HomeMy WebLinkAboutContract 53544 RECEIVED
FEB 20 2020 CSC No. 53544
CITY OF FORT WORTH '
CITYSECRE ARY
� VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH("City"),a home-rule municipal corporation of the State of Texas,
acting by and through its duly authorized Assistant City Manager, and GALG LLC DB/A GOODSON
SALES & LEASING ("Vendor") acting by and through its duly authorized representative, each
individually referred to as a"party"and collectively referred to as the"parties."
WHEREAS,Vendor was selected as the winning bidder through RFQt No. 20-0031 to lease golf
carts multiple occupancy carts,utility carts and tram carts to the City;
NOW THEREFORE,in consideration of the mutual covenants herein expressed, the sufficiency
of which is hereby acknowledged,the City and Vendor agree as follows:
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—Verification of Signature Authority Form; and
5. Exhibit D—RFQt No.20-0031 and Vendor's Response
Exhibits A, B, C, and D, 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 in the
body of this Agreement shall control.
1. SCOPE OF SERVICES.
Vendor shall lease golf carts, multiple occupancy carts, utility carts and tram carts (collectively
"Equipment") to the City on an as needed basis ("Services"). Exhibit "A," - Scope of Services more
specifically describes the Services to be provided hereunder. Title to the Equipment shall remain with the
Vendor at all times.
2. TERM.
This Agreement shall begin on January 27,2020("Effective Date")and shall expire on January 26,
2021 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term").
City shall have the option, in its sole discretion, to renew this Agreement under the same terms and
conditions, for up to four(4)one-yeas renewal options(each a"Renewal Term").
3. COMPENSATION.
City shall pay Vendor in accordance with the provisions of this Agreement and Exhibit`B,"—Price
Schedule. Total payment made under this Agreement for the first year by City shall be in an amount not
to exceed $50,000.00. 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. -6
OFFICIAL RECORD
Vendor Services Agreement g IZY
Rev. 10/19 FT WORTH,TX
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
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 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 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 after final payment under this
contract,or the fmal 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.
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7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Vendor shall 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 shall 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, consultants and
subcontractors.Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
City,its officers,agents,servants and employees,and Vendor,its officers,agents,employees,servants,and
subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership
or j oint 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 subcontractors
of Vendor. Neither Vendor,nor any officers,agents,servants,employees or subcontractors 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, employees or
subcontractors.
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 COVENANTSANDAGREES
TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND
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,INCLUDING DEATH, 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 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 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
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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
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 shall 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 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, the subcontractor shall execute a
written agreement with Vendor referencing this Agreement under which the subcontractor 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:
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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 accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease;policy limit
10.2 General Requirements
(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 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 shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest,
as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations
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hereunder,it shall 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, 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 shall 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 GALG LLC DB/A Goodson Sales&Leasing
Attn: City Manager's Office Attn: Lori L. Goodson
200 Texas Street 1804 Fort Worth Hwy
Fort Worth,TX 76102-6314 Weatherford,TX 76086
Facsimile: (817)392-8654
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 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 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
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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.
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.
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,C, and D.
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, C, and D 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
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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.
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 (I-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"). 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,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.
28. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/she has 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 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
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
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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.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the
City is prohibited from entering into a contract for goods or services with a company with 10 or more full-
time employees that has a value of$100,000 or more that is to be paid wholly or partly from public funds
of the City 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 term "boycott Israel" has the
meaning ascribed to it by Section 808.001 of the Texas Government Code. The term"company"shall have
the meaning ascribed to it by Section 2270.001 of the Texas Government Code. To the extent that
Chapter 2270 of the Government Code is applicable to 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 this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on
the dates set forth in Section 2.
ACCEPTED AND AGREED:
CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER:
By sighing I acknowledge that I am the person
responsible for the monitoring and administration
nww'LU24- of this contract,including ensuring all
By: Dana Burghdoff(FVb 18,20 performance and reporting requirements.
Name: Dana Burghdoff
Title: Interim Assistant City Manager
R0190&D. B ers
Date:
Feb 18, 2020 By: Robert D.Byers(Feb 18,2020)
Name: Bob Byers
APPROVAL RECOMMENDED: Title: Garden Director
a�'�- APPROVED AS TO FORM AND LEGALITY:
By: Richard Zavala(Feb 1 0)
Name:Richard Zavala
Title:Director,
Park&Recreation Department
By: Richard A McCracken(Feb 18,2020)
Name: Richard McCracken
J6�1Gi��r��OLtjlllvwv"v� Title: Sr.Assistant City Attorney
By: Sandra Youngblood(Feb 2,2020)
Name: Sandra Youngblood CONTRACT AUTHORIZATION:
M&C: N/A
Title: Assistant Director,
Park&Recreation Department
ATTEST:
By: Mary J.K r(Fe ,2020) 1
Name:Mary Kayser
Title: City Secretary
VENDOR: ATTEST:
L,of^tl L jgrr rlyOw
By: Lori L Goodson(Feb 13,2020) By:
Name: Lori L. Goodson Name:
Title: CEO Title:
Date: Feb 13, 2020 J
ORE)
RY
Vendor Services Agreement �TPVj& 3_TX
Rev. 10/19
EXHIBIT A
SCOPE OF SERVICES
Vendor shall lease a reliable fleet of golf carts,multiple occupancy carts,utility carts and tram carts
("Equipment") to the City as specified in RFQt No. 20-0031. All Equipment must have automatic
transmission,rain shields and windshields.
In the event any Equipment breaks down,Vendor shall repair the Equipment within three business
days of City notifying Vendor of the need for repair. If the repair of Equipment will take longer than three
business days,Vendor shall provide City with a replacement piece of Equipment of a similar make,model,
capacity,and accessories.
Equipment will be leased by City on a monthly basis,as needed,per the negotiated prices specified
in Exhibit B. City shall not be obligated to lease any individual piece of Equipment for a specific time
period during the Initial Term or any Renewal Term of the Agreement. Vendor shall deliver and pick up
each piece of Equipment at no additional cost to the City.
A written requisition will be issued for each piece of Equipment leased by the City. The requisition
shall state: the delivery date, time, and location; the number of months each piece of Equipment will be
leased; and the cost. Vendor shall bill City on a monthly basis with Net 30 terms.
A service plan comes with the monthly lease of each piece of Equipment and includes normal wear
and tear items, and any needed Repairs. Vendor shall not charge City for parts, labor, or the service call.
Any damages as a result of neglect or abuse will not be covered under the service plan and the City will be
charged for the repairs. The service plan does not include tires or tire repair. City shall be response for
the cost of tire repair or replacement for the Equipment.
Vendor shall perform a Preventive Maintenance inspection one time per month to inspect all
Equipment at no charge to the City.
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[Vendor]
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PART 2•SCOPE OF SERVICESfSPECIFICATIONS
1. The items will be used as transportation throughout the 110 acre garden managed by the Parts
and Rem"or Departmar t.
2. The:unit price shall include the fallowing sw ioes, bul are not limited to,fumishltlg of rental golf
carts, trams and AAA transport cart on a Jong andler short term basis, provide all repairs,
warranty ,Mlor non-warranty, to Indude all parts and labor to effect the repairs and
transportation of the unit to and from the repair facility,
3. Upon initial lease agreement Vendor shall detiver golf carts,trams and ADA transport cart to the
grounds based on a written rnutuaJI y agreed upon timeline.
4. All items supplied resulting from#his bid must have an automatic transmission and be Ingood
working condition,gently newlused,and suitable for their intended purpose.
S. Golf carts,crams and ADA transport care rnust have an all-weather tie frown option in good working
condition
8. Vendor st3alI have a minimum of 5 ya2rs of experience In€easing golf carts and tmm5,please
provide references on Atta&mant E.
7. Delivury shall be F.O.E.Destination and all other delivery charges shall be Included in the unit
price.No addltlnnal charges for expenses,freight,mileage.We,or similar items will be acoepted
ar paid by the City,
8. The person placing an order wlll provide delivery and billing Information.
9. Orders and oeliveries will I be made as needed to various locations as instructed by authorized City
personnel.
RFQI 21-¢r l pptf Gan and Trani R911"
or Do
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EXHIBIT B
Bid Documents
BID#20-0031
FORT WORTH.
CITY OF FORT WORTH BID OFFER
Page Invited: Event Details
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Submk To:Finish
of Fors Wash
BtartTima Finish Time PURCHASING OiVi5101
a 7 :o0mp T LOWER LEVEL CITY HALL
200 TEXAS ST.
Fort Worth Tx 76102
United States
Email: FMSPurrhasingResponsss@fprtworthiexas-gov
Line 'I
Line: 1
4.rscnptbn:- Oh ynq Unl TofM
2 Passenger Cart wilt'Utart bed anQ 1240 EA
tm§ezhieid.12 iper Lease Unitth Steal!
tla leds@ amount pef unit,per mpn7r az.2a �,T00
Line: 2
6 Passerlpar Can wish Windslveld,12 Month 12.00 FJI
Leave.Unit price shall be lease amount per
unit.per month. 54260
Una: 3
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�Passengar lra iCW-o Month 12-d�
Lease Unit prioa shall be lease amaunl per
urdf,per month y4,800
Uno: 4
Ovacri ion:
14 Passenger Tram wit'>r�d[rdRrield.72 Month 12.D0 F,A
Lease.Unit pike Mal be tines arrrourll per
u ML Permortlh. a7.400 af8.800
Llna: 5
t]aac 1009. onr Iln T
OW
23 Passenger Tram with Wirmiaim ti,12 Month 12.00 EA
Lease Unit priCU shall be Ieaw anwxprd per
unit.per month a1,B60 i1pAp0
Line! 6
s7asai ll�
AOA IrbrgparL[arC 12 Mbntti Lease.L1nR 12-t70 FJI
price shaF be lease arnouni per unit,Par
inonar. eras 1 36.4W
Una: 7
11"06 l_n: ---o Qty Unit
2.020 Kawasaki Mule PRO DX EPS,or aquhfalenl- 12.00 EA
12 month cease.Unit prime Shan he lease
amount per unit,per month a400 y1.600
Please provide brand for as hems. T*W BW Ambud:
a66,600
L✓,*r Club Car
Line 2. Yamaha
Line 3: Yamaha
•••Pnras rndvde Service Plan,Parts B labor at no Chafge,exudes ores d damage.-
Line 4 Star
Line$: Slat
Lire 6• Club Car
Line 7: Club Car RFCh 20-0031 Golf Call and Tram Rentals
3 of 36
Vendor Services Agreement Page 13 of 44
Rev. 10/19
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
GALL LLC dJb/a Goodson Sales&Leasirn-
[1804 Fort Worth]Hwy]
[Weatherford,TX 760861
Execution of this Signature Verifcatien Form {-Form'] hereby certifies that the following individuals and/
or positions have the authority to legally bind Vendor and to execute any agrement, atneadment 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 Tagre3erltatioR Set forth in
this Form in entering into any agreement or amendment with Vendor_ Vendor will submit an upditted )Fart
within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely
on any convat executed Form until h receives a revised Form that has bccn properly executed by Verj&r.
