B PAYMENT SCHEDULE ORT ORTH- BID SOLICITIATON EVWdID Para Invited; EVENTGETAILS CFWQ1-22-9162 s n�aaryry EvweRaund Vwsion $ubmltT4 FIF3ANCIALWNAJ(�EMENTSERVICE$ evert Nay* FINANCE-Purchasing IT$ Vehivl� & ui :tL GSG59 Pt it & P Laccneat 2170 Texas St Low9r L val.& th) Stan Time Flnlsh f,% Fort Wnlih Tit 61152 Unged Stales Email: FMSPurchasingResponses@(Drhvarthtaxas.grry Li�.v: 1 U¢ScriPt— Qty u9kI1 UAtlH9Ci TOUS AD.sS CALIBRATION SERVICES 1Cd0_CO EA Lint= 2 oesodal:an_ QN Unit UniUari6e Talal ADDY770NAL F r=PadR TO-*AuE GLASS 3W.W EA Lino: 3 De3triptiar5= qtY ubit unilpple* Total ADHESIVE(2_1)I,.IRETHANE,DAM,PCLMER) 14g4.44 FA 1-7. 8 Imo, O Llnal 4 iutlun: alv Unit Unit Price Total BACK WINDOW(HEATED,STATIONARY,SOLAR 3D4.44 EA WNTRIMLED) p O Wccr Llne: 5 iolti. Qty Uwa UnilPrico TVWI DOOR(FRONT,LEFT,SOLAR CONTRdLLET7) 254.00 EA #7 Le Oq LZLing; 8 .,ei.6Gn: ON unit UnilFrkw Tvlal DOOR(LAMINATED.FRONT,RIGHT) 2�QJp7 EA U. 7 Diiwrij 6a!`: QN unit unilPriu Tv[a1 DOOR(REAFL LEFT,SOL 00NTROLLED) M0.00 EA Llnr. 8 Deeulnllrm: .4tY Unk UnIlPnca Total DOOR(2-HOLE REAR,RIGHT.SOLAR CONTROLLED) 260.00 EA .9! 4 ITR 22-M 62 Vahlrle and Equlpmen Glees Repair and Replsomnem f'eae S a135 Vendor Services Agreement-Advanced Glass Systems,Inc. Page 22 of 27 Inc. EXHIBIT B PAYMENT SCHEDULE oRTWORT]i BID SOLICITIATON Eyanl to Pape Invited; EYENT DETAILS CFHOS-32-9162 RRyy F'wne RoundVwsion 6u4mRTrx FIF)ANCIAL MANArpEMENT$ERVIQE$ F'wn#Name FINANCE-Purchasing !TB Vehicle 6 nt Glaaa 9e it & 1n�eaent 2U4 Tevag St L T L9Y91,South) Start Time Flnlsh 4 Fort Worth rX 151 d2 united swes Email: FMSPurchasingResponses@forKmrlhWxas.gou Litw; t 6leptriOtiGn- GUY Unit Un21Priee Tatel AU.s.S rSALIEIRATION SERVICES 1Gfl0.00 EA a 56.00 a,oa Line- 2 UestliWiere late/ Unit UnAPHoe Telil AonrnbNAL REPadR Tb SAME GLASS 3M.80 EA Lin¢: 3 lleStriplidn: qM Urii4 ulti -Af* Tbtbl ADHESIVE t2_D URETHANE,DAM,POLMER7 14p4.44 EA Line; 4 urraniotion: Qw Unit Unit;Prics Total MCK W NDCW(HEATED,STATIONARY.SOLAR 940.44 EA CONTROLLED) M Oo Line; 5 17ercrioton: Gly Unit itPrca TQWl DOOR(FROKIT,LEFT,SOLAR CONTROLLED) 250 D4 EA .�.* o Linn, 8 Dyxtriplien: QIV Unit 'J-WricA Total DDOR(LAMINATED,FRONT,RIGHT) 250 w EA Line: 7 Ue.Weidtion: Olv Unit LI.Writ* Total DOOR(REAR;LEFT,SOLAR CONTROLLED) 2W.00 EA LlrFa: B beaerlp+tlag`_ QtY Unit UnI1prlee total DOOR(7-HOLE REAR,RIGHT,SOLAR CONTROLLED) 250,44 EA IO ITI1 22-0162 Vehicle and Equlpnery Gleaa Repair and"sam i f'".3 of 35 Vendor Services Agreement-Advanced Glass Systems,Inc. Page 23 of 27 Inc. EXHIBIT B PAYMENT SCHEDULE BID S LI ITIATON Ererri ID pw Invited; EVENT DETAILS CFd01-22-0162 4 rty evart Round Vws on SubmRTo FINANCIAL M NAGEMENT SERVIGE$ Event Name IF -Purchasing IT8 vehicle & Rqui=Ent Ulasie 9e it lacevent 2130 TeAas St LAw9Y Lev91,South) Gtarf Time Flnlah7Tmr Fort Worth TX 6CO2 untied Stapes Email: FIVISPurchasingResponses@(orMnrhbaxas.gov Lino; t oescriotion: 411V Unit UntlPr9u Tarr[ ADDS CALIBRATION SERVICES illoo..O E0. a 56.0 0, Ana= 2 DrtsCriplielV QtV Unit Ueitpriet T0121 AoDMONAL REPA M TO UmE GL&SS 3A0.00 EA Linn: 3 D.Lmion: OrI Unit unitPrbw Total ADHE$IVF:{-�URFMAM.DAM,PCILMER) in.00 EP. /� L�+•+ ��• �4f ��t7�� LIrw1 4 },+Mon: Qlv Unit Unit Price Total &WK WINDUIX(HEATED,FTaTIOt+[77.SOLAR aw.00 EA G4NTPQILEa} p 0O Llrra: 5 Dr:criuLion: ibhr UFA UIi FI ic0 Tgul VQDR(FRONT,LEFT,SOLAR CONTROLLED) $94.p¢ EA. - 9 o Linn, S 