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HomeMy WebLinkAboutContract 51830 RDEIVED CITY SECRETARY FE9 _ Zp19 CONTRACT NO. 51830 crrt of�oRT woR�+ t CIZ`(SECRETAP SOLE SOURCE VENDOR SERVICES AGREEMENT This SOLE SOURCE VENDOR SERVICES AGREEMENT C 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 TWIN DISTRIBUTING, INC. ("Vendor"), a Texas corporation, 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 Sole Source Vendor Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Verification of Signature Authority Form;and 4. Exhibit C—Sole Source Justification 5. Exhibit D—Manufacturer's Warranty Exhibits A,B,and C 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,and C and the terms and conditions set forth in the body of this Agreement,the terms and conditions in the body of this Agreement shall control. 1. SCOPE OF SERVICES. Vendor shall supply City with all parts and labor to install a Laserwash 360 Plus car wash system without a dryer C Serviceel.Exhibit"A,"-Scope of Services more specifically describes the Services to be provided hereunder. 2. TERM. This Agreement shall begin upon execution by the Parties("Effective Date'l and shall expire upon installation and acceptance of the Laserwash 360 Plus by the City ("Expiration Date'l. Vendor shall complete installation no later than April 30,2019. 3. COMPENSATION. City shall pay Vendor for the Services in an amount not to exceed$138,792.00. Vendor shall 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 shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. City shall pay Vendor in accordance with Chapter 2251 of the Texas Government Code. 4. TERMINATION. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days'written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder,City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were Sole Source Vendor Services Agreement � �ifCk to l Twin Distributing,Inc. 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 shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall 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 shall 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 shall 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 Vendoes 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 shall treat all information provided to it by City("City Information')as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access,modify,delete or otherwise corrupt City Information in any way.Vendor shall 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 shall,in good faith,use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized-means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Vendor agrees that City shall,until the expiration of three(3)years atter final payment under this contract,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 shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section.City shall give Vendor reasonable advance notice of intended audits. 7. INDEPENDENT CONTRACTOR. i It is expressly understood and agreed that Vendor shall operate as an independent contractor as to r 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 shall have the exclusive right to control the details of its operations and activities and be solely M responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between Sole Source Vendor Services Agreement Page 2 of 19 Twin Distributing,Inc. City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor.It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers,agents,servants,employees or subVendor of Vendor. Neither Vendor,nor any officers, agents, servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City.Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, t employees or subVendor. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY- VENDOR SHALL 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 OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION-VENDOR HEREBY CO VENANTSANDAGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDINGDEATH, TO ANYAND 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 OR EMPLOYEES. 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 marls,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 shall not apply if City modifies or misuses the software and/or documentation.So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section,Vendor shall 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 shall 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 shall 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 shall 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 shall 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 shall,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 Sole Source Vendor Services Agreement Page 3 of 19 Twin Distributing,Inc. to make it non4nfringing, 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 Assienment. Vendor shall not assign or subcontract any of its duties,obligations or tights under this Agreement without the prior written consent of City.If City grants consent to an assignment,the assignee shall 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 and Assignee shall be jointly 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, subVendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply.Vendor shall provide City with a fully executed copy of any such subcontract. 10. INSURANCE. Vendor shall 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 work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000- Aggregate (b) Automobile Liability: $1,000,000- Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle"shall 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 work is being performed Employers' liability $100,000- Bodily Injury by accident;each accidentloccurrence $100,000- Bodily Injury by disease;each employee Sole Source Vendor Services Agreement Page 4 of 19 Twin Distributing,Inc. $500,000- Bodily Injury by disease;policy limit 10.2 General ftuirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon,as its interests may appear.The term City shall include its employees,officers,officials,agents,and volunteers in respect to the contracted services. (b) The workers' compensation policy shall 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 shall be provided to City.Ten(10)days'notice shall be acceptable in the event of non-payment of premium.Notice shall be sent to the Risk Manager,City of Fort Worth,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas.All insurers must have a minimum rating of A-VII in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management.If the rating is below that required,written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS. Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal,state and local Iaws,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 shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Vendor,for itself,its personal representatives,assigns,subVendors and successors in interest,as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder,it shall not discriminate hi 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,SUBVENDORSS OR SUCCESSORS IN INTEREST,VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. Sale Source Vendor Services Agreement Page 3 of 19 Twin Distributing„Inc. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (I) 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 I by the other party by United States Mail,registered,return receipt requested,addressed as follows: To CITY: To VENDOR: City of Fort Worth Twin Distributing Attn:Jesus J.Chapa,Assistant City Manager Attn:-Tarob W-s'l- .6peral °i-Tit e 200 Texas Street 2545 E FM 120 Fort Worth,TX 76102-6314 Denison,Texas 75021 Facsimile:(817)392-8654 Facsimile: Q03•-%3--1 I qY- With copy to Fort Worth City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES. Neither City nor Vendor shall,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 shall 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 imnamities. 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 shall 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 shall 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 shall 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 shall not in any way be affected or impaired. Sole Solace Vendor Services Agreement Page 6 of 19 Twin Distributing,Inc. i r } 19. FORCE MAJEURE. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but shall 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, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. I 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only,shall 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 shall not be employed in the interpretation of this Agreement or Exhibits A,B,and C. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No amendment,modification,or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument,which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement,including Exhibits A,B and C,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. 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. 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 shall 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. Vendor assigns to the City the manufacturer's system and replacement parts warranty provided by PDQ Manufacturing Inc. to Vendor,a copy of which is attached hereto as Exhibit"D"and incorporated herein by reference. Sole Source Vendor Services Agreement Page 7 of 19 Twin Distributing,Inc. 26. IMMIGRATION NATIONALITY ACT. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form(1-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall 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 SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. OWNERSHIP OF WORK PRODUCT. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation,created, published,displayed,and/or produced in conjunction with the services provided under this Agreement(collectively,"Work Product'j. Further,City shall 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 shall 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 shall 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,ani 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. 28. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalfof 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 whose name,title and signature is affixed on the Verification of Signature Authority Form,which is attached hereto as Exhibit"C".Each party is fully ti entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. CHANGE IN COMPANY NAME OR OWNERSHIP Vendor shall 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. Sok Source Vendor Services Agreement Page 8 of 19 Twin Distributing,Inc. 30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Vendor acknowledges that in accordance with Chapter 2290 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"shall have the meanings ascribed to those terns in Section 808.001 of the Texas Government Code. By signing this contract, 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 contract. (signature page follows) Solc Segue Vendor Services Agmem ut Page 9 of 19 Twin Distributing,Inc. IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on the date signed by the City's Assistant City Manager. ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing i acknowledge that I am the person responsible for the monitoring and administration of By: this contract,including ensue Il performance and Name: Jesus J.Chapa reportingreguirements. Title:: Assistant City Manager Date: T ! ( By: ame: Shuro APPROVAL RECOMMENDED: Title: Sr.Administrative Services Manager APPROVED AS TO FORM AND By: LEGALITY: aje: o er i bles Title: Ac ing it ctor of Property Manage ent By: ATTEST: arid: Richad A McCracken Title: Assistant City Attorney F 0 RT Vj „e'° CONTRAr.'�'r t�UTHORIZATION: M (�. a Mary J.Kayser &C: 1�II�4 Title: City Secretary U• x 'V+NDOR: Twin Distributing,Inc. ATTEST: By: _ By: i <<< ame: Taeyb Name: �N�y Title: - wrar/ PIALi ate/' Title: 0 c�. 4 Date: '' ' —� t Sole Source Vendor Services Agreement Twin Distributing,Inc. CITY SEC R ET'my [ FT. WORTH,�x EXHIBIT A SCOPE OF SERVICES _1WtN {ori nx ltbA PtsL�_ QUOTE#2018-08-14-OOB Twin Distribudna August 14,2018 SALES REP:HARRY COLE 2648 E FM 120 214.895.5590 Damson.Texas 76021 office 800-820-0829 Cell 214695.5590 PRODUCTS: Laserwash 360+with dryer Spaces 6 Cloarancea:Varity NI carwash raqulremants wf TwIn personnel beton beginning airy project BUYER NAMEIADDRE88 City of Fort Wi IM 5501 James Avenue OAS NATURAL OR L.P. -kwoly upon PrAft Forth Worth,Texas 76115 WATER Yes ELECTRIC Yes SHIP TO ADDRESS: Aar ROM COMPRESS YBS City of FOA Wath SEWER OR SEPTIC Yes 5301 James Avenue OSUNTERN-T Yes Forth Worth.Texas 76115 CONTACT NAME: Mr.Rally Rendon PHONE: 817-994-8918 *mag: Ranjy,R*ndqn0FonWpnhTexai gov PART DESCRIPTION QTY I PRICEIUNIT TOTAL AMOUNT Laserwash L360 Plus 2081230V 60H2 9010058 Laserwash 360 Plus Includes: 1 $ 73,725 $ 73,725 LaserWash 360 Plus,Corroslon-Restatant Bridge A Trolley,Smart 360 Technology (Including:Smart Networking,Smart Dwell,Smart Arch Control,Smart Drying System(FlashDry ready)and Smart Claiming System),Automatic Obstacle Guidance, SST Wall Mounts,Anodized Aluminum RaOa,Virtual Treadle,New Electrical Control Panels,Basle LED In-Bay