HomeMy WebLinkAboutContract 54702 S ciT1r sECRETARY
N, COINTMCT NO. 10 2 _
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COOPERATIVE PURCHASE AGREEMENT
This COOPERATIVE AGREEMENT("Agreement") is made and entered into by and between
CITY OF FORT WORTH("City"),a home-rule municipal corporations organized under the laws of the
State of Texas, acting by and through its duly authorized representative, and JOHNSON CONTROLS,
INC. ("Vendor"), a Wisconsin corporation, acting by and through its duly authorized representative, each
individually referred to as a"party" and collectively referred to as the "parties."
WHEREAS, in connection with the public assembly experience and the impact of the
Coronavirus/COVID-19 pandemic and such related events (collectively and generally "COVID-19") the
City desires to reopen and welcome patrons back to its facilities located at 1201 Houston St., Fort Worth,
TX 76102 (Fort Worth Convention Center) and 3401 W Lancaster Ave., Fort Worth, TX 76107 (Will
Rogers Memorial Center)("Venues");
WHEREAS,the health and safety of City employees, exhibitors, and attendees of events at the
Venues are of paramount importance, especially given the current situation concerning the COVID-19
pandemic;
WHEREAS, Vendor provides materials and labor for Bio-Climatic Bi-Polar Ionization Units,
which are intended to provide an additional level of protection by killing viruses and removing particulates
and contaminates from the air at large facilities such as the Venues;
WHEREAS, the purchase and installation of said equipment is intended to help to prevent the
spread of COVID-19 during events at the Venues;
WHEREAS, the City wishes to engage Vendor to provide the Services (as defined below) as
described herein;
WHEREAS,costs for the Project are necessary expenditures that will be incurred due to COVID-
19, were not accounted for in the City's budget most recently approved and will be incurred during the
period between March 1,2020 and December 30,2020; and
NOW, THEREFORE, in consideration of the promises, the mutual covenants and conditions
contained in this Agreement and other good and valuable consideration,the receipt and sufficiency of which
is hereby acknowledged,the Parties agree as follows:
1. Goods and Services.Vendor will provide the goods and services set forth in Exhibit A for the
installation of Bio-Climatic Bi-Polar Ionization units for the Venues. Exhibit"A"-Scope of Services and
Price Schedule, which is attached hereto and incorporated herein for all purposes, more specifically
describes the goods and services to be provided hereunder("Goods and Services").Vendor will provide all
labor, equipment, and material necessary to perform and complete the Services.
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CIAL RECORD
CITY SEC �ETAiRifCooperative Purchase Agreeit�ent 1 H�TX
2. Term. This Agreement begins on the date signed by the Assistant City Manager below
("Effective Date") and expires on December 30, 2020 ("Expiration Date"), unless terminated earlier in
accordance with this Agreement("Term"). Time is of the essence and Vendor must provide and complete
all Goods and Services on or before the Expiration Date of this Agreement.
3. Compensation.
a. City will pay Vendor in accordance with the price schedule and the provisions of this
Agreement in Exhibit A. Total compensation under this Agreement will not exceed
Eight Hundred Ninety-Three Thousand, Three Hundred Dollars and No Cents
($893,300.00). Vendor will not perform any additional services or bill for expenses
incurred for City not specified by this Agreement unless City requests and approves in
writing the additional costs for such services. City will not be liable for any additional
expenses of Vendor not specified by this Agreement unless City first approves such
expenses in writing.
b. Prior to submitting a monthly invoice to the City for payment of the applicable Goods
and Service,Vendor must verify the quality of the Goods and Services performed. The
City will review and inspect all Goods and Services to determine their acceptability
and signify acceptance by execution of the Goods and Service Acceptance Form,
which is attached hereto as Exhibit "B" and incorporated herein for all purposes. If
the City rejects the submission, it will notify the Vendor in writing as soon as the
determination is made listing the specific reasons for rejection. The Vendor will have
ten (10) days to correct any deficiencies, unless otherwise agreed to by the Parties in
writing. Payment to the Vendor will not be authorized unless the City accepts the
Service in writing in the form attached.in Exhibit B. The City's acceptance will not be
unreasonably withheld.
