HomeMy WebLinkAboutContract 59600-A1CSC No. 59600-Al
FIRST AMENDMENT TO
FORT WORTH CITY SECRETARY CONTRACT NO. 59600
This First Amendment to Fort Worth City Secretary Contract No. 59600 is made between
the City of Fort Worth ("Fort Worth"), a municipal corporation and Schneider Electric Buildings
Americas Inc. a ("Vendor" or Schneider Electric).
WHEREAS, Fort Worth and Vendor entered into an Agreement identified as Fort Worth
City Secretary Contract No. 59600 beginning June 12, 2023 (the "Agreement"); and
WHEREAS, it is the collective desire of both Fort Worth and Vendor to amend the
Agreement to include additional services needed to disconnect and reinstall the Building
Automation System VAC Controller and to increase the contract value to $23,028.80;
NOW THEREFORE, known by all these present, Fort Worth and Vendor, acting herein by
the through their duly authorized representatives, agree to the following terms, which amend the
Agreement as follows:
1. The Agreement is hereby amended by adding Attachment A, attached to this First
Amendment, as Exhibit A of the Agreement.
2. All other terms, provisions, conditions, covenants and recitals of the Agreement not
expressly amended herein shall remain in full force and effect.
[Signature Page Follows]
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
First Amendment to Fort Worth City Secretary Contract No. 59600 Page 1 of 2
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
City of Fort Worth
T7,eLG
By: Dana Burghdoff (Oct P77023 C7C14 CDT)
Name: Dana Burghdoff
Title: Assistant City Manager
Date:
Approval Recommended:
Chris Harder
By: Chris Harder (Oct 24, 2023 13:37 CDT)
Name: Christopher Harder, P.E.
Title: Water Department Director
Attest:
By: L
Name: Jannette S. Goodall
Title: City Secretary
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By:
Name: David Nelson
Title: Water Quality Manager
Approved as to Form and Legality:
By:
1
DBlack (Oct 27, 202316:52 CDT)
Name: Doug Black
Title: Sr. Assistant City Attorney
M&C: N/A
VENDOR:
Schneider Electric Buildings Americas Inc.
By:
Name: Shawn Hanrahan
Title: General Manager Dallas Branch
Date:
10-23-2023
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
First Amendment to Fort Worth City Secretary Contract No. 59600 Page 2 of 2
EXHIBIT A
Schneider
,'Electric
QUOTATION NUMBER: DAL-HF-231017-11067412
October 17, 2023
Rickey Lewis
City of Fort Worth
2500 S E Loop 820
Fort Worth, Texas 76140
Re: City of Fort Worth — RR 110677412 — Repair Labor
Please find, herewith, a scope of work for "Repair Labor" for City of Fort Worth on behalf of )on
Stringer (469-834-2475).
This Proposal Includes:
1. Provide labor to disconnect and make safe INET VAV Controller, reinstall following
TU relocation, install new damper actuator and reheat valve actuator (Labor Only,
material provided by customer)
This Proposal Excludes:
1, Provisions and installation of work outside the scope of this quote
2. Overtime Labor
3, Applicable tax
Notes L Comments:
1. This quote is valid for 30 days and supersedes any previous quote. Please call if we
need to discuss any scope or coordination issues
Base Bid, all for the net sum of: $1,836.80
If you have questions or require clarification, please contact me.
Best regards,
'Wen, 7teupy
Harry Franz
Inside Sales Representative
(346) 773-7433
Harry.Franzase.com.
SCHNEIDER ELECTRIC BUILDINGS AMERICAS, INC.
Written acceptance below or providing us your purchase order is required to proceed with
preparation of submittals; subject to credit approval by our corporate office. Your signature below
indicates your acceptance of the provisions of this proposal, the Terms and Conditions of Sale
(consisting of 2 pages) attached, and authorization to proceed.
Firm:
Accepted by; l z' '
Date: id.r)
QUOTATION NUMBER: DAL-HF-231017-11067412
TERMS AND CONDITIONS OF SALE
900512PITC R07115121
This quotation and any exhibits and attachments hereto (collectively. "Agreement')
and any information contained herein. is the property of Schneider Electric Buildings
Americas Inc. {'Company"} and shall constitute proprietary and confidential
information unless given to a public entity and required by law to be public
information. The party to whom this quotation Is addressed ['Customer)
acknowledges the confidential nature of This Agreement and agrees to lake all
commercially reasonable and necessary precautions to ensure the confidential
treatment of this Agreement and all information contained herein. This Agreement
will not be used. copied, reproduced, disclosed or otherwise disseminated or made
available, directly or indirectly, to any third party for any purpose whatsoever without
the prior written consent of Company. The parties agree to be bound by the
following terms and conditions.
Quotations and Acceptance. The quotation is based solely on the bid
documents, which consist of the project drawings, specifications endlor instructions
of the Customer only modified by written agreement or Company objection.
