HomeMy WebLinkAboutContract 54206 CITY SECRETARY
CONTRACT NO. 5qaMQ
FORT WORTH.
COOPERATIVE PURCHASE AGREEMENT
This COOPERATIVE PURCHASE AGREEMENT("Agreement")is made and entered into by
and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation, acting by
and through its duly authorized Deputy City Manager, and OTIS ELEVATOR COMPANY, a
Connecticut corporation ("Vendor"), acting by and through its duly authorized representative, each
individually referred to as a"party"and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents include the following:
1. This Cooperative Purchase Agreement;
2. Exhibit A—Scope of Services
3. Exhibit B—Verification of Signature Authority Form.
Exhibits A and B,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 or B and the terms
and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement control.
1. Scone of Services. Vendor will provide maintenance and repair services of escalators and
elevators at the Will Rogers Memorial Center and the Fort Worth Convention Center on a non-exclusive
basis in accordance with this Agreement and Exhibit "A" - Scope of Services, which more specifically
describes the goods and services to be provided hereunder ("Services"). Vendor will provide all labor,
equipment, and material necessary to perform and complete the Services.
2. Term.
2.1 Initial Term. This Agreement will be binding on the date of execution by the
Parties and effective beginning on August 1,2020("Effective Date")and expires on September 30,
2021 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial
Term").
2.2 Renewal Terms. City will have the option, in its sole discretion, to renew this
Agreement under the same terms and conditions, for up to four(4) consecutive one-year renewal
options (each a"Renewal Term").
3. Compensation.
3.1 Compensation. Total compensation under this Agreement will not exceed One
Million, One Hundred Sixty-Six Thousand Six Hundred Fifty-Two Dollars and No Cents
($1,166,652.00)("Fee")for all Services performed under this Agreement.
OFFICIAL RECORD
CITY SECRETARY
Cooperative Purchase Agreement FT WORT TX
Freer Mechanical Contractors,Inc. 1 of 20
(a) Routine Maintenance Fee. As part of the Fee,the City will pay Vendor an
amount up to Six Hundred Eighty-Five Thousand One Hundred Dollars and
Zero Cents ($685,100.00) as a maintenance fee ("Maintenance Fee") for those
Services that are part of the Vendor's Maintenance Management System Program
set out in Exhibit A. The Maintenance Fee will be paid as follows:
i. Initial Term (August 1, 2020—September 30, 2021). During the
Initial Term,City will pay Vendor a total of One Hundred Fifty-
Four Thousand, Seven Hundred Dollars and Zero Cents
($154,700.00)in equal monthly installments of Eleven Thousand
Fifty Dollars and Zero Cents ($11,050.00).
ii. First Renewal Term (October 1, 2021 — September 30, 2022).
During the First Renewal Term, City will pay Vendor a total of
One Hundred Thirty-Two Thousand, Six Hundred Dollars
and Zero Cents ($132,600.00) in equal monthly installments of
Eleven Thousand Fifty Dollars and Zero Cents ($11,050.00).
iii. Second Renewal Term (October 1, 2022— September 30, 2023).
During the Second Renewal Term,City will pay Vendor a total of
One Hundred Thirty-Two Thousand, Six Hundred Dollars
and Zero Cents ($132,600.00) in equal monthly installments of
Eleven Thousand Fifty Dollars and Zero Cents ($11,050.00).
iv. Third Renewal Term (October 1, 2023 — September 30, 2024).
During the Third Renewal Term, City will pay Vendor a total of
One Hundred Thirty-Two Thousand, Six Hundred Dollars
and Zero Cents ($132,600.00) in equal monthly installments of
Eleven Thousand Fifty Dollars and Zero Cents ($11,050.00).
V. Fourth Renewal Term (October 1, 2024— September 30, 2025).
During the Fourth Renewal Term, City will pay Vendor a total of
One Hundred Thirty-Two Thousand, Six Hundred Dollars
and Zero Cents ($132,600.00) in equal monthly installments of
Eleven Thousand Fifty Dollars and Zero Cents($11,050.00).
(b) Repair, Replacement, and New Installation Fee. As part of the Fee, the
City will pay Vendor an amount up to Four Hundred Eighty-One Thousand
Five Hundred Fifty-Two Dollars and Zero Cents ($481,552.00) during the
entire term of this Agreement for the performance of Services that are not included
as part of Vendor's Maintenance Management System Program("RRI Fee"). City
will pay Vendor the RRI Fee on an hourly basis for Services rendered in
accordance with the price schedule set forth in Exhibit A.