c1 Following acceptance of all of the Goods and Service tinder this Agreement on a
monthly percentage of completion basis by the City,the Vendor must provide the City
with a signed invoice by the 7`' day of each month where Goods and Services were
provided summarizing (i) the Goods and Service(s) that have been provided in the
preceding month and(ii)requesting payment.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. The invoice must be submitted to the City of.Fort Worth, attention
Chris Harmon, 1201 Houston Street,Fort Worth,Texas 76102.
d. The City will make payment within thirty(30)calendar days after receipt of the 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. City will pay
Vendor for the Goods and Services completed through the effective date 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
Cooperative Purchase Agreement—Johnson Controls,Inc. 2 of 18
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. Right 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 r'espondeat szrpet•ior 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,
Cooperative Purchase Agreement—Johnson Controls,Inc. 3 of 18
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, BUT ONLY TO THE EXTENT CAUSED BY THE
NEGLIGENT A CT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.2 INDEMNIFICATION-VENDOR HEREBY COVENANTSANDAGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL THIRD PARTY
CLAIMS OR LAWSUITS OF ANY KTND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS)
AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,
ARISING O UT OF OR IN CONNECTION WITH THIS AGREEMENT,B UT ONLY TO THE
EXTENT CA USED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES
8.3 PUNITIVE DAMAGES - NEITHER CITY NOR VENDOR WILL BE
RESPONSIBLE TO THE OTHER FOR ANY PUNITIVE OR EXEMPLARY DAMAGES,
ARISING IN ANY MANNER FROM THIS AGREEMENT, THE GOODS AND SERVICES
COMPLETED PURSUANT TO THISAGREMENT, OR OTHERWISE.
9. Assittument and Subcontractin .
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 frilly executed copy of any such
subcontract.
10, Insurance. Vendor will provide City with certificate(s)of insurance documenting policies
of the following types and coverage limits that are to be in effect prior to commencement of any work
pursuant to this Agreement:
10.1 Coverage and Limits
Cooperative Purchase Agreement—Johnson Controls,Inc. 4 of 18
(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 through the issuance of additional
insured policy endorsements, 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 Iicensed 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.
Cooperative Purchase Agreement—Johnson Controls,Inc. 5 of 18
(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.
it, Compliance with Laws, Ordinances,Rules and Regulations. Vendor agrees that in t11e
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 Iaws, 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 pant of the consideration herein, agrees that in the performance
of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law.IF ANY CLAIM ARISES FROM
AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR,ITS
PERSONAL REPRESENTATIVES, ASSIGNS, 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 Font Worth Johnson Controls, Inc.
Attn:Assistant City Manager Attn: Patrick Mooney
200 Texas Street Sr. Account Executive
Fort Worth,TX 76102-6314 800 Railhead Road, Ste. 304
Facsimile: (817) 392-8654 Fort Worth,Texas 76106
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 persolA 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
Cooperative Purchase Agreement—Johnson Controls,Inc. 6 of 18
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, Iegality 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 Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy,fires,strikes,lockouts,natural disasters,epidemics,pandemics,disease, quarantines or other public
health risks or responses, 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 or
completion of the services.
22. Headings not ControllinLy. Headings and titles used in this Agreement are for reference
put-poses 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 party.
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
Cooperative Purchase Agreement—Johnson Controls,Mo. 7 or18
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. Warrantv.
a. 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 one (1) year from the date of final acceptance
of each applicable Service by the City. Notwithstanding anything to the contrary,this
warranty supersedes any warranty provisions in Exhibit A to the contrary.
b. Provided City provides written notice of a warranty claim within the I-year warranty
period, Vendor will either repair or replace such_ defective work (at Vendor's
reasonable discretion)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.
c. 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 Rimish 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.
d. This warranty does not extend to any Goods or Services that have been abused,altered,
or misused, or repaired by City or its representatives without the supervision or prior
written approval of Vendor. NO OTHER EXPRESS OR IMPLIED
WARRANTIES, INCLUDING IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,ARE
PROVIDED BY VENDOR,AND ARE HEREBY EXPRESSLY DISCLAIMED.
e. The Goods and Services are intended to be used as tools for helping City manage its
response to the unknown and challenging environment in which City is working to
address the unprecedented COVID-19 pandemic, or to be better prepared for future
outbreaks of COVID-19. Vendor cannot guarantee that the Goods and Services will
prevent the spread of severe acute respiratory syndrome coronavirus 2 ("SARS-CoV-
2"),which causes coronavirus disease 2019 ("COVID-19"), or keep any person safe.