1. Name: Lori L.Goodson
Position:
Signature
2. Name: Dodson
Pmft0n:
i re
3. Name,
Position;
ignature
Name:
ure of Presi nt I CEO
Other 7it1c:
Date: 1,720
RFO`.20-=1 God Cart and Tram Renla b
36 or 38
Vendor Services Agreement Page 14 of 44
[Vendor]
Rev. 10/19
EXHIBIT D
FORT WORTH,
T CITY OF FORT WORTH BID OFFER
Event IR Page Invited: EveRt.Details
CF1ra IL Al
Event Round voislon
� 1
�m bame -—
RF -" cart and Tram RelltaLffl Submit To; C�ty of Fort worth
&IartTims3 FinhhTiwru PL AOSING DIVISION
t i is ao 0o a1 �axn io.00-a LOWER LEVEL CITY HALL
2fla T9 AS ST
Fort Werth Tx 76102
United Stater,
EmalJ_ rMSPurchasingResponse%Qfcidwwmtexas.gov
Event Description
The City of FortWorth seeks bids from qualTied bidders to establish an annual agreement for the rental of
tram and golf carts on an as needed basis for the Paris and Recreation DeparlmenL
Terms&Cvnffitions
There Is na pre-bid conference for Inis Request far Quotes
Completed Quote musl be received in the Purchasing Division,200 Texas Street,Fort Werth,Texas 76102 by the
above'Finish time.' Quotes must be submitted via email at fmsp�minmingresponses fortwor]htexas_gav or foxed
to 8 1 7-3 9 21440,addressed to the above Buyer,and have tree bid number and opeong date clearly marked pry the
rax cover paga.Late quotes wilt not he ocneidered for award unless bidders are nolified c4tenvise. quotas
may be withdrawn at any tlrrlg prior to the official opening by wNMm notification.quotes may not be altered,
amended or wHhdrewn after the officiM opening.
The undensigned agrees,tithe quote is aaceptad_to furnish any and all Items upon which prices are offered,
at the prce(s)and upon the lerms and conditions corrtairA in the specificalicros. The period for acceptance
of This proposal will be calendar days�90 rsiender days unless a different period is Insered by the
bidder)after epening dM.
Will agreement he available for Cooperativa Agreement use?Yeses No
DOCUMENT NAME-LOCATION
Bid offer Sheet"'-Cover Page of Final Bid Document V1 and attached as a separate documont
Purchasing Agreement Specifications- Part 1 of Final Bid Document V1
Scope of Seneic@SGI]adlleetionS_Part 2 of F7nal BW Document Vi
Slendard Parchasinq Terms and Guriditlom- Part 3 of Final Bid Document V1
Ouniliot of Interest Disclosure Requlrgment"-Attachment A of Final Bid Document V7
Vendor Contact InformatioW'-Attachment B of Final Bid document V1
No Quote Sheet-A,ttadtment U of Final Bid Document Vi
How to RegJater with the City of Fore Worth-Attachment p of Final Bid Document V1
Reference Skeet"-Attachment E Of Final Bid Document V7
Vendor Service Agreement-AtItachm$nf F of Final Did Document V1
"Required to be completed and submitted via email to frnspurchasingresponsas@fortwoethtexas.gc v of faxed to
017-392-SW.
Documents are hereby Incorporated rota ttois Solicitation by reference,with the name force and effecl as if
they vrore incorporated in full text.
RFat 2Q0031 Golf Cart and Tram Rentals
1 or$$
Vendor Services Agreement Page 15 of 44
Rev. 10/19
F_ORT WORTH,
CITY OF FORT WORTH BID OFFER,
Event la Page Invited: Event Detaibs
� -3:1
Event tLwrM tleralan
7 1 r
Everrt Name
a Golf V.— Tsam is Submit Tay City of Fort Worth
Start Time FiniehTF�nr PURCHASING DIVISION
22J31/2019 ion CST' 07 aaao io:o •pp CST LC)WF,R LEVEL CITY HALL
200 TEXAS ST
Fart firth TX 761a2
United States
Email: FMSPurdhasingResponsesafortworthtexas.gcyv
Tne unpprsigned,by hlslhar signature,naproeenta that h&she is subrri t N a hndng offer and is auttmrizatl
to bind the respondent to fully Camply With Ih2 SWICUtion document contained herein_The Respondent,by
submitting and slgrting buiow,acknowledW5 that helshe hag raoelved and read the enllra document packet
8MIJOns defined above including all doournents incorporated by Mference,and agrees to be hound by the terms
therain_
Legal Company Karne: GALG LLC dAga Goodson Sales&Leasing
r,ompanyAddrGw-. 1&D4 Fort Mrth Hwy
City,SUte,Zip;
Peoplesoflt Supplier No.
Federal ID Nurnbet(SIN): 2 0-1 528 3 91
Printed Nama of DRione orkdhatfzed Representative: Lori L.Givodson
T,Ftk CEO
5ignatvte of Officer orAuthoNzee Rsprase Iva:
Date: 17.20
Email Address: [cMQModsoF1sahjgeaakM.oam
Phone Number 817.594.8700
RFQI 20-K31 Gaff Cart and Tram Rentals
2 of 38
Vendor Services Agreement Page 16 of 44
Rev. 10/19
FORT WORTH.
CITY OF FORT WORTH BID OFFER
Event 10 Papa invRet{: Event[weds
tl:xo1-2 . U31
EvCrlt Routd lhrslem
L i
Event Name
Submit'fa: CIry ai For#Worth
m Elar1710
FWI11 Time PURCHASING EAVIS ION
i 31 eons io:o - 0 Cs1 0� zoao io_no au LOWER LEVEL CITY HALL
200 TEK#5 ST.
For{Worth TX 76.102
United States
I=mall: FMSPurOa&rrgResportses@fortworthtexas-gou
I
Line, 1
fi96cri - Unit nitPrtCO Total
2 Passenger Cart wm utility Iced and 12.00 Fit
Windshield,12 PRr Leese.Unll price shall
se be lea amount per unn,per manih. �225 #2,700
Line: 2
Doscriptlam QtyUnqPEEg2T
5 Passenger Can with YWndsttigip,112 Month 12.130 EA
Lease.tinit prise shall be laaae amount per
unit,per month. 5350 $4,200
Line: 3
t72scri It L1N be Total
--na tiger Cart w4q Wffidshls4 12 Md'1tn 12.015 t:A
Laaee Unit price shad de lease amount per
unit,per manlh. L SI.tt00
Line: a
laescriottarti;-. - . 44+ Urtlt UnkPrice Twat
14 P Wn aaaengerTrom wkth dahieJd,12 Month 12-ICU FA
Lease.Unit price shall be lease amaunl per
unll.per month- i1,4UC1 gig 80p
Lne. 5
Q92'CF100 - Cftunit tn,itPri TOW
23 PeaaanqurTram with Mndshield,12 Month 12.00 EA
Lease.Unit price shall he lease amount per
unit,per month. S1;50
Line: 6
oeecrlptlarl: Unit nllPrica Total
ADAlranWtrttar�12 Month Lease.Ur111 12.00 EA
p41C4 Sh2A ba lease amoogl per IJhit,par
Murrill. Se54 .4Q0
Una: 7
DamuNHn unit UnitRice Total
2020 KawaaaM MiAe PRO DX EPS,orequxalerll, 12.06 EA
f2 month lease Unll pdc0 Shah he lease
1rr1 wrR Dm toll,per month, $e0b i'4,bU0
Pleebe pmvida brand for all ilerrns: Total Bid Amount:
$5a,6nn
Lace is CtubCar
Lire 2:—yamaha
Line 3: Yamaha Prices ntKide mean plan,parts 8 33Cor at no charge,errcllldes Won$damage
LIna4: Staf
Litre 5. Slar
Line t i Chid Car
L me T: Club Car 1;F4t 215-6031 Gall Cart and Tram Rentals
3 at38
Vendor Services Agreement Page 17 of 44
Rev. 10/19
PART 1 -Purchasing Agreement Specifications
1.0 SCOPE
1.1 The City of Fort Worth(City)seeks q uates from qualdfled bidders to establish an Agreement
for the rental of a tram and gall carts on an as needed basis for the Park & Recreation
Department.
1,.2 The term of this Agreement shall begin on the date stated in Purchase Order('Effective
Date")and shawl expire one year from the effective date,unless terminated earlier in
accordance with the pr❑snsiens of this Agreement("Initial Term").Upon the expiration of
the Initial Term,this Agreement may he renewed automatically under the same terms
and❑ondltion s for four additional one year periods,unless City or Vendor provides the
other party with n❑fice aF non-renewal at least 60 days before the expiratlon of the Initial
Term or renewal period.How-aver,if funds are not appropriated_the City may cancel the
Agreement 30 calendar days after providing written notIflcarlon to the successful bidder,
known hereafter as'Vendor'or'CUntractW,
1.3 Ful lowing thka award,additional se rrlces of the sa me general category th at could have been
en Compassed in the award of this Agreementr and that are not already on the+agreement,
maybe added-
1-4 Unit price shall induda all cost associated including but not limited to delivery andJor fuel
charges.No additional charges wlil be accepted or pald by the City.
