HomeMy WebLinkAboutContract 54217 CSC No.54217
FORT WORTH.
COOPERATIVE PURCHASE AGREEMENT
OTIS ELEVATOR COMPANY
This COOPERATIVE PURCHASE AG ,NT ("Agreement")is made and entered into by
and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by
and through its duly authorized Assistant City Manager, and 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."
WflnZEAS, the City is seeking maintenance and repair services for elevators at the Will Rogers
Memorial Center Garage(Western Heritage Garage) and the Houston Street Garage; and
WBEREA.S, the Parties now wish to enter into this Agreement with the Vendor for maintenance
and repair services for elevators at Will Rogers Memorial Center Garage (Western Heritage Garage)and
the Houston Street Garage; and
WHEREAS, the Will Rodgers Memorial Center Garage (Western Ieritage Garage) is currently
being serviced by Vendor (PO No. 15-00098336, PSK 8813); and
WHERE+ S, the Parties agree that when this Agreement becomes effective, the terms and
conditions of this Agreement shall supersede the Vendor's current agreement for elevator services to Will
Rogers Memorial Center Garage (Western Heritage Garage);
NOW THE,REFORE, the Parties do hereby agree to the following:
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. This Agreement is going to coincide withthe cooperative purchasing agreement between Otis
Elevator and OMNIA partners agreement number 384899. In the event of any conflict between the terms
and conditions of Exhibits A or B, the cooperative purchasing agreement 384899, and the terms and
conditions set forth in the body of this Agreement, the terms and conditions of this Agreement control.
Furthermore, the Parties agree that when this Agreement becomes effective, all other elevator service
agreements for Will Rogers Memorial Center Garage(Western Heritage Garage)are terminated and the
terms and conditions of this Agreement shall be effective and control,
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
COOPerat[ve Purchase Agreement
OTIS ELEVATOR COMPANY,Inc. I of J7
1. Scope of Services. Vendor will provide maintenance and repay services of elevators at
the Will Rogers Memorial Center Garage(Western Heritage Garage)and the Houston Street Garage on a
non-exclusive basis in accordance with this Agreement and fthibit "A" -Scope of Services, which moire
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,
2023 ("Expiration Date"), runless terminated earlier in accordance with this Agreement ("Initial
Term").
2.2 Renewal Terms. The City shall be able to renew this agreement,under the same
terms and conditions,for up to two (2)consecutive one-year renewal options (each a "Renewal
Term") by written agreement of the patties.
3. Compensation.
3.1 Compensation. Total compensation under this Agreement, including all
Renewable Terms,shall not exceed TI vo Hundred One-Thousand Nine Hundred Two Dollars
and Seventy-Three Cents ($201,902.73) for all Services performed under this Agreement.
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 specked by this Agreement unless City
first approves such expenses in writing.
(b) Vendor must submit a signed invoice to the City for each location on a
monthly basis to receive payment. The signed invoices must detail (i) the
Service(s)that have been rendered,inclusive of the monthly maintenance Services
and any hourly billings for repair's,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 s uc h additional reasonable information to the extent the same
is available. Invoices must be submitted to the City of Fort Worth, attention
Panting Services,Transportation and Public Works Department,311 W 1011,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.
q. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at anytime and for
any reason by providing the other party with 30 days' written notice of termination.
Cooperative Purchase Agreement
OTIS EI.F.VATOR COMPANY,Inc. 2 of27
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.
S. 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 hmmediately 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 s ubjeet 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.
5.4 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 Cdy
Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will, until the expiration of three(3)years after
final payment under this contract, or the final conclus ion 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 allrights and privileges and work performed underthis 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 operation
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
Coopermive Purchase Agreement
orris ELEVATOR COMPANY, Mr. 3 or17
employees,Vendors and subVendors. Vendor acknowledges that the doctrine of responcleal 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 noway 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.
8A LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL WJURY,
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 OMNSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
8.2 WDEMNIFICATION - VENDOR HEREBYCOVENAIVTSANDAGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
LAWSUITS OFANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL
INJURY, RVCLVDING, BUT NOT LIMITED TO,DEATH, TO ANY AND ALL PERSONS,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT
CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR,
ITS OFFICERS,AGENTS, SERVANTS 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. 1f 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 folly executed copy of any such
subcontract.