Sign,fully landed anergy chain consisting of HP hose,all LP hoses,bridge electrical cables,and a now bulkhead manifold. Pump Station with water tank Is standard. I.flarwvtsae,�rtrR 11410015 Ultrasonle Sensor Wali Mount 1 Included Included 09280011 Drive Train Extended Limited Warranty 1 $ 2,500 $ 2,800 11050198 General Pump(20&230V) } 1 Included Included 11080140 Cal 3535 Pump Upgrade } 0 $ 1,265 OPTIONAL 09220082 On Board Tank for Pumping Station 1 Included Included 09190025 Pump Station Water Heater(far Solution Heeling) 1 $ 4,110 $ 4.110 MACHINE MOUN77NO OPTIONS $ - 09050029 Free Standing Frame without dryer 1 $ 3,080 S 3,000 DRYERS d ACCESSORIES $ None MARKETING MEDIA OPTIONS 00020115 LED In-Bay Sign-Bask:-Green Arrows 6 Red X 1 Included Inckrded 09020116 LED Service ConOrmellon Sign 1 S 2,130 S 2,130 09020117 LED Entrance Sign 1 $ 1.280 $ 1.280 EXTRA SERVICE UPGRADES 09120041 High Pressure Drive Thru Undercarriage for use with Gatding Guns or Combo Cleaners 1 $ 3,300 $ 3,300 09190009 Electric Getting Gun 1 $ 5,925 S 5,925 09170160 Weep-High Pressure Undercarriage 1 $ 120 $ 120 09100009 Underbody Activation-Photo Eye KK 1 $ 1,155 $ 1,155 SOLUTION APPLICATION PACKAGES Base Base Solution Package 1 Included Included 09170142 Weep- Bane Solution Package 1 $ 360 S 580 09170143 Second Low Pressure Soap 1 $ 1.556 $ 1.585 09170143 Wasp-Second Low Pressure Soap K8 1 S 1451$ 145 ooiftlaSource 6AhTrfifehAgWnient 1 s 5,045 $ Page Jj: 9 O°*Wh Distrib ;A'f Darn page I of 2 1 s 245 S 245 09170147 Super Sealant Appkation System 1 $ 2,210 $ 2,210 09170148 Weep-Supor Sealant 1 $ 145 S 145 Spot Free Delivery 09170161 High Volume Rinse System 1 $ 2,825 $ 2,825 09170158 Weep-High Volume Rinse Arch 1 $ 225 $ 225 ERTRYSYSTEN ENTRY Use existing Gas Boy Card System N1 NA 09070044 Wash Activation Interface 1 $ 1,395 $ 1,395 09150008 Ethernet Gateway for SIe Not ort 1 $ 785 f 785 WATER CO7NDl OANNO Membranes Replace exiallng RO Membranes 4 $ 298 $ 1,192 CIHIOFC03CB Charcoal Filter Fleck 2750 1'Head 141165'media lank 1 $ 1,258 ; 1,258 OTHER MARKERS Provide S Install Highway Markers In Bay 48 $ 3,50 ; 168 MISC Adhestve 1 $ 164 $ 164.29 CONCRETE WORK IS NOT INCLUDED 'Customer responsible for all masonry,electrical,DSL and plumbing unless noted.* Equipmonl Total Page: 115,252 PLEAS[READ CAREFULLY:THIS IS A VALID AND ENFORCEABLE CONTRACT SUOJECT ONLY TO ACCEPTANCE OF THE SELLER BY THE AUTHORIZED EXECUTIVE OF THE SELLER AT ITS HOME OFFICE. Total: SJJ5.252 BUYER AGREES TO THE TERMS LISTED ABOVE AND ON THE ATTACHED PAGES HEREOF.BUYER FURTHER Shipping 6 HandAng: LINDERSTAND9 THAT ALL FREIGHT IS F O.B.POINT OF ORIGIN AND THAT ALL UTILITIES ARE TO BE Equipment Assemby b Unfoed►ng $7,995 PROVIDED TO THE EQUIPMENT BY THE BUYER. EQulpmant Ramovah $1,200 Programming d Sled-up: $2,995 ElecWcalSub•Contract $8900 CaOboma r Sv"I. A U*W Ptumbfng Sub-Contract S950 Salsa Tax Q d25%: Exempt TOTAL DUE; $136,792 Calory Down Payment wlOrder $41,637,89 Payment Due T Days Before Ship Date $83 275.37 @manes Doo of Start-up olEquipment $13,879 TMgtasna�aa�le.r.aplawarr; two_ awk S i Solo Source Vendor Smices Agrecrnent Page 12 of 19 Twin Distributing,Inc. EXHIBIT B VERIFICATION OF SIGNATURE AUTHORITY TWIN DISTRIBUTING 2545 E FM 120 DENISON,TEXAS 75021 Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair presentation of the financial statements of individual funds. 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: Bab by MP5 a- Position: PrPrr kor s' & 2. Name: McAb Position:6p1 iJwwa• �p tr1t�l' 3. Name: Position: Signature Name- -jEird b Wesgo— gnature of President/CEO Other Title: 61PAPre Date: Sole Source Vendor Services Agreement Page 13 of 14 Twin Distributing,Inc. EXHIBIT C SOLE SOURCE VERIFICATION t_..._WIA1 �T1+e Cs,n llluai, NO ]b M P.O.Box 2229.2545 E.FM 120•Denison,Texas 75021.800-826.0829•Fax(903)463-5043 k November 26,2018 Mr.Randy Rendon Fleet Services Manager City of Fort worth 4100 Columbus Trail Fort Worth,Texas 76133 Re: Car Wash System Dear Mr.Rendon: Per our discussion regarding the existing car wash located at the James Avenue Service Center, the system and support equipment was originally designed to work specifically with the PDQ Laserwash Series of car wash systems. The replacement of the existing Laserwash G5 with a new Laserwash 360 Plus would be a seamless transition,and any and all existing warranty/service agreements would remain in effect. In the event that the car wash system is replaced with equipment other than that which the support equipment was designed for,any and all warranty/service agreements on the support equipment would be null and vold. In addition,multiple service providers would be needed; one for the car wash system,and one for the support equipment. I hope that this Information addresses your concerns. Should you have additional questions, please do not hesitate to reach out. Sincerely, Harry Regional Sales Manager The Car Wash People LLC dba Twin Distributing Sole Source Vendor Services AgJreenicm Page 14 of 19 Twin Distributing,Inc. vtwcLEPDQ Matcw6cmdag,kx P 0 WASH ` 1698 Scheur0 Road P.O.Box 5190 rwAt or orw r M De Pere,Wt 54115-5190 (800)227-3373 October 8.2018 City of Fort Worth Atm.Randy Rendon 4100 Columbus Trail Fort Worth,TX 76133 Dear Randy, Please be advised that PDQ Manufacturing. Inc.is the manufacturer of the lawWashg 360 series that you are currently using at your James Awnue facility.The LaserWasb 360 series was designed and&veloped byPDQ and wv are the only c2m2sh manufacturer that provides this equipment. The L,uff%'ash 360 is designed to run with many of the standard brands of canrash chemicals from the major chemical suppliers such as Ecolab. CSI,Turtle War. S' iz, Blendco as well as others.If you are cturemtly using another brand name of chemical we would be glad to advise you of its suitability to operate on our equipment. Twin Distributirrg, Inc. from Denison, TX, is our cxchusive authorized distributor for selling,commissioning,and servicing all of PDQ's canmh equipment in the Dallas-Fort Worth:urea. Twin has trained technicians,support vehicles.and PDQ parts.:tnd is certified to peribrm service Noris on the LawW ash 360 as well as all other PDQ equipment. We trust that this information mets your requirements. If you have any Amber questions. or if You need additional clarification please feel free to contact its. Yours Truly, Marti Terms VP of Sales Cc: Bobby West Jacob West Ted Mayo Sok Some Vendor Services Agree>nent Page 15 of 19 Twin Distributing,Inc. lqqRT Purchasing Division City of Fort Worth SOLE SOURCE PROCUREMENT JUSTIFICATION Purpose This form must accompany all sok source purchase requests for equipment,construction, supplies or services when tbo puMmo Is for more than S3,000.00. This form Is not needed when the purchase is for a professional services contract. The purpose of the sole source proarrement justification is to demonstrate that the competitive process is not required because only one product or service a=meet the specific need of the City of Fort Worth C City's. A sok source procurement may not be used to circumvent the City's normal pumAsssing procedures or for a prico.based justification.Acceptance of the sok source procurement justification is at the disoration of the Purchasing Division Manager or his designee. Cer ti6eatkn My signature below certifies that I am aware that state and federal procurement statutes and regulations require that ptocearemeots of a certain amount made by goveruunent entities must be competitively bid unless the purchase qualifies as m exemption to the competitive bidding requirements. 