1.5 The submission of a bld by the bidder shall be considered evidence of compIlanee with
these requirements.
2.0 DETAILED SCOPE OFURVICE9ISPECIFICATIONS
The Vendor heraby ag roes tc provide the City with requirements attached hereto and incorporated
for atl purposes Incident to this Agreement in fart 2, Scope of ServicwSpecificaffons and
Attachment F; "Vendor Service Agreement" more specifically describing the sarviGes to be
provided hereunder.
3.0 CHANGE IN COMPANY NAME OROWNER5HIP
The Vendor shall notify the Clty`s Pumhasing Manager,Its venting,ar a company name,ovmarship,
or address dtange for the purpose of maintaining updated City records. The president of the
companycr authorized❑Fficral must sign the letter.A letter indicating changes In a company name
or ownership must ba accompanied with supporting legal dacumentation such as an updated W-
9,documents filed with the state indicating such ch ange,copy of the board of director's resolution
approving the action, or an executed merger or acquisition agreernent. Failure to do sn may
adversely impactfuture invoice payments.
4A INVOICING REQUIREMENTS
4.1 All Irrv❑Ices should be submMe directly to ittie requesting department. It is the
respon Obdiny of the Vendor to get the name of the responsibie person,telephone num hers
and aclrlmm of the department at the hms the service is requested.
4.2 A properdy prepared invoice skull be typewritten orcornputer printed and shall include the
Vendor's name and federal tax iderltiFcation number, invoice number, address, dare,
service or Item description, unit price, extended cost, and City issued purchase order
number. Incomplete or inaccurate Involces may,result in delayed payments,as they shall
be returned to the Vendor for oarraction and re-submittal_
RFal 20-0001 Golf Cars and Tram Renlal5
a ai 38
Vendor Services Agreement Page 18 of 44
Rev. 10/19
5.0 UNIT PRICE ADJUSTMENT
5.1 The unit prices may be adjusted for increases or decreases in Vendor's cost after
completion of each Agreement year upon Written request from the Vendor,
5.2 The Vendor must submit its price adjustment request, fn writing, at learit 60 days betefe
completion of each Agreement year. The Vary shall WDVIde written proof of cost
increases with price adjustment request_
5.3 If the City concludes that the vale 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
Agreew„ent to expire at the and of the Agreement term. If the City elects not 10 exercise
the renewal option,the Purchasing DiOsion will issue a newsolicitation,
6.4 Frlees Nd shal I remain firm for each on&-year term of the Agreement and shal I include all
associated freight and delivery costs.
5z Prices offered shall be used for bid analysts ari0for Agreement pricaig. In csses of error's
in extenslons or totals,the unit prices offered willgovem.
5.6 Upon expiration of the Agreement term the successful bidder,agrees to hold over under
the terms and conditions of this Agreement for a reasonable period of time to allow the city
to rebid an agreement, not to exceed ninety(90}days_Venft will be reimbursed for Ihia
service at the prior agreement rato(s).Vendor shall remain obligated to the City under all
clauses of this Agreement that expressly or by theif rta lure extends beyond and survives
the expiration or lermtnation of this Agreement-
s.? Goods andior services shall oat be suspended by the Vendor without a 30 day prior written
notice 10 the Purchasing Manager.
6.0 CDOPERA4TIVEPURCMA51NG
6_1 Should other governmental entities decide to participate in this Agreement,Bidders,shall
indicate in their bid response whether they agree that all terms,ccnditions, specification,
and pricing would apply.
6.2 If the successful Bidder agrees to extard the resulting Agrrmrnent to other governmental
entities, the fallowing will aptly:Govem mental entities Wihin util[Arg agreements with the
City of Fort Worth will big eligible, but not obligated, to pumhose materiallservices under
this Agreement(s)awarded as a result of tivs solicitation.All purchases by governmental
entitles other than the City of Fart Worth will be billed directly to thal govummental entity
and paid by that governmental entity. The City of Fart Worth will not be responsible for
anbtfrar govemmental entity's debt. Each governmental entity will order its own
matertallservices as needed.
7.11 INSURANCE REQUIRE.
7.1 The Vendor sha II assume all risk and I lability for accidents and damages that may occur to
persons or property during 11he prosecution of work under this Agreement,The Vendor shall
flle w11t1 the City of Fart Worth Purchasing DIvlslon,prior to the commencement of services,
a certificate of insLr mce documenting the follewing required Insurance within five (6)
calendar days of notification.
RFIA 20-0031 Golf Cart and Tram Rwlak
S o4 u
Vendor Services Agreement Page 19 of 44
Rev. 10/19
1.2 Pollcles shall have na exClusinns by endorsements Which riullity the required lines of
coverage, nor decn3ase the limits of said coverage unless such endorsements are
approved by the City.Jn the event a contract has been bid of executed and the excluMorts
are determined to be unacceptable or the City desires additlonai Insuranca coverage.and
the CIty desires the Vendor to obtain such ooverage, the oantrad price shall be adjusted
by the cast of the premium for such additional coverage plus 10%-
7.2-1 Statutory Workers'Compensation Insurance and Employees Liability Insurance at
the following limits,
SIM,000 Each Accident
M,000 Disease-Policy limit
$100,000 ll) ea e-Each Employea
This coverage may be written as follows:
Wofkes' Compensation and Employers' Liability coverage wdh Ilrnits consrstent
with sl9tUtory eenefrts outlined in the TexasWorkers'Compensation Act(Art.8308
- 1.01 at seq. Tex. Rev. Civ- Stet,) aced minimurn policy limits fur Employers'
Liability of $140,000 each accident/occurrence, $500,000 bodily injury disease
policy limit and$100,000 per disease per employee-
7.2.2 Comrnerclal General Liability Insurance including EKplcsion,Collapse,and
Undergrcund Coverage shao be provided as follows;
$1.000,000 Each Nrurrence
$2.()M,D00 Annual Aggregate
Coverage shall include but not be lirriited to the follm Ong. premisesfvp"iorts,
Independent Vandors, prod uctsloompleted operatenns, personal injury, and
contractual liability. Insurance shall he provided on an occurrence ba*is, and as
cnrnpnelwnsive as the current Insurance Services Of m{ISO)policy.
7.2.3 Auto Liabilfty Insurance shall be provided asfollcws:
$1,000,000 Combined Single Limit Each Accldent
A commercial business pollcy shall provide coverage on "Any Auto", defined as
autos owned,hired and non-cwned.
7.2-4 The Vendor shall furnish the Purchasing Manager,with a certificate of fnsuranc:e
documenting the required insurance prior to the oommencernent ofseMces.
7-2-5 Policies shall be endorsed to provide the City of FcitWorth a Thirty-(30)day notlee
of Gancellaticn,material change In mirage,or non-renewal ofcoverage.
7-2-6 Applicable policies shall also be endamedto name the City of Fort Worth as an
additional insured,as Its inWesls may appear(ATIMA)-
8.0 ADDITIONAL INSURANCE REQUIREMENTS
S.1 The City, its officers,employees and servants shall be endorsed as an additional insured
un dander's Insurance policies excepting employer's Ilahiility insurance coverage under
Vendors workers'compensafion insurance policy.
RFQt 20-0031 Golf{Art and Tram R-entals
6 of 36
Vendor Services Agreement Page 20 of 44
Rev. 10/19
81 Certificates of Insurance sati&factory to th 9 City and worker's Compensation Affidavit must
be recei%ed before Vendor can begin work_Fal lure to supply and maintain such insurance
shall be a breach of contract.Vendor shall provide complete copies of all insurance pollck—ns
required by this,agreement_Certificates of insurance must toe supplied to:
Fnancial Management Semoes Deparmtent
Attention:Purchasing Division
Bid#20-0031
200 Texas Strcat
Fort VY osth,Texas 76102
8.3 Any failure on part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirements specified herein. Each insurance policy
sfrall tie endorsed to provide Me Gfty a minimum 30 days notice of canceltatlon, north
renewal, andUor material change in policy terrns or coverage_A tan(10)day notice shall
be acceptable Jn tho event of non-payment katpfemlurn.
8.4 insurers must be authorized to do business in the State of Texas and have a current A.M.
Bost rating of A:VI or equivalent measure of financial strength and solvency,
8,5 DoduiAble limits, or self-funded retention limits, on each policy must not exceed
$1(1,000.00 per occurrence unless otherwise approved by the City.
8.6 Other than worker's compensation insurance, In lieu of tradlilonal �nsurarrce. City may
consider alternative ommrage or risk treatment measures through insurance pools or risk
reEenflan groups.The City must approve in wriling any altemativectaverage.
5.7 Workers' comperisation insurance policy(s�c"dng omployaes of the Vendor shall be
endorsed with a waiver of subrogation providing rights of recovery lnfavor of the City.
6.8 City shall not be respanaible for the direct payment of insurance premium costs ffrr
Vendor's Insurance,
&9 Vendor`s insurance policies shall each tie endorsed to provide that such Insurance is
primary protection and any self-funded or commercial coverage maintalned by City shall
not be called upon to mnlTiUrte to loss recovery.
8.10 While the purchase order Is in effact, Vendor shall repott, In a timely manner, to the
Purchasing Department any known loss occurrence that oould give rise to a IiablIIty claim
or lawsuit or which could result in a property loss-
8.11 Vendor's liability shall not be limited to the specified amounts of insurance
required herein.
9.0 LAWS, REM Jill-ATWIN$,AMf1 ORDINANCES
The Vendor shalt be responsible for mooting all Federal.,Saws,Ordln;=u5 and rMguiations;Stale'.
laws, ordinance and regulations; County_ laws, ordinances and regulatlons; and City: laws_
ordinances,and regulstions for safety of paople,environment,and property. This includes,but is
not limited to, all Federal. State. County, and City Agencies, Administrations and Commissions
such as the Envlronmental Protection Agency (EPA), Occupational Safety and Health
Administration(OSHA).and the Texas Comntlsskm on Environmental Duality(TCEO) In the event
any law,regulation or orctlriance becomes effoodVe after the start of thi s Agreement.the Vendor Is
required to comply with new p470cy.Any mandates requlring the City to comply with new guidelines
wil I also raquire the Vendor to comply.