3.2. Miscellaneous
(a) Vendor will not perform any additional services or bill for expenses
incurred for City not specified by this Agreement unless City requests and
approves in writing the additional costs for such services. City will not be liable
for any additional expenses of Vendor not specified by this Agreement unless City
first approves such expenses in writing.
(b) Vendor must submit a signed invoice to the City on a monthly basis to
receive payment. The signed invoice must detail (i)the Service(s)that have been
rendered, inclusive of the monthly maintenance Services and any hourly billings
for repairs,replacements,or new installations,and(ii)the charge for each Service.
If the City requires additional reasonable information, it will request the same
promptly after receiving the above information,and the Vendor must provide such
additional reasonable information to the extent the same is available.Invoices must
be submitted to the City of Fort Worth, attention Director, Public Events
Department, 1201 Houston Street,Fort Worth,Texas 76102.
(c) The City will make payment within thirty(30) calendar days after receipt
of an invoice from the Vendor unless there is a dispute as to the information
provided in the invoice for the Goods and Services.
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 will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever,except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
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 Goods and
Services under this Agreement. In the event that any conflicts of interest arise after the Effective
Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in
writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.3 Unauthorized Access. Vendor will store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way.Vendor will notify City immediately if the security or integrity of any City
Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Riaht to Audit. Vendor agrees that City will, until the expiration of three (3)years after
final payment under this contract, or the final conclusion of any audit commenced during the said three
years,have access to and the right to examine at reasonable times any directly pertinent books,documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors and subVendors. Vendor acknowledges that the doctrine of respondeat superior will
not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees,servants,Vendors and subVendors. Vendor further agrees that nothing herein will be construed
as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that
City will in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents,
servants, employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants,
employees or subVendor of Vendor will be entitled to any employment benefits from City.Vendor will be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers, agents,servants, employees or subVendor.
8. Liability and Indemnification.
8.1 LIABILITY- VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY
INCL UDING 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 INDEMNIFICATION- VENDOR HEREBYCOVENANTSANDAGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS(INCL UDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL
INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANYAND ALL PERSONS,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT
CAUSED BYTHENEGLIGENTACTS OR OMISSIONS OR MALFEASANCE OF VENDOR,
ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and Assignee will 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, sub Vendor will execute a
written agreement with Vendor referencing this Agreement under which sub Vendor will agree to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor will provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor will 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 will be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing Goods and Services under this
Agreement. "Any vehicle"will be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the 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 must
name City as an additional insured thereon, as its interests may appear. The term
City must include its employees, officers, officials, agents, and volunteers in
respect to the contracted Goods and Services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice must be
acceptable in the event of non-payment of premium.Notice must 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 will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances,rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances,rules and regulations. If City notifies
Vendor of any violation of such laws,ordinances,rules or regulations,Vendor will immediately desist from
and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subVendors and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM
AN ALLEGED VIOLATION OF THIS NON-DISCRI IINATION COVENANT BY VENDOR,ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or(3)received by the other party by United States Mail,registered,return receipt requested,
addressed as follows:
To CITY: To VENDOR:
City of Fort Worth Otis Elevator Company
Attn: Assistant City Manager Attn: Kameron Gilpin
200 Texas Street 2516 Gravel Road, Bldg. 18
Fort Worth,TX 76102-6314 Fort Worth, TX 76118
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein will not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law/Venue. This Agreement will be construed in accordance with the laws
of the State of Texas.If any action,whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Liens. Vendor does not have the authority to engage in any act or to make any contract that
may create or be the foundation for any lien upon any real property and improvements owned or to be owned
by the City. If any such purported lien is created or filed, Vendor, at no cost to the City,must liquidate and
discharge the same within thirty(30) calendar days of such creation or filing. Vendor's failure to discharge
any such purported lien within this time frame will constitute a breach of this Agreement. Vendor's financial
obligation to the City to liquidate and discharge such lien will continue in effect following termination or
expiration of this Agreement and until such a time as the lien is discharged.
20. Permits and Licenses. Vendor must obtain and pay for all necessary permits and licenses
incurred or required in connections with the Goods and Services.