0bytriptien: GM unit UnitPri[P Tahrl DUOR(LAMINATED.FRONT,RIQKT) 75q.pp EA Llrue: 7 Ekttripfibw QFV Unit U.Wrioe TQUI MOO(PZASF LEFT,SOUR CONTROLLED) ANd EA Llne: 8 Desuldlkn �tlr Unk UnliPrke Total DOOR(2-HOLE REAR,RIGHT,SOLAR CONTROWED) 250,44 FA ITB22-M62 Vehicle and Equlprneri Glass Repelr and Replsrzlrew rb-3aFW Vendor Services Agreement-Advanced Glass Systems,Inc. Page 24 of 27 Inc. EXHIBIT B PAYMENT SCHEDULE FORT WORTH, BID SQLICITIATQN Evem ID Page Invited: EVENT DETAILS CFWO-1-22-0162 Found IryFort Vkrth 6wvnk und Valsion 544Rm TO; FINANCIAL MANAIr3EMENT SERVICES ink We a FINANCE-Purchasing ETA V.=:L. & i Rt Glaser Re it & P l.--Rt 20O Texas St Lower LoVSI,South) Stan Time FlnlshTlme Fork Worth TX 6142 4lniwd SL9tes Email: FMSPurcbasingResponses(nforhvarihtexas.gov Linn: I Dmiution: 9L4 Unir UnitPricc Tabbi And,S CALIBRATION SERVICES {9r]_d3 EA I1n.= 2 beseriglinn_ 4N Unit UniiPrioe Total ADIDMONAL REPAJR TO&ME GLASS EA Ian¢: 3 Oestriplien_ t]tY Unit unHPYwe Telel AOHE$IVE{2_Q URETHANFE,DAM,POLMER) yoop.00 PA 1-7• Imo, LI— 4 [Ua�criotion: 42ty Unit UnitPHca Total C IOWTONTWIWDOW(HEATED,STAT1OhlAR};SOLAR 840,40 EA M GROILED} p Line: 5 Dascrio4ion: t7tr Unil _ Unripe ca Total DQQR(FRONT,LEFT,WLAR CONTROLLIJID) y[}.pp EA LLinn, ## triotiort: Tata1 C95QR(LAMINATED,FRONT.RIGHT) Z$QAQ EA Line= 7 f] Fill..: Olv Unit U.Wriu Tvbl DOOR(REAR_LEFT,SOLAR CONTROLLEQ) 234.9Q EA Line: B fLsaerlptlkn:. _ d[Y.. URIS UwtPr,6P TCUI DOOR(2•HOLE FMAR,RIGHT,SOLAR CONTROLLED) 250.00 FA _ ++-- ITB 22,M 62 Vahlcla and EqulpmerA Glesa Repair and Replan nim! r'rgc 5 vl N Vendor Services Agreement-Advanced Glass Systems,Inc. Page 25 of 27 Inc. EXHIBIT B PAYMENT SCHEDULE FORT WORTH. CITY OF FORT WORTH BID OFFER =�vnrrt p piu• Urvited advanced Glass Systems,Inc. FPFDI-2 2-0 L6 _ 2 7474 Baker Boulevard Evrfrrt Rvurd uerslon Richland Mills 7X 76118 1 united States Ewrrt Name s s u e GL Suhmlt To: Cily-of Fort Worth stnrtYrroe Fnixh Time FINANCIAL MANAGEMENT SERVICES oe its zo22 D7,oO- FINANCE-Purchasing 20127axas SL{Lows{Level,$Qvtb) FoR Worth TX 7 142 United SW*25 EmaIL FMSPurch3sinpRESp27rkSBS�f8etw6rtt�t�x8s.ggv L' ng DetamlIS Line: 1 unitTerel pq NONT USE. PLEASE REFERTOTHE DOCUMENT 1901) EA LA,BELUD MR 22-0162 F114Al616 DOCUMENT IA � I� Tvml Bid Am w-t; `g ❑ Vendor Services Agreement-Advanced Glass Systems,Inc. Page 26 of 27 Inc. EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY Advanced Glass Systems,Inc. 7474 Baker Boulevard Fort Worth,TX 76118 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority.City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: Mark Gosdin Position: General Counsel Mark Gosdin Mark Gosdin(Sep 28,2022 15:04 CDT) Signature 2. Name: Position: Marx Gasdin Mark Gosdin(Sep 28,202215:04 CDT) Signature 3. Name: Position: Mar'K Gosdin Mark Gosdin(Sep 28,202215:04 CDT) Signature Name: Mcgn,K Gosdin Mark Gosdin(Sep 28,2022 15:04 CDT) Signature of President/CEO Other Title: General Counsel Date: 9/28/22 Vendor Services Agreement-Advanced Glass Systems,Inc. Page 27 of 27 Inc. From: Brewer,Lolita M To: Soto.Vania Elizabeth Subject: RE: 22-0162,Vehicle&Equipment Glass Repair and Replacement:Advanced Glass Systems,Inc. Date: Tuesday,October 11, 2022 9:46:20 AM Attachments: imaoe001.ono imaae004.ona Good morning Vania, I sought the advice of Legal to see what next steps should be and Attorney Austria is comfortable with us