RFpl 20-0031 Goff Cart and Tram Rt=ntahi
7 of as
Vendor Services Agreement Page 21 of 44
Rev. 10/19
10.0 QUANT171ES
Thequanlities listed on the bid solicitation are only estimates based on previous usage and do not
indicate intent to purchase or a guarantee of future business_ The City of Fort Werth is obligated
to pay for onily these materials and services octualtyordered by an authorized Cityernp"e and
then receivod as required and accepted by the City,
11_0 PERFORMANCE
Failure of the City to InBist In any❑ne or more insiames upon performance of any of the ivrms and
eondiiaons of this Agreement shall not be corstruW a3 a waiver or relinquishment cf the future
performance of any terms and conditions, but the Vendor's ohiigadon with respect to such
perfomzanoe skull continue in full force ande#fect.
12.0 COMPLAINTS
Complaints processed through the City Purchasing DiVision are to be corrected within fourteen(14)
days of formal notice of complaint.Written response to the purchasing QIvlslon is required.Failure
to properly resolve complaints within[he feurteerl(141 calendar day tlme period may result in the
cancellation of the applicable 11ne item(s)in the price agreement-
13.0 METHOOQFAWARD
13.1 Qu(ites vd1I be evaluated based on the lowest responsive and respcns3t)19 lAddercomptyIng
with al I of the provisions of the snl Icitation,provided the bid price is reasonable,and it is in
the best interest❑f the City to accept it.
13-1-1 A responsive bidder is defined to be one who submits a completed quote packet
within the stated time deadline and in accordance wit# the spedfication.
13.1-2 A responsible bidder is defined to ba one who demonstrates via responses to the
sAlacton criteria his/her ablhty to sucrossfutfy deliver the supplies,equipment, or
services being procured-
13.2 In order for the City to receive adequate coverage an its requirements as specified in the
sfllicitation,the City reserves the right to make multiple awards.
13Z The City reserves the right to accept or reject In whale or in part any or al bids rechlved
and to make an award on the Basis of Indvldual item,cambirtation of Items,or overall bid,
as It is deemed in the best Interest of"City,The City also reserves the right to reject the
bid of a bidder who has previously failed to perform properly or complete an time
agreemanis of a similar mature.
13.4 The City also reserves the right to reject the bid of a bidder who has previously failed to
perform properly or compute on time agreements of a sim liar nature,
14.0 QUOTATIONS
14.1 Bidders shall suhmlt the"lowing items with thelrbid=
14.1.1 A completed and sogned original City of Fort Worth Nd offer page;
14,1.2 A completed and signed original Conflict of interest Diestkwnai re, Attachment A.
14.1,3 A completed Vendor Oxtail Informatfan Form,Attachment B.
14.1.4 A completed Reference Sheet,Attachment E.
RPOt 20-0031 Gulf Cart and Tram Rentals
8ofn
Vendor Services Agreement Page 22 of 44
Rev. 10/19
14-2 Failure to submit the Items listed Jn section 14.1 may be grounds for rejection of a quote
as M -MponSlVe to the specificOons,
15_U MESTIONS
1&1 Questions,explanations or clarifications desired by a Holder regarding any part of the
RFQt must be requested in writing from the Purchasing€division no later thian 5;00PM,
January 3,2019. Requests must be sent to the following.
TempyThomas,Buyer,Emall.1-M 5 Purchasin rRes n 5,QpQfQrtworthlexas.gov.
Reference RFQT 20-M I
City of Fort Worth Purchasing Division
Atterl#ion:Tempy Thornas
200 Texas Streat
Fort Worth,Texas 761102
FnBirnile.(817}392-8440,Attentlan'Tempy Thomas
RFQt n- Ma1 Golf Cart and Tram Rerrial9
9 of 3e
Vendor Services Agreement Page 23 of 44
Rev. 10/19
PART 2-SCOPE OF SERVICESfSPECIPICATIONS
1_ Tha items vAII be used as transportation throughou#the 110 aore garden managed by the Paris
and Recreaborr Department_
2. The unit price shall indutfe the fallowing services, but are nol limited to,fumiShltng of rental golf
carts. trams and ADA transport cart on a long andlor short term basis, provide all repairs,
warranty artdlar non-warranty, to indude all parts and labor to effect the repairs and
transportation of the unit to and f-cm the repair facility,
3_ Upon initial lease agreement Vendor shall deliver gulf carts,trams and ADA trannspart cart to the
grounds basod oat a written mutually agreed upon timeline,
R. A31 items supplied reauittng from#his bid must have an automatic transmission and ba in good
working condition,gerWy newlumd, and suitable for their intBrided purpose_
S. Go1f Carts.trams and ADA transport cart musthave an all-wealner 4adown option in good working
conditirxi
6. Vendor shall have a minimum of 5 years of experience In lensing golf saris and trams,please
provide references on Athacfiment E.
7. Delivery shall be F.D.B.Destination and all other delivery charges shall be included in the unit
price,No additional charges for expenses,freight, mileage,time,or slrnilar items will be accepted
or paid by the City.
8. The person placing an order wl II provide delivery and hl lling intnnnmtion.
9, Orders and daliveries wil I be made as needed to various locMur s as iriul%Ued by autharized City
personnel.
RFQi 20-001 Goff Cart arsd Tram RwWs
10 Of 35
Vendor Services Agreement Page 24 of 44
Rev. 10/19
PART 3-STANDARD PURCHASING TERMS AND CONDITIONS
1.0 DC,.FINITION OF BUYER
The City of Fort Worth,IM oicers, agents, servants, authorized employees,vendors and
subvendor5 WIG act on behalf of vairlous City depaltmorits,bodies or agencies,
2,0
The consultant, Contractor(s),supplier. Contractor(s)or athar provider of goods and or servicas.
Its officers,agents, servants,employees,vendors and subvendors who act on behalf of the entsty
under a contract with the City of Fort Worth.
3.0 PUBLIC INFORMATION
Any information submitted to tine Crty of Fort Worth(the'City)may be requested by a member of
the puNlc under the Texas Public Information Act. Seer TEX GOV T CODE ANN- §§ 562,002,
552.128(c)(West Supp.2006),If the CI1y receives a request For a Seller's proprietary Information,
the SeIW listed in the request will be notified end given an opportunity to make arguments to
the Texae Attomay Oenerars Office (the -AC') regarding reasons the Seller believes that lls
information may not lawfu II y be released,If Sal ler does not make argum ants or the AG rejects tho
arguments Seller makes,Seller's Information will be reieasgd without penalty to theCity-
4.0
No abler or employee of Buyer shall have a #lnancial interest, direct or Indirect.in any contract
wM Buyer or be financially interested, directly o�r indhctfy, In the sale to Buyer of any land,
materials, supplies or services: except on behalf of Buyer as an officer or employee- Any willful
violation of this section shall constitute malfeasance in office,and any officer or employee found
guilty thereof shall thereby forfeit his office or position- Any +vigl;�Iivrl Qf this section with the
knowledge, expressed or implied, of the pemw or wrporAon cDntracting w9h the City Council
shall fender the contract Invalid by the City Martiager or the City Council. (Chapter XXVII,
Section 16,City of Port Wcth Charter)
5.0 QURE
5.0 No employees of the Buyer or its officers, agents, servants, vendors or subvendom
who act on behaff of various U ty departments, bodies or agencies are authorized
too place orders for goods and uT services without providing approved contract numbers,
purchase order numbers, or release numbers issued by the Buyer. The only excepllons
are Purchasing Card orders and emergencies pursuant to Texas Local Government
Code Saclion 252.U22(a)(1). (2), or (3)- In the case of emergencies, the Buyer's
Purchasing Dirvisian wl I I place such orders.
5.1 Acrleptance of an order and delivery on the part of the Seller without an approved
contract number, purcbasv order number, or release number issued by the Buyer
may result in rejection of delivery, rotum of goads at the Seller's east and/or non-
payment.
6.0 SELLER TO PACICAQ E nDODS
Seller will package goods In accordance with good commercial praclice. Each snipping container,
shall be Clearly and peManentiy marked as failows; (a} sellers name and address: (b)
Consignee's name, address and purchsseorder or purchase change order number; (c)Ccntalner
number and total number of containers, e.g-, box 1 of 4 boxes, and (d)Number of the container
bearing the hacking slip. 5elfer shall bear the oast of packaging unless otherwise provided.
Goods shall be suitably packed tv secure lowest transpoftation costs and to conform to
requiremet'tits of common carriers and any appli'able specifications- Buyer's count or weight shall
be final and oondusive on shipments nat accompanied by packing lists.
RFQi 211-0031 Golr Qarl and Train Rernals
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7.
Seller is not autht rized to ship the goods under reservalion_ and no tendar of a bill of lading will
operate as a tender of goods.
$_0 TITLE ANn FRISK OF I 0 xS
The title and risl( of loss of the goods shall not pass to Buyer until BUyer actually receives and
takes possession of the goods at the point or points of delivery after inspection and acceptance
of the goods.
0,0 DELIVERY TERMS AND TRANSPORTATION CH ARG4$
Freight terms shall he R.0.13.Destinaiian, Freight Prepaid and Allowed,unless delivery terms are
speeifled otherwise In Seller's proposals. Buyer agrees to reimburse Seller For transportation
costs in the arnourd specitired in Seller's proposals or actual costs,whichever is J❑war.Jf the quoted
delivery terms do not include transportation costs; provided, Buyer shall have the right to
designate what method of transportation shall be used to shlg the gouda.
10.0 PLACE OF 0UI Y
The plane of delivery shall be set forth In the "Ship to"block of the purchase order, purchase
change order,or release order.
11.4 RIGHT DE IN SPEC-11JON
Buyer shall have the right to inspect the goods upon delivery before accepting them, 5dier shall
be responsibie for all charges for the return to Seller or any goods rep Md as being
nonconforming under the speciflcatlons.