Significant deviations behvean the actual conditions and circumstances of the work
and those specified in the bid documents shall be cause for an adjustment in work
scope, price end time allowed for performance. Written quotations shall be valid for
no more than thirty (30) days from the dale of issue, unless specifically staled
otherwise herein. Customer may accept the quotation by signing and returning e
copy to Company or by returning Customer's own written Instrument or order
expressly acknowledging the quotation and terms set Forth herein, provided,
however, Company hereby gives notice of its objection to any different of additional
terms or conditions contained or referenced in Customer's order, which will be of no
force or effect except as may beexpressly agreed to by Company In writing. It is the
intent of the parties that these Terms and Conditions or Sale shall govern the sale
of goods delivered and services performed. Upon acceptance, this Agreement
constitutes the entire understanding between the parties respecting the goods or
services delineated herein and supersede all prior oral or written understandings or
representations relating to such goods or services. This Agreement mey not be
discharged, extended, amended or modified In any way except by a written
instrument signed by a duly authorized representative of each party. Company
assumes that thesubconlrect Agreement offered will contain terms that are
substantively similar to the AKA provisions that are in accordance with the
provisions of the prime contract, Including any supplements. Upon award,
Corn pony assumes That contract provisions will be reviewed and negotiated in good
faith to reach a mutual acceptance of both parties.
2. Payment. Absent a contrary provision herein. Customer will pay Company
monthly progress payments en a net thirty (30) daysbasls from date of invoice for
materiels delivered for stored al an Off -sale storage facility) and services performed,
less any retained reserve which will be mutually agreed upon in writing by the
parties. The aggregate amount of any such retained reserves shelf be paid by
Customer to Company within thirty (30) days after the date of substantial
completion. If Company provides e Certificate of Substantial Completion, Such
certificate shall conclusively establish such dale. All invoices due and payable to
Company, less any applicable retained reserve, shall accnre interest al a
compounded per annum rate not to exceed 1'A% per month (15%per annum) or
the maximum rate permitted by law. Acceptance and endorsement by Company of
en instrument for less than the full amount which Company claims to be due shall
not be deemed to be an admission of payment In full end any conditions to the
contrary which are Holed on such an instrument shall not be binding an Company.
If Customer does nos pay Company, through no fault of Company, within seven (7)
days from the time payment was due, Company may. without prejudice to any other
remedy 11 may have, upon seven (7) additional days' written notice to Customer,
stop Its work until payment of the amount owing has been received and the contract
sure shall be equitably adjusted for reasonable costs of shutdown, delay and
startup or In the alternative Company may terminate this contract far material
breach and all monies due Company for services performed and materials
delivered shall be paid upon demand. Company shall be entitled to recover from
Customer all costs for collection, including reasonable attorneys' and professionals'
fees. To the extenl payments are received and as required by law, and upon
Customers request. Company will furnish lien waivers as the work progresses.
Company reserves a security Interest In any goods sold to the extent of the
invoiced amount to secure payment of Cuslomer'sobllgaton. In event of payment
default, Company may repossess such goods and a copy of the invoice may be
filed with appropriate authorities as a financing statement to event or perfect
Company's security Interest in the goods. Al Company's request, Customer will
execute any necessary Instrument to perfect Company's security interest.
3. Price and Taxes, The price for the goods and services hereunder are those
shown on the face of this Agreement. The price cfthls Agreement does not Include
sales, use, excise. duties or other similar taxes, unless otherwise expressly
provided herein. Any taxes (other than !axes due on Company's net Income) that
ere payable hereunder shall be the responsibtlty of Customer.lf applicable,
Customer shall provide Company a copy of any appropriate lax exemption
certificate for the slate(s) Into which the goods are to be shipped.
4. Changes and Claims. All materials and labor furnished hereunder shall be
in accordance with shop drawings submitted by Company and approved by
Customer. Any changes in the work es set forth In approved shop drawings, or from
the scope of work as desolbed herein, wllf require a written change order
submitted to Company by Customer. An equitable adjustment wllibe made in the
contract price or delivery dales or both, and this Agreement will be modified
accordingly In writing. The cost or credit to Customer for performance of such
change order shall be determined by mutual written agreement prior to the
commencement of any work under such change order. Customer shall notify
Company promptly in writing of any circumstances arising from the performance of
the work herein described which reasonably may be anticipated to result In a claim
or back charge to Company. Upon Company's receipt of such notification,
Company shall have five (5) working days in which to remedy such circumstances
and to avoid the imposition of such cretin or back charge. Company will not be
liable for any claim or back charge where Company has not been notified In the
manner as set forth above.
5.