moving forward without the attachments integrated into the contract (see communications below). I spoke with the vendor(per Austria's recommendation) to inform them of the omission. The vendor is requesting to move forward with and incorporating the attachments during the renewal phase. I have sent the vendor the missing attachment so that they have it when they receive the fully executed agreement. Thanks, Q Reply Q�ReplyAll P Forward (AdlM Fri 16I712022 18:26 AM Brewer,Lolita M RE:22-0162,Vehicle&Equipment Glass Repair and Replacement:Advanced Glass Systems,Inc. To Austria,Christopher X Report Phis h Good morning, The Vendor is fine with an attachment of Exhibit C.I have Vania continue with filing. Thanks, Lollita Brewer,MBA Sr.Contract Compliance Specialist Property Management Department 900 Monroe Street,4th floor,Suite 4D2 Fort Worth,Texas 76102 Office:(817)392-6645 Lolita.Brew@rL@fortwoithtexas.gov Your opinion matters!Please complete this short Customer Satisfaction Surve.Y to tell us how we can better serve you. City of Fort Worth—Working together to build o strong cornmunity FORT WORTH. Good morning, The Vendor is fine with an attachment of Exhibit C. I have Vania continue with filing. Thanks, Lolita Brewer, MBA Sr. Contract Compliance Specialist Property Management Department 900 Monroe Street,4th floor, Suite 402 Fort Worth,Texas 76102 Office: (817) 392-6645 Lolita.BrewerPfortworthtexas.g_ov Your opinion matters! Please complete this short Customer Satisfaction Survey to tell us how we can better serve you. City of Fort Worth — Working together to build a strong community FORTWORTH. CAUTION:This email originated from outside of the City of Fort Worth email system. Do not click any links or open attachments unless you recognize the sender and know the content is safe. Yes ma'am From: Brewer, Lolita M <Lolita.BrewerCcDfortworthtexas.gov> Sent: Friday, October 07, 2022 10:22 AM To: Audrey Burgess<audreyna advancedglasssystems.com> Subject: RE: City of Fort Worth Auto Glass Replacement Bid: 22-0162 Hi Audrey, So that I am clear, we can move forward and have Exhibit C as an attachment, correct? Lolita Brewer, MBA Sr. Contract Compliance Specialist Property Management Department 900 Monroe Street,4th floor, Suite 402 Fort Worth,Texas 76102 Office: (817) 392-6645 Lolita.Brewerl@fortworthtexas.gov Your opinion matters! Please complete this short Customer Satisfaction Survey to tell us how we can better serve you. City of Fort Worth — Working together to build a strong community FORTWORTH. MPM From: Audrey Burgess <audreyna advancedglasssystems.com> Sent: Friday, October 7, 2022 9:28 AM To: Brewer, Lolita M <Lolita.Brewer(cDfortworthtexas.gov> Subject: RE: City of Fort Worth Auto Glass Replacement Bid: 22-0162 CAUTION:This email originated from outside of the City of Fort Worth email system. Do not click any links or open attachments unless you recognize the sender and know the content is safe. Good morning Lolita, Can you send Exhibit C as an attachment and we'll get it done. Sorry about that. Thank you, Av- re y Lev Advanced Glass Systems, Inc. 7474 Baker Boulevard Fort Worth,Texas 76118 Phone:817-595-3200 Direct:817-893-1503 Fax:817-595-1386 Email:Audrey(@advanced Ig asssystems.com From: Austria, Christopher K<Christopher.Austria(@fortworthtexas.gov> Sent: Friday, October 7, 2022 8:17 AM To: Brewer, Lolita M <Lolita.Brewer(cDfortworthtexas.gov> Subject: Re: 22-0162, Vehicle & Equipment Glass Repair and Replacement: Advanced Glass Systems, Inc. It can be done either way. I would reach out to the vendor and let them know what happened and let them know that we will either attach it at time of renewal or whatever the department wants. I am not too concerned because we have the scope of services attached and our terms. I don't think it changes the agreement or the services they are supposed to provide, it serves as a catch-all. Get Outlook for iOS From: Brewer, Lolita M <Lolita.BrewerCcDfortworthtexas.gov> Sent: Friday, October 7, 2022 8:08:33 AM To: Austria, Christopher K<Christopher.Austria(@fortworthtexas.gov> Subject: RE: 22-0162, Vehicle & Equipment Glass Repair and Replacement: Advanced Glass Systems, Inc. Would the amendment be necessary now or could it be at the renewal since all signatures were obtained? Lolita Brewer, MBA Sr. Contract Compliance Specialist Property Management Department 900 Monroe Street,4th floor, Suite 402 Fort Worth,Texas 76102 Office: (817) 392-6645 Lolita.BrewerlcDfortworthtexas.gov Your opinion matters! Please complete this short Customer Satisfaction Survey to tell us how we can better serve you. City of Fort Worth — Working together to build a strong community FORTWORTH. From: Austria, Christopher K<Christopher.AustrialcDfortworthtexas.gov> Sent: Friday, October 7, 2022 6:44 AM To: Brewer, Lolita M <Lolita.Brewer(@fortworthtexas.gov> Subject: Re: 22-0162, Vehicle & Equipment Glass Repair and Replacement: Advanced Glass Systems, Inc. Technically it's already an executed contract, we can do an amendment to add it if all parties have already signed. Get Outlook for iOS From: Brewer, Lolita M <Lolita.Brewer(@fortworthtexas.gov> Sent: Thursday, October 6, 2022 8:43:00 PM To: Austria, Christopher K<Christopher.Austrial@fortworthtexas.gov> Subject: 22-0162, Vehicle & Equipment Glass Repair and Replacement: Advanced Glass Systems, Inc. Hi Chris, The Glass agreement made it to Vania for filing and she noticed two attachments missing, what are your thoughts for next steps? I brought this to the vendor's attention at the end of the day when they reached out for the status of the executed agreement. I didn't want to misspeak by saying that we could move forward. Thoughts? Lolita Brewer, MBA Sr. Contract Compliance Specialist Property Management Department 900 Monroe Street,4th floor, Suite 402 Fort Worth,Texas 76102 Office: (817) 392-6645 Lolita.BrewerPfortworthtexas.gov Your opinion matters! Please complete this short Customer Satisfaction Survey to tell us how we can better serve you. City of Fort Worth — Working together to build a strong community FORTWORTH. From: Soto, Vania Elizabeth <Vania.Soto@fortworthtexas.gov> Sent: Thursday, October 6, 2022 11:47 AM To: Brewer, Lolita M <Lolita.Brewer@fortworthtexas.gov> Subject: 22-0162, Vehicle & Equipment Glass Repair and Replacement: Advanced Glass Systems, Inc. This contract is missing Exhibit C &E that is listed on the first page. Important Notice: For all email related to Public Information Requests please use PIC(a),fortworthtexas.gov to ensure your message is responded to promptly. Note,my office hours are 8 a.m. to 5 p.m.,Monday to Friday! Vania E. Soto Public Information Coordinator 817-392-6090 Vania.Sotoafortworthtexas_gov 200 Texas Street- Suite 3614 Fort Worth,Texas 76102