21. Force Maieure. City and Vendor will 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. The Parties acknowledge
that this Agreement is being entered into during a state of emergency following the COVID-19 pandemic
outbreak. The Parties agree that this provision will not apply to the COVID-19 pandemic outbreak unless
a subsequent binding order is issued by an entity with direct jurisdiction over Vendor or City that prohibits
the continuation of the services.
22. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only,will not be deemed a part of this Agreement,and are not intended to define or limit the scope
of any provision of this Agreement.
23. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A,B, and C.
24. Amendments/Modifications/Extensions. No amendment,modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each parry.
25. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the
entire understanding and agreement between City and Vendor,their assigns and successors in interest, as
to the matters contained herein.Any prior or contemporaneous oral or written agreement is hereby declared
null and void to the extent in conflict with any provision of this Agreement.
26. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will,for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
27. Warranty.
27.1 Vendor warrants that its Goods and Services (1) will be of a high quality; (2)
conform to generally prevailing industry standards; (3) are not currently known to be harmful to
the public health and safety; and (3) free from any defect in material, design, or workmanship
performed by the Vendor or any of its subcontractors or suppliers. All work will be warranted for
a period of two(2)years from the date of final acceptance of each applicable Service by the City.
27.2 Vendor agrees to cure any breach satisfactorily and consistent with industry
standards. Vendor must commence any work in accordance with this warranty within fourteen(14)
calendar days from receipt of written notice from the City and complete such work within thirty
(30)business days thereafter at no expense to the City. If the City observes any breach of warranty
as described herein that is not curable by the Vendor,then the Vendor is responsible for reimbursing
the City for damages, expenses, and losses incurred by the City as a result of such breach. The
representations and warranties in this section will survive the termination or other extinction of this
Agreement.
27.3 The warranty will not be construed to limit or in any way modify any warranties
or guarantees placed upon any materials, fixtures, or devices by their manufacturers, or any
components for which a longer period of warranty is required in this Agreement. Vendor will
furnish City with all manufacturers' and suppliers' written guarantees, warranties, and operating
instructions covering materials furnished under this Agreement,together with any documentation
required for validation.
28. Immigration Nationality Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form(I-9). Upon request by City,Vendor must provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services.VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES.
City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for
violations of this provision by Vendor.
29. 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.
30. Chan2e in Company Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter.A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
31. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2270 of the Texas Government Code,the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"
and"company"will have the meanings ascribed to those terms in Section 808.001 of the Texas Government
Code. By signing this contract,Vendor certifies that Vendor's signature provides written verification
to the City that Vendor: (1)does not boycott Israel; and(2)will not boycott Israel during the term of
the contract.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
(signature page follows)
ACCEPTED AND AGREED
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
By. reporting requirements.
Jay Chapa
Deputy City Manager
Date: J , 20 0;?0 By:
C thia Ser)ector
no
APPROVAL RECOMMENDED: Assistant Di
APPROVED AS TO FORM AND LEGALITY:
By:
Michael E. Crum
Director, Public Events Department By z `44L
T h
ATTEST: t City Attorney
CONTRACT AUTHORIZATION:
Ordinances: 24089-03-2020 (March 19, 2020) and
By: 24161-04-2020 April 7, 2020)
ary Kayser t: ^� ' `� j l�vrhq.. t..'4TVg_
City Secretary
VENDOR:
^
OTIS ELEVATOR COMPANY
a Connecticut corporation
By: :: 2. - y-erL
Name: Corey von Merveldt
Title: General Manager
Date: July 13 12020
UTIF SECRETARY
FT WURTH,YX
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Made to move you
DATE: 0414 20
TO: FROM:
City of Fort Worth
200 Texas St Otis Elevator Compaw
Fort Worth_ TX 76107 2516 C.mml_Road Bid,-;1S R
Fort Worth,1%. 76118
EQUIPMENT LOCATIONS: Kameron Gilpin
Will Rog��Nlemarial Center Ph":919-:407-99-44
3401 W I�castar Ave F=il:KamcmnGilpima otis.com
Fort Wor&T?C 76107
Fort Worth Convention Center
1201 Houston St
Fort Worth TX 7610?