1 am requosting this sole source procurement based on the information provided in the Justification section below. The information is complete,accurate and based on my professional judgmant and investigations. I also car* that this purchase will not violate Section 2:-238 of the City's Ethics Code. Requesting DeparbnenC Property Management/Fleet Division Requested by[printed name]: Signature: Recomma►ded by[printed name[: a ikpartmant Director Signature: Telephone number: (817)392-5119 Date: 10115/2018 Sole sourre Procumcment Justificative Page I of 3 Rev.17/2014 Sole Source Vendor Services Agreement Page 16 of 19 Twin Distributing,Inc. jFIF II` 1 Justiflcation 1. Describe the product(s) or service(s)your department vtishes to purchase—prmide vendor name. mamificturer.model number and/or generic description identifying the item(s)or serrice(s). 2545 E FM 120 Denison,Texas 75021 Office 800-826-0829 Cell 214-6954590 harry�TsvinDiitritsutimg_corm PRODUCTS Laser wash 360+without dryer 2. Purpose—prmide a brief description of why the product(s)or service(s)is required. Currently at the lames Avenue Service Center Fleet uses the UwWasht 360 series,of which the outer wash and soap injection system is dilapidated and in dire need of replacement.PDQ Manufacturing.Inc.is the manufacturer of the LaserWash*360 series.The LaserWash 360 series nas designed and developed by PDQ and they are the only cam-ash manufacturer that provides this egtupment. 3. Describe your efforts to identify other vendors—trade shmys, internet search, vendor catalogues. Protide product and contact information for other products.services and vendors evaluated. (A quote is not required,simply enough information to show the availabiGtytnon•availability of other sources) We're only replacing the outer wash and soap injection system that sill replace the worn items mithout any modification to the building The remainder of the car wash is in good condition and will give many years of service. Secondly,dye to the manufictures requirements,and continued and new warranty for the replacement item through PDQq%vin Distributers needs to remain the same othemise will void all warranty. Twin Distributing,Inc.from Denison,TX,is the exclusive authorized distributor for selling, commissioning„and servicing all of PDQ's carwash equipment in the Dallas-Fat Worth area Twin has trained technicuams,support vehicles,mid PDQ parts,and is cenified to perform serice work on the LascrWash 360 as well as all other PDQ equipment. 4. Justification: a. Identify the reason(s)why other vendors,products.or services coveting in this market do not meet rix City's needs or specifications: • _ The product(s)or service(s)is available from only one source because of patents.copyrights. secret processes,or natuual monopolies _• The product(s)is a captive replacement part(s)a component(s)for existing equipment. The dollar value of the existing equipment is approximately S Use of other than Original Equipment Ma nufaentrer parts jeopardizes the warranty or may result in equipment not Amcno ing to the lentil of factory specifications. Sok Sowce Procurement Justification Pae 2 of 3 Rev.t 2/2014 Sole Source Vendor Services Agreement Page 17 of 19 Twin Distributing,Inc. _ Authorized factory service is available from only one source. �X_ Maintenance for the existing product is only available from one source. b. Attach justification letter from the manufacturer or originator of the product or service. 5. Will this purchase limit the ability of other vendors to compete on future purchases for supplies, upgrades,or replacements? If so,how? No,once the complete system exhaust,including the reverse osmosis and water softener.Would pose an opportune time to request bids for a complete new Car Wash system,which will require structure modification for other manufactures system. 6. Will this purchase obligate the City to future purchases,for example,maintenance or license(s)?If so, what future purchases will be required? No required additional license; however the existing (14) year old Car Wash will require monthly preventative maintenance with a contract already in place. Furthermore,we will see a reduction in our high maintenance cost due to wear and tear on the existing car wash used 365 days a year. 7. What will happen if the City does not purchase the requested product(s)or service(s)from this vendor? We will continue paying higher maintenance cost for the Car Wash replacement parts and service not normally required. In 19 years we have worn out the existing Car Washing system. Purchasing Division Comments: .J 40 Rheat rA Buyer/SeniorBuy r/Supervisor: _ � �= `a.C� Date: v Approval PURCHASING DIVISION: Sole Source Procurement approved: Yes No Signature of Purchasing Division Manager: I�. Printed Name: ��L-V) &1M4 ' Date: Sole Source Procurement Justification Page 3 of 3 Rev.12/2014 EXHIBIT D MANUFACTURER'S WARRANTY rrapoim 7r Rttte WAer1 40119"1 Effed w January 1,2016 PDQ Manufacturing Inc. System and Replacement Parts Warranty Statement i7Q wr7a•atmrg•:nc{sA71 av7ht HX al PDQ altl tvdlefmNc sys7�ns tappdea by b ft""RlQ'4e site fee Noe W"n trewna amts euVrtstsiptrya tnnaa 0019 an7 Sanw b a paa0 d 1:eDms fan M aao dieta0idd a a ctaoetnan a tS ectDes fdm h 1944 a sipre!rOm PDQ �aetDtary,POQ►alta udu etp Mc.totaaa r.461 G—Nd repxarwd pars"*04"n wtaetecv"ft"be hefdm ONO n mw%g an edrynld9lp~w"W w4w4mewammdew t4rSwOatdhtalaifdttisbK waiwdfR7"W50"71d701 'wK*wit psaa,nwttannnBawo-Oasiawtstwt nr"wgedn°aNN Mal"te0wnbgmUj1*4baitae.MIK aeaMar00" smamiat a staietaonQ a teiiaenar 4491�attpatad%anAk attar tvl PD0 7gtutsca�fe➢,src o s aie+taead tttpaatlave.Yrr wrrS rza ftry a xw+7 a ew�ca'eefrrs xupaRe stn adfvOn atl tfe�eet an n tarNitan am 1rKnons 19919 ►a oaina atoaif�us tsarsd awopstdt tte aq Rtpnsr attaortaw asset NIh weestt 1,ttoaua a steer sass twarotaietor,ttua �«pal w NusurPOQl,ne,eagaplpre�feDt alabeanamra twNpateatane IrIDQ faarltDefeirep,rte nbeote pepwr a a aneaAt h aww a salna""memo eg ar+wits,poo sptwbOft r+c trot al�es apiat4 s ptia spun mt eaoprr:000 wnwa�,t tg.tnc.ser to a 9144 tttpatallr facto in a ow"w tf..