10. Insurance. Vendorwill provide City witlieertificate(s)of insurance documentingpolicies
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
Cooperative Purchme Agreement
OTIS PLGVATOR CONIANY,Inc. 4 or17
(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 most include a Waiver of Subrogation
(Right of Recovery) hi 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 aisurers 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 requited.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requitement.
Cooperative Purchase Agreement
OTIS ELEVATOR COMPANY,Inc. 5 of17
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceedfi)g 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 workit 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 desistfrom
and correct the violation.
12. Nan-Discrimination Covenant. Vendor,for itself, its personal representatives,assigns,
subVendors and successors in interest,as part of the considerationlnerein, agrees that in the performance
of Vendor's duties and obligations herernder,it will not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM
AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, 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: Dana Burghdoff Attn: Kameron Gilpin
Assistant City Manager 2516 Gravel Road, Bldg. 18
200 Texas Street Fort Worth, TX 76118
Fort Worth, TX 76102•-6314
With copy to Fort Worth City Attorney's Office at
same address
K Solicitation of Employees. Neither City nor Vendor will, during the term of this
Agreement and additionally fora 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 hnrnunities.
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
Coopernfive Purchase Agreement
OTIS ELEVATOR COMPANY,Ina 6 of17
Vendor's respective right to ins ist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law I 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 he in state courts located in Tarrant County,Texas or the United
States District Court for the Northern District of Texas, Port Worth Division.
18. Severahilit:y. 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 unpaired.
19. Liens. Vendor does not have the authority to engage in any actor 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 Iquidate and discharge such lien will continue in effect following termination or
expiration of this Agreement and until such a tune 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 Ma.jeure. City and Vendor will exercise their best efforts to meettheir 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 Agreclnent 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 w ith direct jurisdiction over Vendor or City that prohibits
the continuation of the services.
22. Readings 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 I Modifications/Mtensions. 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 party.
25. Eutir•ety 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
Cooperative Purchase Agreement
OTIS ELEVAXOk COMPANY,Inc. 7 of17
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 c ornmence any work in accordance with this warranty within fourteen(14)
calendar days fi•om 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,thenthe Vendor is respons ible 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. Vendormust 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 LICENSmS.
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 amendmenthereto,may be executed by any authorized representative of Vendor whose
name, title and signature is affixed on the Verification of Signaturc 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.
Coopewive Purchase Agreement
OTTS FLE3VATOR COMPANY,hic. 8 ofn7
30. Change in Company Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, oI' address change for the purpose of maintaining
updated City records. The president of Vendor orauthorized official must sign the letter. Aletter 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 boycottlsrael;and(2)will not boycott Israel during the term ofthe contract. Theterms"boycottisraer'
and"company"will have the meanings ascribedto those terms in Section 808,001 of the Texas Government
Code. By signing this contract,Vendor certifies that Vendor's slgnatureprovidesi-wittenverification
to the City that Vendor: (I)does not boycott Israel;and(2)will not boycott Israel daring the team of
the contract.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
(Signature purge folloFP)
Cooperative Purchase Agreement
OTIS FLEVATOR COMPANY,Inc. 9 of17
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
SCOPE OF SERVICES
•
OTIS U)
Made to move you
DATE: 04/09/2020 •
TO: FROM;
City or Foal 11,01111 Oils Elevator Company
City OFFarl North 2516 Gravel Raid,Bldg IS
200 Texas St Fort Worth,TX 76119
Tort Worth,TX 76102
EQUIPMENT LOCATION: KamemnGilpin
AWILL ROGERS MEM GARAGE Phone:919-407-9944
1400 Gendy St
Fort Worth,TX 76107
HOUSTON STREET GARAGE
1200Iiouston St.
Fort Worth,TX 76102
PROPOSAL NUMBER,'AO0849
EQUIPMENT DESCRIPTION:
No Type Of Units h1anuracturer Customer Machine Nu aher'
Of Designation
Units
3 GEARED THYSSEN I,2,3 AF3685,AF3686,
AF36S7
4 GEARLESS OTIS ELEVATOR 1,2,3,4 737427,737428,
COMPANY 737429,737430
OTIS MAINTENANCE
We propose to furnish Olis Ivlaintennnce on the equipment C'Units••)described above. Olis Ivlainlennncc is n full
preventive maintenance service intended to prolecl your investment,extend equipment lire,and provide a high level or
performance and reliability,
OTIS MAINTENANCE MANAGEMENT SYSTEMS
We will use lie Otis Maintenance Management System preventive maintenance progmin to deliversarvica tailored to
your specific building needs. Equipment type,component lire,equipment usage,and building environment will betaken
into account by the OI&WI scheduling system,which will be used to plan maintenance activities in advance. The Units
will he provided with device-,to mWtor equipment usage. We will w OMMS standard work processes developed and
continuously improved by Oils.