PROPOSAL NUMBER:AOW9S0-REZ'I5ID
illis a�Teenew is-oin.-to coincide with the cooperative ptrrchasiiL-a4ereen>rut between Otis>=11"or avid ON—-RQA
pattaers agreement to=bff 3US99_
EQUIPMENT DESCRIPTION:
hill Rogers 1[rnroriiel Cemkr_
#of Unite T3W of Units mmmfacturer C ustamer Desia_nation Nfachme Nuuix-r
4 Escalatca Wesnnehowe 1-4 AF2416-.AF2419
1 Geared Otis Ele«tor Co Onh-Eh AF2412
2 Hvdraulic Independent 1,2 AF2414-AF2415
1 Ifydraulic Schindler Onh•Eh AF2421
1 Hi drauhc Westinghouse Onht'Elv AF2420
2 n`.0 Lifts Independent 1,? AF2422-AF2423
Fort 11 rwh C'o►nenilon Ct liter_
ig of Units T Z of Units N-Lmn>facnaer Customer Deswnatk n Iyiacbine-umber
9 F-5,- ator Wesawouse 1-8 AP438-AF2445
l Hvdrardic Dover 5 AP451
4 Hidrauhc Schindler 1,2,3,Fieigln AP446-AF2449
I Ifydraulic Th}isen 4 AP-450
OTIS MAINTENANCE
Are propose to finish Otis Nfa„teum a on the equipm®2(`l nitO described above. Otis 4�ainEniince is a Sall
prevenhve nlatntenance service mbmded to protect your UrMstment_extend equipment life,and pnnide a high level of
performance and reliability.
OTIS MAINTENANCE MANAGEMENT SYSTEMS#
We Hill use the Otis 4tmiena ce Aiana?enent Sti�.t preventive mamtenance proR am to deh%w service tatlared to
your specific buildup needs. Equipment h`Pe.component life.equipment tuage,and building emiroummt trill be token
9 OnS ELEVATOR COMPANY,2011 All PAghn Reserved L.iXX Form NLN1 i-Q:%i(01+34 13)Proposal#:AOW0.90
Page 1 of 11
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Under this Contract,we will maintain the Units on the following terns and conditions:
PERFORMANCE Fn
MAINTENANCE ra
We will maintain the Units using trained personnel directly employed and supervised by us. The maintenance will
include inspection,lubrication,and adjustment of the following parts:
■ Controller parts, selectors and dispatching equipment, relays, solid-state components, transducers, resistors,
condensers,power amplifiers,transformers,contacts,leads,dashpots,timing devices,computer and microcomputer
devices, steel selector tapes, mechanical and electrical driving equipment, signal lamps, and position indicating
equipment.
■ Door operators,car door hangers,car door contacts,door protective devices,load weighing equipment,car frames,
car safety mechanisms,platforms,car and counterweight guide shoes including rollers and gibs,and emergency car
lighting.
■ Hoistway door interlocks and hangers,bottom door guides,and auxiliary door closing devices.
■ Machines, worms,gears, thrust bearings, drive sheaves, drive sheave shaft bearings, brake pulleys, brake coils,
contacts,linings,and component parts.
■ Motors,brushes,brushholders,and bearings.
■ Governor components, governor sheaves and shaft assemblies, bearings, contacts, governor jaws, deflector or
secondary sheaves,car and counterweight buffers,car and counterweight guide rails,car and counterweight sheave
assemblies, top and bottom limit switches, governor tension sheave assemblies, and compensating sheave
assemblies.
■ Pumps,pump motors,operating valves, valve motors, leveling valves, plunger packings, exposed piping, above
ground plungers and cylinders,and hydraulic fluid tanks.
■ Escalator handrails,handrail drive chains,handrail brush guards,handrail guide rollers,alignment devices,steps,
step treads,step wheels,step chains,step axle bushings,comb plates,floor plates,tracks,external gearing,and drive
chains.
■ Escalator upper drives, upper drive bearings, tension sprocket bearings, upper newel bearings and lower newel
bearings,demarcation lights,and comb lights.
RELIABILITY
PARTS COVERAGE
If necessary, due to normal usage and wear, Otis will repair or replace any of the parts specified above at their sole
discretion,unless specifically excluded elsewhere in the contract.Any parts under this Contract requiring replacement
will be replaced with parts selected by Otis.
In addition,we will replace all wire ropes or coated steel belts as often as necessary to maintain an appropriate factor of
safety. As conditions,usage,or Code wan-ants,we will equalize the tension on hoisting ropes,resocket ropes for drum
machines,and repair or replace conductor cables and hoistway and machine-room elevator wiring
PARTS INVENTORY
We will during the term of this Contract maintain a supply of frequently used replacement parts and lubricants selected
by Otis to meet the specific routine requirements of the Units.Any replacement parts stored in the machine room remain
our property until installed in the Units. We further agree to maintain a supply of routine replacement parts available for
express delivery in case of emergencies.