-A"am flr ww tafattMMOO'w=0e*"wit fpsa ww wrion,WwnaPsaaad of now tsanafeaafotwtutawedeeotYl► x"w"M tlray pvbatr PaI wd dM dwtoo9w"a0~96"vwL*aO%nG PMm ew w'PDO wnepoaO"w-fen nwnOrkady Mw YeilyHt>7trrtten absBtar91047y> aasJ O"Mto11M *eras b ark aaeope foto any ata a rltss a uy bru atgew./Ny eetu OtpaSea eyti�a PSRnaw Mtfr ftlty a n wrty 7rtwgttiaP 149199 1H ears am mnastatttpuwwthtbartteRsvyos/waafpeasparsntatpfstttrsttaaawtdPDQ M=ftkrmte+ rte Mn�Ggrtit ouamer'n ads a tatese eorraron 71W eM deatrd b.,.,at ti aafwtroed P@0 wauWrlef,are tadtaar n rnat a+ratPt d ry �ttet4epaoatet paha d(geary trod.ltoee�sq a aaagRa by aR attignat paomr b mtr auam+tn ten pwere any Pro wnttt>,atrg,nu fyae�a r+exntweetasa�11107 efanMr Sttae a gwa^n 0 aro taotaewa n aaaeatce tfn tM sae a rs xau a rMscdnsn ODQ weadaCtir}tp�tnC as gglt0l Ptgnrw agll ewt a7y Yga 70171 a pdafdetp tatOtr a ftH tem bre!ddD�tt t�t?lY bt tlOtQd It R mamawStnd*%w"dft~SORTC>*0Gall""wilbwnwCaydMPON,1MW%A 6gn7PvawetpnwrWOMb paaaur Sae7®ottN any die ibo.tO+e W"laar7a and agnel bum al Heaves ban do npdpa,tte e a rcaa aeDt bYt 7ntH as aeldn d Yessef ft4OPDQMwAdK%stg.w-'fw7nr"MGF tatttttty,Mbfa MOM OMPM pies,we sstatwttewtaposmip Oaimbawft',aww,bftfropw lapfefbrlabpra" *roeffelseoMomw7bfb7 an ay am"Poor A ➢bH 40"wombeff. tia,OtMyawfd!!¢Os afatl Mmatt peanspia d R¢146.11 tbtDeRYaI Pa)D tsnw,atsng,Ic ee bDt V!r►61f4ldwp,istieete a aragttsttiw Opmra ba erpma rear 4iartf aYM�fy Oe Pett.NrhCglab. UNAa1Mttl Ytetaal aNb'e07nlaetOreppllsral PJYrbP�Yaf >i�eefrwt�whlY�NaawwNsebsataaaan�i P14[q MMiattt YO tXl►t10C 1K1110af NOtIQ •CaewW 3"COM i 70U De7reaM deaw t ne-Ae ete h RpANa OCvw1 wee M DDVfA 1494 aM tMUasea faw afa♦Da"M CaM rveebm Mt. a Oft4wo "tn pan of 0"CUewww �s Sole Source Vendor Services Agreement Page 19 of 19 Twin Distributing,Inc. Fall P0 - ' VeHICLE WASH SYSTEMS .ww••r♦o.w •4gwsiw.. ; Effective: January 1, 2016 PDQ Manufacturing Inc. System and Replacement Parts Warranty Statement PDO Manufacturing,Inc.('PDQ')warrants that all PDO and Kesseltronio systems supplied by to the Original Purchaser will be free from defects in material andlor worimhanship under normal use and service for a period of 12 months from the date or ImIaAetion or a maximum of 15 months from the data of shipment from PDO. Additionally,PDQ Manufacturing Inc.warrants that all upgrades and replacement parts supplied by PDQ Manufacturing Inc.will be he from defects in material and workrnenship under normal use and serviced for a period of 90 days from the dab or installation or for the remainder of the system's sights!warmly,whichever is greater,as set forth in the Hut sentence of this statement.The foregdng warranties hal not extend to goods subjected to misuse,neglect,accident,or Improper installation or maintenance or which have been shared or repaired by anyone other tan PDQ Manufacturing,Inc,or its authorized representathe.The blryer's acceptance of delivery of lite goods constitutes acceptance of the foregoing warranties and remedies,and all conditions and limitations thereof. If a dais is made within the warranted lime period that any sqAxwt andfor core credit peri is defective In material or workmanship under normal use and service,such equipment shelf be returned to PDQ Manufacturing,Inc.,freight prepaid.If such equipment or core credit part is found by PDQ Manufacturing,Inc.In its We judgment to be defective In material or workmanship under normal use and Service,PDQ Manufacturing,Inc.shelf,at Its sole option,repair or replace such e"Onent PDQ Manufacturing,Inc.shall not be held responsible for data loss or retrieval on rekuned products. The warranties,as ad forth above,aro made expressly It lsu of el other warranties,either expressed or implied(khdudiltg,without limitation,warranties of merchant- ability and Illness for any pitiowler Wpm and of all other obligations or liabilities on PDQ Manufacturing,Inc,part.)fuller,PDQ Manufacturing,Inc.neither assumes,nor authorizes any other person to assume for it,any other lability In connection with the a*of the sysls m,or any mrd pat to has been subject to any damage koro any ad of natin or any force rm)ane.Any terms proposed by On Original Purchaser eltkr orally or In writing aro expressly refected.The terms and condillorm expressed In this document may only be changed upon the express written couaerll of PDQ Manufacturing,Inc. The term'Original Purchaser'as used in these warranties shell be deemed to mean the authorized PDQ Manufacturing,Inc.distributor to which the system or any neOmpleoement pmt was origtnaly add.These warranties may be assigned by the original purchaser to any of its customers who purchase any PDO Manufacturing,Inc.systems or newheplacement parts.This document shall be governed by and construed In accardence wilh the law of to Stale of Wisconsin. PDQ Manufacturing,Inc.and Original Purchaser agree thel any legal action or proceeding under or with respect to this doc ntanl may ONLY be brought in to courts of tine Slate of Wisconsin,or tine United Staten District Coat having jurisdiction In the City of Be Pero,Wisconsin.Original Purchaser expressly consents to paraoral jurisdiction In any of the above-mentioned forms and agrees to weave all defenses based on Improper venue or Inconvenient form should an action be Nought twain. The solo Il Ay of PDQ Manufacturing.Inc,for any breech of warranty,shah be as set forth above.PDO Manufacturing,Inc.does not warrant against damage caused by accident,abuse,faulty or improper Iro4dlaWn or operation.In no event shell manldackaees kabfllity on any claim for damages arising out of the manufacture, sets,delivery or use of the goods exceed the orimsl purchase price of the goods.In no event shat PDO Manufacturing,Inc.be liable for any d ect,Idited,knddental or eosequmlial damage or lose of product. TERMS Ex-works our factory,De Pere,Wisconsin, USA InslataUon not Included. At trade names aro regbtered, Patents pending. Subject to engineering Improvement auction other changes. PRICES SUBJECT TO CHANGE WITHOUT NOTICE a Copyright 2015,OPW ®2015 Delaware Capital Formation,Inc. AH Rights Reserved. DOVER and the DOVER logo aro registered tradenum a of Delaware Capital Formation,Inc.. a wholly-owned admidlery of Dover