Under llris Contrwcl,1pe willmainlain Ure Uilfls on the following lerins mid croutfiliars:
PERFORMANCE
MAINTENANCE
We will maintain the Units using trained personnel directly employed and supervised by uss. The maintenance will
include inspection,lubrication,and adjuslarent of the following parts:
a Controller ports, selectors and dispatching equipment, relays, solid-state components, lmnsducers, resistors,
Condensers,power amplifiers,lrnnsrannars,contacts,leads,dnshpols,tinting devices,computer and microcomputer
devices, steel selector(apes, mechanical and electrical driving equipment, signnl lamps, and position indicating
equipment.
Bs 01'IS nEVATOR COkIPANY,2011 All Rights Reserved t.INX Fonn h-INT•OdI(0i130113)Prolxualk:A008,19
Page I of 10
Cooperative Purchase Agreement
OTIS ELEVATOR COMPANY,Inc. I I of17
■ poor operators,car door hangers,car door contacts,donor protective devices,load weighing equipnienl,car frames, 0
car safely mechanisms,platfomns,car and counterweight guide shoes including rollers and gibs,and emergency car
lighting. Cn
■ Hoistnwoy door interlocks and hangers,bottom door guides,and nuxilinry door closing devices.
1t Machines,warms,gears, thrust bearings, drive sheaves, drive sheave shalt bearings, bmk-a pulleys, broke coils,
contacts,linings,and component parts
■ Motors,brushes,brush holders,and bearings.
■ Governor components, governor sheaves and shaft asscrolrlies, hearings, 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
ossennblle5.
1 Dumps,pinup motors, operoting valves,Volvo motors, leveling valves, plunger pnckinvA exposed piping, above
ground plungers and cylinders,and hydraulic fluid tanks.
■ Escalator handrails,handrail drive chains,handrail brush guards, handrail guide rollers, aligmnent devices,steps,
step treads,step wheels,step chains,step aide bushings,comb plates,floorplates,tracks,external gearing,and drive
chains.
R Escalator upper drives, upper drive hearings, tension sprocket bearings,upper newel hearings and lower newel
hearings,demarcation lights,and comb lights.
RELIABILITY
PARTS COVERAGE
If necessary,clue to normal usage and wear,Otis will repair or replace any of die parts specified above at their sole
discretion,unless specifically excluded elsewhere in Ilia contract.Any parts under this Contract requiring replacement
will be replaced with parts selected by Otis.
In addition,we will replace all wiry ropes or cooled steel belts as often as necessary to maintain an appropriate factor of
safely. As condilions,usage,or Code warrants,we will equalim the tension on hoisting ropes,resocket ropes for drum
machines,and repair or replace conductor cables and hoislway and machine-room elevator wiring
PARTS INVENTORY
We will during the lenn of this Contract maintain a supply of frequently used replacement parts and lubricants selected
by Otis to meet ilia specific routine requirements of the Units.Any replacement parts stored in the machine roost remain
our property until installed in lie Units. We farther agree to nmintaiit a supply of routine replacement parts available for
Cxpres,delivery in ease of emergencies.
QUALITY CONTROL
We will periodically conduct Geld audits of our penonncl and the Units to maintain quality standards. Otis field
engineers will provide lechmical 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 cServicc 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
cSar'ice or through an OTISLINE customer service representative,who will,at your request,dispatch an cxmniner to
parform service.In ilia event Otis receives an emergency call from the phone in(lie elevator and a passenger indicates n
need for assistance, Olis shall attempt to contact a building representative for an assessment of the situation and
authorization to respond to ilia call. If Otis is unable to reach n building representative,Otis shndl respond to ilia
emergency call from the phone in the elevator, The visit will be treated as n Callbnck. It is your responsibilily to:(a)
have n roprosentnlive available to receive and respond to OT[SIANB Calls, and (b) maintain working telephone
equipment.