QUALITY CONTROL
We will periodically conduct field audits of our personnel and the Units to maintain quality standards. Otis field
engineers will provide technical assistance, technical information,and Code consultation to support our maintenance
organization.
RESPONSIVENESS
24-HOUR DISPATCHING
We will, at your request,provide you with access to eService and our OTISLINE 24-hour,year-round dispatching
service. In the event a Unit malfunction occurs between regular examinations,you will be able to place a service call on
eService or through an OTISLINE customer service representative,who will,at your request,dispatch an examiner to
®OTIS ELEVATOR COMPANY,2011 All Rights Reserved LiNX Form MNT-OM(01/30/13)Proposal#:AOW980
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perform service.In the event Otis receives an emergency call from the phone in the elevator and a passenger indicates a
need for assistance, Otis shall attempt to contact a building representative for an assessment of the situation and
authorization to respond to the call. If Otis is unable to reach a building representative, Otis shall respond to the
emergency call from the phone in the elevator. The visit will be treated as a Callback. It is your responsibility to:(a)
have a representative available to receive and respond to OTISLINE calls; and (b) maintain working telephone
equipment.
COMMUNICATION
CUSTOMER REPRESENTATIVE
As a service to you,and at your request an Otis representative will be available to discuss with you your elevator needs in
the areas of modernization,traffic handling ability,recommendations and requirements of Code authorities,proper use
and care of the Units,and the OMMS program. There is no additional charge for this consulting service,but by making
this service available to you,Otis does not assume any duty to warn.
REPORTS—eSERVICE
We will use the ON MS program to record completion of maintenance procedures. We will,at your request,provide you
access to eService. You will be able to access twelve(12)months of repair, completed maintenance procedure and
service call history for the Unit(s). You will be responsible for obtaining Internet access to use eService.
SAFETY AND ENVIRONMENT
SAFETY TESTS—TRACTION ELEVATORS
We will periodically examine safety devices and governors of the Units. We will conduct an annual no load test and
perform at each fifth year a full load, full speed test of safety mechanisms, overspeed governors, and car and
counterweight buffers. If required,the governor will be recalibrated and sealed for proper tripping speed,and elevator
car balances will be checked.
As required by Code,or once every five years at a minimum,we will measure the coated steel belts for safety using a
method approved by the manufacturer.
SAFETY TESTS—HYDRAULIC ELEVATORS
We will conduct an annual no load test and annual pressure relief valve test.
FIREFIGHTERS'SERVICE TEST
If the equipment has firefighters'service,you assume responsibility for performing and keeping a record of any Code
required tests and for the maintenance,functioning and testing of the smoke and/or heat detectors.
If during the initial firefighters'service test any elevator firefighters'service is found to be inoperable,the building will
be responsible for all of the cost associated with the repairs necessary to bring the unit in compliance with the applicable
Codes.
If any applicable Code or governing authority mandates that such required tests be performed by a licensed elevator
mechanic,Otis will provide such testing and service on an Open Order basis. You will be responsible for the costs
associated with such testing and service.
SAFETY TRAINING
We will instruct our personnel to use appropriate personal protection equipment and follow safe work practices.
ENVIRONMENTAL PROTECTION
Otis endeavors to reduce generation of waste materials,to minimize risks to the environment,customers,the general
public and Otis employees,and to comply with all federal and state environmental laws and regulations. Material Safety
Data Sheet(MSDS)Manuals are available for review at your request.
®OTIS ELEVATOR COMPANY,2011 All Rights Reserved LiNX Form MNT-OM(01/30/13)Proposalk AOW980
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You assume responsibility for removal of wastes,including but not limited to hydraulic oil,spoils,asbestos,etc.,as it is
not part of this Contract.
MAINLINE DISCONNECTS
You agree to engage a qualified electrician to service at least once annually the elevator mainline disconnects located in
the elevator equipment room. '
SHARED RESPONSIBILITY
You agree to provide us unrestricted ready and safe access to all areas of the building in which any part of the Units are
located and to keep all machine rooms and pit areas free from water,stored materials,and debris. You agree to provide
a safe work place for our personnel,and to remove and remediate any waste or hazardous materials in accordance with
applicable laws and regulations.