12,0 INVOICES
12.1 Seller sMI Submit separate invoices in dupticate, on each purchase order OF
purchase change order after each Wivery. Invoices shall lndiCato the purchase order or
purchase change order number. Invoices shall ba itemized and transportation charges,
if any, shall be listed separately.A copy of the bill of lading and the freight waybil11,when
applicable, should be attached to the invoice_ Seller shall rnail cr deliver Invoices to
Buyers Department and address as set forth in the block of the purchase order,
purchase change order pr release order entltied 'Ship to.' Payment 5ha11 no# be
made until the above instruments have been submitted after delivery and acceptance
of the goods andfar services-
12.2 Seller sh all not include Federal Excise, State or City SRles Tax in its invoices-The Buyer
shall runtish a tax exemption certificate upon Seller's request,
13.0 PRICE WARRANTY
13.1 The price to be paid by Buyer shall be that aontaFnsd in Sellers proposals which Seller
warrants to be no higher than Seller's current prices on ordksrs by others far products and
services gf the# kind and specification cafrered by this agreement for similar quantttles
under like conditions and methods of purchase.Irt the event Seller breaches thlg warranty,
the prices of the items shall he reduced to the priori mrdained in Sellers proposals,
or in fhb AlfematFve upon Suyer's option,Buyer shall have the right to cancel this contract
without any liability to Seller for breach or for Seller's actual expense. Such romertles are
In addition to and not in tieu of any athor remedles which Buyer may bave In law or
equity-
13.2 Seller warrant$that no person or selling agency has been ernployad or retained to solicit
or secure this contract upon an agreement or understanding for commission, percentage,
brokerage or oontingant fee,excepting ernpinyees of an established oommercial or selling
agency that Is maintalned by Sellar#or the purpose of semring business.For breach or
vi elation of th is warranty,Buyer shaJ I have the right,in add i#ion to an y other right❑r rights
arising pursuant to said purchase(s),to canoe]this contract without liability and to deduct
RFQ120-11091 G0H Gal and Tram RenlM
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from the contract prima such cormmissIon percentage,brokerage or contingent fee or
otherwlse to raMver the ful I amount thereof.
14_0 e8QDl1CT-WA8E uTY
Seller$hall not limit or exclude any express or implied warranties and prey attempt to do so shall
render this contrecl voidable at the option of Buyer-Seller warrants that the goods fumished will
corrforrn to Buyers speclflcations,drawings and descriptions listed in the proposal invitation, and
the sample(s) furnished by Seller, if any. In the event of a conflict between Buyers
specillcatiQns,drawings,and descriptions.Buyer's specifications shallgovern-
15,tj SAFETY VYARRANI-Y
Seller warrants thet the product sold to Buyer shall conform to the standards promulgated by the
U-S. Department of Labor under the C-rupational Safety and Health Act (OSHA) of 1970. as
amended- In the event the product does not c4nfoun to OSHA standards, Buyer may return the
product for correctlon or reptacament at SEAar's expense. In the event Seller fairs to make
appraplfale correction within a reasonable time,any correction made by Buyer will be at Seller's
expense.W here no correction is or can be mad4.Seller shall refund all monies received for such
goods within thirty (30) days after request is made by Buyer in writing and received by Seller.
Notice is considered to have been received upon hand [delivery,or otherwise In accordance with
Section 29,0 Df these terms and conditions. Failure to make sua refund sheJi oonS lute breach
and cause this contract to terminate immediately.
1&0 SOr-7WAF?E 111CWSE AIE r FR
If this purchase Is for the license of software products andlor services, and unless otherwise
agreed, Seller hereby grants to Buyer, a perpetual, Irrevocable, non-exclusive, nontransferable,
royalty free license to use the software. This software is"proprietary"to S4�IJer, and is licensed
and provided to the Buyer for its sole use fQr purposes under this Agreement and any attached
work arders or invoices-The City may Plot use or sham this software without aerrnisslon of the
Seller:however Buyer may make copies V the software expressly for backup purposes.
17.0
17,1 The SELLER warrants that all Dellverahlas, or any part thereof, furnished
hereunder, including but not Ilmtted to: prograrng, documerrtaUen, software,
analyses, applications, methods, ways, and processes tin this Section each
individually referred to as a"Deliverable" and collectively as the "DaJiverabtes,")
do not Infringe upon or violate any patent, copyrights,trademarks,service marks,
trade sacrgM or any inWiectual property rights or other third party proprietary
rights,In the performance of sarvices under this Agreemenrt-
17.2 SELLER shall be liable and responsible far any and all claims made against the
City for infringement of any patent, copyright, trademark, servico mark, trade
sasdret, or other interlectual praparty rights by the use of or euppiyirtq of any
Deliverables) In the course of peftimanca pr completion of, or in any way
connected with providing the services, or the City's continued use of the
Deliverable(s)hereunder.
1T_3 SELLER agrees to indernnify,defend,settle,or pay, at its own cost and expense,
Including the payment of attorney's fees, any Oalm or action against the City
for infringement cf any patent, copyright,trade mark,service mark,trade secret,
or other Intellectual property right arising from City's use of the Deliverabla(s),or
any part thereof, in accordance wath this Agreement,It being understood that this
agreement to indamnify, defend.settle ar pay shall not apply if the City modifies
or Inlsusas the l3eliverable(s).So long as SELLER bears the cost and expanse of
payment tor cla Ins ar actions atgasnst the CRy pursuant to this section 8,S&L_LER
shall have tfae right to conduct the defense of any such claim or actions and
>Pr011 20-OD31 Golf cart and Tram Renrars
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all negotiations for its settlement or compromise and to satbe 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 the City's
interest,and City agrees to cooperate with SELLER in doing so. in the event Cityr
for whatever reason. assurnes the resportsibility for payment of costs and
expenses for any claim or action broughI agair}st the City for Infringement arising
under this Agreement, the City shall have the sale right to conduct the defense of
any such claim or action and all negotiations fur its settlement or compromise
and to settle or compromise any such claim; however, SELLER shall fully
participate and cooperate with the City fn defense of such claim or action. City
agrees to give SELLER timely written notice of any such claim or action, with
coplas of all papers City may receive relating thereto. Notwithstanding the
foregoing, the City's assumption of payment of costs or expenses shall not
eliminate SELLEWs duty to lndemnlfy the City under this Agreement. If the
Val lverable(s),or tiny partthereof,Is held to infringe and the uee thereof Is enfolded
or restrained or,if as a res ult of a settlament or compromise,such use Is materially
adversely restricted,SELLER shall, at Its awn expense and as City's Bois remedy,
either: (a) procure for City the right to continue to use the Deliverable(s); or(b)
modify the Deliverable(s) to make themfit non-infringing, pmvldad that such
modification does not materially adversely affect City'a authorized use of
the ❑$Itvorable(s); or (c) glace the Deliverables) with equally suitable,
rompatible, and functlorially equivalent non-infringing Deliverables) at no
additional charge to City; or(d)ff none of the foregoing atternetives is reasonably
avallaWe to SELLER, terminate this Agreement and refund all amounts paid to
SELLER by the City, subsequent to wbiGh termination City may seek any and all
nanudi m availableto Clty under law,
18,0 03GNERSHIP OF WORE{PRODUCT
Seller agrees that any and al I arty lyres,evaluations,reports,memoranda,letlers,ideas,processe&
methods, programs, and manuals than were developed, prepamd,conceived,made or suggested
by the Seller for the City pursuant to a Work Order, including all such deveiaprnerrts as aria
oiiginatad or amoeaved during the term of the Cvntracl and Mat are cornpietad or reduced to writing
therearftr (the 'Work Product") and Seller acknowledges that such Work Pnxtucf may be
oonsidared works)made for hire"and wlI I be arrd remain the exclusive property of me City.To the
extent that the Work Product. under appilc8ble law, may not he carisidared work(g)made for hire.
Sager hereby agrees that this Agreement effectively transfers, grants, Conveys, and assigns
exclusively to Buyer_ail nghts,,titla and ownership interastn,Including copyright,which Seller may
have In any Work Product or any tangible medla embodying such Work Product without tho
necessity of any further consideration, and Buyer shall be entitled 0 obtain and hold in its own
name,all Intellectual Property rights in and to the Work Product, Seller for itself and on hehalf of its
vendors hereby waives any property lnterest in such Work Product_
19,0 HEIS 1111ACCESS
The City Dwns and operates a computing environment and ne ork(callectivoly rho-Network'), If
Seiler requires access, whether onsite or remcfe, to the Cityls network to provide servirss
hereunder, arrd the Seller is requltad tQ utilize rite Internet,intranet email, City di3 abaeo,or other
network application, Seller shall separateiy execute the City's Network Access Agreement poor to
providing such services.A copy of the Cfty's standard Network Access Agreement can be provided
upon request_
20_0 f`ANCE I ATIOM
Buyer shalt have the rot to cancel this contmrt immediately for default an all nr any part of the
undelivered portion of lhis order if Seller breaches any of the terms hereof. Inclodlrrg warrantlas or
Seller.Such right of cancellation is in addition to and not in Ilau of any other remadies,which Buyer
maytlave fin lew or equity.
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21.0 T'ERMIwPPGW
The performance of work or purchase of goods under this order may be terminated In whole or in
part by Buyer, with or without cause,at any time upon the delivary to Seller of a written"Note of
Termination" specifying the extent to which performance of work or the goads to be purchased
under the order is terminated and the data upon which such terml+ialion becomes effective.Such
right of termi�nation is in addition to and not In lieu of any other termir riatian rights t f Buyer as set
forth herein.
22.l}
No interest,obiligation or rightof Seller, Including the rightto receive payment, under this contract
shall be assigned or delegated to another entity without the express wrltlen cQn5enl of Buyer.Any
attempted assignment or delegation of Seller shall Ise wholly void and totally Ineffective for all
purposes unless made in conformlky with this paragraph. Prior to Buyer giving its consent, Sailer
agrees that Salter shall provide,at no addltinraal cost to Buyer,all documents, as determInBd by
Buyer, Ihat arm reasonable and necessary to verify Sellers legal status and transfer of rights,
Interests, or obligarlons to anotra-r entity. The documents that may be requested include, but are
not limited to,Articles of IncorporAlon and related amendments, Cerfifiewo of Merger, IRS berm
W-9 to verifytax identitication number,etc.Buyer reserves the right to withhold all payments to any
entity other than Seller, if Seller is n❑t in cornptiance with this provision. If Seller falls to provide
necessary inforrnalion in accordance with#his section, Buyer shall not be liable for any penalties,
fps or interest resulting therefrom.