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 (1-9). Upon request by City,Vendor must provide City with copies of all 1-9
Cooperative Purchase Agreement--Johnson Controls,Ine. 8 of 18
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 CITYAND HOLD CITYHARMLESS 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" and incorporated herein for all purposes.Each party is fully entitled to rely on these
warranties and representations in entering into this Agreement or any amendment hereto.
30. Chancre 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.
32, Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature.For these purposes, "electronic signature"means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via
software such as Adobe Sign.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
Cooperative Purchase Agreement—Johnson Controls,Inc. 9 of Is
i
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
Digitally signed by Jesus J.Chapa By signing I acknowledge that I am the person
Jesus J. Chapa Date:2020.10.18 19:34:20-05'00' responsible for the monitoring and administration of
- this contract,including ensuring all performance and
By' Jay Chapa reporting requirements.
Deputy City Manager
Digitally signed by Chris Harmon
Chris a rm O rl Date:2020.10.1513:37:41-05'00'
Date: ,20_ By:
Chi-is Harmon
APPROVAL RECOMIVVIENDED: Sr. Public Events Manager
signeMichael E MichalelECrum y APPROVED AS TO FORM AND LEGALITY:
Crum Date:2020.10.15
16:10:52-05'00'
By: Tyler Wallach Digitally signed by Tyler Wallach
Michael E.Crum Date:2020.10.15 18:06:18-05'00'
Director,Public Events Department By:
Tyler F.Wallach
ATTEST: Assistant City Attorney
CONTRACT AUTHORIZATION:
FORT Ordinance 24161-04-2020
By:
Mary Kayser ��� ooperative Contract: Sourceweil (formerly
City Secretary ational Joint Power Alliance Coop) # 030817-
/RFP#030817
TEXP,S
VENDOR:
JOHNSON CONTROLS,INC.
a Wisconsin corporate n
By:
Name: LL
Title: A K EA GMT FOFFICIAL RECORD
ECRETARY
Date: J ,20 FT. WORTH, TX
Cooperative Purchase Agreement—Johnson Controls,Inc. 10 of 18
Cooperative Purchase Agreement--Johnson Controls,Inc. 11 of 18
EXHIBIT A
SCOPE OF SERVICES AND PRICE SCHEDULE
Johnson Controls—Building Efficiency
800 Railhead Road Johnson
Suite soa
Fort Worth,Texas 76106 Controls
phor ei:1-866-656-0861
HVAC LICENSE:TACLA
To: City ofy,ort Worth Dnte: Thmsday,SeptembeK 17,2020
1201 Houston Street
Fort Worth;Texas 76102
Attn: lvlr.Chris Harmon Proposal Ref ff 09152020-
Dear Mr..Hannon,
Johnson Controls is pleased to provide you with a Turnkey'proposal to install Bio-Climatic Bi-Polar
lor0ation(BPI)units for the City.of Fort Worth Convention Center.and Will Rogers Memorial Center.
The Bio-Glimatic BPI arc a single self-contabred unit with non-invasive installation,Which allows for least
installation and start-up,:The BPI uni is are installed in the discharge ptemnn or the common-supply duct
at the Air handler(AHU).The BPI intits Have been sized and selected per the AHU CFM.We have
attached the AHU equipment spreadsheet with CFNI for yourrecords aadreview.
Johnson Controls will be installing B io-Climatic Ion 8epsors.f6f,.Four(4)W 11 Rogers Mb.in.AHU's in
Exhibit Hail,.John Jus(h and Coliseum:We will also be installing Four(4)Ion Sefisors for Convention
Center Main AHU's for Staff Office Space andExhibit Halls.The roil Seirsora will provide remote
monitoring.for proof of performance.
The Bio-Climatic needlepoint module requires minimal maintenance by using canned compressed air to
blow off the modules orl a serni-annual or.annual-interval.The lifecycie of the needlepoint modules is 10
years.
ma
ME
EQUIPMENT DESCRIPTION PRICING
Bi-polar Ionization Equipment, Turnkey $fig 532.00
ABU Bi-Polar Ionization hrstallation&Start-u
TOTAL.PRICE $503;532.00
EQUIPMENT DESCRII''I'ION PRICIIVC
AHU Bi-Polar Iordzation Bi-Polar Ionization Equipment&Startup $389,768.00
TOTAL"PRICE $30,768.o0.
2
,rwRK Service,
Cooperative Purchase Agreement--Johnson Controls,Inc. 12 of Is
Johnson Controls—Building Efficiency
800 Railhead Road Johnson
Suite 30i
Fort Worth,Texas 761M Controls
Phone:1•$fif 656-9861
HVAC LICENSE:TACLA
Bi-Polar Ionization:
Air Handling Unit(AHU)modifications-will-include the installation of a Bi-Polar ionization(BPI)grid.
The Bipolar ionization grid will be installed in the AHU downstream of the cooling and heating coils.The
grid'syslemproduces positive and negative ions in.the airstream with..a very low current source(24/120
VAC;0.5A).Bipolar ionization provides anadditional level ofprotectionby killingviruses and removing
particulates and contaminants.Die Bi Polar Ionizatimwill be inferlockedtvith the controls6fthe AHU
-through a CT switch.This means that when the AHU is in operation the Bi-Polar Ionization will also
operate and vice-versa when the AHU is not in operation..
Testing Commissioning and Continuous Monitoring:
Testing services will include measurements to verify all airflows as-discussed above and to confrm
proper function bf the Bi=Polar Ionization devices.
1. PrepareSubmlttals
a. Assemble Bi.Polar Tonization.submittals.for immediate re,,iow approval,
2. Pre-Construction and Release aft,cruiument
a .-Release.tiltration,controls equipment,and sheet metal.fabrication per.approved submittals for
expedited delivery.
b. Complete.site security-and.safety 1r'aining forall JCI employees or subcontractors.
c. Coordinate preliminary site visit with projects team and subcontractors.
d. Cbnfrnri receipt of all equipment and schedule delivery to jobslto'.
e: Setup,ICI stsgurg area onsite for equipment.andinaterials.
3. Air Handler Madlfleaflon and.ins#allaflon of Bi-Polar Tbniiatibn.
a: Complete daily job Hazard Assessment.
b: Check-with site.peisonnal for safety prewitions.and access to Mechanical Rooms.
c. Lockout and tagout-electrical to.theunit.
d. Begin ins tailing,power wi*g needed for bipolar iouizatioh unit,
e; Cut in additional access into supply air ductwork or AHU discharge air plenum.
t Install Bipolar Ionization filtration unit.
g. Connect power to Bipolar Ionization filtration.
h.. Install.control-wirbig for current transfonner fart proving interlock to.unit controller.
i. Test and confirm proper-operation of Bipolar Ionization Jiltration.
j. Return.potiver to the.unit and check forproper start-up acid operation.
k. Startup and commission bipolar ionization unit and log start up-.data..
1. Clean up work area and remove all debris to dumpster.
Q' YORK Service
Cooperative Purchase Agreement—Johnson Controls,Inc. 13 of 18
Johnson Controls—Building Efficiency
800 Railhead Road
Suite 304 Johnson Fort Worth,.Texas 76106 Controls
Phone:1-866-650=0861
HVAC LICENSE;TACLA
4. Demobilization-Prefect Completion
a. Perform final.walk th oughinspection Nvith Pzbject Team and Site:Team.
b.- Identify any punch list items or-deficiencies and correct items-
c. Provide Project CloseoutDocumentationHardandElectronicCopies
I. Daily Progress Reports
2. Mechanical Equipment IOM Manuals
3. Equipment.SWAUp.Reports
t 3
JCI is strongly committed to providing a safe tivork environnieitt for all employees where injuries are
prevented-tlnouglimenagement ntrd employee involvement,regular safety txairring,safety plan
implementation,and haiard recognition control and eliinination..It is the policy of JCI to provide a safe
and healthful workplace;free'of iecogirizeclliaiaids,for each ofits employees:At a minhnum,JCI Mll
comply with all.accepted Svork practic es,health anti safety regulations,standards and:codes;and will
provide training to its employees to assist them in performing theirjobs.safely:
JCI Project Quality Plan(PQP)consists of quality assurance,quality control,and configimtion
management.Each component represents an interactive and interrelated discipline that when effectively
executed ensures the success of a project,JCl utilizes its technical-capability to-execute a(PQP)to
-achieve:the-quality requirements applicable for the implementation ofBuilding HVAC project.
JCI Quality Program-is based upon the following'piineiples:
Quality is die top priority: The success of die Project.depends upon the quality of the work
product and services delivered.
Quality is free: The cost.of avoiding defects is less dtari the cost of firrtliirg and correcting them
Qriality is internal; Quality must be designed andbuilt into the.products and services.
hnprovement is a continuous process: To improve work.products and services youmustimprove
processes by continual program evaluation and implementation-ofprografn upgrades,where
deemed-necessary.
Results must lie measured: You mast be able to assess the results of your improvement efforts
through objective measurement.
- Quality is a function of every level of the ivoik process: Each individual involved with thework
process understands the heeds of the Client*and tho importance bf meeting and exceeding prose
needs. The importance of"do the job riglit.the first-time"and procesdimprovement,is.
understood.
Quality improvementis a teamisstie: Contimious improvemena Nv ll-occutif eiiiployees and
management work as:a_team with corrimoA beliefs,objectives and goals.
4
Cooperative Purchase Agreement—Johnson Controls,Inc. 14 of 18
Johnson Controls—Building Efficiency
900 Railhead Road Johnson
N
Suite 304 J
Fort Worth,Texas 761013 Controls
Phone:IAGG-W-9861
HVAC LICENSE:TACLA
Theputpose of the.PQP is to establish a program to ensure that Project Scope identified in the proposal
and subsequent design documents,submittals,and other documents are properly implemented in
accordance with the Contract requirements.By monitoring the quality of the design,procurement,
installation,start-up,and final commissioning of each system the-quality of the-project can be assured. It
is.the goal of this plan not only to delineate individual quality control personnel responsibilities,but also
to reinforce-with each worker the belief that attention to quality at all times is paramount.
As part of our corporate mission to exceed-our customeis increasing expectations,SCI is committed to
providing,a superior Quality Program-for all phases of the Project.Through:mentoring and training,-and a
procedural system of inspection,testing,and conurrissioning a quality product is assured,Our
subcontractors demonstrate this same commitment to gpghty=by performing work in a"peatuering"
environment.Subcontractors are fully aware of the requirements Md.=actively involved with this
process assuriug.a timely and quality installation,Installations performed either by subcbntraetor or self-
installation must,undeigo the same rigorous validation processes.
It is the responsibility of 7CI to.pm-ovide and maintain an effective Quality Control Program throughout the
durationoftheconlract, To.accomplishthegoal-ofproperlyimplementing-diescopeofwomunderther
PQP,JCI will perform inspections and tests of items of work,including that of subcontractors,to ensure
ttre quality ofmaterials,�vorkrrr�nnsliip;functional perforirrance and corrfomrarice to cotrifact regitiremenls.
Patrick—Mooney Patfick-Mooney AccouaManager
Jonathan Watts.. Account Manager
Brandon Smith Project-manager,
COMPONENT DESCRIPTION LE AD TIME(Days) ,
Bi:Polar Ionization 3-4 Weeks
5
vil R Service
Cooperative Purchase Agreement—Johnson Controls,Ina. 15 of IS
Johnson Controls—Building Efficiency
800 Railhead Road
Suite.304 Johnson
Port Worth,TexasJ6166 Controls
Phone:1-860-656-9801
HVAC LICENSE:TACLA
1, Bio-ClhligticiBipolar lonizatiori Filtrntioii Ui its
a. 24-110t1160 Power
b. Factory Electrical Disconnect
c. Mounting`Brackets
d'. Eight(8)Ion Sensors forrProof of Performance
2. Start-up Operation ofBi--Polar Ionization
3. System Commissioning
4. Electrical Wiring and Modifications
5, Factorylnstallation
6. Straight Tine Labor.
7. ProjectManagement
8. Customer Training
9. 'Orie(1)Year on-site warranty for parts andLaborincludet.WvTanty starts at system acceptance.
1. State or Local Taxes
2. Payment and Perforruance.Bonding
3. Smoke Control
4. Fire Alarm System
5. Smoke and Fire End Devices
6, Cofitrols SystemLimitatiohs_
7. Test.and Balance
8. Existing System Conditions Unless Specified in this Proposal
-9. .Site Restrictions"That Prevent Scope From Being Performed
10.Any Additional Pieces of Mechanical Equipment Not Listed in this Proposal.
6
0 VO ,Service°
Cooperative Purchase Agreement—Johnson Controls,Inc. 16 of 18
EXHIBIT B
SERVICE ACCEPTANCE FORM
Service(s) Performed:
Service Ref.M
Service Name:
Completion Date: _
Service Target Completion Date:
Service Actual Completion Date:
Approval Date:
Comments(if needed):
Approved by Vendor: Approved by City's Project Manager:
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: Date:
For Director Use Only
Contracted Payment Amount:
Adjustments:
Approved Payment Amount:
Cooperative Purchase Agreement—Johnson Controls,Inc. 17 of 18
Johnson
a.
Controls
DELEGATION OF AUTHORITY CERTIFICATE
The undersigned,Nate Manning, Vice President,Field Operations,pursuant to the authority vested in him by: (i)a
Sub-Delegation of Authority from the President of Johnson Controls,Inc., a Wisconsin corporation ("JCI"),dated_
May 14, 2020, (ii) an Incumbency Certificate and Delegation of Authority from the general partner of Johnson
Controls Fire Protection LP, a Delaware limited partnership ("JCFP"), dated May 14, 2020, and (iii) a Written
Consent in Lieu of Special Meeting of the Management Board from Johnson Controls Security Solutions LLC,a
Delaware limited liability company("JCSS"),dated April 27,2020,hereby authorizes:
Gordon Hall
Area General Manager
(the"Delegate")to perform,on behalf of each of JCI,JCFP and JCSS,the acts described below:
To execute and deliver any and all contracts for the performance of work,sale of goods,and furnishing
of services, and any other instruments in connection therewith and in the ordinary course of business
and in accordance with the current Global Approval Authority Matrix.
This authority does not extend to:
a. contracts without a (i) financial cap on liability, (ii) fault based indemnity, and (iii) waiver of
consequential damages, unless approved in accordance with the current Global Approval
Authority Matrix;
b, further sub-delegation of the above acts absent necessary approvals in writing;
C. the execution of surety,performance or bid bonds;
d. the signing of any notes, contracts, or any other agreement to borrow money in the name of
JCI, JCFP and JCSS, or any form of guaranty for the payment or performance of obligations
of any subsidiary, affiliate, or joint venture of JCI,JCFP and JCSS; or
el the signing, on behalf of JCI,JCFP and JCSS, of any deeds, abstracts, offers to purchase or any
other instruments pertaining to the purchase or sale of real property.
Any actions taken by such Delegate within the scope of acts authorized herein taken between the date of
expiration of any prior delegation of authority and the date hereof are hereby ratified, confirmed and approved as the
acts and deeds of JCI,JCFP and JCSS.
This authority shall remain in full force and effect for one year from the date of issue unless earlier terminated by JCI,
JCFP or JCSS or shall automatically terminate upon the end of Delegate's employment with any affiliated company
of Johnson Controls International plc.
Signed at Milwaukee,Wisconsin, this 2211 day of May,2020.
ATTEST
Johnson Controls,Inc_,Johnson Controls
Fire Protection LP,and Johnson Controls
Security Solutions LLC StevonW.Deane
Vice President and Assistant Secretary
Johnson Controls.Inc_
Nate.i P1,irot ,E 4 � t�frfi
Dice esident,Field Operations ighnifer Y_Leong
Vice President and Secretary
Johnson Controls Fire Protection LP
Lee M,Firmey
Vice President and Secretary
Johnson Controls Security Solutions LLC
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
JOHNS ON CONTROLS,INC.
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:
Signature: Signature:
Email: Email:
Signature: 90nald P. Cronzales
onald P.Gonzales(Oct 21,202014:16 CDT)
Email: Ronald.Gonzales@fortworthtexas.gov
Cooperative Purchase Agreement--Johnson Controls,file. I8 of 18