If any Unit is malfunctioning or is in a dangerous condition,you agree to immediately notify us using the 24-hour
OTISLINE service.Until the problem is corrected,you agree to remove the Unit from service and take all necessary
precautions to prevent access or use.
You agree to properly post,maintain,and preserve any and all instructions or warnings to passengers in connection with
the use of any Units.
In furtherance of OSHA's directive contained in 29 C.F.R.§1910.147(f)(2)(i),which requires that a service provider(an
"outside employer")and its customer(an`on-site employer")must inform each other of their respective lock out/tag out
("LOTO")procedures whenever outside servicing personnel are to be engaged in control of hazardous energy activities
on the customer's site, Otis incorporates by reference its mechanical LOTO procedures and its electrical LOTO
procedures. These procedures can be obtained at www.otis.com by(1)clicking on"The Americas"tab on the left side
of the website;(2)choosing"US/English"to take you to the"USA"web page;(3)clicking on the"Otis Safety"link on
the left side of the page;and(4)downloading the"Lockout Tagout Policy Otis 6.0"and"Mechanical Energy Policy Otis
7.0,"both of which are in.pdf format on the right side of the website page. Customer agrees that it will disseminate
these procedures throughout its organization to the appropriate personnel who may interact with Otis personnel while
Otis personnel are working on site at Customer's facility.
WORK SCHEDULE
NORMAL HOURS
All maintenance procedures and repairs will be performed during our regular working hours of our regular working days
for the examiners who perform the service. All lamp and signal replacements will be performed during regular
examinations.
For purposes of this Contract,a Callback is a response by Otis to a request for service or assistance made(a)by the
customer or customer representative,(b)by the building or building representative,(c)by emergency personnel;(d)
through the ADA phone line,and/or (e)through REMO monitoring system,for service or assistance,on an as needed
basis,excluding regularly scheduled maintenance.
Regular working hours:8:00 AM—4:30 PM.
Regular working days:Monday—Friday excluding holidays observed by the City.
OVERTIME
Callbacks outside of regular working hours will be billed at standard overtime rates.
OWNERSHIP AND LICENSES
WIRING DIAGRAMS
You agree to provide us with current wiring diagrams reflecting all previously made changes for Units covered by this
Contract to facilitate proper maintenance of the equipment.We shall maintain the wiring diagrams so that they properly
reflect any changes m ade by Otis to the equipment. These diagrams will remain your property.
OTIS SERVICE EQUIPMENT
®OTIS ELEVATOR COMPANY,2011 All Rights Reserved LiNX Form MNT-OM(01/30/13)Proposal#.AOW980
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Any counters,meters,tools,remote monitoring devices,or communication devices which we may use or install under
this Contract remain our property,solely for the use of Otis employees. Such service equipment is not considered a part
of the Units. You grant us the right to store or install such service equipment in your building and to electrically connect
it to the Units. You will restrict access to the service equipment to authorized Otis personnel. You agree to keep the
software resident in the service equipment in confidence as a trade secret for Otis. You will not permit others to use,
access,examine,copy,disclose or disassemble the service equipment or the software resident in the service equipment
for any purpose whatsoever. If the service is terminated for any reason,we will be given access to your premises to
remove the service equipment,including the resident software,at our expense.
OTIS SOFTWARE
Software owned by Otis may be embedded in parts or otherwise provided by Otis as part of this maintenance agreement.
You have the right to use this software only for operation of the units for which the part was provided.You may also
make a backup or archival copy of the software,provided you reproduce the copyright notice and any other legend of
ownership on the copy. You may not otherwise copy, display, adapt,modify, distribute, reverse assemble, reverse
compile,or otherwise translate the software. You will not transfer possession of the software except as part of a transfer
of ownership of the Units and the assumption of the rights and obligations under this agreement by the transferee.
NON-OTIS SOFTWARE
You retain your rights to any software not provided by Otis contained in the Units and agree to allow Otis to make one
back-up or archival copy for you.
SERVICE TOOLS
You are responsible to secure our right to use any special service tools required to maintain your non-Otis equipment.
These tools must be provided prior to us beginning maintenance on such equipment.
THE UNITS
It is agreed that we do not assume possession or control of the Units,that such Units remain yours solely as owner and
operator,lessee,or agent of the owner or lessee,and that you are solely responsible for all requirements imposed by any
federal,state,or local law,Code,ordinance or regulation.