Corporation. Page 1 ACCEPTANCE OF ORDERS Orders are subject to approval and acceptance only at the office of PDQ Manufacturing,Inc.,De Pere,WI.All orders placed for products and services of PDQ shall be subject to these Terms of Sale('Terms").No additional or different terms or conditions or any modifications,changes or amendments to the Terms shall be binding upon PDQ unless specifically agreed to in writing by an authorized representative of PDQ.Any additional or different terms already or hereafter proposed by customer,whether in a purchase order or other communication or otherwise,are hereby rejected and shall not apply.The lack of objection by PDQ to any addilionai, modifying or deleting provisions contained in any communications from customer shall not be construed either as a waiver of the Terms or as an acceptance by PDQ of any deviation from the Terms.All orders and any changes to existing orders at PDQ must be made In writing and shall not be binding on PDQ until accepted by an authorized representative of PDQ.Orders received after 3:00 p.m.CST will be processed the following business day.Note:Rush orders may not be changed or cancelled. SPECIAL PRODUCTS Parts/products that are not listed In the current PDQ price list are considered'special."These special partsiproducts are subject to the additional terms listed below: • Orders are subject to PDQ approval and must be in writing and accompanied by a Purchase Order. • Minimum order quantities and additional lead times may exist for special partstproducts. • Special parts/products can be discontinued at PDQs sole discretion. • Cancellations or reductions of'special'parts/products ordered must be at PDQs consent and will be subject to charge determined by PDQ to be sufficient to cover all costs Incurred.Cancellations or order changes for'special"paras/products must be in writing. PICK-UP ORDERS Orders that are received for pick-up at our De Pere,WI facility must have a firm ship date.If orders are not picked up within 48 hours of the shipment date they will be shipped to the distributor's warehouse as outlined In our freight terms noted below. EXPEDITED ORDERS Expedited shipment order requests must be received by 12.00 p.m.CST. • Expedited shipments will ship the same day pending product availability and expedited order processing demand • Expedited shipments will receive current published list prices less standard discount CANCELLATIONS/CHANGES Orders shall not be subject to change of specifications or cancellation without the consent of PDQ and then only at a charge deter- mined by PDQ to be sufficient to cover all costs incurred. Cancellations must be made in writing. No changes can be made to an order after shipments/manufacturing has been started against the order. PRICES/DISCOUNTS Prices shown In price list are Suggested List.All prices are In U.S.dollars. Prices are for prompt acceptance and are subject to change without notice and become firm under our acceptance of your order,as evidenced by our acknowledgement.We have a 30 day minimum notice of any equipment pricing changes. • Prices do not Include any applicable sales,use,excise,duties,or other taxes. See Confidential Discount Plans for discount Information. PAYMENT TERMS Terms of sale are one(1)percent,ten(10)days,date of invoice,net thirty(30)days for customers qualifying for credit. Term discounts are not allowed unless the account is current. FREIGHT All shipments are Ex-works our factory,De Pere,Wisconsin,USA.All freight charges are the responsibility of the distributor/customer.Title and liability for loss or damage in transit shall pass to the buyer upon seller's delivery of goods to a common carrier for shipment to the buyer,Claims for damages in transit must be asserted against the carder. ROUTING PDQ reserves the right to select freight routing and will strive to ship the best possible way. PRICE CHANGE Prices may be changed by PDQ upon thirty(30)days prior written notice. Orders on hand at the time of a price Increase will be invoiced at the older price,provided they are for Immediate shipment. Orders entered or scheduled for shipment after the effective date of the price change will be Invoiced at new prices. CREDIT LUORTHItJES,'; An account which is delinquent may be subject to restricted or non-shipment of goods and may be subject to a 1% Per month finance charge on past due invoices.Customer shall also reimburse PDQ for all collection costs,court costs,attorney's fees and other expenses incurred in collection of past due amounts. SHORTAGES Claims for shortages It shipments and errors In freight charges must be reported in writing to PDQ Customer Service Department within five(5)days after receipt of order. Please note the following regarding shortage claims: • If you suspect a shortage,please sign only for the number of cartons received,and file a claim with the trucking company • If you detect a shortage,please contact your PDQ Manufacturing,Inc. Parts Department at 1-800-227-3373 • All freight damages must be noted on Bill of Lading at time of acceptance by the Distributor RETURNS (1)Restocking Charge Returns To help cover the normal costs of handling,inspecting and testing,s charge of 20 percent of the original purcha3o price will be charged. Minimum handling charge is$30 USD. PDQ will always attempt to cooperate if the distributor requests pear lesion to return goods for credit.Products to be returned must be standard products,current merchandise,less than six months old,In original unopened packaging and resalable as new. The invoice number must accompany the RMA number on the return. (2)Warranty Returns See return pronedurets on page d. (3)Special Product Returns Special parts/products are not eligible for return. Page 3 PDQ Manufacturing, Inc. Return Goods Authorization Procedures Effective Jan 1, 2016 GENERAL Procedures for returning goods authorization,are outlined below: Goods subjected to misuse,neglect,accident,or improper installation or maintenance,or which have been altered or repaired by anyone other than the PDQ Manufacturing,Inc,or its authorized representative are not eligible for credit and will be returned to distributors with an invoice for the return freight(E*works our factory,De Pere,Wisconsin)- SECTION 1: RETURNED GOODS AUTHORIZATION POLICY RETURN GOODS AUTHORIZATION • In order to be eligible for credit,all of the items contained on Return Goods order must be received by PDQ within 40 days from the date the RGA was Issued. o Credit will denied to any item received after 40 days. o RGA Parts orders should be placed no more than 10 days after the Issue occurred date. o Parts Warranty:90 