23-0 WOVEB
No claim or right arising out of a breach at this contract can be discharged in wholes or in part by a
waiver or renunciation of the claim or right unless Me waiver or renunclatlnn is supported by
consideration in writing and Is signed by the aggrieved party,
24.0 MODIFICATIONS
This conlract can he modified or rescinded only by a written agreement signed by both parties.
25.0 THEAGREEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwlse, the Agreement
between Buyer and Sol ler shal I consist of these Standard Terms and Coed iktans togeMer with any
applicable proposal documents published by the Buyer and Sellei's Response to such proposal
(the"contract do-Du rmoriW).This Agreement is intended by the parties as a final axpressien of their
agreement and is intended atso as a complete and exclusive statement of the terms of their
agreement.N o course of prior deal inge betwee n the part!as and no usage of trade shal I be netevart
to supplement or explain any tam}used in this Agreement.Acceptance of Qr acquiescence in a
course of performance under this Agreement shall not he relevant to determine the meaning of this
Agreement even though the acceptl ng or aoquiescing party has knowledge of the performaruaa and
opportunity for objection. Whenever a term defined by the Uniform Commercial Code (UCC) is
used In this Agreement,the definitiorl contained in the UCC shall CoMrol.In the event of a oonflict
between the contract documents, the order of precedence shall be these Standard Terms and
Conditions, the Buyers published prop000l documents and the Seller's response_ If Buyer and
Seller have otherwise negotiated a contract,this Agreement shall notapply.
26.0 APPLICABLE LMiVEMU
This agreement shall be governed by The Uniform Commercial Code wfierever the lerm"Uniform
Commercial Code"or"UCC'is used. It shall be ❑onstnred as meaning the Uniform Commercial
Code as adopted and amended in the State of Texas. both parties agree that venue for any
I Itlgatlon arising from this contract mall be in Fort Worth,Tarrant County,Texas.This contract shall
be govemed,construed and WforQed under the laws of the State ofTexas.
RR�t 204)431 GaltCELd and Tram Raniala
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27.0 INDEPENDENT GCNTRA TOR1S%
Seller shall operate hereunder as an independent Cor,fractor(s) and not as an officer, agent.
servant or employee of Buyer. Seller shall have exclusive control of,and the exclusive right in
conlror,the details of its operations hereunder, and ail persons performing same, and shall be
solely responsible for the acts and ornissians of its QMCersr egards,employees,vendors and sut}
vendors.The dvclrine of respondent superlor shall not apply as between Buyer arm Seller, its
officers. agents, employees, veMors and subvendors. Nothing herein shall be construed es
creating a partnership or joint enterprise between Buyer and Seller, its officers, agents,
employees,vendors and subvendors.
213.a LI6f31LrrY AND.1NDEMNI,EI TPA
28.E L W& it v -SELLER 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 MFNT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
SELLER,ITS OFFICERS, AGENTS,SERVANTS 0REMPLOYEES.
23.2 1N13EMNIFIQ T# ION-SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY,
14OLD HARMLESS AND DEFEND THE CITY(ALSO REFERRED TO AS BUYER), ITS
OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY
AND ALL CLAIMS OR LAWSUIT$OF ANY KIND OR CHARACTER,WHETHER REAL
OIL ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO SELLER'S BUSINESS, AND ANY RESULTING
LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY
INFRINGEMENT, ARISIN43 OUT OF OR IN CONNECTION WITI4 THIS AGREEMENT,
TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF SELLER, ITS
OFFICERS,AGENTS,SUBCONTRACTORMS,SERVANTS OR EMPLOYEES.
29.0 Ag„M ERARILITY
In case any one or more of the provisions contained in this agreement shall for any reason,
be held to be InvnIld, Illegal or unenforceable to any respect, such invalidity, illegality or
unenforceabillty shall not affect alnyotttier provision of this agreement,which agreement shall be
construed as if such invalid,illegal or unenforceable provision had never been contalned here In.
30.0
In the event no funds or Insufficient funds are approprtated and budgeted in any Fiscal period far
payrnenls due under this eonJract, than Buyer vdlI imnrv�diaWy notify Seller of such ouc.urrenoe
and this contract shall be termInaWd on the last day of the fiscal period for WNCh funds have been
app muted without penalty or expense to Buyer of any kind whotsoevar,except to the portions
of annual payments herein agreed upon for which funds shall have teen appropriated and
budgeted or are otherwise available.
31.0 NOTICESTOP RALS
Notion addremcd IQ Buyer pursuant to the provisions hereof.hail be conclusively determined lu
have been delivered three (3) business days following the day such notice is deposit,sd in the
United States mail, in a sealed envelope with sufficient postage attached, addressed to
Purchasing Manager, Oily of Fort Worth, Purchasing Division, 200 Texas Street, Forl Worth.
Texas 70102.Notices to Seller shall be canclusNery delermined to have been delivered three(3)
business days following 1ha lay such nht W is deposited in the United 5tatas mall, in a sealed
envelope with sufficient postage attacned, addressed to the address given by Seller in its
response to Buyer's invitation to proposals. Or if sent via express oourler or hand delivery,
notice Is owaidered received upon delivery.
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32.0
This contract is made and enured into with reference specifrGaly to Chapter 17, Article 111,
Division 3 ('Employment Practices"), of the City Code of the City of Fort Worth (1986), as
amended, and Seller hereby covenants and agrees that Seller, its ernplayees, officers,
agents, vendors or subvendors, have fully aomplled with all provisions of same and that no
employee, participant,applicant.Gonwactor(s)or subrontractor(s)has been discriminRted against
according to tha terms of such Ordinance by Seller. its employees, oFFcem, agents,
Contractor(s)❑r subvendorsherein_
33.0 IMMIGRATION NATIONALEU ACT
Cityactivciy supports the Immigration&Nat€onality Act(I NA)which includes provisions addressing
employment eligibility, employment verifirationr and nond€scriminahon_ Vendor shall verify the
identity and employment eligibility ❑f all employees who perforrrt warts under this Agreement_
Vendor shall complete the Employment Eligitaifffy Verification Form (I-9), maintain photomples of
all supporting emploMenl eligibility and identity documentation for all employees, and upon
request, provide Clty with copies of a I-9 forms and supporting eligibility documentation for each
employee who performs work under this Agreement.Vendor shall establish appropriate procedures
and controls so that no services will be performed by any employee who is not Legally eligibda to
perform such services.Vendor shall provide City with a oertiRcation letter•that it has complied with
the verification requirements required by this Agreement. Vendor shall indemnify City from any
panaltles or liabilities due to vlafal€on5 of this provision. City shall have the right to immediately
farminate this Agreumunl for violations of this provlWon by Vendor,
34.Q HEALTH,SAFETY_AND ENVIRONMENTALREGURENENTS
Servlces, products, materials, and supplies provided by the Seller must meet or exceed all
appllcabte health,safety,and the environmental laws,requirements, and standards. In addition,
Seller agrees to obtain and pay, at its own expense, for all licenses, pennies, certificates, and
iMPWtions necessary to provide the products or to perform,the servlcez hereunder.Seller shall
indemnify Buyer from any penalties or iiabllitles due to violations of this provision_ Buyer shall
have the right to immediately terminate this Agreement for vlolations of this provision by Seller,
35.0 RIG HI TO A01111-1
Seller agrees that the$uyer,or Buyer's authorized representaltiva, shall, until the explration of
three(3)years after final payment under this oonUmct,and at no additional oust to Buyer,have
access to and ttla right to examine and copy any directly pertinent books,computerdi"s,digital
files, documflnts, papers and records of the Seller involving transactions relating to this contract,
includJng any and all records maintained pursuant to Seclion 31 of this Agreement_Seller agrees
that the Buyer shall have access,during normal working hours,to all necessary Seller facilities,
and shell be prvrrided adequate and aplprap6 workspace, in order to conduct audits in
wrnpliance with the provisions of this section_Buyer shall pay Seller for reasonable cysts of any
copying in accordance with the standards set forth in the Texas AdministraWe CWa, The Buyer
shall give Seller reasonable advance wrltten natice of intended audits, but no less than ten
(10)Gusiness days.
35.0 U'-L&MJ_ITY
In accordance with the provisions of the Americans With Disahilities Act of 1990(ADA), Seller
warrants that it end any and all of its subvenclors will not unlawfully discriminate on the basis of
disability in the provision of services to general public, nor in the availability, terms and/or
conditions of employment for a ppiicants for employment with,or em ployees of Seller or any of its
subvend❑r5. Seller warrants It emit fully comply wtih ADA's provisions and any other appllcable
federal, state and local laws concerning disability and will defend, indemnify and hold Buyer
harmless against any clatrns or allegations,asserted by third parties or subvendors against Buyer
arising out of Sallers and/or its subvendars alleged failure to comply with the above-referenced
laws conceming disability discrimination in the performance of thisagreement.