CLARIFICATIONS
This Contract does not cover car enclosures(including,but not limited to,wall panels,door panels,car gates,plenum
chambers, hung ceilings, lighting, light diffusers, light tubes and bulbs,handrails,mirrors and floor coverings), rail
alignment,hoistway enclosures,hoistway gates,hoistway inserts and brackets,mainline disconnect switches,doors,door
frames, sills,swing door hinges and closing devices, below ground or unexposed hydraulic cylinders and plungers,
buried or unexposed piping,escalator balustrades,escalator lighting or wedge guards. Without affecting our obligation
to provide service under this Contract,you agree to permit us to train our personnel on the Units. This Contract does not
cover computer and microcomputer devices, such as terminal keyboards and display units that are not exclusively
dedicated to the elevator system. This Contract does not cover telephones installed by others,intercoms,heat sensors,
smoke sensors,communications equipment, or safety signaling equipment, or instructions or warnings in connection
with use by passengers.
We will not be required: (i) to make any tests other than that as specifically set forth herein; (ii) to make any
replacements with parts of a different design or type;(iii)to make any changes in the existing design of the Units;(iv)to
alter,update,modernize or install new attachments to any Units,whether recommended or directed by governmental
authorities or by any third party;(v)to make repairs or replacements necessitated by failures detected during or due to
testing of the Units or buried or unexposed hydraulic cylinders or piping and(vi)to replace or repair any component or
system utilizing obsolete or discontinued parts,including parts for which the original design is no longer manufactured
by the original equipment manufacturers, or parts where the original item has been replaced by an item of different
design or is replaceable only by fabrication;(vii)to provide reconditioned or used parts;(viii)to make any replacements,
renewals,or repairs necessitated by reason of any cause beyond our control including,but not limited to,fire,explosion,
theft,floods,water,weather,earthquake,vandalism,misuse,abuse,mischief,or repairs by others.
You assume responsibility for the cost of correcting all Elevator Code violations existing on the date we enter into this
Contract. If such Code violations or other outstanding safety violations are not corrected in accordance with this
Contract,Otis may with respect to the equipment not meeting Code requirements cancel this Contract without penalty by
providing thirty(30)days written notice.
®OTIS ELEVATOR COMPANY,2011 All Rights Reserved LiNX Form MNT-OM(01/30/13)Proposal#:AOW980
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Should you require us to interface with a third party work order,insurance or safety systems,Otis will add an appropriate 0
fee to cover the additional cost associated with this service.
Cn
You agree to provide us unrestricted ready and safe access to all areas of the building in which any part of the Units are
located,to keep all machine rooms and pit areas free from water,stored materials,and debris,to provide a safe work-
place for our personnel,to remove and remediate any waste or hazardous materials in accordance with applicable laws
and regulations,and to provide a grounded,3-prong electrical system and proper lighting in the machine rooms and pits.
We shall not be obliged to perform until such unsafe condition has been remedied.
If any Unit is malfunctioning or is in a dangerous condition,you agree to notify us as soon as possible using the 24-hour
OTISLINE®service.Until the problem is corrected,you agree to remove the Unit from service and take all necessary
precautions to prevent access or use.
Escalator Units are designed only for transporting passengers. For escalator Units,you agree to take all necessary
measures to prevent other items from being conveyed, so that features designed to protect passengers and prevent
property damage are not damaged. When stationary,escalators are to be properly barricaded and not to be used as steps.
You agree to properly post,maintain,and preserve any and all instructions or warnings to passengers in connection with
the use of any Units.
In the event of an entrapment,Customer will call Otis and wait for a trained and licensed elevator mechanic to arrive,
except for a medical emergency situation where it may be appropriate to summon a professional first responder such as
police or firemen.Customer agrees that its agents,contractors,employees or representatives shall not attempt to extricate
any passengers from an elevator that becomes stalled within the hoistway.
Otis will not be required to make renewals or repairs necessitated by fluctuations in the building AC power systems,
adverse hoistway or machine room conditions(including temperature variations below 60 degrees and above 90 degrees
Fahrenheit), excessive humidity, adverse environmental conditions,water damage, rust, fire, explosion,acts of God,
misuse,or vandalism.