days from date of part install or 9 months from invoice date • The following requirements must be fully met for the rotum to be processed. If the requirements are not met,the order may be promptly returned to the sender. o Cali 1-800-227-3373 and ask for Parts Sales to obtain a Return Goods Authorization Number. o The box containing the returned parts must be visibly labeled with the RGA number. The returned parts roust oath be dearly marked with their respective PDQ part number. o The RGA Form must be completed and shipped with the return parts. o Distributor Stock returns must Include the date the part was installed and date the part failed to receive credit. Parts (Distributor Stock)&Equipment warranty returns shall be contained on separate forms. o Each part must be listed on a separate line of the RGA form. • When returning mulUpie RGA's In the same shipment,contain all parts from the RGA in the same lux or Ling with the paperwork for that RGA,on the outside of the box write all the RGA numbers. • Return to: PDQ Manufacturing,Inc.;RGA# ;1698 Scheuring Road,De Pere,W154115(freight prepaid by sender). All rehrmed goods are shipped at Distributor Expense—DO NOT send collect. • If all the above requirements have been met,PDO witl examine the returned item to determine the root cause disposition. • All returns will be evaluated based upon our Limited Equipment and Component Warranty. • A No Defect Found part Is subject to a W urrunty Evaluation Fee of$50 for each part. • Some parts are required to be sent to PDQ vendor for analysis before credit is given. • New/Unused parts are not accepted under an RGA and must be coordinated through PDQ's parts sales department, • Any parts or equipment that has been recommended to be replaced by PDQ Persennet(I.e.Tech.Service)DOES NOT guarantee warranty or credit will be given per final analysis/summary. SECTION II: RETURNED PARTS NON-CORE/EXCHANGE PARTS Parts being returned for credit or replacement may be returned to: P130 Manufacturing,inc. 1698 Scheuring Rd De Pere,WI 54115 Before returning goods,distributors must obtain an RGA(Return Goods Auihoiizallon)number from PDQ Manufacturing,Inc.: A. NON-CORE/EXCHANGE PARTS UNDER WARRANTY Defective parts replaced during the appropriate warranty coverage period may be returned,freight prepaid,for full credit or replacement. To obtain an Authorization Number for exchange parts under warranty,call PDQ Parts Department at 1-800-227-3373. B. REPLACEMENT PARTS ORDERED IN ERROR New/Unused pars are not accepted under and RGA and must be coordinated through PDQ Manufacturing,Inc.Parts Sales Department. Replacement parts ordered in error may be returned to PDQ Manufacturing, Inc.for credit provided the following conditions are met: • Goods are unused and In resalable condition. • Goods are still in their original shipping container. • No more than 30 days has elapsed since the part's invoice date. A 20 percent re-stocking charge will apply to these returns. Returns not meeting the above conditions will not be accepted and will be sent back to the distributor with an invoice for return freight(Ex-works our factory,De Pere,Wisconsin). To obtain an Authorization Number for replacement parts ordered In error,call PDQ Parts Department at 1-800-227-3373. SECTION III: SUPPLEMENTARY CLAUSES TAXES, FEES, AND DUTIES Any applicable taxes,fees and duties shall be paid by customer,either directly or by reimbursement to PDQ. Any claim for exemption by customer shall,If applicable,be effective only after receipt of proper exemption forms by PDQ,but in no event after delivery or performance. INTELLECTUAL PROPERTY RIGHTS Ali Intellectual property rights In,or relating to,the products and/or services are owned by or licensed to PDQ and nothing herein shall have the effect of transferring the ownership of such intellectual property rights to customer. FORCE MAJEURE PDQ shall not be liable for damages for a delay or failure In its performance as a result of causes beyond its reasonable control, Including any law,order,regulation,direction,or request of any government having or claiming to have jurisdiction over PDQ,its subcontractors and/or its suppliers;failure or delay of transportation;Insurrection,riots,national emergencies,war,acts of public enemies,strikes or inability to obtain necessary labor,manufacturing facilities,material or components from PDQ's usual sources; fires,floods or other catastrophes;acts of God,acts of omissions of customer or any causes beyond the reasonable control of PDQ and/or of its suppliers.Upon the giving of prompt written notice to customer of any such causes of a delay or failure in its performance of any obligation,the time of performance by PDQ shall be extended to the extent and for the period that its performance of said obligatkms is prevented by such cause. INDEMNITY Customer shad indemnify and hold harmless PDQ against any and all losses,damages and expenses(including attomey's fees and other costs of defending any action)that it may sustain or incur as a result of the use,operation or possession of the products and/or services by customer or its affiliates,directors,employees,agents or representatives,the negligent or willful act or omission of customer or Its affiliates,directors,employees,agents or representatives or the alteration or modification of the products and/ or services or the use or combination of the products and/or services with other products,devices or services by customer or Its affiliates,directors,employees,agents or representatives. GOVERNING LAW These Terms shall be governed by and be construed in accordance with the laws of Wisconsin,without giving effect to any choice of law rules,To the extent applicable,each party expressly consents to the exclusive jurisdiction of the courts of the State of Wisconsin,County of Brown,or,if It has or can acquire jurisdiction,in the United States District Court for the Northern District of Illinois,to govern all disputes arising hereunder. ANTI BRIBERY COMPLIANCE Customer hereby certifies that customer and its directors,officers,employees,agents,sub-contractors and/or consultants:(i)are familiar with,and shall comply in all respects with,all applicable laws in force from time to time regarding bribery,fraudulent acts, corrupt practices and/or money laundering,including the U.S.Foreign Corrupt Practices Act,as amended,and the U.K.Bribery Act 2010,as amended;(ii)have rat and shall not authorize or make any payments or gifts or any offers or promises of payments or gifts of any kind,directly or indirectly,In connection with the transactions governed by these Terms to any"foreign official,"including (a)any official,agent,or employee of any government or governmental agency;(b)any political party or officer,employee or agent thereof;or(c)any holder of public office or candidate for political office;and(iii)are not officials or employees of any government,an official of a political party,or a candidate for political office,or a director,officer,employee,or affiliate of a government Instrumentality. Customer understands that for purposes of this Section,a"foreign official"may Include an employee or official of a commercial entity in which a government body ties an ownership interest or exerts control over the activities of such entity,as well as officials and employees of public International organizations. IMPORT AND EXPORT COMPLIANCE Customer shad strictly comply with any applicable laws in force from time to time regarding import/export regulations,tax and/or customs and duties Vimport/Export Legislation")related to the Import of the goods to the point of delivery specified In an order and the export of the goods from the point of origin of such goods,and customer's purchase of goods pursuant to these Terms constitutes its certification that It will remain In compliance with the requirements of such Import/Export legislation. Customer shall ensure that It will not export,sed, divert,transfer or otherwise dispose of the goods In violation of the Import/Export Legislation. Customer agrees,at its expense,to obtain any and all licenses and approvals that may be necessary to import the goods to the point of delivery specified in an order and to export the goods from the point of origin of such goods in accordance with the Import/Export Legislation. Customer shall provide PDQ with such docximentatlon as PDQ may request to confirm cxcstomer's compliance with the Import/Export Legislatlai. COMMENTSMEMARKS The General Liability and Auto Liability policies include a blanket automatic Additional Insured endorsement that provides Additional Insured status to the certificate holder when there is an executed written contract that requires such status. The General Liability and Auto Liability policies include a blanket automatic waiver of subrogation endorsement that provides this feature only when there is an executed written contract that requires it. Umbrella policy overlays the General Liability and Auto Liability policies. uFREMARK COPYRIGHT 2000, AMS SERVICES INC DATE(MMIDDIYYYYI ACOR" CERTIFICATE OF LIABILITY INSURANCE 0„ 79 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endersament(s). PRODUCER CONT Holly C.Levi NAMEPatterson b Associates insurance Agency,Inc. PHONE (972)669-2431No (972)783.0831 AIC P.O.Box 852037 ADDRESS: holly@pialnsure.com INSURER AFFORDING COVERAGE NAIC N Richardson TX 75086.2037 INSURERA: Charter Oak Fire Insurance Co 25615 INSURED INSURER 6: Travelers Indemnity of America 25666 The Car Wash People LLC,DBA:Twin Distributing Inc. INSURER C: Travelers Indemnity Company of Connecticut 25682 PO Box 2229 INSURER D: INSURER E: Denison TX 75021 INSURER F: COVERAGES CERTIFICATE NUMBER: 18-19 Std wl Equipment REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILPOLICY TR TYPE OF INSURANCE POLICY NUMBER (MMIDDArEFFm MMIDD LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1.000,000 CLAIMS-MADE ©OCCUR PREANSESEa occurrence S 300,000 MEDEXP(AnyoneDamml S 10,000 A 660.OH968925 04/250018 04/25/2019 PERSONAL&ADV INJURY $ 1,000,000 OENLAGGREGATE LIMIT APPLIES PER: GENERALAGOREGATE $ 2,000,000 POLICY 0,QCT F]LOC PRODUCTS-COMPIOP AGO S 2,000,000 OTHER: $ AUTOMOBILE LIABILITY NII DSI E LIMIT S 1,000,000 Me accident ANY ADfO BOMY INJURY(Per peraw) S B OWNED SCHEDULED 810-0H968925 04/2512018 04125/2019 BODILY INJURY(Per wddem) S AUTOS ONLY AUTOS AHI ED MY ALR NON-OWNED PKOPERTYTMA $ Uninsured motorist i 1,000,000 UMBRELLA LIABX OCCUR EACH OCCURRENCE•,•• S 2,000,000 C EXCESS L1Ae CLAIMS-MADE CUP-lJ309359 04/25/2018 04125/2019 AGGREGATE $ 2,000,000 DED I X RETENTION S 10,000 $ WORHERSCOMPENSATION PS,IRv OTTH- ANDEMPLOYERWLIABILITY YIN ER ANY PROPRIETORIPARTNERIEXECUTIVE ❑ NIA E.L.EACH ACCIDENT S OFFICERWEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE S It Yee,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A CGntra"s Equipment 680-OH968925 04/25/2018 0412512019 Leased/Rented Item Limit $250,000. DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,AddItlonal Remarks Sehadule,may be sawhsd H mora epees is m4uMad) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Fort Worth ACCORDANCE WITH THE POLICY PROVISIONS. Attn:Mr.Rarely Rendon AUTHORIZED REPRESENTATIVE 4100 Columbus Trali Fort Worth TX 76133 ®1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCEDATE/ 101$ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:if the certificate holder is an ADDITIONAL INSURED,the policy(les)must be endorsed.If SUBROGATIONIS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT NORTHEAST BROKERAGE AGENCIES/PHS NAME: 01214726 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO,TX 78265 ( e,Eat): (866)467-8730 HONE FAX. No); (888)443-6112 E-MAIL ADDRESS: SURER($)AFFORDING COVERAGE NAICY INSURED INSURER A: The Sentinel Insurance Company 11000 MIKE'S S&K ELECTRICAL LLC INSURER B: 220 DEWBERRY LN INSURER C: DIANA TX 75640-3927 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INS9 TYPE OF INSURANCE ADD- 3119111 POLICY NUMBER POLICY EFF POLICY EXP LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000, CLAIM94AMWQ� D AGE TO RENTED $1,000,00 PREMISES(Ea oommeincal X GwWW Liability MED EXP(Any one person) $10,00 A 01 SBM AX5783 09/13/2018 09/13/2019 PERSONAL&ADV INJURY GEN'L AGGREGATE LIMIT APPLES PER: GENERAL AGGREGATE $2,000,0 POLICYO PRO- ❑LOC PRODUCTS-COMPIOP AGG $2,000,00 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY(Per pawn) ALL OWNEDSCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) HIRED AUTOS NON.OWNED PROPERTY DAMAGE AUTOS ardent UMBRELLA LIAR OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS4tADE AGGREGATE HDED RETENTION S WORKERS OMP SATION PER OTH- AND EMPLOYERS'LIABILITY ANY PROPRIETORIPARTHER/EXECUTNE YIN E.L.EACH ACCIDENT OFFICERIMEMBER EXCLUDED? N1 A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE 11 yes,describe under TION E.L.DISEASE-POLICY LIMIT DESCRIPOF OPERATIONS below A EMPLOYMENT PRACTICES 01 SBM AX5783 09/13/2018 09/13/2019 Each Claim Limit $10,00 LIABILITY Aggregate Limit $10,00 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,AddRlonel Remarks Schedule,may be attached IT more space Is required) Those usual to the Insured's Operations. CERTIFICATE OLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Cf ileal; ®1980-2015 ACORD CORPORATION.All rights reserved.