COMMUNICATION
CUSTOMER REPRESENTATIVE
As a service to you,and at your request an Otis representative will be availabla to discuss with you your elevator needs in
ilia areas ofinedernization,traffic handling ability,recommendations and requirements of Code authorities,proper use
and care of the Units,and the ONO&program. There,is no additional charge for[his consulting service,but by making
OOTIS ELEVATOR COMPANY,2011 NI Rights Reserved LiNX Forin A•INT-010(01130113)][ProposalN:A008-t9
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OTIS ELEVATOR COMPANY,Inc. 12 ofI7
this service available to you,Otis does not nssumo any duty to warn.
REPORTS—eSERVICE
We will use the OM1vIS program to record completion of maintenance procedures. We will,at your request,provide you
access to u&rvice. You will be able to access twelvo(12)months of repair,completed maintenance procedure and
service call history for the Unil(s). You will he responsible for obtaining Internet access to use cservice.
SAFETY AND ENVIRONMENT
SAFETY TESTS--TRACTION ELEVATORS `
We will periodically examine safely devices and governors of Ilia Unils. We will conduct an annual no load test and
perfomt at ench fiRh year a full load, full speed test of safely mechanisms, overspeed governors, and car and
counlenveighl buffers. If required,Ilia governor will be recolibratc.d and sealed for proper tripping speed,and elavalor
cnr balances wit]he checked,
As required by Code,or once every five years at n minimum,we will measure lire coated stool bells for Sataty using a
method approved by ilia manufacturer.
FIREFIGHTERS'SERVICE TEST
If the equipment has firefighters'service,you assume responsibility for perfonning and keeping it record of nay Coda
required tests and for ilia 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,ilia building will
be responsible for all of the cost associated with the.ropaim necessary to bring the unit in compliance with the applicable
Codes.
If any applicable Cade or governing authority mandates that such required tests be performed by n licensed elevator
mechnn ic,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
Wo will instruct our personnel to use upproprioto personal protection equipment and follow safe work practices.
ENVIRONMENTAL PROTECTION
Otis endeavors to reduce generation ofwaslo materials,to minimize risks to ilia onvironaent,customers,the genaraf
public and Otis employees,and to comply with nil federal and state environmental laws and regulations. h4nieriul Safely
Data Sheet(IvISDS)iuvfortunls are available for review at your request.
You assume responsibilily for removal of wastes,including but not lunitod to hydraulic oil,spoils,asbestos,cic.,as it is
not part of this Contract.
MAINLINE DISCONNECTS
You agree to ongago it qunlified olcolrician to service at ionst 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 nil 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 ngree to provido
a safe work place for our personnel,and to remove and rcmediutc any waste or haznrdotus materials in necordance with
npplicabla la%vs and rogulations.
d)OTIS ELEVATOR COMPANY,201I All Rights Rwenvad LINX Pomi hW-Ohl(0ll30l13)Proposal#;AOOB,19
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Cooperative Purchase Agreement
OTIS ELEVATOR COMPANY,Inc. 13 of17
If any Unit is mnlfunctiening or is in a dangerous condition,you agree to immediately notify us using the 24•hour
OTISLME service.Until the problem is corrected,you agree to remove the Unit from service mud take all necessary
precautions loprevent access or use.
You agree to properly post,maintain,and preservo nny and all instructions or winnings to passengers in connection will
the use of eny Units.
In furtherance of 031lA's directive contained in 29 C.F.R.§1910,147(0(2)(i),which requires that n service provider(an
"outside employer")and its customer(on"on-silo employer")must infonn each other of their respective lock oul/tng out
("LOTO")procedures whenever outside servicing personnel are to be engaged in control of hazardous energy netivitics
on the customer's site, Otis incorporates by reference its mechanical LOTO procedures and its oleclricol LOTO
procedures. Those procedures can he obtained at u7vnv-otis.cam by(1)clicking on"The Americas"inb on the left side
of the websile;(2)choosing"US/English"to lake you to the"USA"web page;(3)clicking on the"Otis Safely"link on
the tan side of the page;and(4)downloading the"Lockout Tngout Policy Otis 6.0"and"Ivlechanicnl Energy Policy Otis
7.0,"both of which are in.pdf formal on the right side of ilia website page. Customer agrees that it will disseminate
these procedures throughout its organization to the appropriate personnel who cony internet with Otis personnel while
Otis personnel me working on site nt Custourer's facility,
WORK SCHEDULE
NORMAL HOURS
All maintenance procedures and repnirs will be perfonued during our regular working hours of our regular wonting days
for the examiners who perfomt the service. All Inmp and signal replacements will be performed during regular
exam in at ions.
