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HomeMy WebLinkAboutContract 59600DocuSign Envelope ID: E5BE3EEA-E65B-4845-9579-23C84EB32FBF CSC NO. 59600 VENDOR SERVICES AGREEMENT Maintenance ofAir IIandling System Controls This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF PORT WORTH ("City"), a Texas home rule municipal corporation and Schneider Electric Buildings Americas Inc. ("Vendor" or "Schneider Electric") AGREEMENT DOCUMENTS: This Agreement and supporting documents shall include the following: 1. Exhibit A —Scope of Services; 2. Exhibit B — Price Schedule; 3. Exhibit C —N/A 4. Exhibit D — Insurance Requirements, Exhibits A, B, C and D, 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 or C 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. Vendor shall perform maintenance services as described in Exhibit A (the "services") on the existing building air handling management system, and its components, located within the Centralized Water and Wastewater Laboratory within the Water Department of the City of Fort Worth, 2. TERM. This Agreement shall begin on June 1, 2023 and shall remain in effect for a term of one year, unless terminated earlier in accordance with this Agreement. 3. COMPENSATION. City shall pay Vendor in accordance with the provisions of this Agreement and Exhibit "B," — Price Schedule. Total payment made under this Agreement shall not exceed the amount of twenty-one thousand one hundred ninety-two dollars ($21,192.00), unless City approves additional services in accordance with the following sentence. Vendor shall not perform any additional services or bi l I for expenses incurred for City not specified by this Agreement unless both parties approve in writing the additional services and the 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. 4. TERMINATION. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and f'or any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-atmronriation 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 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. Vendor Services Agreement (Rev.9.07.21) Page 1 of 15 OFFICIAL RECORD CITY SECRETARY }° FT. WORTH, TX DocuSign Envelope ID: E5BE3EEA-E65B-4845-9579-23C34EB32FBF 4.3 Duties and Oblieations 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 and payment for services actually rendered up to the effective date of termination, 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 Information to City in its original format or in a machine readable format or other format deemed acceptable to City; however, Vendor shall be permitted to retain a copy of such information in accordance with Vendor's bona fide document retention or archive policies, provided that such information shall be subject to the confidentiality provisions or exceptions therefrom as per state law, of Section 5 below for so long as it is retained. 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 non-public information provided to it by City ("City Information") as confidential and shall not disclose any such City Information to a third party without the prior written approval of City. 5.3 Unauthorized Access. Vendor shall store and maintain City Information that is in its possession in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall promptly notify City if the security or integrity of any City Information in Vendors possession 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 contract, or the final conclusion of any audit commenced during the said three years, have the right to examine at reasonable times during normal working hours, any directly pertinent books, documents, papers and records, including, but not limited to, electronic records, of Vendor, to the extent reasonably necessary to allow City to verify the price of any time and materials services performed under this Agreement or as may otherwise be required by law, at no additional cost to City. Vendor agrees that City 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 and may conduct audits no more than once per calendar year. 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, consultants and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between Vendor Services Agreement (Rev.9.07.2 t) Page 2 of 15 Inlcmnl DocuSign Envelope ID: E5BE3EEA-E65B-4845-9579-23C84EB32FBF City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subcontractors. 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 subcontractor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractor 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 subcontractor. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL TANGIBLE PROPERTY LOSS, TANGIBLE PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY I(IND OR CHARACTER, TO THE EXTENT CAUSED BY THE NEGLIGENTACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES 8.2 GENE RALINDEMNIFICATION- VEND ORHEREBYCOVENANTSANDAGREES TO INDEMNIFY, HOLD HARMLESSAAD DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMAND A GA INS T ANY AND AL L THIRD -PARTY CLAIMS OR LAWSUITS OF ANYI(IND OR CHARACTER, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDINGDEATH, TOANYAND ALL PERSONS, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES IN CONNECTION WITH THIS AGREEMENT. VENDOR SHALL CONTROL THE DEFENSE OFANYINDEMNIFIABLE CLAIM AND SHALL NOT BE RESPONSIBLE FOR ANY SETTLEMENT MADE WITHOUT VENDOR'S PRIOR WRITTEN CONSENT. 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 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 pursuant 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 with Vendor in doing so. 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. Vendor Services Agreement (Rev.9.07.21) Page 3 of 15 Ill le fl III DocuSign Envelope ID: E5BE3EEA-E65B-4845-9579-23C84EB32FBF 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assianment. Vendor shall not assign or subcontract any of its primary 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 for primary duties, such subcontractor shall execute a written agreement with Vendor referencing this Agreement under which subcontractor 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. Insurance requirements are found on Exhibit D. 11. COMPLIANCE WITH LAWS. ORDINANCES. RULES AND REGULATIONS. 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 local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations 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, 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 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 electronic means with confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: Vetidor Services Agreement (Rev.9.07.21) Page 4of15 Internal DocuSign Envelope ID: E5BE3EEA-E65B-4845-9579-23C84EB32FBF To CITY: To VENDOR: City of Fort Worth Schneider Electric Buildings Americas. Attn: Dana Burghdoff, Assistant City Manager 1650 W Crosby Road 200 Texas Street Carrollton, TX 75066 Fort Worth, TX 76102-6314 972-323-1111 Facsimile: (817) 392-8654 Facsimile: 972-245-0996 With copy to Fort Worth City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES. 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, whether as employee or independent contractor, any person who is 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. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein 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 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 shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Foil 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. Vendor Services Agreement (Rcv9.07.21) Page 5 of 15 DocuSign Envelope ID: E5BE3EEA-E65B-4845-9579-23C84EB32FBF 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 majeure or other causes beyond their reasonable control, including, but not limited to: acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. 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 party shall not be employed in the interpretation of this Agreement including its. 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 its Exhibits, 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 that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. Vendor disclaims any express or implied warranties not expressly stated in this Agreement, including the implied warranties of merchantability and fitness for a particular purpose. 26. IMMIGRATION NATIONALITY ACT. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Subject to any policies or legal requirements relating to confidentiality of employee records, upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each Vendor Services Agreement (Rcv.9.07.21) Page 6 of 15 Inlemel DocuSign Envelope ID: E5BE3EEA-E65B-4845-9579-23C84EB32FBF 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 INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. OWNERSHIP OF WORK PRODUCT., No intellectual property is being developed, assigned, or otherwise transferred in connection with this Agreement. 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. 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. 30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL., Vendor unless a sole proprietor, acknowledges that in accordance with Chapter 2271 of the Texas Government Code, if Vendor has 10 or more full time -employees and the contract value is $100,000 or more, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" 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 if Chapter 2271, Texas Government Code applies, Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 31. 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, which will 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 Vendor Services Agreement (Rev.9.07.21) Page 7 of 15 Intemal DocuSign Envelope ID: E5BE3EEA-E65B-4845-9579-23C84EB32FBF 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. 32. 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 which will be paid wholly or partly from public finds 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. 33. ADDITIONAL CONTRACT PROVISIONS RE,OUIRED BY VENDOR:, 33.1. Vendor's Ethics. In the event City has concerns related to Vendor's ethics or potential violations of Vendor's Trust Charter (code of conduct), City is welcome to make use of Vendor's Trust Line, a confidential channel through which customers can ask questions and raise concerns: littDs:Hsecure.etliicsooint.eu/domain/media/en/eui/ 104677/index.html. 33.2. Compliance with Law. Each party shall comply with all applicable legal requirements governing this Agreement and/or the business practices of that party. Without limiting the generality of the foregoing, Vendor's deliverables shall not (i) be exported or re-exported to any destination or party restricted by applicable US, EU or other national or international export control laws or regulations, or (ii) be used for those purposes or fields restricted by such laws and regulations. Vendor shall be excused from performing any obligations that would violate applicable legal requirements or could expose Vendor to liability thereunder. 33.3. Cvbersecuritv Not in Scope. Vendor's scope does not include the implementation and/or maintenance of a security program to protect City's or the end user's networks, systems, data, or other assets (including the deliverables provided under the Agreement) against security threats. Vendor shall not be responsible for any losses or damages that may result from end user's or City's failure to maintain their own security programs in accordance with industry standards or to promptly follow Vendor's guidance with respect to the deliverables (i.e., by installing recommended updates or patches), whether provided via Vendor's security notification webpage at httDs://www.se.com/ww/en/work/suuport/cvbersecurity/security- notifications.isp or otherwise. 33.4. Limitation of Liabilitv. Notwithstanding anything to the contrary, in no event shall either party or its officers, directors, affiliates, or employees be liable for any form of indirect, special, consequential, or punitive damages, whether such damages arise in contract or tort, and irrespective of fault, negligence or strict liability or whether such party has been advised in advance of the possibility of such damages. Notwithstanding anything to the contrary and to the extent permitted by applicable law, Vendor's total liability for damages arising in connection with the Agreement shall not exceed $500,000. The foregoing Vendor Services Agreement (Rev.9.07.21) Page 8 of 15 Intemat DocuSign Envelope ID: E5BE3EEA-E65B-4845-9579-23C84EB32FBF shall not limit Vendor's liability for bodily injury or for damages caused by Vendor's gross negligence or intentional misconduct. IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date subscribed by the City's Assistant City Manager ("Effective Date"). (signature page surd exhibits follow) Vendor Set -vices Agreement (Rev.9.07.21) Page 9 of 15 Intennl DocuSign Envelope ID: E5BE3EEA-E65B-4845-9579-23C84EB32FBF ACCEPTED AND AGREED: CITY OF FORT WORTH: Dana SuraHdof� By: Name: Dana Burghdoff Title: Assistant City Managcr Date: Jun 12, 2023 APPROVAL RECOMMENDED: C� ,Y�trr7er Name: Chris Harder, P.E. Title: Water Director 4,dg44�T1�� 0F FORT46 ATTEST: �o $moo o=° TEX A`�oa �naoa�� By: Name: Jannette S. Goodall Title: City Secretary APPROVED AS TO FORM AND LEGALITY: By: �Blnck (� l 17 =15 COT I Name: Douglas W Black Title: Sr. Assistant City Attorney ALMU Rbv: L6wv, RAVyd"'VU SFUM 615A3443L'._. By: Name: Shawn Hanrahan Title: General Manager Dallas Branch Date: 07-]un-2023 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that 1 am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. CONTRACT AUTHORIZATION: By: � �:±r�'�� b — �- Z 3 M&C: NA — See Emergency Name: David Nelson Memorandum DATE: 'Title: Water Quality Manager 1295: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement (Rev.9.07.21) Page 10 of DocuSign Envelope ID: E5BE3EEA-E65B-4845-9579-23C84EB32FBF EXHIBIT A SCOPE OF SERVICES I. a fl 91 ij,'ii;e nu, it cry ir•r ,�'Yrecillrul Cpfioll'. The options checked below are included in your service agreement. I'lallm'd INI,iill lemillrr, ❑ Agreement includes planned maintenance on critical pieces of equipment in your building management system (BMS) network listed on the equipment list at the end of this agreement. ❑ Vendor will check those field devices, controllers, and network elements as indicated below. This is recommended for all sites to maintain original condition of installed and commissioned systems. This is accomplished by providing necessary testing and calibration, identifying defects and potential problem areas, and reducing the likelihood that emergencies will occur. ❑ After completion, you will receive a planned maintenance finding report for your records. I ' lVol-k' 11flouns rnul l'f'riphl'i-ok, © Normal Business Hours ❑ After Hours ❑ This option includes planned maintenance routines performed on all your building management (BMS) workstations. ❑ Includes checking workstation operation including fan operation, hard drive errors, operating system updates, and hard drive de -fragmentation, if required. Includes checking printer, cleaning print head, remove excess paper, and changing cartridge/ribbon. ❑ Planned maintenance will be performed during normal business hours (8:00 am to 5:00 pm, Monday - Friday), with the option for after -hoes arrangements. © Normal Business Hours ❑ After Hours ❑ This option includes planned maintenance routines performed on network interfaces, routers and field controllers. ❑ Depending on devices' needs, checking the battery backup circuit, scan times, and verifying control loops. ❑ Planned maintenance will be performed during normal business hours (8:00 a.m. to 5:00 p.m., Monday - Friday), with the option for after-hours arrangements. I ifilrl Ihrvicw ® Normal Business Hours ❑ After Hours ❑ This option includes planned maintenance routines performed on field devices connect to field controllers. ❑ Includes calibrating field devices' inputs and outputs and adjusting offsets in field controllers as needed. Results of the calibration will verify accuracy of critical system components and identify any potential problems or component failure beyond calibration. ❑ Planned maintenance will be performed during normal business hours (8:00 a.m. to 5:00 p.m., Monday - Friday), with the option for after -hour arrangements. Vendor Services Agreement -- Exhibit A (Rev.9.07.21) m® Page 10 of 13 DocuSign Envelope ID: E5BE3EEA-E65B-4845-9579-23C84EB32FBF 11,11,1I�,I.�I'r(llrctio>n ❑ The database protection option prepares your system to be restored in the event of damage to the system or the information contained in it. Upon completion of the backup, you will receive a copy of the backup and another copy will be stored off -site (with your approval) at our local office. This provides additional protection in the event of damage to your on -site copy. ❑ Backup frequency will depend on your facility's needs, size, system activity, and system sensitivity. ❑ This agreement will include Two (2) backup routines a year, performed on the entire BMS system, including the fi-ont-end workstation and / or servers, as well as your entire network of field -mounted controllers. ❑ Backups will be performed during normal business hours (8:00 a.m. to 5:00 p.m.) on a predefined date, as indicated in your service agreement. �>>slenl Soll•Ik-v;l1-o Hpdilte:; (Noll to I?x((,(,(I Rev. 7,,,I')) ❑ This option provides you with software upgrades. You will receive the latest software revision and documentation. Depending on your system type, you may receive a subscription or a new software revision when software is released. ❑ We will update your system once a year with these updates, if applicable. At that time we will include on -site training to familiarize you these new features as they are added to your system, to be sure that you gain the full benefit of the latest product enhancements. I'1;('nr� ❑ This option includes labor coverage only for Four (4) after hours service calls/year. P,111:;1111(I Collipolwillti Rel)l;lCe111VIll (I".Nrluoleti INl"' I' Pill1:j) ❑ Vendor will repair or replace worn parts or complete components with new parts or reconditioned components. It is understood that this undertaking by us applies only to the systems and equipment covered in this agreement or otherwise listed in special terms and conditions. ❑ This option includes a maximum of$1,000.00 in replacement pares and/or materials. ❑ Labor to replace defective parts/components is not included in this option. Vendor Services Agreement— Exhibit A (Rev.9.07.21) Page 10 of 13 DocuSign Envelope ID: E5BE3EEA-E65B-4845-9579-23C84EB32FBF EXHIBIT B PRICE SCHEDULE The City of Fort Worth agrees to pay Schneider Electric the amount of twenty-one thousand one hundred ninety-two dollars and no cents ($21,192.00), in equal quarterly installments of $5,298.00.This amount does not reflect any applicable taxes. Applicable taxes will be added to the invoice sent to City by Schneider Electric. Schneider Electric must be presented with either a tax-exempt certificate or a re -sale certificate if taxes are not to be applied. Payment terms will be no greater than 30 days after Schneider Electric' invoice date. Schneider Electric reserves the right to discontinue its service any time payments have not been made as agreed. Failure to make payments when due or impairment of The City of Fort Worth's credit shall relieve Schneider Electric of any and all obligations pertaining to work or performance of work. I )i:<rnnrtl (In `,(,I—Ocv I „lhol- lin Irirl; vul sorvirrs liol 1110,•r 111 ;\ rrrntc nl ❑ For the duration of this Service Agreement, the City will receive a discount from our prevailing spot service labor rates for any work not covered under this agreement. Currently, the "Legacy System" prevailing labor rate is $258.00/how•. Therefore, the City shall be entitled to a discounted rate of $206.40/hour. Overtime will be charged at 1.5 X the discounted rate. , (,Ilnl oil I'm-ls ❑ For the duration of this Service Agreement, the City will receive a .45 multiplier on list price for any Schneider Electric parts required that are not covered under this agreement. Vendor Services Agreement — Exhibit B (Rev.9.07.21) II11P.O1A1 Page 11 of 13 DocuSign Envelope ID; E5BE3EEA-E65B-4845-9579-23C84EB32FBF ]EXHIBIT C Not applicable. Vendor Services Agreement — >xhibit C (Rev.9.07.2I) Inte ial Page 12 of 13 DocuSign Envelope ID: E5BE3EEA-E65B-4845-9579-23C84EB32FBF EXHIBIT D INSURANCE The Policies. Vendor shall maintain in effect the following policies of insurance (individually "a Policy" and collectively the "Policies"): • Commercial General Liability Insurance written on an "occurrence" basis, with a limit of not less than $5,000,000 per occurrence ("General Liability Policy"). • Automobile Liability Insurance written on an "occurrence" basis, with a combined single limit of not less than $5,000,000 per accident for bodily injury and property damage ("Auto Liability Policv") including coverage for owned, hired and non -owned automobiles. • Workers' Compensation as required by State law, and Emuloyer's Liability Insurance written on an "occurrence" basis, with a limit of not less than $5,000,000. • Professional Liability Insurance written on aclaims-made (and reported) basis, with a limit of not less than $5,000,000 per claim ("Professional Liability Policy"). Duration. The Policies shall be in place at the start of Vendor's work and remain in effect for one year following the earlier of the termination of the Agreement or the completion of the work. Notwithstanding, Vendor shall maintain the Professional Liability Policy for three years following the earlier of the termination of the Agreement or the completion of the work. Insurer Ratings. The Policies shall be issued by insurers licensed to do business in the state where the work is being performed and with an A.M. Best Company rating of not less than "A-" and a financial size category of not less than "VI L" Additional Insureds. Vendor shall cause City, and any parties required by the Agreement, to be named as additional insureds on the General Liability Policy and Auto Liability Policy with respect to liabilities caused in whole or in part by Vendor's operations under the Agreement. The additional insured endorsements will be provided on the most current versions of ISO Form CG 2010 and iSO Form CG 2037 or their substantial equivalents. Waiver of Subrogation and Primary and Non -Contributory. The General Liability Policy and the Auto Liability Policy shall provide a waiver of transfer of rights of recovery in favor of City and shall be endorsed to provide that they are primary and non-contributory. Premiums, Deductibles and Self -Insured Retentions. Vendor shall be solely responsible for paying any premiums deductibles and self -insured retentions applicable to any of the Policies. Evidence of Coverage. Prior to commencing the work, Vendor shall provide City with a certificate of insurance evidencing that the Policies are in effect ("Certificate of Insurance"). As applicable, the Certificate of insurance shall identify those who are required to be named as additional insureds under the Agreement. Vendor shall provide an updated Certificate of Insurance as promptly as possible upon each renewal of the Policies. Changes to the Policies. Vendor shall notify City within thirty (30) days of its receipt of written notice from an applicable insurer that a Policy required hereunder will expire without renewal or will be canceled, terminated, or materially reduced in coverage. mmm INTEROFFICE MEMO Date: March 21, 2023 To: Dana Burghdoff, Assistant City Manager From: Chris Harder, P.E., Water Director Subject: WATER TESTING LABORATORY AIR HANDLING SYSTEM CONTROLS The Water Department's Central Laboratory has had to recently terminate a contract with Heat Transfer Solutions (HTS) for the replacement of laboratory's air handling system controls, as HTS was unresponsive to communications and failed to meet multiple project milestones. There is presently no contract to service the existing system, and components of said existing system have begun to fail, affecting the ability of the laboratory to sustain the environmental conditions required to meet state and federal regulatory requirements. The recommended solution is to immediately proceed with an emergency contract with the previous vendor who has knowledge of the system. The necessary work will be performed by Schneider Electric. Waiting to bid and award a contract to perform this work is not in the best interest of the health and safety of the citizens of the City of Fort Worth. Chapter 2, Article I, Section 2-9 of the City's Code of Ordinances and Section 252.022 of the Local Government Code exempts from normal bidding requirements expenditures that are necessary to preserve or protect public health or safety of the municipality's residents and procurements necessary because of unforeseen damage to public machinery, equipment, or property. This memo is submitted to request authorization for emergency procurement of maintenance services to ensure the laboratory remains in full compliance with TCEQ regulations and operates properly. It is estimated that the costs associated with this emergency contract may cost approximately $21,192. A confirming M&C will be circulated to ratify the above activities after the work has been performed. APPROVED FOR EMERGENCY PROCUREMENT: Recommended: Approved as to form and Legality: Approve: Approve: � W�� C top er (Mar21,202315:25 CDT) Chris Harder, P.E., Director, Water Department DDh,k (Mar2H, 20231636 CDT) Douglas W. Black, Sr. Assistant City Attorney JOGuni Mar 8,202316:56CDT) Jo Ann Gunn, Chief Procurement Officer, FMS J�Gi14G{ �Ol V2., AM * Dana BurQhdotf (Ma 28, 20231 .40 CDT) Dana Burghdoff, Assistant City Manager