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HomeMy WebLinkAboutContract 57636 City Secretary Contract No. 57636 FORTWORTH NON-EXCLUSIVE HVAC 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,acting by and through its duly authorized Assistant City Manager, and Johnson Controls, Inc., a Texas HVAC Repair, Maintenance, and inspection company, and acting by and through its duly authorized representative, each individually referred to as a"party" and collectively referred to as the "parties." WHEREAS, through ITB 22-0055 the City solicited bids to award non-exclusive services agreements to multiple bidders for Heating Ventilation and Air Conditioner Repair, Maintenance, and Inspection services on an as-needed basis in the City with an aggregate amount of $4.041,911.50 for contracts awarded to the successful bidders; 1. Scope of Services.HVAC repair,maintenance,and inspection("Services"),which are set forth in more detail in Exhibit"A,"attached hereto and incorporated herein for all purposes. 2. Term. This Agreement begins on May 11, 2022 ("Effective Date") and expires on May 10,2023 ("Expiration Date"),unless terminated earlier in accordance with this Agreement("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four one-year renewal option(s)(each a"Renewal Term"). 3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Vendor understands that the aggregate amount of all contracts awarded to all Vendors based on ITB 22-0055 shall be no greater than four million forty-one thousand nine hundred eleven dollars and fifty cents ($4,041,911.50). The City makes no promise or guarantee of the total amount of work that will be assigned to Vendor under this Agreement. 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. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days'written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. OFFICIAL RECORD Non-Exclusive HVAC Vendor Services Agreement Page 1 of 33 CITY SECRETARY FT. WORTH, TX 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will 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 will 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 will 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 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 Vendor.It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access.Vendor must 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 must 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 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, 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 Non-Exclusive HVAC Vendor Services Agreement Page 2 of 33 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 subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City,its officers,agents,servants and employees,and Vendor,its officers,agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors 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,contractors, or contractors. 8. Liability and Indemnification. 8.1 LIABILITY- VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR EITHER PROPERTYDAMAGE OR LOSS(INCL UDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/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,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement,it being understood that this agreement to defend,settle or pay will not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor will 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 will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City will have the sole 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,Vendor will fully participate and cooperate Non-Exclusive HVAC Vendor Services Agreement Page 3 of 33 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 will 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 will, 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 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 will be liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract,the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000- Aggregate (b) Automobile Liability: $1,000,000- Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle"will be any vehicle owned,hired and non-owned. Non-Exclusive HVAC Vendor Services Agreement Page 4 of 33 (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are 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 (d) Professional Liability(Errors&Omissions): ❑Applicable❑N/A $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 must 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 must be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear.The term City includes its employees,officers,officials,agents,and volunteers in respect to the contracted 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 will be acceptable in the event of non-payment of premium.Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas.All insurers must have a minimum rating of A-VII in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required,written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. Non-Exclusive HVAC Vendor Services Agreement Page 5 of 33 (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws,Ordinances,Rules and Resiulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances,rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors,subcontractors,and successors in interest,as part of the consideration herein,agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement 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 parry by United States Mail,registered,return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth Johnson Controls,Inc. Attn:Assistant City Manager Brian W Johns, Service Manager 200 Texas Street 800 Railhead Road Suite 304 Fort Worth,TX 76102-6314 Fort Worth,Texas 76106 Facsimile: (817)392-8654 Facsimile:N/A With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Employees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination,solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing,this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. Non-Exclusive HVAC Vendor Services Agreement Page 6 of 33 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 does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law/Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action,whether real or asserted,at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. Severabilitp. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. 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; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems;restraints or prohibitions by any court,board, department,commission,or agency of the United States or of any States;civil disturbances;other national or regional emergencies;or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected(collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only,will not be deemed a part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or Exhibits A,B,and C. 22. 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. 23. 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. 24. 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 Non-Exclusive HVAC Vendor Services Agreement Page 7 of 33 option, Vendor will either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services.VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS.City,upon written notice to Vendor,will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers,procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City will 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 will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first).Each copyrightable aspect of the Work Product will 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. 27. Sisnature Authority. The person signing this Agreement hereby warrants that they have 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.Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Chan2e in Company Name or Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records.The president of Vendor or authorized official must sign the letter.A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 29. 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 2271 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" Non-Exclusive HVAC Vendor Services Agreement Page 8 of 33 and"company"has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement,Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 30. Prohibition on Boycotting Energy Companies.Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full- time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies;and(2)will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)does not boycott energy companies;and(2)will not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries.Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1,the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,Vendor certifies that Vendor's signature provides written verification to the City that Vendor:(1)does not have a practice,policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and(2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 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. 33. Entirety of Agreement. This Agreement 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. (signature page follows) Non-Exclusive HVAC Vendor Services Agreement Page 9 of 33 Non-Exclusive HVAC Vendor Services Agreement Page 10 of 33 IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person Da ng&rghdoff responsible for the monitoring and administration of By: Dana Burghdoff(Tun 1,2022 06:55 CDT) this contract,including ensuring all performance and Name: Dana Burghdoff reporting requirements. Title: Assistant City Manager Date: 520 '`tom H Smear By: Alan H.Shuror(May 23,202209:54 CDT) Name: Alan Shuror APPROVAL RECOMMENDED: Title: Property Management Assistant Director APPROVED AS TO FORM AND LEGALITY: S.By. s,n�� ct tre� ,�"ai ama n•aa rnr) Name: Steve Cooke Title: Property Management Director By: Name: Jeremy Anato-Mensah ATTEST: Title: Assistant City Attorney CONTRACT AUTHORIZATION: �7G�l1/lGtt�c) C7000�GZGL M&C: 22-0331 By: Jannette S.Goodall(Jun 1,202221:31 HST) Form 1295.2022-861069 Name: Jannette S. Goodall ,davnRp� Title: City Secretary oar FOR?�aa �OF°°°°°°°°°Ay °�a °°�$-1 °Z°°A 0 a60 5p°°°°° VENDOR: d .Y ��nEXA oa o s, By: Name: Brian Joh s Title: Service Manager Date: 5-7-22 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Non-Exclusive HVAC Vendor Services Agreement Page 11 of 33 City Secretary Contract No. Click or top here to enter text. EXHIBIT A SCOPE OF SERVICES 1.0 DEFINITIONS 1.1 Department Contract Manager-shall be a City of Fort Worth employee assigned to manage the compliance, oversight,and/or administration of the contract or project for their department of employment. 1.2 Designee-shall be a City of Fort Worth employee assigned by the Department Contract Compliance Manager to assist with the compliance,oversight, and/or administration of the contract or project for their department of employment. 1.3 Quarterly Maintenance-maintenance completed on a quarterly basis in accordance with the City's fiscal year. 1.4 Specialty Equipment—shall consist of cranes, scissor lifts, or any other aerial equipment required 1.5 Expedited Repair Service—anytime a chiller system is operating at half capacity; services that address a threat to public safety,health or real property; and, includes restoration of services following a catastrophic event,theft, intentional or accidental damage. Expedited requests require a four(4)hours response time. 1.6 VSD Unit-Variable Speed Drive Unit 2.0 CONTRACTOR RESPONSIBILITIES 2.1 The Contractor shall,during all periods of contract performance,provide competent supervision of his employees to assure complete and satisfactory fulfillment of the work and the terms of this Contract.The Contractor or a capable,fully authorized representative must be immediately available during all work activities to receive any and all special instructions from the Purchasing Manager or designee. 2.2 This shall not cover new installations, any replacement requiring stamped drawings or boiler systems. 2.3 All service,regular and special, shall be rendered at such times and in such a manner that will results in minimum interference with the normal facility operations. 2.4 Contractor shall be responsible for ensuring work is inspected by proper officials upon completion. 2.5 Contractor shall perform three(3)maintenance inspections and one(1) annual inspection. 2.6 Contractor shall be available 24 hours a day,365 days a year for repair services. 2.7 Contractor shall invoice the City over twelve(12)months for the cost of the Quarterly Maintenance Inspections and Annual Inspection. Vendor Services Agreement Page 12 of 33 2.8 Upon award the Contractor shall be responsible for obtaining any required permits in the performance of the work. 2.8.1 Permits cost markups will not be permitted. 2.8.2 Ability to obtain proper permits can be found by registering as a contractor and submitting the required documents found at hMs•//www fortworthtexass.gov/departments/developmentservices/Qermits/contractorre igistrat ion?BestBetMatch=contract%20registration%20numberla720ba43-6954- 4033-b 1 ac-a72478fc 15dclf3d8342e-e792-4add-b724-7420243aa350len-US 2.8.3 Contractor shall submit a Contractor Registration Number provided by the City of Fort Worth or a copy of the application for a new Contractor or a renewal application. 2.9 The Contractor must be thoroughly familiar with all prevailing safety measures pertinent to its operations.This shall include,but not necessarily be limited to Environmental Health Agency(EPA)regulations,Fort Worth City Ordinances,and Occupational Safety and Health Agency(OSHA) regulations.In addition,the Contractor shall be wholly responsible for instructing its employees in these safety measures and seeing that they are fully complied with in every respect. 2.10 The Contractor's employees are required to wear an identification badge, at all times while performing work under this agreement. 2.10.1 There may be times when the requesting department will issue City Contractor I.D.badges for the Contractor's employees. The I.D. badges shall be surrendered to the department representative upon the completion of each project. 2.11 The Contractor shall at no time permit placing or use of equipment in such manner as to block traffic lanes or to create safety hazards. Contractor personnel shall provide appropriate warning devices when necessary and cooperate in the fullest in allowing through passage of other vehicles and personnel, even to the point of interrupting their own work, if necessary. 2.12 Contractors should be aware of the highly corrosive effects of hydrogen sulfide that is present at some City jobsites.Contractor shall provide an oil analysis and corrosion resistant protective coatings where needed on City HVAC equipment as a part of any repairs or maintenance. 2.13 The Contractor shall be wholly responsible for and shall promptly correct or restore all defective Work or damages to any/all City facilities caused by its activities.Restoration and correction shall be to the complete satisfaction of the City.This shall apply to any part of a building,its appurtenances,the adjacent grounds,or any other tangible damage incurred in the performance of the Contract. Failure by the Contractor to proceed promptly with corrective actions may be cause for cancellation of this Contract with amount(s) necessary to correct defective work and/or damage being withheld from payments due or to become due to the Contractor. 2.13.1 Contractor shall be responsible for any defects in the project due to faulty materials and workmanship,or both,for a period of one year from date of final acceptance of this project by the City and will be required to Non-Exclusive HVAC Vendor Services Agreement Page 13 of 33 replace at his/her expense any part or the entire project which becomes defective due to these causes 2.14 The Contractor shall keep the premise free at all times from accumulation of waste materials or rubbish.At the completion of the work,the Contractor shall remove all waste and rubbish from and about the work area, as well as tools,equipment and surplus materials, and shall leave the area as clean and as free of spots,stains,etc., as before the work was undertaken. 2.15 Contractor shall comply with all applicable federal, state, and local laws, ordinances,rules,and regulations pertaining to the performance of the work specified herein even if they come into effect after the start of this agreement.All mandates requiring the City to comply with new guidelines will also require the City Contractors to comply. 2.16 Failure of the City to insist in any one or more instances upon performance of any of the terms and conditions of this contract shall not be construed as a waiver or relinquishment of the future performance of any terms and conditions,but the Contractor's obligation with respect to such performance shall continue in full force and effect. 3.0 MAINTENANCEINSPECTIONS 3.1 Chiller Systems 3.1.1 Contractor shall complete quarterly inspections in the following manner: 3.1.1.1 Quarter 1 (October—December) 3.1.1.1.1 Contractor shall work with the City building engineer on chiller machine operations 3.1.1.1.2 Contractor shall investigate any problems noted by City building engineer 3.1.1.1.3 Contractor shall test run each chiller and record all readings 3.1.1.1.4 Contractor shall determine purge rate 3.1.1.1.5 Contractor shall compare readings to baselines readings 3.1.1.2 Quarter 2(January—March) 3.1.1.2.1 Contractor shall work with the City building engineer on chiller machine operations 3.1.1.2.2 Contractor shall investigate any problems noted by City building engineer 3.1.1.2.3 Contractor shall pull oil samples for lab testing 3.1.1.2.4 Contractor shall test run each chiller and record all readings Non-Exclusive HVAC Vendor Services Agreement Page 14 of 33 3.1.1.2.5 Contractor shall determine purge rate 3.1.1.2.6 Contractor shall compare readings to baselines readings 3.1.1.2.7 Quarter 3 (April—June) 3.1.1.2.8 Contractor shall work with the City building engineer on chiller machine operations 3.1.1.2.9 Contractor shall investigate any problems noted by City building engineer 3.1.1.2.10 Contractor shall test run each chiller and record all readings 3.1.1.2.11 Contractor shall determine purge rate 3.1.1.2.12 Contractor shall compare readings to baselines readings from previous annual inspection 3.1.2 Contractor shall advise City building engineer of chiller machine performance immediately following inspections 3.1.3 Contractor shall provide a detailed report of inspection within five(5)business days of completed inspection with recommendations on resolving any issues found during inspections. 3.1.4 Contractor shall perform maintenance inspections during regular working hours, 8:00 A.M to 5:00 P.M Monday—Friday 4.2 HVAC Systems 4.2.1 Maintenance Inspections shall be completed on an as needed basis. 4.2.2 Contractor shall perform the following: 4.2.2.1 Clean condenser coils 4.2.2.2 Check and/or clean evaporator coils 4.2.2.3 Check and or clean drain pans 4.2.2.4 Blow out drain lines 4.2.2.5 Check and record refrigerant pressures(circuit 1 and 2) 4.2.2.6 Check and record leaving and entering air temperatures of evaporators 4.2.2.7 Check and replace belts as needed Non-Exclusive HVAC Vendor Services Agreement Page 15 of 33 4.2.2.8 Check and replace pulleys as needed 4.2.2.9 Check condenser fan and record amperage 4.2.2.10 Check compressor and record amperage on all circuits 4.2.2.11 Check indoor blower wheels and clean as needed 4.2.2.12 Check operation of unit and thermostats ensure all stages are working 4.2.2.13 Check compressor contactors 4.2.2.14 Clean grills as needed 4.2.2.15 Oil motors as needed 4.3 Cooling Tower Systems 4.3.1 Maintenance Inspections shall be completed on an as needed basis. 4.3.2 Contractor shall perform the following 4.3.2.1 General inspection of mechanical features—motor, fan and drive mechanism 4.3.2.2 General inspection of makeup valve(if equipped) 4.3.2.3 General inspection for unusual noise and/or vibration 4.3.2.4 Inspect and clean air inlet 4.3.2.5 Inspect and clean PVC drift eliminator 4.3.2.6 Inspect and clean distribution basin 4.3.2.7 Inspect and clean fan motor exterior 4.3.2.8 Inspect the Gear Reducer Drive(if equipped),per manufacturer's specifications,for 4.3.2.8.1 Oil leaks 4.3.2.8.2 Oil Levels 4.3.2.9 Inspect the Lube Lines for leaks in hoses or fittings 4.3.2.10 Operate motor at least 3 hours 4.3.2.11 Inspect the Marley Horizontal Control(HQ Valves(if equipped) Non-Exclusive HVAC Vendor Services Agreement Page 16 of 33 4.3.2.12 Change Gear Reducer Valve oil per manufacturer's specifications 4.3.2.13 Open vent in Gear Reducer Valve 4.3.2.14 Check Gear Reducer Valve driveshaft, coupling bushings, or flex element for unusual wear 4.3.2.15 Lubricate belt drive fan shaft 4.3.2.16 Check drive belt tension and condition 4.3.2.17 Check and tighten fan blade and hub fasteners per manufacturer's specifications 4.3.2.18 Check fan cylinder for loose fasteners per manufacturer's specifications 4.3.2.19 Inspect and clean basin heater sensor 4.3.2.20 Inspect and tighten all structure fasteners 4.4 Walk-in Coolers 4.4.1 Maintenance Inspections shall be completed on an as needed basis per the Manufacture's specifications. 4.4.2 Contractor shall perform the following: 4.4.2.1 Visual inspection 4.4.2.2 Clean evaporator coils 4.4.2.3 Check operation of all fans 4.4.2.4 Inspect electrical wiring and components 4.4.2.5 Check refrigeration cycle 5.0 ANNUAL INSPECTIONS 5.1 Chiller Systems 5.1.1 Annual inspections shall begin in July and be completed by September 15t' 5.1.2 Contractor shall complete annual inspection in the following manner 5.1.2.1 Contractor shall work with the City building engineer on chiller machine operations 5.1.2.2 Contractor shall investigate any problems noted by City building engineer Non-Exclusive HVAC Vendor Services Agreement Page 17 of 33 5.1.2.3 Contractor shall change oil and oil filter 5.1.2.4 Contractor shall provide oil analysis on each chiller during the annual inspection 5.1.2.5 Contractor shall replace various filters and strainers for the purge system as well as the oil recovery circuit 5.1.2.6 Contractor shall remove one head on each chiller and brush condenser tubes. 5.1.2.7 Contractor shall remove one head on each VSD heat exchanger and brush heat exchanger tubes. 5.1.2.8 Inspect VSD units on each chiller,if applicable 5.1.2.9 Contractor shall start up each chiller and log for base line data for the owner's records 5.1.2.10 Contractor shall perform vibration analysis on each chiller during the test run, 5.1.2.10.1 If additional vibration testing is required, Contractor shall notify City building engineer prior to performing additional testing 5.1.2.11 Contractor shall determine purge rate 5.1.2.12 Contractor shall perform a leak test 5.1.2.13 Contractor shall check and test flow control switches and/or pressure differential switches 5.2 HVAC Systems 5.2.1 Annual Inspections shall be on an as needed basis. 5.2.2 Contractor shall perform the following: 5.2.2.1 Clean condenser coils 5.2.2.2 Check and/or clean evaporator coils 5.2.2.3 Check and or clean drain pans 5.2.2.4 Blow out drain lines 5.2.2.5 Check and record refrigerant pressures(circuit 1 and 2) 5.2.2.6 Check and record leaving and entering air temperatures of evaporators Non-Exclusive HVAC Vendor Services Agreement Page 18 of 33 5.2.2.7 Check and replace belts as needed 5.2.2.8 Check and replace pulleys as needed 5.2.2.9 Check condenser fan and record amperage 5.2.2.10 Check compressor and record amperage on all circuits 5.2.2.11 Check indoor blower wheels and clean as needed 5.2.2.12 Check operation of unit and thermostats ensure all stages are working 5.2.2.13 Check compressor contactors 5.2.2.14 Clean grills as needed 5.2.2.15 Oil motors as needed 5.2.2.16 Check heat exchanger 5.3 Cooling Tower Systems 5.3.1 Annual Inspections shall be on an as needed basis. 5.3.2 Contractor shall perform the following 5.3.2.1 General inspection of mechanical features—motor,fan and drive mechanism 5.3.2.2 General inspection of makeup valve(if equipped) 5.3.2.3 General inspection for unusual noise and/or vibration 5.3.2.4 Inspect and clean air inlet 5.3.2.5 Inspect and clean PVC drift eliminator 5.3.2.6 Inspect and clean distribution basin 5.3.2.7 Inspect and clean fan motor exterior 5.3.2.8 Inspect the Gear Reducer Drive(if equipped), per manufacturer's specifications,for 5.3.2.8.1 Oil leaks 5.3.2.8.2 Oil Levels 5.3.2.9 Inspect the Lube Lines for leaks in hoses or fittings Non-Exclusive HVAC Vendor Services Agreement Page 19 of 33 5.3.2.10 Operate motor at least 3 hours 5.3.2.11 Change Gear Reducer Valve oil per manufacturer's specifications 5.3.2.12 Open vent in Gear Reducer Valve 5.3.2.13 Check Gear Reducer Valve driveshaft, coupling bushings, or flex element for unusual wear 5.3.2.14 Lubricate belt drive fan shaft 5.3.2.15 Check drive belt tension and condition 5.3.2.16 Check and tighten fan blade and hub fasteners per manufacturer's specifications 5.3.2.17 Check fan cylinder for loose fasteners per manufacturer's specifications 5.3.2.18 Inspect and clean basin heater sensor 5.3.2.19 Inspect and tighten all structure fasteners 5.3.2.20 Check Basin heater for proper operation of temp/low water level sensor 5.4 Walk-in Coolers 5.4.1 Annual Inspections shall be on an as needed basis and completed per the manufacturer's specifications. 5.4.2 Contractor shall perform the following: 5.4.2.1 Visual inspection 5.4.2.2 Clean evaporator coils 5.4.2.3 Check operation of all fans 5.4.2.4 Inspect electrical wiring and components 5.4.2.5 Check refrigeration cycle 5.4.2.6 Submit an oil sample for analysis 5.4.2.7 Inspect suction accumulator(if equipped) 5.5 Contractor shall perform maintenance inspections during regular working hours, 8:00 A.M to 5:00 P.M Monday—Friday. Non-Exclusive HVAC Vendor Services Agreement Page 20 of 33 5.6 Contractor shall advise City building engineer of system performance immediately following inspections. 5.7 Contractor shall provide a detailed report of inspection within five(5)business days of completed inspection. 6.0 MAINTENANCE AND INSPECTION REPORTS 6.1 Contractor shall provide a detailed report of the maintenance and/or inspection performed to Department Contract Manager or designee within five(5)business days of completion of inspection 6.2 Contractor shall provide a written report to include,but not limited to: 6.2.1 Equipment performance 6.2.2 Necessary equipment repairs 6.2.3 Recommended improvements to equipment 6.2.3.1 All necessary equipment repairs and recommended improvements shall be submitted in a proposal form. 6.2.3.1.1 Contractor shall include the following information in the proposal 6.2.3.1.1.1 Description of work to be performed 6.2.3.1.1.2 Parts and/or products to be provided 6.2.3.1.1.3 Itemized estimate of materials including associated percentage mark-up 6.2.3.1.1.4 Itemized estimated of any equipment rental 6.2.3.1.1.5 Itemized labor costs including number of hours,pay rates and worker classifications 6.2.3.1.1.6 A timeline including proposed starts and completion dates 7.0 REPAIR SERVICES 7.1 Contractor shall perform all work necessary to ensure the proper function and operations of equipment provided of all chiller systems. 7.2 Contractor shall ensure all repairs,services and replacements are performed to meet the most recent,applicable codes,laws and regulations. 7.3 Contractor shall ensure all repairs,services and replacements are performed to meet the most recent industry standards. Non-Exclusive HVAC Vendor Services Agreement Page 21 of 33 7.4 Contractor shall understand that Contractor shall not begin work without a Purchase Order from the City. 7.5 Contractor shall identify repair(s)and/or equipment needed within eight(8)hours after arrival of the first authorized maintenance personnel with the following exceptions: 7.5.1 If additional parts are required from outside a 100-mile radius of the equipment location,then repair should be completed within 24 hours for emergencies and 72 hours for routine situations. 7.5.2 If a public utility is involved and does not respond in a timely manner, then repair must be completed within four (4) hours of the public utility fixing their problem. 7.5.3 Restoration of service following a catastrophic event such as fire, storms, earthquakes, theft, intentional or accidental damage, shall be on the same basis as an emergency interruption with around-the-clock effort until full service is restored. 7.6 In the event the Contractor needs to rent large equipment(crane, scissor lift, etc.)to perform the work. Contractor will notify the authorized employee in writing. 7.6.1 The City shall be obligated to pay the Contractor's actual cost for rental.Mark-ups will not be paid by the City. 8.0 EXPEDITED OR EMERGENCY REPAIR SERVICES 8.1 Contractor shall understand that the City may require the Contractor to respond to expedited or emergency service requests and require the Contractor to provide 24 hours service and respond to emergency calls. 8.2 Contractor shall understand the Department Contract Manager or designee shall have the sole and final authority in determining when services will be designated as an expedited or emergency request. 8.3 Contractor shall acknowledge an expedited request within two(2)hours or less and be onsite within four(4)hours unless otherwise approved or agreed upon by the Department Contract Manager or designee. The response time shall begin at the time the call was made and end at the time the appropriate Contractor's employee signs in at the work site. 8.4 Contractor shall understand that expedited response service may include after-hours, weekend and Holidays per Part 3, Section 10. 8.5 Contractor shall perform all work necessary to ensure the proper function and operations of equipment provided 8.6 Contractor shall notify Department Contract Manager or designee in writing in the event the Contractor needs to rent large equipment to perform work. 8.6.1 Equipment rental markups will not be permitted. 8.7 Contractor shall understand that emergency services are to be performed until full service has been restored Non-Exclusive HVAC Vendor Services Agreement Page 22 of 33 9.0 OTHER MISCELLANEOUS SERVICES 9.1 Contractor shall understand the City may request other related work or services that are not specified herein. 9.2 Contractor shall perform requested miscellaneous services after the Department Contract Manager or designee authorizes such service, in writing,by issuing a Purchase Order. 9.3 Contractor shall perform related services in accordance with all provisions of this Agreement 10.0 HOURS OF SERVICE 10.1 Regular hours shall be 8:00 A.M to 5:00 P.M Monday—Friday 10.2 After-hours shall be 5:01 P.M to 7:59 A.M Monday—Thursday 10.3 Weekend hours shall be 5:01 P.M to 7:59 A.M Friday—Monday 10.4 Holiday hours shall be all hours during any City Observed Holidays 10.4.1 New Year's Day 10.4.2 Martin Luther King Day 10.4.3 Memorial Day 10.4.4 Juneteenth 10.4.5 July 4h 10.4.6 Thanksgiving Thursday and the following Friday 10.4.7 Christmas 11.0 PARTS REQUIREMENTS 11.1 Contractor shall use parts and materials that are factory new,free of defects in materials and workmanship, compatible with existing materials of the equipment involved,and comply with all applicable laws, ordinances,rules,regulations, codes as approved by the City's Department Contract Manager or designee. 11.1.1 All parts and materials supplied under the agreement shall be new,unused,of recent manufacture,and suitable for its intended purpose. 11.2 Contractor shall deliver parts and materials to the worksite in sufficient quantity to allow for continuity of work. 11.3 Contractor shall use parts and materials that are new,unopened,and contained in well- marked packaging showing product and manufacturer's name.Damaged and unlabeled materials will not be accepted. 11.4 Contractor shall not dilute or reduce products. 11.5 Contractor shall be responsible for all parts,materials and products. 11.6 Contractor shall comply with all manufacturer's recommendations of parts,materials and products. Non-Exclusive HVAC Vendor Services Agreement Page 23 of 33 11.7 Contactor shall understand all City departments,through a Department Contract Compliance Managers or designee, are eligible to purchase HVAC equipment or parts and supplies from existing City-wide purchase agreements for electrical supplies and may be furnished by the City. 12.0 EQUIPMENT REQUIREMENTS 12.1 Contractor shall provide all equipment sufficient to adequately perform all services. If rental equipment is required,Contractor shall invoice for rental fees,no mark-up will be permitted. 12.2 Contractor shall make all equipment available to Contractor employees at all times 12.3 Contractor shall ensure all equipment is in good operating condition and meets or exceeds 12.4 OSHA industry standards 12.5 Contractor shall ensure that any motorized or mechanical equipment such as lifts,booms scaffolds,etc. shall be approved by the Department Contract Manager or designee prior to use.The City reserves the right to inspect equipment prior to use at City facilities 12.6 Contractor shall ensure any gasoline,natural gas, diesel or propane powered equipment shall be approved by the Department Contract Manager or designee prior to use. The City reserves the right to inspect equipment prior to use at City facilities 12.7 Contractor shall ensure that non-marking tires are cleaned prior to entry into a City facility. The City reserves the right to require a covering to be laid on the floor to protect the floor from equipment 12.8 Contractor shall be responsible for any damage resulting from burns,battery leaks, oil or hydraulic leaks,scrapes or scratches 12.9 Contractor shall understand the City may stop work at any time if inferior equipment (such as leaking solvents, safety risk, creating hazardous conditions, damaging City property, etc.)is in use by the Contractor. The City shall have the sole and final authority in determining if Contractor's equipment is inferior.The Contractor shall be responsible for any loss or damage to rented or owned equipment used while performing services under this. The Contractor shall not charge the City for expenses incurred by Contractor or its subcontractor for loss or damage to equipment or tools rented or Contractor owned equipment 13.0 DISPOSAL OF PARTS, PRODUCTS, MATERIALS,NON-HAZARDOUS AND HAZARDOUS MATERIALS 13.1 Contractor shall be responsible for handling,transporting and disposing of all material waste,oil and solvents in accordance with all applicable laws,rules and regulations so as to ensure the highest level of safety to the environment and public health at no additional cost to the City. 13.2 Contractor shall recycle all waste,scraps, as appropriate and account for with disposal receipts for verification. Non-Exclusive HVAC Vendor Services Agreement Page 24 of 33 13.3 Contractor shall be responsible for any hazardous materials brought to the site by the Contractor. 13.4 Contractor shall immediately notify the Department Contract Manager or designee of any suspected hazardous materials encountered before or during performance of work and shall take all necessary precautions to avoid further disturbance of the materials. The City will be responsible for any hazardous materials uncovered or revealed at the site which was not known, indicated or identified previously. 13.5 Contractor shall provide manifest ticket(s)for hazardous materials or other proof or proper disposal on request within ten(10)business days upon the request of the Department Contract Manager or designee. 14.0 CONTRACTOR LABOR AND PERSONNEL 14.1 Contractor shall be responsible for ensuring the safety of their employees, City employees and the general public during performance of services under this 14.2 Contractor shall be responsible for ensuring that all employees are fully and properly equipped to perform services promptly and safely 14.3 Contractor shall comply with all provisions of the Occupational Health and Safety(OSHA) to protect the life and health of employees and other persons;to prevent damage to property, materials, supplies and equipment;and to avoid work interruptions 14.4 Contractor shall comply with the latest version of the 29 CFR 1910, OSHA standards. Compliance with OSHA and other applicable laws and regulations for the protection of employees is exclusively the obligation of the Contractor, and the City assumes no liability or responsibility for Contractor's compliance or noncompliance with such responsibilities 14.5 Contractor shall comply with all OSHA reporting requirements for record keeping and reporting of Contractor shall provide verbal report to the City immediately,and no later than one(1)business day,of the occurrence.The Contractor shall cooperate with the City and provide any written documentation and information required for record keeping purposes 14.6 Contractor shall ensure that all employees are continuously trained to meet the latest technology,industry standards, and safe use of substances identified as health or physical hazards by OSHA. The Contractor shall submit proof of employee training and experience within five(5)business days upon request by the Department Contract Manager or designee 14.7 Contractor shall not require any person to work in surrounding or under working conditions that are unsanitary,hazardous, or dangerous to their health and safety. 14.8 Contractor shall require all employees assigned to the service to wear necessary personal protective equipment required by industry standards 14.9 Contractor shall ensure that only authorized employees performing work under this Agreement are on the worksite.No acquaintances,family members,or any other personal shall accompany the Contactor employee in the work area Non-Exclusive HVAC Vendor Services Agreement Page 25 of 33 14.10 Contractor shall ensure employees maintain good discipline and professionalism while performing services for the City 14.11 Contractor shall understand and agree that the scheduling of events at City facilities takes precedence over any scheduled service requests agreed to by the Contractor and Department Contract Manager or designee.The Contractor shall not hold the City liable,financially or otherwise, if the City needs to reschedule services with the Contractor due to a new event scheduled at a City facility.The Department Contract Manager or designee will make every reasonable effort to immediately notify the Contractor of changes in the City's schedule of events which may have an impact on scheduled services. 14.12 Contractor shall not perform services in a manner as not,to interrupt or interfere with the operation of any existing activity on the premises or with the work of another Contractor. Provide all transportation required to perform the work. Contractor shall park its vehicles in areas designated by the City, if available. In the event the City cannot make parking arrangements for the Contractor,the Contractor shall be responsible for parking fees and fines.All vehicles parked on City property shall be clearly marked with the Contractor's or subcontractor's name on both sides of each vehicle.Magnetic signs are acceptable. 14.13 Contractor shall provide ample advance notice of the need for any utility service cut-off, which will be scheduled at the convenience of the City. 14.14 Contractor shall provide all equipment,materials, furniture moving, labor,tools,permits, incidentals, expendable items,personal protective equipment,transportation necessary, including electricity and water,if not available on site,for proper execution and completion of the service request. The materials and services provided by the Contractor shall comply with all current Federal, State and local laws, City ordinances,rules and regulations. 14.15 Contractor shall understand that storage of apparatus,materials,supplies,and equipment shall be in an orderly fashion at the worksite in a manner that will not interfere with the progress of the Contractor's work of any other Contractor's work. 14.16 Contractor shall clean up all refuse,rubbish,scrap materials, and debris caused by the Contractor's operations on a daily basis.Work site shall present a neat, orderly, and workmanlike appearance.No such refuse,rubbish, scrap material,and debris shall be left within the completed work nor buried on the building site or any City premises,but shall be removed from the site by Contractor. 14.17 Contractor shall complete all clean up prior to payment being made for the service request. This shall include the removal of all surplus material,temporary structures, and debris of every nature resulting from the Contractor's operations,to return the worksite in a neat, orderly condition. Thoroughly clean and leave the worksite reasonably dust free all finished surfaces including all equipment,piping,etc., on the interior of any buildings affected by the service. If Contractor fails to clean up at the completion of the work,the City may clean the property and deduct the cost from any payments owed to Contractor or bill the Contractor to recover costs if no payments are owed. 14.18 Contractor shall note and report any damage found prior to any work at a job site to the Department Contract Manager or designee. Non-Exclusive HVAC Vendor Services Agreement Page 26 of 33 14.19 Contractor shall understand that all work is subject to inspection and acceptance by the Department Contract Manger or designee. 14.20 Contractor shall not perform outside what was requested for a specific service request without first having written approval from the Department Contract Manager or designee. 14.21 Contractor shall not perform work under this in a manner that will not adversely affect the integrity of the building's structural,mechanical,electrical,fire protection,and life safety systems or any other building features that will overload or render useless any portion of the facility. 14.22 Contractor shall properly prepare equipment to be worked on including,protection of all non-movable items or equipment,and the proper application of materials 14.23 Contractor shall store,handle, and install all parts,materials and/or products as per manufacturer's specifications 14.24 Contractor shall notify the Department Contract Manager or designee when work is to begin at the worksite and post warning signs and/or barriers when necessary. The Contractor and Contractor's employees shall exercise a particularly high level of discipline,safety and cooperation at all times while on the worksite. 14.25 Contractor shall coordinate the timing and transportation of equipment or materials to the work area. 14.26 Contractor shall understand that if transportation through the interior of a facility is required,the Contractor shall take every precaution to ensure public safety.Under no circumstances shall the Contractor transport equipment or materials through the interior of a facility without prior written approval and coordination with the Department Contract Manager or designee 14.27 Contractor shall understand that any and all damage to Contractor's or City equipment or property as a direct result of Contractor's equipment,employees, or Contractor's subcontractor's actions,the Contractor shall notify the Department Contract Manager or designee immediately in writing. Surfaces, fixtures,or furnishings damaged by the Contractor's employees shall be replaced or repaired to the satisfaction of the City by the Contractor,and at no cost to the City.The City may,however,at its sole discretion, elect to make repairs or replacements of damaged property and deduct the cost from any payments owed to Contractor or to recover costs if no payments are owed. 14.28 Contractor shall understand that the set-up area shall be protected to prevent damage to the site grounds. This protection may be,but is not limited to,laying out tarps or other protective materials.The Contractor shall be responsible for any damage to surrounding building walls, landscaping,parking lots, and sidewalks. 14.29 Contractor shall meet any and all Safety Data Sheet(SDS)guidelines on any applicable limits and be able to install accordingly 14.30 Single Point of Contact Non-Exclusive HVAC Vendor Services Agreement Page 27 of 33 14.30.1 Contractor shall provide a SPOC,who is able to communicate with the Department Contract Manager or designee and is skilled,knowledgeable, and experienced in providing the types of services listed in this Scope of Work. The SPOC shall be available and on-call 24 hours a day,while the Contractor is performing services on City property. 14.30.2 The SPOC shall inspect,monitor,and supervise the Contractor's employees; ensuring adherence to the work schedule, safety requirements, and quality of work. 14.30.3 During times the SPOC is unavailable(due to vacation,travel, etc.,for example),the Contractor may provide a designee for the SPOC. The designee shall meet the same requirements as specified for the SPOC within this SOW. 15.0 WORK PERFORMANCE 15.1 Contractor shall be responsible for: 15.1.1 Performing services on an as-needed basis for all City locations 15.1.2 Providing all maintenance manuals for installations and/or repairs 15.1.3 Ensuring work is completed and/or supervised by a licensed HVAC Technician(s) 15.1.4 Ensuring repair and replacement work is completed in accordance with all current Federal, State and local laws, City ordinances,rules and regulations. 15.1.5 Ensuring all work is completed in strict accordance to industry standards 15.1.6 Securing the area for Contractor employee, City employee and general public safety 16.0 DELIVERY 16.1 Contractor shall understand Delivery shall be F.O.B.Destination and all other delivery charges shall be included in the unit price. The person placing the order will provide delivery and billing information.No additional charges for expenses, freight,mileage,time, or similar items will be accepted or paid by the City. There may be instances when the Contractor may be asked to accelerate delivery of an order(s)due to extenuating circumstances. When this occurs and there is an additional cost,the Contractor must receive written approval from Department Contract Manager or designee in order to order the materials.If written approval is not received from the Department Contract Manager or designee, City shall not be liable for any costs. 16.2 Contractor shall understand in the event the Contractor is unable to meet the original delivery date(s),the City must be contacted immediately,but prior to the due date, and seek an extension of delivery time.Failure to comply with the delivery terms may be legal grounds for canceling an order(s),or the entire Agreement in accordance with the Termination Clause shown elsewhere in the solicitation. 16.3 Contractor shall understand delivered items that are determined to be defective or not meeting bid specifications shall be picked up and replaced by the Contractor,or the Contractor's designee,at no cost to the City.If the item(s)are not picked up within one(1) week after notification,the item shall become a donation to the City for disposition. Non-Exclusive HVAC Vendor Services Agreement Page 28 of 33 17.0 PAYMENT SCHEDULE 17.1 Contractor shall understand hourly labor rates and percentages bid shall be the delivered price and items shall be delivered with the terms of FOB Destination,Freight Prepaid, and Allowed. 17.2 Contractor shall understand the hourly labor rates for repair will be actual time worked at the City's job site to the nearest one-quarter hour. 17.3 Contractor shall understand contractor's delays, servicing delays,mileage,freight,parts procurement, or travel time shall not be accepted or paid by the City under the terms of this Agreement. 17.4 Contractor shall understand HVAC equipment or parts and materials for repairs shall be charged to the City using a cost plus/mark up percentage listed in the Payment Schedule. 17.5 Contractor shall provide proof of cost with all invoices that list electrical equipment or parts and material charges. 18.0 WARRANTY 18.1 The Contractor shall provide a warranty to include at a minimum,but not limited to the following: 18.1.1 The Contractor's warranty with respect to the products repaired or replaced will run for one(1)year from date of repair or replacement and acceptance of such by the City. 18.1.2 In addition to any other warranties in this contract,the Contractor warrants that all work and products supplied under this contract conforms to the contract requirements and is free from any defect in workmanship, equipment,material, or design furnished by the Contractor or any sub-contractor or supplier at any tier. 18.1.2.1 The City shall notify the Contractor,within a reasonable time after the discovery of any failure,defect, or damage. 18.1.2.2 Contractor agrees to remedy,repair or replace promptly,at Contractor's expense, on a one-for-one basis without additional cost to the City; any and all defective work and products.The City defines "prompt" repair or replacement to be within twenty-four(24)hours after notification by authorized City personnel. 18.1.3 The Contractor shall remedy at Contractor's expense any damage to real or personal property owned by the City,when that damage is the result of a defect of products furnished. 18.1.4 If the Contractor fails to remedy any failure, defect, or damage within a reasonable time after receipt of notice,the City shall have the right to replace,repair, or otherwise remedy the failure,defect, or damage at the Contractor's expense. 18.1.5 This warranty shall not include failures attributable to accident,fire, or negligence on Non-Exclusive HVAC Vendor Services Agreement Page 29 of 33 the part of operating(using)personnel. 18.1.6 With respect to all warranties, expressed or implied,from sub-contractors, manufacturers, or suppliers for work performed and materials furnished under this contract,the Contractor shall: 18.1.6.1 Obtain all warranties that would be obtained in normal commercial practice 18.1.6.2 Require all warranties to be executed in writing,for the benefit of the City 18.1.6.3 Enforce all warranties for the benefit of the City 19.0 BACKGROUND INVESTIGATIONS 19.1 Due to working in facilities subject to federal Criminal Justice Information System requirements, contract workers must be fingerprinted and must be able to pass a criminal background check and drug screen. This must be done at the Contractor's expense and verification of a clear background must be given to the contract administrator before any Contractor employee is allowed to work in a building which falls under this requirement. 19.1.1 Under no circumstances shall any Contractor personnel having any convictions or pending criminal hearings be assigned to the City contract. 20.0 BUDGET ESTIMATES 20.1 The Contractor shall provide cost estimates if requested by the ordering Department. 20.2 Cost estimates do not have to be exact;however,they should reflect a realistic dollar amount comparable to the work requested/needed. 20.3 All estimates shall be itemized to show labor costs and material and parts costs. 20.3.1 Material and parts costs shall be broken out. 21.0 DEPARTMENTAL LOCATIONS 21.1 Reference Exhibit A for City Locations. Non-Exclusive HVAC Vendor Services Agreement Page 30 of 33 EXHIBIT B PAYMENT SCHEDULE Event ID Page Invited: PUBLIC EVENT DETAILS C_1491-22-a055 _3 Event Round Version Submit To: City of Fort WorLh I FINANCIAL MANAGEMENT SERVICES Event Name FINANCE-Purchasing T r Aep + 200 Texas St(Lover Level,South) Start Time Finish bme Fort Worth TX 76102 01 26 2022 Q2,90:Da CST 0 2117/2 02 2 i3.30,p r•5 United States Email: FMSPurchasingResponses@fertA-orthtexas.gov YES Line: 1 Descrlpllon: Qty Unit UnitPrice Total QuOried,Trained Ted&nlcian for unspecified services 4685-00 HR (Regular Hours Monday-Friday 8.00 A.M.-5:CC P.M.) 9c�,pC 449.760 Line: 2 Description; Qtv Unit UnitPrice Total Asslstanttrlelper for unspeciffedselvices(Regular 2605.00 HR Hours Mor4ay-Friday 8.00 A11.-5:00 P.M.) 197,980 7ti.00 Line: 3 Description: Qty Unit UnitPrice Total Qualified,Trained Technician for unspecified servioes 2045.00 HR (After Hours Monday-Thursday 5:01 P.M.-7:59 A.M.) 144 00 tat 4h0 Line: 4 Description: Qtv Unit UnitPrice Total Assstantq-lelperfar unspecified services(After Hours 1330A0 HR hionday-Thursday 5:01 P.M.-7.59 A.M,) 114,G0 151,620 Line: 5 Description: Qty Unit unitPrlce Total Qualified,Trained Technician far unspecified services 7�0.00 HR (Wee,mnd Hour Friday-Monday 5:01 P.M.-7:59 A X} 144.00 109,oC�� Una: 6 Description: city Unit UnitPrice Total Assislart'Heiper for unWdfied sendces(Weekend 555.00 HR Hours Friday-Monday 5:01 P.M.-7:59 A.M.) 114.00 63,270� Line: 7 lbscrlptign: Qtti Unit UnitPrice Total Qualified,Trained Techrucian for unspecifiedservices 595-00 HR (Holidays) 192I Line: 8 Description: My Unit UnitPrice Total Asslstant Halper for unspecifled services 416.00 HR (Ham) 15Z00 63,232 Non-Exclusive HVAC Vendor Services Agreement Page 31 of 33 Even[IO Page Invited: FU13LIC EVENT DETAILS Event Round version Submit To: Clay of Fort'North 1 1 FINANCIAL MANAGEMENT SERVICES Event Hama FINANCE-Purchasing 200 Texas St.(Lower Level,South) Ira mrar p y wc� ecd Start Time Flnl sh me Fort Worth TX 76102 oil 07 l-7o•oO CST United States Email: FMSPurchasirngResponses@flod"rth:exas,gGv Line: 9 UnitPrlce Total Description, _ CityUn(t._—.__ - — Chillor-Quallned,Trained TectWcian 900.00 HR (Regular Hours Monday-Friday 8:QC A.M.- 116.00 104,400 5:00 PAL) Line: t0 Total n:Descriptio _ �Iv Unit UnUPrica miller-Qualified.Trained Technician 700.00 HR (After Hoes Monday-Thursday 5:01 P.M- i 159,00 111,300� -7,59A.M.} Line: 1I PaseYlptIon: _.__-- city Unit _ UnhPr{ee Total -- Cheer-Qualified,Trained Technician 200.00 HR — (Weekend Hours Friday-Monday 5:01 RM 150.00 31,600 -7:59 A.M.) Lino: 12 QtY Unit UnkPflce Total Deaoriptlon: Chiller-Qualified,Trained Technician 200.00 HR 212.00 42,400 (Holidays) -� Line: 13 Description: ty Unit .. UnitPrice Total T Controls-Qualified,Trained Technician 4282.00 HR (Regular Hours Mayday-Friday B:CO A,M,• 163 00 703Z30 5:00P.M.) Una-. 14 on: Ql Unit UnitPrtca Total Descripti (`fterds-Qualified,Trained Technician 893.Of1 HR (After Hours Monday•TlxusdaY 5:01 P.M. 232.50 2U7,822,50 -7 59 AM.) Line: 15 UnkPrlee Total UnN Descrlpl{en• —— Controls-Quaifred,Trairod Technican, 450.00 HR [Weekend Hours Friday-Monday 5:01 P M. 232:W: - 104.625 -7:59 A M.) Line: 16 ply Unit UnitPrlce viol Description: Controls Qualified,Trained Technician fi39.D0 HR (Holidays) 310.00 i tlt8,090 Line: 17 Qes9dotlorc sty UnR UnitPrlcs Total Minirrum Sorvke Charge 50.00 EA 250.00 12,fi00 Non-Exclusive HVAC Vendor Services Agreement Page 32 of 33 Event ID Page Invited: PUBLIC EVENT DETAILS CE"W01-22-Op55 ____ 5 Event Round Version Submit To: Cibj of Fart Worth 1 1 FINANCIAL MANAGRIENT SERVICES Event Name FINANCE-Purchasing ITS r = 200 Texas St.{Lower Level,South) Start Time Finish Time Fort Worth TX 76102 6 01 26 2022 06:DDOO CST 7 2D22 13:3D Da CST United States Email: FMSPurchasingResponses®fortworthtexas.gov Linc: " Descrictiow City Unit UnitPrice Total Annual Inspection-Chiller 1.00 YR 3.942 00 3.942.00 Line: 19 Description: _ Otv Unit UnitPrice Total Annual Inspection-HVAC System 1.00 YR .35.00 489.00 Line: 20 Description: City Unit_ UnitPrice Total Annual Inspection-Cooling Tower 1.00 YR 2,560.00 2„560.00 Line: 21 Descriptiop: OIv Unit UnitPrice TOW Annual Inspection-Walk-in Cooler 1.00 YR 325,00 325.00 Line: 22 Description: Qtv Unit UnitPvtee Total Mainle+ranee(three tunes a year)-Chiller 100 EA _ 412.00� 1,238.00 Line: 23 Doscription: city Unit UnitPrice Total Maintenance Ohrce Ernes a year)•HVAC System 3.00 EA 225.00 675.00 Line: 24 Description: City unit UnitPrice Total Maintenance(three 1mes a year)-Cooling Tower 3.00 EA 32•� 960.00 Line: 25 Description: Qty unit UnitPrice TQfa1 Mwrlenance(three limes a year)-'.Valk In Cooler 3.00 EA 212.CC 17 ' 636.00 Line: 26 Description: Cwv _Unit UnitPrice Total Mark Up Over Bidder's Casts For Parts,Material,Supplies, and Equipment 16 (Apply Mark Up �0.00 91,403.04 Percentage Bid To$70,310.00 To Obtain Corral Sum.. 70310-00 EA �_ Example:70,310 X 10%-7,031;70,310+7,031=77,341) A bid of'0'W II be Interpreted by the City as a no-charge Oree)Item and the City will not expect to pay for that item-A bid cf'no bid'or no response(space let:blank)wi be To t.i s_a ] ,=t c 3,116,375.50 Interpreted by the City that the Offerer does not wish to bid on that 3em.Be adylsed,a"no bid"or no response may be considered as non-responsive and may result in disqualilicatlon of this bid. Non-Exclusive HVAC Vendor Services Agreement Page 33 of 33 M&C Review Official CITY COUNCIL AGENDA FORfll Create New From This M&C DATE: 5/10/2022REFERENCE **M&C 22- LOG NAME: 13P ITB 22-0055 HVAC REPAIR NO.: 0331 01 ADK CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (ALL) Authorize Non-Exclusive Purchase Agreements with A&G Piping, Inc. and Johnson Controls, Inc. for Heating Ventiliation and Air Conditioner Repair, Maintenance and Inspection in an Annual Amount Up to $4,041,911.50 and Authorize Four One-Year Renewal Options for the Same Annual Amount for the Property Management, Transportation and Public Works, Public Events, Aviation, Parks, and Water Departments RECOMMENDATION: Authorize non-exclusive purchase agreements with A&G Piping, Inc. and Johnson Controls, Inc. for Heating Ventilation and Air Conditioner Repair, Maintenance and Inspection in an annual amount Up to $4,041,911.50 and authorize four one-year renewal options for the same annual amount for the Property Management, Transportation and Public Works, Public Events, Aviation, Parks, and Water Departments. DISCUSSION: The Property Management, Transportation and Public Works, Public Events, Aviation, Parks, and Water Departments approached the Purchasing Division to procure an annual agreement for Heating Ventiliation and Air Conditioner (HVAC) Repair, Maintenance, and Inspection. The Purchasing Division issued Invitation to Bid (ITB) 22-0055 on January 26, 2022. The bid consisted of detailed specifications regarding the HVAC Repair, Maintenance and Inspection services. The ITB was advertised in the Fort Worth Star-Telegram from January 26, 2022 through February 16, 2022 and three responses were received. Staff evaluated the responses based on a Best-Value criteria, which included: (a) availability of resources to provide services, (b) bidder's qualification and experience, (c) contractor's approach to perform services, and (d) cost. The individual scores were averaged for each of the criteria and the final scores listed in the below table. Upon review of the information, A & G Piping, Inc., and Johnson Controls, Inc. received the highest overall scores and were determined to present the best value to the City. Bidders Evaluation Factors a b c d Total Score A&G Piping, Inc. 19 11.3 5.3 40 75.67 Johnson Controls, Inc. 19 10 5 30.22 64.22 Bidder did not score at least 50\% of Denali Construction Services 14 10 5 technical, therefore, 29 did not qualify for price points FUNDING: The maximum amount allowed under this agreement Citywide will be $4,041,911.50, however, the actual amount used will be based on the need of the department and available budget. BUSINESS EQUITY: A waiver of the goal for Business Equity subcontracting requirement is approved by the DVIN-BE, in accordance with the Business Equity Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. AGREEMENT TERMS: Upon City Council approval, the agreement will begin upon execution and will end one year from that date. RENEWAL OPTIONS: This agreement may be renewed for up to (4) four one-year terms at the City's option. This action does file:H/CHISILON/NSHome/lbarraA/M&C%2OReview.html[5/11/2022 10:20:09 AM] M&C Review not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. ADMINISTRATIVE CHANGE ORDER: 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. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current operating and capital budget, as previously appropriated, in the participating departments' Operating and Capital Funds to support the approval of the above recommendation and award of the contract. Prior to any expenditure being incurred, the participating departments have the responsibility to validate the availability of funds. BQN\\ TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by: Reginald Zeno (8517) Dana Burghdoff(8018) Originating Department Head: Anthony Rousseau (8338) Steve Cooke (5134) Additional Information Contact: Cynthia Garcia (8525) Ashley Kadva (2047) ATTACHMENTS 13P ITB 22-0055 HVAC REPAIR 1 ADK a.docx (CFW Internal) A&G-SOS.pdf (CFW Internal) CoFTW 1295.pdf (CFW Internal) Combined FID table.xlsx (CFW Internal) SAMS Johnson Controls.PNG (CFW Internal) SAMS.AG Pipingpdf (CFW Internal) Waiver 22-0055 HVAC Repair Services 01122022.pdf (CFW Internal) file:H/CHISILON/NSHome/lbarraA/M&C%2OReview.html[5/11/2022 10:20:09 AM]