For purposes or this Contract,n Caltback is a response by Otis to a request for service or assistance made(a)by ilia
customer or customer representative, (b)by the building or building representative;(c)by emergency personnel;(d)
through the ADA phone line,and/or (a)through REMW monitoring system,for service or assistance,on an ns needed
basis,excluding regularly scheduled maintenance.
Regular working hours:5:00 AM—4:30 PA,I.
Regular workitlg days:Monday—Friday excluding holidays.
OVERTIME
Callbacks outside of regulnr working hours will be billed for the premium portion only.Otis'proposal is based on an
average response time of one(1)hour during regular working hours and four(4)hours during oveninno hours for
mechanical failure of the elevators.The average response time for nn emergency(i.e.Irapped passenger)will be thirty
(30)minutas during regular working hours and two(2)hours during overtone hours.
OWNERSHIP AND LICENSES
WIRING DIAGRAMS
You agree to provide us with current wiring dingrams ranecting all previously ntude changes for Units covered by this
Contract to facilitate proper maintenance of the equipment.1Ve shall maintain the wiring dingrams so that they properly
reflect any changes mode by Otis to tho equipment, These dingrams will remain your property,
OTIS SERVICE EQUIPMENT
Any counters,meters,tools,remote monitoring devices,or communication devices which we may use or install under
this Contract remain our property,solely for ilia use of Otis employees. Such service equipment is not considered a pan
orlha Urnits. You grant us the right to store or install such service equipment in your building and to electrically connect
it to tho Units, You will restrict access to the service equipment to authorized Otis personnel. You agroc to keep Iho
software resident in[lie service equipment in confidance ns a trade secret for Otis, You will not permil others to use,
access,examine,copy,disclose or disassemble the service equipment or the sollware resident in the service equipment
for any purpose whntsoevcr. If the service is terminated for any reason,we will ha given nccess to your premises to
remove ilia service equipment,including the resident software,at our expense.
OTIS SOFTWARE
C OTIS ELEVATOR COM PANY,2011 All Rights Reserved LiNX Fenn MKT-OM(01130113)Proposal&A008,19
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Cooperative Purchase Agreement
OTIS ELEVATOR COMPANY,Inc. 14 of17
Software owned by Otis may be embedded in parts or otherwise provided by Otis as part of this nhaimannnee agreement.
You have the right to LING this soflwnre only for operation of the wills for whiclh the part wns provided. You may also
make a back Aip or archival copy of the soflwnre,provided you reproduce the copyright notice and any other legend of
ownership on the copy. You may not olhonvise copy, display, adopt,modify, distribute, reverse assemble, reverse
compile,or otherwise translate the sollware. You will not transfer possession of the software except ns parr of n transfer
of ownership of the Units rind the nssamption of the rights and obligations under this agreement by the transferee,
NON•OTIS SOFTWARE
You retain your rights to any sollware not provided by Otis contained in the Units and ngrce to allow Otis to moko one
backup or archival copy foryou.
SERVICE TOOLS
You nth responsible to secure our right to use any speuinl service tools required to maintain your non-Otis equihment.
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 rennin yours solely as owner and
operator,lessee,or ugenl of the owner or lessee,and tint you are solely responsible for all requirements imposed by any
federal,state,or local Inv,Cade,ordinance or regulation.
CLARIFICATIONS
This Contract does not cover cnr enclosures(including,but not limited to,wall panels,door panels,car gates,plenum
chahnbers,hung ceilings, lighling, light diffusers, light tubes and bulbs,handrails, mirrors and floor coverings), rail
alignment,hoistway enclosures,hoishvay gates,hoisthvoy inserts and brnckcls,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 wider 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 mud display units that are not exclusively
dedicated to the elevator system. This Contract does not cover telephones installed by others,interconhs,heat sensors,
smoke;sansor% coumunientions equipment, or safely signaling cquipmenl,or instructions or warnings in connection
with hhse by passengers.
We will not be required: (i) to make any tests other than that as specifically set forth heroin; (ii) to stake any
replacements with parts of a different design or type;(ii)to make any changes in(lie existing design of the Units;(iv)to
niter,update,modernize or hhstall new Attachments to nay Units,whether recommended or directed by governmental
authorities or by any third party;(v)to rhhnke 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 tho original design is no longer manufactured
by(lie original equipment nhanufatturem, or parts where the original item has been replaced by mh item of different
design or is replaceable only by fabrication;(vii)to provide reconditioned or used parts;(viii)to hunke any replacements,
renewals,or repairs necessitated by reason of any cause beyond our control including,but not limited to,lire,explosion,
thef,floods,writer,weather,earthquake,vnndalisnh,misuse,nbhse,mischief,or repairs by others.