®OTIS ELEVATOR COMPANY,2011 All Rights Reserved LiNX Form MNT-OM(01/30/13)Proposal#.AOW980
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Replacement&New Installation for Elevators,Escalators,&Chair/Platform Lifts
Prkine Desaiption Uni[Amount unit
Cent dTechnkian Rate-Normal Hours(7.00 AM 1o500 PM, 5 low Hourty Rate
Montle ritla
CenifidTeclmirian Rate-Outside Normal Hours(mtludire 5 32000 Hourly Rate
eetends
Certified Te&n W,Rate-Emere WOu[ S 320 D0 Ho.,Py Rau
C—M,d Tesllnkun Rate-Hofati Hours S 3Rr00 HouIly Rate
Helper Techu -Normal Hours(]00 AM to 500 PM, 5 12000 Ho.dy Rate
Monde-Frida
Helper Tec ,ion-Osrtside Normal Houe(ioclolisg weekends) 5 24000 Hourly Rau
Helper TechnhUa-Emer en Cag Out IS 2a000 Hou Rate
Hel rTecMkian-Heide Movs $ 24000 Mou Rate
PrevenutNe MaNtemnce Rau S low Hou Pau
TOTAl A
Percentage discount off WAR prkklg for Ekva[or Equipment No dkca]nt co be
Parts(Documentadon of OHeror'i tort wig be mquked,when appf.bk) offered_A15%
u for Van Percentage Discount
n..e rrx r.. ,x.xJ::fae a•..:...ec!iY--..l a....r�]s..i a-f..-.ahhclrx.<-
Maximum Pertentage of Escalation 5.007a
EscelsUon In<reau on
Hourly Rates
year
2 5 168.00
3 5 176.40
a 5 135.22
5 S 194.49
Dn-Site Res se Tim Hoar;/Min—
Sum guaranteed onsite respome mne far ursice ails tlwing 2
mal bus"ess hours.
State 6vann[eed on-site usponu umefa urvke all) 4
ovrtid<mmwl Ousinef s hours.
State gwnnteed omsge respome Ume for smite calls tluring 4
hog, noun.
Sum guaranteed—rm response dme lot EMERGENCY service calls from
1
Metro during rwrmol business h.—
Sum"none l omstm respone time for EMERGENCY ursxe calls from
2
Metro outside A--lb.m.hours-
State uara gnteed on-Im response time for EMERGENCY—ki rom aIH f
Me-during hoHdW Aours. 2
Repair&Callback Rates for Elevators,Escalators,&Chair/Platform Lifts
Pricing Description Unit Amount Unit
certified Technician Rate-Normal Hours(7.00 AM to 5.00 PM, S 16000 Hourly Rate
Morda{rich
CenHied Technician Rate-Outside Normal Hours(including S 32000 Hourly Rate
weekends
Certified Technician Rate-Eme a Can Out S 320.00 Hourly Rate
Cernfied Technician Rate-Holiday Hours 5 320.00 Hoody Rate
Helper Technician-Normal Hours(7.00 AM to 500 PM, S 12000 Hourly Hate
Monda-Frida
Helper Technician-Outside Normal Hours(Including weekends) S 24000 Hourly Rate
Helper Technician-Emer en Call Out 5 24000 Hourly Rate
Helper Technician-Holiday Hours 5 24000 Hourly Rate
PreventitNe Maintenance Rate $ 16000 Hourly Rate
Percentage discount Of MSRP pricing far Elevator Equipment No tlncounl m be
Pans(Documentation of ONerors con Will be required,when applicable) offered.A 15%
mutase for Profs Percentage Discount
�.re ir._rc...'I�ea•¢;:�.ci is:::'::__:.�e lr .r.,.i,,>-. a'Iz_::.,er._?
Maximum Percentage of Escalation s.00%
Escalation Increase on
Hourly Rates
Year
2 $ 168.00
3 5 116.40
4 S 185.22
5 $ 194.48
OnSite Response Times Hours Minutes
State guaranteed on-site response time for service calls during
2
anal business hours-
State guaranteed omsite response time for service calls 4
outside normal business hours.
State gua ranteed on-site response time for service calls during 4
holid urs ho .
$bee guaranteed oTnte response time for EMERGENCY service If,from 1
Metro during normal business hours.
State guaranteed on-site response time for EMERGENCY service calls from
Metro outside normal business hours. 2
State guaranteed on-site response time for EMERGENCY service calls from 2
Memo during hokday hours.
tier sea offvn 1,rn.ca —.m..y oln.>tn nserm mertssare r:�.esh;;.a tithe taNe ro as Nm do�adxrefimtame ron,rces on-++a reepwrea
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
OTIS ELEVATOR COMPANY
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date: