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HomeMy WebLinkAboutContract 57508 CSC No.57508 FORTWORTH. VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation and Heat Transfer Solutions, Inc. ("Vendor"), a Texas Corporation, each individually referred to as a "party" and collectively referred to as the"parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Price Schedule Exhibits A and B,which are attached hereto and incorporated herein,are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. Scope of Services. This agreement is for the Purchase and Installation of a Building Automation System (BAS) at 2600 SE Loop 820, Fort Worth, Texas 76140, and an Annual Preventative Maintenance and Repair Services to include parts, labor and travel expenses. Exhibit "A," - Scope of Services more specifically describes the services to be provided hereunder. 2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below March 8, 2022 and shall expire on March 7, 2023 ("Expiration Date"), unless terminated earlier in accordance with this Agreement("Initial Term"). City shall have the option,in its sole discretion,to renew this Agreement under the same terms and conditions, for up to five(5) one-year renewal options. 3. Compensation. City shall pay Vendor an amount not to exceed One Hundred Forty- Three Thousand Fifty-Four Dollars and Fifty-Six Cents ($143,054.56) in accordance with the provisions of this Agreement and Exhibit `B," Payment Schedule, which is attached hereto and incorporated herein for all purposes. Vendor shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. City agrees to pay all invoices of Vendor within thirty (30)days of receipt of such invoice. 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. OFFICIAL RECORD Vendor Services Agreement Page 1 of 13 CITY SECRETARY FT. WORTH, TX 42 Non:912pronriation. of Funds In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder,City will notify Vendor of such occurrence and this Agreement shall terminate on the last day ofthe fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Dnties and Obli ations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date,City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under this Agreement.In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts_Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information.Vendor,for itself and its officers,agents and employees, agrees that it shall treat all information provided to it by City("City Information")as confidential and shall not disclose any such information to a third party without the prior written approval of City. 53 Public Information Act. City is a government entity under the laws of the State of j 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 shall 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 shall store and maintain,City Information in a secure manner and shall not allow unauthorized users to access,modify,delete or otherwise corrupt City Information in any way. Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised,in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City shall,until the expiration of three(3)years after final payment under this Agreement,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,includin, but not limited to, all electronic records, of Vendor involving transactions Vendor Services Agreement Page 2 of 13 relating to this Agreement at no additional cost to City.Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. Independent Contractor- It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement,and not as agent, representative or employee of City. Subject to and in accordance with the conditions and. provisions of this Agreement,Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts" and omissions of its officers, agents, servants, employees,Vendors and subVendors.Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City,its officers, agents, servants and employees, and Vendor, its officers,agents, employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers,agents, servants, employees or subVendor of Vendor. 'Neither Vendor,nor any officers,agents, servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers,agents,servants,employees or subVendor. 8. Liabii itv and Indemnification. 8.1 LIABILITY-VENDOR SHALL BE LL4BLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY" DAMAGE AND/OR PERSONAL INJURY, INCLUDING.DEATH, TO.ANY AND ALL PERSONS, OF ANY SEND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(Sq, MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION'- VENDOR HEREBY COVENANTS AND AGREES TO DVDBIUNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS,SERVANTSAND EMPLOYEES,FROMANDAGAINSTANYAND ALL CLAIMS OR LAWSUITS OFANYKUI D OR CHARACTER, WHETHER REAL OR ASSERTED,FOR EITHER PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING 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. 8.3 INTELLECTUAL PROPERTY INDEMWEICAT7ON — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim. or action against City:for infringement of any patent, copyright, trade mark,trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement,it being understood that this agreement to defend,settle or pay shall not apply if City modifies or misuses the software and/or documentation.So long as Vendor bears the cost and expense of payment for claims`or actions against City purstiant to this section, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations,or lawsuit as necessary to protect City's interest,and City agrees to cooperate Vendor Services Agreement Page 3 of 13 with Vendor in doing so_In the event City,for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against for infringement arising under this Agreement, City shall have the sole right to ondn� the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with City in defense of such claim or, action. City agrees to give Vendor timely written notice of any such claim or action,with copies of all papers City may receive relating thereto.Notwithstanding the foregoing, City's assumption of,payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this Agreement.If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted,Vendor shall,at its own expense and as City's sole remedy,either:(a)procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non-infringing,provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible,and functionally equivalent non-infringing software and/or documentation at no additional charge to City;or(d)if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. Assignment and Subcontracting. 9.1 Assignment_ Vendor shall not assign or subcontract any of its duties,obligations or rights under this Agreement without the prior.written consent of City.If City grants consent to an assignment,the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement_ Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment- 9-2 Subcontract_ If City grants,consent to a subcontract, sub Vendor shall execute a written.agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and Obligations may apply_ Vendor shall provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting policies ofthe followinglypes and minimum coverage limits that are to be in effect prior to commencement Of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each,Occurrence $2,000,000- Aggregate (b) Automobile Liability: Vendor Services Agreement Page 4 of 13 $1,000,000- Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle"shall be any vehicle owned,hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers'compensation laws where the work is being performed Employers' liability $100,000- Bodily Injury by accident;each accidentloccurrence $100,000- Bodily Injury by disease;each employee $500,000- Bodily Injury by disease;policy limit (d) Professional Liability(Errors&Omissions): $1,000,000- Each Claim Limit $1,000,000- Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O.Either is acceptable if coverage meets all other requirements_ Coverage shall be claims-made,and maintained for the duration of the contractual agreement and for two (2)years following completion of services provided. An annual certificate of insurance shall be submitted to City to evidence coverage_ 101 General Ree uirements i (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon,as its interests may appear.The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers'compensation policy shall include a Waiver of Subrogation (Right of Recovery)in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City.Ten (10) days' notice shall be acceptable in the event of non-payment of premium.Notice shall be sent to the Risk Manager, City of Fort Worth,200 Texas Street; Fort Worth, Texas 76102, with copies to the Fort Word 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-VH 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. Vendor Services Agreement Page 5 of 13 (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (I') Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work Pursuant to this Agreement. 11. Comulsance with Laws Ordinances RnIes and Retulations. Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances,rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal,state and IocaI Iaws,ordinances,rules and regulations_If City notifies Vendor of any violation of such laws, ordinances, Hiles or regulations,Vendor shall immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Vendor,for itself, its personal representatives,assigns, subVendors and successors in interest,as part of the consideration herein, agrees that in the performance of Vendor's duties and obIigations hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law.IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON DISCRIMINATION COVENANT BY VENDOR,ITS PERSONAL REPRESENTATIVES, ASSIGNS, SLBVENDORSS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEPEND CITYAND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission,or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth Heat Transfer Solutions,Inc- Attn:Assistant City Manager Michael Donovan,President 200 Texas Street 3350 Yale Street Fort Worth,TX 76102-6314 Houston,Texas 77018 Facsimile:(817)392-8654 Facsimile:(832)328-1460 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of EmoIovees. Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination,solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing;this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. Vendor Services Agreement Page 6 of 13 I5. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or Provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law/Venue. This Agreement shall be construed in accordance with the laws ofthe State of Texas.If any action,whether real or asserted,at law or in equity,is brought pursuant to this AgAgreement,venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity,legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19_ Force Majeure. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or omission in performance due to force ma}eure 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, Iockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 20. Headings not Controllinnn - Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any,.provision of this Agreement 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting parry shall not be employed in the interpretation of this Agreement or Exhibits A,B,and C. i 22. Amendments/Modifications/Extensions. No amendment,modification,or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument,which is executed by an authorized representative of each party. 23. Entirety of Agreement This Agreement,including Exhibits A, B and C, contains the entire understanding and agreement between City and Vendor,their assigns and successors in interest, as to the matters contained herein.Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement 24. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall,for all purposes,be deemed an original,but all such counterparts shall together constitute one and the same instrument 25. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty(30)days from the date that the services are completed.In such event,at Vendor's option,Vendor shall either(a)use commercially reasonable efforts to re-perform the services in a manner Vendor Services Agreement Page 7 of 13 that conforms with the warranty, or (b) ref-and the fees paid by City to Vendor for the nonconforming services. 26. Immigration Nafi.onaIity Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment EIigibility Verification Form(I-9). Upon request by City,Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDENLNIFY CITY AND HOLD CITY HAS M1,ESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,VENDOR'S EMPLOYEES, SUBCONTRACTORS,AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City shall be the sole and exclusive owner of all copyright,patent,trademark,trade secret and other proprietary rights in and to the Work Product.Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first).Each copyrightable aspect ofthe Work Product shall be considered a"work-made- for-hire" within the meaning of the Copyright Act of 1976,as amended. If and to the extent such Work Product,or any part thereof,is not considered a"work-made-for-hire"within the meaning of the Copyright Act of 1976,as amended,Vendor hereby expressly assigns to City all exclusive right,title and interest in and to the Work Product,and all copies thereof,and in and to the copyright,patent,trademark,trade secret, and all other proprietary rights therein,that City may have or obtain,without further consideration, free from any claim,lien for balance due,or rights of retention thereto on the part of City. 28. Signature Authority. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto,may be executed by any authorized representative of Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit"C".Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Change in Company Name or Ownership. Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records_The president of Vendor or authorized official must sign the letter.A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9,documents filed with the state 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_ 3 0. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than S100,000,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" i Vendor Services Agreement Poe 8 of 1.3 and "company" shall 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)wilI not boycott Israel during the term of the contract. IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples. (signature page follows) t Vendor Services Agreement Page 9 of 13 ACCEPTED AND AGREED: City FDate: t er Solutions,Inc. By- Vendor- Bu�cihd%ff Mic I onovan By: DanaBurehdoff(May 202211:54CDT) residen Name: Dana Burghdoff Title: Assistant City Manager Q 6 2 Date: CITY OF FORT NORTH INTERNAL ROUTING PROCESS: Approval Recommended: Contract Compliance MA�er: By signing I acknowledge that I am the person responsible for the monitoring and administration CLc��st i Harder of this contract,including ensuring an Christopher 4arder(May 2,202208:43CDT) p erformance and reporting requirements. Name: Christopher Harder,P.E. Title: WaterDepartmentDirector By. Approved as to Form and Legality. Name: Patty W Isom �^��^///�n����,��,/// Title: Contract ervices Administrator By: 71ack(May 3.202211:35CDT) City Secretary: OTC°FDR ��' Name: Douglas W_Black gA . o ° G� 0 Title: Senior Assistant City Attorney 0 o° ° ° o��dd .7GI6161���� C7000�Gr�G P. o o z� By: Jan nette S.Good al I(May 4,202209:29 CDT) *o oiC ° ° o° Af Contract Authorization: Name: Jannette S.Goodall d� r000000 ab M&C: 22-0110 Title: City Secretary 11295 FORM: 202240840257 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 10 of 13 EXHIBIT A SCOPE OF SERVICES 1.0 INTENT The intent of this RFP and resulting contract is for the replacement of a BAS,preventative maintenance and repair. 2.0 ACRONYMS.ABBREVIATIQNS.AND DEFINITIONS 2.1 AHU: Air Handling Unit 2.2 BAS: Building Automation System 2.3 DDC: Digital Direct Controls 2A EF: Exhaust Fans 2.5 EPA Environmental Protection Agency 2.6 FPB: Fan Powered Box 2.7 SMA: Software Maintenance Agreement .2.8 TCEQ: Texas Commission on Environmental Quality 2.9 VAV: Variable Air Volume 3.0 INET7: 3.0 BACKGROUND The Laboratory Building Automation System(BAS)located at 2600 SE Loop 320 was originally installed when the building was first built in 1995. The system is used to control the healing and cocling. This system especially the mechanical and electronic parts have reached and is reaching the end of useable life and are becoming obsolete. Each laboratory room is controlled by a Variable Air Volume(VAV)box which either suppfes heated or cooled air to maintain temperature and airflow. There are two air handier units that provide air flow to the building using air cooled by a York-chiller with two screw type compressors. A boiler provides heated water for the building and the heat exchangers.and fans provide heated air to the rooms when needed. The current system utilizes'INE 17,a proprietary software.The building functions are all controlled and monitored by the INET software system where all the settings are programmed and maintained. There are three main circuits in this setup.One for each of the air handier units and one for the individual room and various global settings. Various rooms within the building must be securely maintained at certain temperature levels for laboratory analysis. This is to ensure the laboratory can analyze various analytes for Surface, Ground,Drinking,Reclaim,Storm Water Runoff,and Wastewater. The analytical processes are linked to various projects for Water and Wastewater,process control for the City of Fort Worth Water and Wastewater Treatment Plants,Permits and Regulatory Requirements set by the EPA and TCEQ. 4.0 SUPPLIER QUALIFICATiONSIREQUIREMENTS Comply 4.1 Supplier shall currently be providing and servicing building automation systems and have been doing so,no less than the last ten(10)consecutive years. Comply 4.2 Supplier is not required to be within City Urnits. If located outside of Tarrant County, please provide nearest business address with bid submittal. RFP No.22-0002 Building-Automation System,Preventative Maintenance and Repair,Page 11 of 23 5.0 BUILDING AUTOMATION SYSTEM REQUIREMENTS 5.1 Supplier shall provide BACnet based open protocol BAS and shall Include the following: 5.1.1 Hardware and Software 5.1.1,1 Distech EC-BOS-8(Tridium.IACE)or equivalent,preference is non- proprietary 5.1.1.2 IP-based building level controller network 5.1.1.3 BACnet1IP field level controller network 5.1.1.4 The software must be Windows 10 compatible 5.1.1.5 The software must be a 64-bit application for future upgradeability 5.1.1.6 Free Upgrades of the software,when applicable 5.1.1.7 The instrument software must include self-diagnostic functions 5.1.1.8 Ethernet IP drops shall be provided and installed by the Citfs Water IT and coordinated with the Supplier 5.12 Features 6.1.2.1 Complete graphical representation of all controlled equipment 5.1.2.2 3-D Floor Plan renders with ductwork and thermal layer overlays 5.12.3 Multi-Device and Responsive Cross-Platform Web Interface(HTMI5) 5.1.2.4 Alarm and alert monitoring with remote notification via,email or SMS 5.12.5 Real-Time data trending and collection history visualization 5.1.2.6 Control system engineering,wiring,installation,and startup 5.12.7 Optimized energy efficient sequence programming 5.12.8 SAS control shop drawings and product submittals 5.1.3 Controlled Equipment 5.1.3.1 Supplier shall provide complete front-end control interface for all Controlled Equipment including: 5.1.3.1.1 Dynamic graphical representation of equipment 5.1.3.1.2 Analog point data trending(1 5-minute interval)with One (1)week rollover capacity 5.1.3.1.3 Digital point data trending(COV)with One(1)week rollover capacity RFP No.22-0002 Building Automation System,Preventative Maintenance and Repair,Page 12 of 23 t 5.1.3.1.4 Alarms IAlerts for all Critical Equipment and any User- Defined criteria 5.1.4 Air Handling Unit(AHED)—The laboratory has a two(2)units. 5.1.4.1 Supplier shall provide wiring,DDC controller and sensors for AHU including but not Iimited to: 5.1.4.1.1 BACnetllP controller with integral damper actuator (factory installed) 5.1.4.1.2 Open protocol Direct Digital Controls microprocessor controller 5.1.4.1.3 Supply Air Temperature 5.1.4.1.4 Return Air Temperature 5.1 A.1.6 Outside Air Temperature 5.1.4.1.6 Mixed Air Temperature 5.1.4.1.7 Supply Air Relative Humidity 5.1.4.1.8 Return Air Relative Humidity 5.1A.1.9 Outside Air Relative Humidity 5.1.4.1.11) Supply Air Static Pressure 5.1.4.1.11 Outside Air Flow 5.1.4.1.12 Supply Air Flow 5AA.1.13 Filter Differential Pressure 5.1.4.1.14 Temperature Low Limit Switch(Freezestat) 5.1.4.1.15 High Static Switch 5.1.4.1.16 Supply Fan Command,Speed and Status 5-1.4.1.17 Smoke Detector Status 5.1.4.1.1 B Chilled Water Control Valve 5.1.4.1.18.1 Supplier will provide a new actuator. 5.1.4.1.18.2 Supplier v%ijl[replace valve body as needed. 5.1.4.1 19 Heating Water Control Valve 5.1.4.1.19.1 Supplier will provide a new actuator. RFP No.22-0002 Building Automation System,Preventative Maintenance and Repair,Page 13 of 23 5:1.4.1.19.2 Supplier will replace valve body as needed. 5.1-4-1.20 Outside Air Damper Position 5.1.4.1.20.1 Supplier will provide a new actuator- Return Air Damper Position 5.1 A.1.21.1 Supplier will provide a new actuator. 5.1.4.122 Scheduling and set points adjustable through BAS 5.1.5 Hot Water System—The laboratory has a boller- 5.1-5.1 BACnet IP controller 5.1.52 Boiler Status 5.1-5.3 Boiler Command(Enable/Disable) 5.1.5.4 Boiler Return Temperature 5.1-5.5 Boiler Supply Temperature 5.1.5.6 Boiler Isolation Valve(Open/Close) 5.1.5-7 Hot Water Return Temperature 5.1-5.8 Hot Water Supply Temperature 5.1.5.9 Heating Water Flow 5.1.5.10 Heating Water Pump Status(ONOf) 5.1-5.11 Heating Water Pump Speed(%) 5-1.5.12 Heating Water Pump Reference Speed(°/a) 5.1.5.13 Hearing Water Pump Alarm 5.1.5.14 Heating Water Pump Fault b_1.5.15 Scheduling and set point adjustable through BAS Cons ZAY 5.1.6 Exhaust Fans(EF)—The laboratory has nine(9). 5.1.6.1 Supplier shall provide wiring,DDC controller and sensors for EF including but not limited to: I 5.1.6.1.1 BACnet/IP controller with integrated Hand-tiff-Auto local operator interface i 5.1.6.1.2 Fans Start(Stop Fan Status 5.1.6.1.3 Scheduling adjustable through BAS RFP No.22-0002 Building Automation System,Preventative Maintenance and Repair,Page 14 of,23 5.1.7 Fan Powered Box(FPB)—The laboratory has 36. { 5.1.7.1 Supplier shall provide wiring,DDC controller and sensors for FPB unit including but not limited to: 5.1.7.1.1 BACnet/1P controller with integral damper actuator (factory installed) 5.1.7.2.1 24V transformer supplied and installed by VAV manufacturer(line voltage provided by others) 5.1.7.2.3 Smart Vue Zone Temperature Sensor with Adjustable Set Point,Timed Override,LCD Backlight display, Password protected.Air Balancing Capabilities, - Occupancy Sensor 5.1.7.2.4 VAV Box Airflow 5.1.725 VAV Box Damper 5.1.7.2.6 Hot water re-heat 5.1.7.2-6.1 Supplier will provide a new actuator. 5.1.7.2.6.2 Supplier will replace valve body as needed_ , 5.1.7.2.7 Discharge Air Temperature Sensor 5.1.7.2.8 Supply Fan Command,Speed and Status Scheduling and set points adjustable through$AS Comply 5.1.8 Miscellaneous 5:L8.1 Supplier to provide wiring,DDC controller and sensors for. Outside Air Temperature and Humidity Sensor I 5'A.82 Awarded Supplier shall include the pricing for parts that may need to be replaced and not included in the overall pricing,i.e.Vaive Body, Dampers. Comply 6.1.9 Training 5_'(_9:1 Supplier shall provide at a minimum,four(4)hours of scheduled training sessions. 5.1_92 Supplier shall provide complete user guides and IOM's(hard and soft copies). Comply 5.-i.2a Warranty and Support—Supplier shall: 5.120.1 provide a minimum of eighteen(18)month software maintenance agreement(SMA) RFP No.22-0002 Building Automation System,Preventative Maintenance and Repair,Page 15 of 23 5.i.202 provide a minimum of a one(1)year warranty on parts and workmanship 5.1.20.3 provide 24f7 Response and Oh-site withln 24 hours 5.1.20.4 provide unlimited remote support 5.1.20.5 provide full on-site warrarty on parts,labor and travel expense 5.120.6 provide an Official Warranty Statement with their bid submittal. 5.1.20.6.1 The warranty must not have any(imitations. 5.120.62 In addition to any other warranties in this contracd,the Supplier warrants that all work and products shipped under this agreement conforms to the agreement requirements and is free from any defect in workmanship, equipment,material or design furnished by the Supplier. 5_1.20.7 repair or replace promptly,on a one-far-one basis without additional cost to the City of Fort Worth,for.-4 defective work and products. The City defines`prompt`repair or replacement to be within twen4l€our(24)hours after nowcation by authorized City personnel. Comply 5.121 installation 5.11.21.1 Supplier must complete installation within six(6)months of receiving a CFVV purchase order. 5.1.212 All low voltage control wiring shall be installed according to local codes and regulations in plenum-rated cable without conduit in concealed accessible locations. I 5.121-3 All valves,dampers,flow stations,flow meters, BTU meters, thermal wells, pressure taps,and copper tubing will be installed by mechanical contractor. 5.1.21.4 Ail work shall be completed during normal business•hours, Monday through Friday,8AM-5PM. 5.1,21.5 AU equipment network interfaces shall be provided by equipment manufacturerand integrated into BAS by the Supplier_ 5.1,21.6 Upon completion of installation and successful testing of BAS, Supplier shall submit invoice-for processing of payment- 6.0 SUBCONTRACTiNG Comply 6A Supplier will not assign or subcontract any or all of its rights or responsibilities under this Agreement without the prior written approval of the City.Any purported assignments without such approval will be a breach of this Agreement and void is all respects. RFP No.22-0002 Building Automation System,Preventative Maintenance and Repair, Page 16 of23 7.0 SERVICE CONTRACT,EQUIPMENT PREVENTATIVE MAINTENANCE AND REPAIRS 7.1 Supplier shall provide a five(5)year all-inclusive pricing for onsite annual preventative maintenance and repair to include parts,labor and travel expense. 7.2 Supplier shall provide information explaining in detail the preventative maintenance agreement with bid submittal. I RFP No.22-0002 Building Automation System,Preventative Maintenance and Repair,Page 97 of 23 i EXHIBIT B COST SCHEDULE SUMMARY All pricing shall be submitted in a separate seal envelope labeled`Pricing"with your proposal. Only the items below will be used for evaluating cost.If additional cost are required,please submit an itemized list on a separate document. Item# Item Description UOM Quantity Cost I Building Automation EA System(BSA) $97,247.05 2 Installation of SAS EA 1 $34,982.50 3 Five year all- EA 1 inclusive onsite $10,825.01 annual preventative maintenance and repair (includes parts, labor and travel expense). $143,054.56 Total cost I RFP No.22-0002 Building Automation System,Preventative Maintenance and Repair,Page 18 of 23 CONFLICT OF INTEREST QUESTIONNAIRE FORllili CYO For vendor doing business with local governmental entity This questionnaire reflects changes made to the Iaw by H.S.23,Sdth Leg.,Regular Session. OFFICEUSEONLY This questionnWre is being filed in accordance with Chapter 176,Local Government Code,by a vendor who Data Racaived has a business relationship as defined by Section 176.001(1-a)with a local governmental entity and the vendor meets requirements under Section 1713.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of fads that require the statement to be filed, See Section 176.006(a-1),Local Government Code. A vendor commits an offense if the vendor knowingly violates Section A 76.006,Local Government Code.An offense under this section is a misdemeanor. !J Name of vendor who has a business refatlonshipwiih local govensmentalentity. Heat Transfer Solutions(HTS)Texas 2 Check this box if you are filing an update to a previously filed questionnaire.(Tire law requires brat you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) s Name of local government officerabout whom the information is being disclosed. rtr� Name of Officer AJ Describe each employment or other business relationship with the local government officer,or a family member of the officer,as described by Section 176.003(a)(2)(A).Also describe any family relationship with the local government officer. Complete subparlsAand B for each employment orbusiness relationship described.Attach additional pagesfothisForm CIO as necessary. r A. is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income,from the vendor? NA 0 Yes M No B. Is the vendor receiving or rkely to receive taxable income,other than investment income,from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local goveminental entity? NA Lief Yes F0 No $ Describe each employment or business relationship thatthe vendor named In Section 1 maintainswitha corporation or other business entity with respect to which the local government officer serves as an officer or director,or holds an ownership interest of one percent or more- None ff r Checkthis box rT the vendor has given the local government officer or afamily memberof the officer one ormor;r gifts Lug as described in Section 176.003(a)(2)(B),excludng gifts described in Section 176A03(a-1). 7 11=12021 SkMature of vendor doir74,tLj5VeSS with the governmental ently pate Form provided by Texas Ethics Commission wwmethics-state.fx.us Revised 7/1/2021 M&C:review Page I of 2 Official site of the City of Fort Worth,Texas CM COUNCIL AGENDA FORTIVoRm Create New From This M&C DATE: ti22124 REFERENCE 0 M0&C 22- 13P22-0002 BUILDING LOG NAME- AUTOMATION SYSTEM CC WATER CODE. P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (CD 8)Authorize Execution of an One-Time Purchase of a Building Automation System and a Five Year Preventative Maintenance and Repair Agreement with Heat Transfer Solutions in an Amount Up to$143,054.56 for the Water Department RECOMMENDATION: It is recommended that the City Council authorize execution of an one-time purchase of a building automation system and a five year preventative maintenance and repair agreement with Heat Transfer Solutions in an amount up to$143,054.56 for the Water Department. DISCUSSION: The Water Department approached the Purchasing Division to procure a Building Automation System (BAS)and a preventative maintenance and repair agreement.The system will replace the Laboratory BAS located at 2600 SE Loop 820 and will be used to control the heating and cooling in the building. The Request for Proposal (RFP) consisted of detailed specifications regarding the system requirements and bidder qualifications.The RFP was advertised in the Fort Worth Star-Telegram on October 27, 2021, November 3,202,1,November 10, 2021, November 17,2021, November 24, 2021 and December 1,2021.The City received 3 proposals. Proposals were evaluated on best value criteria including the proposer's qualifications and capabilities, references,and ability to meet the Ciity's technical requirements. Staff from the Water Department evaluated the proposals submitted and recommend awarding an one-time purchase of a building automation system and a five year preventative maintenance and repair agreement with Heat Transfer Solutions. No guarantee was made that a specific amount of these services will be purchased. Funding is budgeted in the Capital Out-Equipment account of the Water&Wastewater Public Utility Department's Water&Sewer Capital Projects Fund for the purpose of funding the Water FY20 Non- Fleet Equipment Purchase project_ Office of Business Diversity-A waiver of the goal for MNUBE subcontracting requirements is approved by the Diversity and Inclusion Department,'in accordance with Ordinance No.225165-10-2021 (the Business Equity Ordinance), because the application of the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. In addition, an administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. Upon City Council approval, this agreement shall begin upon execution. FISCAL INFORMATIONICERTIFICATiON: The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the W&S Capital Projects Fund for the Sewer FY20 Non-Fleet Eqmt Pur and Water FY20 Non-Fleet Eqmt Pur projects to support the approval of the above recommendation and execution of the agreement. Priorto any expenditure being incurred,the Water Department has the httpJ/apps.crwnet-org/coimcil_packeVmc review.asp?ID--29662&councildate=2/22I2022 2/28/2022 M&C Review Page 2 of 2 responsibility to validate the availability of funds_ 13QNXI TO `Fund Department Account Project Program Activity Budget ID Reference# Amount Year Chartfietd 2 FRONT Fund Department Account � Project Program Activity Budget Reference# Amaurrt ID ID Year Cha�eld 2 Submitted for City Managers Office by: Reginald Zeno(8517) Dana Burghdoff(8018) Originating Denartrnent Head- Anthony Rousseau(8338) Chris Harder(5020) Additional Information Contact: Cynthia Garcia(8525) Cristina Camarillo(8355) ATTACHMENTS 13P22-0002 BUILDING AUTOMATION SYSTEM CC WATER funds availabili d€ (CFw, Intemal) 22-0002 Waiver pdf W Intemal) Blank FIDS table.xlsx (CFW Intemal) Form 1.295 Certificate 100862058 COF 22-0002 pdf (CFW internal) SAMs Report 12-30-2021 pdf (CFVtf Intemal} http//apps.cfwnet.org/counc,1 packet/mc review asp?IA=29662&couacildate=2/22/2022 2/28/2022 POLICY NUMBER:TB7-Z11-C1 H61\16-031 COMMERCIAL GENERAL LIABILITY CG 20 3712 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A. Section 11 — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for "bodily injury' or If coverage provided to the additional insured is 1.property damage" caused, in whole or in part, by required by a contract or agreement, the most we your work" at the location designated and will pay on behalf of the additional insured is the described in the Schedule of this endorsement amount of insurance: performed for that additional insured and included in the"products-completed operations hazard". 1. Required by the contract or agreement;or However: 2. Available under the applicable limits of 1. The insurance afforded to such additional insurance; insured only applies to the extent permitted by whichever is less. law;and This endorsement shall not increase the applicable 2. If coverage provided to the additional insured is limits of insurance. required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations All persons or organizations who you are required to All locations as required by a written contract or name as Additional Insured per written contract or agreement entered into prior to an"occurrence"or agreement,prior to an"occurrence"or offense. offense. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. CG 20 37 12 19 ©Insurance Services Office, Inc.,2018 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 20 38 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS FOR OTHER PARTIES WHEN REQUIRED IN WRITTEN CONSTRUCTION AGREEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section If — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured: additional insureds, the following additional 1. Any person or organization for whom you are exclusions apply. performing operations when you and such This insurance does not apply to: person or organization have agreed in writing in 1. "Bodily injury', "property damage" or "personal a contract'or agreement that such person or and advertisin u organization be added as an additional insured 9 in J ry' arising out of the on your policy,and rendering of, or the failure to render, any professional architectural, engineering or 2. Any other person or organization you are surveying services,including: required to add as an additional insured under the contract or agreement described in a. The preparing, approving, or failing to Paragraph 1.above. prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders. Such person(s) or organization(s) is an additional change orders or drawings and insured only with respect to liability for "bodily specifications;or injury', "property damage" or "personal and b. Supervisory, inspection, architectural or advertising injury'caused,in whole or in part,by engineering activities. a. Your acts or omissions;or This exclusion applies even if the claims b. The acts or omissions of those acting on against any insured allege negligence or other your behalf; wrongdoing in the supervision, hiring, in the performance of your ongoing operations for employment, training or monitoring of others by the additional insured described in Paragraph 1. or that insured, if the "occurrence" which caused 2.above. the"bodily injury" or "property damage", or the However, the insurance afforded to such additional offense which caused the "personal and insured described above: advertising injury', involved the rendering of, or the failure to render, any professional a. Only applies to the extent permitted by law; architectural,engineering or surveying services. and 2. "Bodily injury' or "property damage" occurring b. Will not be broader than that which you are after required by the contract or agreement to a. All work, including materials, parts or provide for such additional insured. equipment furnished in connection with A person's or organization's status as an additional such work, on the project (other than insured under this endorsement ends when your service, maintenance or repairs) to be operations for the person or organization described performed by or on behalf of the additional in Paragraph 1.above are completed. insured(s) at the location of the covered operations has been completed;or CG 20 38 12 19 ©Insurance Services Office,Inc.,2018 Page 1 of 2 b. That portion of"your work" out of which the 2. Available under the applicable limits of injury or damage arises has been put to its insurance; intended use by any person or organization whichever is less. other than another contractor or subcontractor engaged in performing This endorsement shall not increase the applicable operations for a principal as a part of the limits of insurance. same project. C. With respect to the insurance afforded to these additional insureds, the following is added to Section Ili—Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement described in Paragraph A.1.;or Page 2 of 2 ©Insurance Services Office, Inc.,2018 CG 20 38 1219