You assrnhe responsibility for the cost of correcting nil Glevntor 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
Contrncl,Otis cony with respect to the equipment not meeting Code requirements eancal[his Conlrnct without penally by
providing thirty(30)days written notice.
Should you require us to interface with a third pnrly work order,insurance or safety systems,Otis will ndd an appropriate
fee to cover the additional cast associated with[his service.
9 Oils ELL'VATOR CO4IPANY,2011 All Rights Reserved LiNX Cone h1NT-Ohl(01130/13)Proposalg:A008,19
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Cooperative Purchase Agreement
OTIS ELEVATOR COMPANY,Inc. [5 ofl7
You agree to provide us unrestricted ready and safe access to all areas of the building in which any part of the Units are 0
located, to keep nil marilke rooms and pit areas free from water, stored materials, and debris, to provide n safe
work place for our personnel, to remove and remediale any waste or hazardous materials in accordance with CD
applicable laws and regulations,and to provide a grounded,3-prong electrical system and proper lighting in the machine
rooms and pils.We shrill not be obliged to perlonu until ouch unsafe condition has beer)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
OTISLTNEC9 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 properly damage are not damaged. When stationary,escalators are to be properly barricaded and not to be
used as steps.
You agree to properly post,maintntn,and preserve any and flit instructions or warnings to passengers ini connection
with the use ofany Units.
In the event of an entrapment, Customer will cnll Otis mitt wait for a trained and licensed elevator mechanic to
arrive,except for a medical emergency situation where it may be appropriate to smhmon a professional first responder
such as police or firemen,Customer agrees that its agents,contractors,employees or representatives shall not rrltennpl to
extricate any passengers From mh elevator that becomes stalled within the hoistway.
Otis will not he 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 envi€onnhemal conditions, water damage, rust, fire, explosion, nets
of Gotl,misuse,or vandalism.
SPECIAL PROVISIONS
Contract pricing for Weslem Heritage Garage is S I755.8alnionth
Contract pricing for Houston St.Gnmgc is$1316.851month
Standard cal lback rates will be S2571hour.
REVISION OF NORMAL HOURS SECTION
Regular working hours 9:00 a-1-5:00 Plvl Monday through Friday,excluding holidays.
REVISION TO ANNUAL PRICE ADJUSTMENT
The annual contract price adjustment will be capped at+/-3%.
Parts pricing will be capped at 15%..
0 DTIs rLIWAT011 COAIPANY,2011 All Rights Reserved IJNX 1 enn hlNI'•OM(01130/13)Propomill:A00849
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Cooperative Purchase Agreement
OTIS ELEVATOR COMPANY,Inc. 16 of 17
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VOI FTCATION OF Sf GNATORS AUHIORITY
OYIS ELEVATOR COMPANY
atembn of Ihb 51gaatom Yerlfidllun Form(-Fame)hereby caeire that the fallowing
badWastc andtor poshioas have the null—ky to i:g*hind Vcndar and lu umule any 0greerrnen4
amendment orehanga osdcr onhchnirur vmdor.Such binding nuthorhy leas boon S—Wd by prwperora:.
re OMian,erd"n vreaorothtt amAorualbn of Vmdor,Coy is fuly mtifkd to rcy on the wananty am
rcpresealalbn srt forth in Ihk Farm in entering Into my ng uemmt or amcndmmt whh Vendor.Vendor
wilt submit m updated Form Wihb tea(10)business days it there we any cbangn to the signalary
autbasily.Cky i;cntikd to tabr on any eusrenl nmded Foms wash it receives a revised Form that hm bam
property executed by Vender.
I. Name: Cwuyvonhlenaldl
Posii—General ldanagat
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Signature: h Signature: 4's;dil.la_aicrmn
Email: hope.mullan@fortworthtexas.gov Email: chelsea.sl.louis@fortworthtexas.gov
Signature'' Signature:
Email: Ronald.Gonzales@fortworthtexas.gov Email: Vania,Soto@fortworthtexas.gov
Signature:
Email: tpwcontracts@fortworthtexas.gov