RFOt 24.4031 Golf Cart WW Trem R Ig
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37,0 t PUTF RESOLUTION
ITION
If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty,
obligati❑ns,services rendered❑r any warranty that arlses under this Agreement,the partles shall
firstattempt tc resolve the matterthrough this dispute resolution process.The dlspubrng partyshall
notify the other party in writing as soon as pranftahie after discovering the claim, dispute, or
breach-The notice shall state the nature of the dispute and list tha partVa specific reasons for
such dispute.Within fen (10) business days of receipt of the nofico, both parties shall make a
good faith effort, either through email, mail, phase c❑nferenpe, in person meadn9s, or other
reasonable means to resolve any claim,dispute,breach or other matte in questlan that may arise
out of,or In Connection with this Agreement.If the parties fall to resolve the dispute within slily
(60)days of the date of receipt of the notice of the dJspute,then the parties may submit the matter
to non-b€nding mediation upon written consent of aulhoriaed representatives of both parties In
accordance with the Industry Arbttratlan Rules ❑f the American Arbitrabon Assaciaifon or other
applicable rules governing mediation then in effect. If the parti95 cannot resolve the dispute
through mediation,then either party shall have the right to exercise any and all remedies available
under law regarding this dlspUIte.
a
Seller acknowledges that in aacordanoe with Chapter 2270 of the Texas Government Code,the City
is prohibited from entering into a m truot with a company for goods or services unless the contract
contains a wrftten venflnatiprl ifom the company that tt: (1)does not boywft Israel; and (2)will not
boycott Israel during the term of the contract. The temts ycotl Israel"and"ompany'shall have the
1me2nings ascribed to those terms in Serdon BMW of the Texas Govemrnerrt Cade. By signing
this contract,Sellercerttfles that SeWs signature pr*vkk swrit Dn verification to the Cilythat
Seller:11)does not boycaKllwml;and M wDl not boycottisrael during the term of the contract,
Revised A00ust 31,2017
RFQt N-DD31 Golf Cart and Tram Renters
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ATTACHMENT A
CONFLICT OF INIIFRFST 131SCLOSUREJREQUIREMIM
Pursuant to Chapter 176 of the Local Government Code,any person or age ni of a parson who contracts or
seeks to contract for the sale of purchase of property,goads,or services wrlth a local governmental entity
(I.e.The City of Fork Worth)must disclose in the Questionnaire Forms CIO("Questionnaire"}the person's
affflaGon or business relationshlp that might cause a conflict of interest with the IDcal govemmental entity_
By law,the QuesWrinaire must be filed with the Fort Worth City Secretary no later than seven days after
the date the person begins contract discusalom,or negotiattons with the City,❑r submits an applicaUen or
response to a request for proposals or bids, correspondence, or another writing related to potential
agreement with the City.Updated Questionnalre*must be filed in conformance with Chapter 176_
A copy of the Questionnaires Form CiQ Is enclosed with submltlal documents_The form is arso avafiabre
at htto.lfwww.ethics_s� e,tx,uslfor as C-1Q_rxir.
If you have any questions about complianoe, please oansult your own legal counsel_ Compliance is the
Individual responsibility of each person or agent of a person who is subject to the filing reyuirernent. An
rAlerise under Chapter 176 is a Class C misdemeanor.
N OTE: If you are not aware of a Conflict of Interest In any business rslationsh lip that you m ight have
with the City,state Vendor name in the#1,use NIA in ea0 of the areas an the form, However,a
signature is required in the 04 box In all cases.
IRFGt 20•nd31 Gaff Carl and Tram F mt*s
19of38
Vendor Services Agreement Page 33 of 44
Rev. 10/19
CERTIFICATE OF INTERESTED PARTIES FORm 1295
loft
Complete Nos.1•d and&if lhem are interested parties. OFFICE USE ONLY
Complete Nos,1,2.3.5,and 6 d thprp are no interested parties. CERTWICATION OF FIUNG
1 NSmeef hLAMOStr entityfilirg form,"the City,stm and country at the business entity's pkaoe Certificate Humber:
of buslness.
2020-&74349
Goodson Sales&Leasing
Weatherford,7 X Unked States Data FiMd:
2 %Lme cif goverrrmenial entity or state agency that is a party to the oom"a kv whIolh HA farm is 411Q.J202.
being ftred.
City of Fort 1nlorth Date Acknowledged;
3 protwde the ldenti5cation number u5etl by the goverarnantarl entltp or state agency to track ar identify the contract,and pfavide a
d6gerlption of the servlces,goods,or other properry w be pravfr Ul under the contact.
CPW01-20-d631
RFQt Golf Cart and Tram Rentals
4
Nature otinterest
Name of Interested Party G113r.State,Country(plabe of buglne6S) Ich m*appllcably)
controlling lrrterwoW
Goodson,Greg Weatherford,TX United States x
GUodsan,!_oti Weatherford,TX United Stia*s X
S Check wily If there Is N41n[erested party.
6 UHSWCYRMDECiARATK)N �r !
My narm is - f 7�bbf itl .. t�d'^3�efA v;4irttt is .fir. yY 41
My address Is roliz trud�_ 6roAO 7X 7444
(S[r69[) {cilyl (elate) {ilpe)tlo7 �nrxinty)
I dedare under penalty of perjary that the toregolrq Is uua and coupon_
E][ecutep ir7 eow C4urlb.Stela of �Ji3 on the dayot ,20"
[tr�cN.hS lywarl
Stgpetrtre au ed agent of ctsntr3C�,g husir�ess entity
[�edersal)
f�nroa prouided by Texas Ethics Commission wwtY.elhit5.5t�tlle.t3s.us Verslan V3.1.3afinn:rrl
Vendor Services Agreement Page 34 of 44
Rev. 10/19
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doiflq business with local govemrmritaI entity
Tpis fitr9slionnaee reflects clkAngoc Inade to the km by H_D-21 Mh Lag Regular sesmon, 0MCEU5EONLY
This questionnaire is being filed in aocordance with Chapter ITS.Local taoYerrrmers[Cade, Dole weaned
by a vendorwhv has a businesarefptlp ship da defined by Section 176.0Ot(rt-a)witb a tuGal
gevernmeptalentity and the uefudarmea€srequiremerus under Seclkyn 176-006(a).
By Joao this ques0ginnaire must be seed wilh if ieiwmds administrator oft*local gov&r1rWntai
entity nut laterthan IN 7th b sines day alter thedote 111fi3 46Cldor b0onmes 2wafF of facts
that require IhO 5lat9me31t 10 4e-fled, -9ee ectiort 17fi-466{a-t},Locallcovemment Daoe.
Ay vendor commits an offense if the vendor knowing[y viokdw5 Seclian 176.00S. Local
Government Cede,An offense under!his sectivt-rs a nrWenwanor.
Hama of vendor who has a et,slness mlatian5111pwith local gpuemmontal entlty.
GALG LLC d•Wn Goodson Sales& Leasing
Clheck trw&box Ityou are filing an update to a prtevicHisty lured gtwstlonnsire_
The New regWres that you fla an updated crmpleled questionnair$ with 1he appropriate hllrlg authwiry not
later r€aft the Tth business day aher the date orr which you became aware tat M"naly fried qwr -5 iannaire was
incomplete Dr iMczuraW.)
Name of local 9OW Wlrr're_ L olflcm-abou I whom the ln[ormatlon In this sectlen is ueing dlsclospd.
_ NONE
Name of Officer
this 2e00n(item 3 induc ing subparrw A, B,C,&DI muer he eampleled fee aach a{fraar with wftom the vendor kTas an
employment or other bur b ass relahpn wp as definod by Section 176-OD1(1-a), Laval Goyw rent Code. Ausch addOonal
pages tp"s form CIO as necessary
A_ Is the Iorral govwnmerd offrcer named in this sevion mceivs,g or likely tp rdpEvre�Wable income_outer than invegtmerd
income.front I*vendw?
NA = Yes El No
9. Is 11ho vendarmtg4ving odi"to rteceiec-taxable incorhe,otl-ierttvan invsgwmaf11 irr,an3e,fivin or at the dinxtten of l€le local
gov&mnierit&Ricer named in this riaclMAND tho taxable k-oaw is rro[received front the 6aal gww--+n)--rtel entity?
NA vas No
C. Ig dw Qcr of this questionnake empipyed by a Corporation or alher bv5inwr-�e entity with respect Ib which She lacef
government officer servos 8s an 4iVicer cr drrec[or,or#tolls an ownership irABrasr of one pwoerd or mere?
FI y98 = No
❑ ❑ascribe imch 9mpioymeret or husinapw wo family r abonship wirh th4 low ggw rr5me11t officer named in this aeclion.
rs29uro vF➢rtdnr mg bseiness :,,,ry 08td
RFQ120-OD31 Golf Cart and Tram Ronlals
2q#38
Vendor Services Agreement Page 35 of 44
Rev. 10/19
ATTACHMENT B—VENDOR CONTACT INFORMATION
Vendors Marne: Q1ALG L1.0 dUa Gamison Sales$L$aslnn
Vendors Local ACkl%s0 1904 Fort Wordi Hwy,Weatherford.TX 76086
Phone: 81 7�U.87on _ Fax: 917.594.8707
EI7'}811: f f�' S�nlivlFcars.com _,
Name of persons to contact when placing an order or billing questions:
Ordcrs. NarnaMtle _Cree Govdwn
Phone;- _817-594_8700 Fax: R 17 594 R707
Email' Oreg(a g odsnn aifca_j.cnrn
Billing: Nameffitle_ Lon Goodson
Phone! 917_s94moo fax- 7 7
Email:._ LoHRgoodsongA&ws.aom
Narnerride,
Phone: Fax:
Email:
I-uri Goodson
ign We Printed Nam; Date
RFQh 20A031 Golf Gait and Tram Rentale
21 of 3a
Vendor Services Agreement Page 36 of 44
Rev. 10/19
Golf Car or UtilityI Prices
�wrti t
&HUB
EG-*0 N 7
M;ASC
EE)VC, rION SERVICE CENTER A11W Swm.F—p"rFrjrt
r"ntrcai lralelrr
I -EPCNT. .
Approved Vendor
RENTAL PRICES 2020 Daily Weekend Weelitty Monthly
2 Passenger Golf Car $95.00 S200AQ $380.00 $1,140-00
4 Passenger Golf Car $125-00 $30d.00 $500.00 $1.500,OU
G Passenger GOIf Car $175.00 $400,00 $700-00
8 Passenger Gal#Car $225.00 $200,00 5400.00 $1,200-00
Utility Vehicle $125.00 $30G,OG $500.UD $11500-00
Flatbed Golf Car $175A0 $400.00 $70G.00 $2,101wo
UtilityGoff Car or I
CGnadaon Golf&Utility Cars-Confidential Price List 2020
Pictures are examples only_brand,Color,andlar Aceeaaori"may d4$er at time o[Rental.
Vendor Services Agreement Page 37 of 44
Rev. 10/19
GALL LLC d/b/a Goodson Sales &Leasing
(formerly Goodson Golf& Utility Cars
Refs re aces
Northwest 18D
PG Box 77070
Fort Mrth. TX 76177
817,215M9
Jennifer Ta11man
=tallman Nsdtx.or
Graham fSD
725 Tennesse
Graham, TX 75450
940,549.0595
Dayid.sanders graihamisd.com
Grapevine-Cclleyville ISD
051 Ira foods Ave
Grapevine, TX 76051
817_251.5 41
Bryan Gerlich
Br Y an.q erlich cjsd,net
Vendor Services Agreement Page 38 of 44
Rev. 10/19
EXRIBfr C
VERIFICATION OF SIGNATURE AUTHORITY
GA1WG LLC dfWa Goodson Sales.-Leasing
[1304 Fort Worth Ivry]
[Weatherford,TX 76086]
Execution of this Signature Verification Soros("Form")hereby certifies that the following individuals and/
or positions have the authority to lepily bind Vendor and to execute any agreement•, arneridment or change
order on behalf of Vendor. Such binding authority has boon granted try proper order. resolutien, ordinance
or other authorization of Vendor, Cily is fully entitled to rely on the warranty and regresenta#ion set forth in
this Form in crtering into any agreement or amendment with Vendor_ Vendor will submit an npditted Form
within ten (10) business days if there are any changes to the signEdory authority. City is entitled to rely
on any current executed Farm until it receives a revised Fore, that has hccn properly executed by Vendor,
Name. Lon L.Goodson
Position:
P
Signature
2- Nainne: aadson
PgSiti on:
Sig re
3. Flame,
Position:
Signature
Dame:
ure of Prod nt f CEO
Other Title:
Date:
RFO:20-Oa31 calf Cart prd Tram Rentals
3Ba.`3a
Vendor Services Agreement Page 39 of 44
Rev. 10/19
PDLICY NIJIN6ER CMPTX0pflt7012326 Renswal of CMPTX040001232&
Nametl Insured: GALG LI,C
Policy Period:From 1211 9J2019 tG 12P 912020 a2 12:Ot a.m-Standard Time at the mailing address shown above,
GENERAL LIABILITY DECLARATIONS
Limits Of Insurel"Ce
52.000,000 General Aggregate Limit fOther Than Products-Completed Operations[
$2,000,000 ProductsJCam ated Operations A
1�1 ggregate Limit
$1,6O0,M) ParswBI and A¢uertraing Injury Limh (Any One Person or Orgaliizationl
51,f700,0(]O Each Dccurtense Limit
810D.f 74 Damage To Premises Rented to Yatr Limit(Any One Prrmise51
5 000 Medical Expense Limit(Any Ons Parsnn)
ANNUAL AUDIT PERIOD, UNLESS OTHERWISE STATED:
CLASS SCHEDULE —
Lucation Dol)001 EXPosure 44,451,021
Rate
PremEWm Prer"JGpe, Prod./Comp.
Cade No Claeal#iaations Resin
16GS4 RECREATIONAL VEHICLE DEALERS Ops.
GI3055 SALES .77E 2.404
Advance Premiums
Prem.10ps, PrpddComp,
O ps.
3,454.00 10,7❑0.40
lobatian f)o1r001 Exposure $826,n35
Rate
Premium Prem_J4ps. Prod.JCamp.
Coda No Classifications Premium
Olas,
44072 GOLF�iO81LES-LOANEV OR RENTED TO GROSS SALES 3.554
OTHERS (PRODUCTS-GQVIPLETED nPERATIONS
ARE 6JUJLCTTO THE GENERAL AGGREGATE Advance premiums
L[MITI Prem.JOpa, Prod,JCornp-
Ops
2,937.00 INC_
T07AL PREMIUM FOp THIS COVERAGE PART; $17,265
OTHER PREIUJUM;
TOTAL PREMIUM- $17,255
PBYment Plan DIRECT BILL F{)LL PAy
Cictributicn Code'A ❑eta Prepared:CIEC EMBER M.2019
CG[]15Q I£r061 Insraed C 12Paro[er. VAVILA
°pw ROnawal
Vendor Services Agreement Page 40 of 44
Rev. 10/19
A4C � a EVIDENCE OF PROPERTY INSURANCE ``M�'1p„rv"41
kh - 10 1 i 1
TNIS E1gDENCE OF PRURERTY�lSURJh NC E IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGi-ITS UPON THE
ADI)MONAL INTEAE$T NAMED BELOW.THIS EVIDENCE OF PROPERTY INSURANCE,DOES NOTAfMND,EXTEND OR ALTER THE COVERAGE
Ar-FORD6D BY THE POLICIES 9EI-,O&
4Guvn COMPANY
Pitts niVd&pnq F�aff ell d Aasaciates HerklYy Fir9 d l—un UndorwrLters
12776 Coit Road 222 Las Celinas Blvd W.
Smite 1220 Scita 1300
Dallas TX 75251 Irving TX 75039-5433
Fme Nv; I SPL itta@ faaa0c,¢am
Al w 000.05669
INSURED CDANIAIMSER FOLKT'NUMEIRR
CA14 JLC, DBA: Vtility Cara RI! 1022073
1004 Fart Ifiv3;k3T EtoTy ❑— EWIRA c rm
GONTOCIM UNTM
TERNMATED IF CHEC4U'n
woatherford TX 76486 I Nn aEPLAcq RRK?R EVIDENCE DATED:
PROPERTY INFORMA,TI()N
1.4CATION10 E SCRP TI Dd
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN 183UED70 TtIE INSLIHED NAMEOAB4VE FOR THE POLICY PER 1001NDICATED_
"OTWI'thSTANDINGANY REQUI REMENT,TERM OR CONDITION OR ANY CONTRACTOR OTHEP❑OCUMEW WRH RESPECT TO WHICH THIS
EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN.THE INSURAMCEAFFORDED By THE POLICIES DESCRIBED HE Is
SLIB,IECTTO ALL THE TERPAS.EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHMM MAY HAVE BEEN REDUCED BY PAID CLAIMS,
C4VERAGEINFORMATION
GO VPFRGEIPEAI-H'F AMOUNT pf 114URANCE DE13=18LE
lnland NAtinallIquipment Floater 2,013,000 Loon
REMARKS JIneluding Smdlal CondNa )
Yameha Motor Finance C4rbrGZAtiOn, U.S.A. is loss
Pay"
CANCELLATION
SHO"AM OF THE ANOVE nE9CRISFD POLICIES W CANCELLED BEFORE THE EXMRA:nCN DATETHER10F,THE iSSu @ INSURER 11YTLL ENDEAYpR Td
MAIL DAYS WFUTTEN NOTICE r0TH1 ADMIONAL INTERE$T NAMED BELOW,191Yf FAILURE TUAAIL SUCH NOTICE SHALL IMPOSE PIG IORUGA.TKW
OR LLUNLITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATTVeS,
ADDITIONAL INTEREST
NAME AND ADI1RtSE
MPRTIWEE ,S�CIrIDNALINSURED
X LCW MWEE
F9T Iri9DT571G1YAI Rraosea G'ly �+t
AUTHOPoED IWPf&SmTATNE JJ
Lloyd Pitta/SIYA FI %Srrp_rL_
ACORD 27I2DD"?) 9 ACORD CO RPIORAnON 993-2DD6.All rights fe rn
WS027 12R1 01a The ACC RD name and logo an njiaffirad mado of ACORD
Vendor Services Agreement Page 41 of 44
Rev. 10/19
Additional Named Insureds
Other MarrM IlnmA*k
LWZ leasing UL dba Gcod9on Equipm04t Leasing Additional Naw&d insured
Goodson Goit a utility Cars [ping Business A:1
DFApprw m2ow) CAPYNGHT 2007,AM5 SERVICES INC
Vendor Services Agreement Page 42 of 44
Rev. 10/19
Carporatims SmOua � g Jose A-Esparza
p-O-Box 13697 1 qMq Secretary of Statc
Austen.Texas M 11-3b97 L
Office of the Secretary of State
CERTIFICATE OF FILING
OF
GALL LLC
File Number:8003 76192
Assumed blame;
Goodson Sales&.Leasing
The undersigned,as Deputy Secretary of State of Texas,hereby cwifies that the assumed name certificate
for the above named entity has been received in this office and filed as provided by law on the date shown
below.
ACCORDINGLY the undersigned, as Deputy Secretary of State,and by virtue of the authority vested in
the secret r by law hereby issues this Certificate of Filing.
Dated. W12}2019
Effective:08112/2019
0
f
Jose k Esparza.
Deputy Secretary of State
('evnao visit us an h4❑iredayrho-t ri lviR�ss,-/�+tii-'r-sos-faxvv.�orf
Phone:(512)463-5555 Fix:(512)463-5709 Dial:7-1-1 for Relay Services
Prepared by:WEBSUBSCRIBER TID:14342 Duaunent,906259D10002
Vendor Services Agreement Page 43 of 44
Rev. 10/19
Corporations Section B Ruth R.Hughs
P.O.Bax 15697 9r;crmary of Stato
Austin,Texas 7 8 7 1 1-3 697
Ofte of the Secretary of State
CERTIFICATE OF MERGER
The utWd rsignod,as Secretary of State of Texas,hereby oertifies that a filing instrument merging
GALG Leasing,LLC
Domestic Limited Liability Company{LLQ
[File Number.8014005391
lrnta
GALL LLC
Domestic Limited Liability Company(LLC)
[File Number:800376192)
has been received in this office and has been found to conform to law.
Accordingly, the urldersiped, as Secretary of State, and by the virtue of the authority vested in the
secretary by law, hereby issues this certificate evidencing the acceptance and filing of the merges-on
the date shown below_
Dated: 12118/2019
Effective: 12A 8/2019
lust k_Hughs
Secretary of State
Larne visif�v�the ixrler�ai at htlps:If++++M+.sas-r�xus.gwl
Phoar-(512)463-5555 Fax.(512)463-5?09 DiaL•7-1-1 for Relay Services
Prcrared by-Jean Marchione TID-10343 Document:934391310002
Vendor Services Agreement Page 44 of 44
Rev. 10/19