Schneider
°Electric
Access and Overtime, This Agreement Is based upon the use of straight
time labor only during regular working hours (8:00
a.m. to 5:00 p.m., Monday through Friday, excluding Company's holidays). If
Customer requests Company to perform any workoutside of regular working hours,
overtime and other additional expense occasioned thereby will be charged to and
paid by Customer. if Company's work Is to be performed on the protect site,
Customer will afford unrestricted access to Company and its employees and agents
to all work areas.
6. Damage or Loss to Equipment. In the case of equipment not to be Installed
by or under supervision of Company, Company shall riot be liable for damage to qr
loss of equipment after delivery of such equipment to the point of shipment. In the
case of equipment to be installed by or under supervision of Company, Company
shall nol be liable for damage or loss eller delivery bylhe canter to the site of
installation: if thereafter, pending installation or completion of installation or full
performance by Company, any such equipment is damaged or destroyed by any
cause whatsoever. other than by the fault of Company, Customer agrees to
promptly pay or reimburse Company an amount equal to the damage or loss which
Company incurs es eresull thereof. in addition to or apart from. any and all other
sums due or to become due hereunder.
7, Delays. Customer shall prepare alt work areas so as to be acceptable for
Company's work required hereunder. Customer acknowledges that the contract
sum is based upon Company being able to perform the work in an orderly and
sequential manner, as Company so determines.lf Company's performance Is
delayed, interfered with. suspended, or otherwise Intemipted, In whole or In pan, by
Customer, other contractors on the project site, or by any other third party or by any
act within the power andfor duty of Customer to control, Omen Customer agrees That
it wfit be liable to Company for all increased costs and damages which Company
incurs as a result thereof. Furthermore, if Company is delayed at any time In the
progressef the work by any actor neglect of Customer, or by any separate
contraotof employed by Customer. or by changes ordered inthe work or by labor
disputes, fire, delay in Iransporta(on, adverse weather conditions, casualties, or
any other causes beyondCompeny's control, then the time for completion of the
work shall be extended for a period equal to the time lost by reason 01 such delay.
8. Warranty. Company warrants to Customer that ell tangible articles
manulaclured by Company will be free of defects In workmanship and material and
that the work performed will be of good quality and will conform to the requirements
of the bid documents. if the ertlde is lnslalled by Company, Company's sole
obligation under this warranty shall be to provide, without charge, parts and labor
necessary to remedy defects which appear within twelve (12) months from the date
of beneficial use oroccupancy, as applicable. If Company provides a Certificate of
Substantial Completion, such certificate shall conclusively establish such date. If
article is not installed by Company, the warranty period shall be within twelve (12)
months of shipment otsald article. Warranty claim must be made to Company In
willing within such twelve (12) month period. All transportation charges incurred In
connection with the warranty for equipment not Installed by Company shall be
home by Customer. Company warrants That for equipment furnished end or
Installed, but not manufactured by Company, Company will extend the same
warranty terms and conditions which Company receives from the manufacturer of
said equipment. This warranty is the sole end exclusive warranty given with respect
to any articles delivered or services performed by Company. THE WARRANTIES
SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES EXPR ESS OR IMPLIED (EXCEPT WARRANTIES OF TITLE),
INCLUDING, BUT NOT LiMITED TO, WARRANTIES OF
MERCHANTABILITY AND FITNESS FORA PARTICULAR PURPOSE. This
warranty is subject to proper instellalton of the artides (If Installation is not
performed by Company or authorized subcontractors or Ina Company) and
maintenance and storage of the articles in accordance with the specifications and
directions supplied by Company. This warranty does not applylo any defect,
malfunction or failure caused by repairs made by other then orwhhout the consent
of Company or the artlde hasbeen subject to abuse, misuse, neglect, tampering,
accident or damage by circumstances beyond Company's control, inducting without
limitation, acts of God, war, acts of government, corrosion, power fiuctuellons,
freeze -ups, labor disputes, differences with workman, riots, exptostons. vandalism,
or malicious mischief, nor to defective associated equipment or use of the articles
with equipment for which they were not sold. All of Company's obligations under
this warranty will immediately terminate and be of no further force or effect if all or
any part of the purchase price (including any installment payment) with respect to
any article covered by this warranty is not paid to Company when due. If cause of
defect is found not to be Company's responsibility. standard rates for repair or
replacement and labor shall apply.
9. Limitation of Liability. In no event will Company's total aggregate liability In
warranty or contract exceed the contradt price paid for the specific product or
service Thal gives rise to the claim excluding Ihlyd party claims for personal Injury,
death or as may be required by law. IN NO EVENT SHALL COMPANY BE L€ABLE
FOR ANY LOST PROFITS, LOSS OF USE, DATA, LOSS or G400VNLL,
BUSINESS INTERRUPTION OR ANY OTHER SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND EVEN
IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES.
10. Laws and Permits. Company shell comply with all applicable federal. stale.
and local taws and regulation and shall obtain all temporary licenses and permits
required for the prosecution of the work. Licenses and permits of a permanent
nature shall be procured and paid for by the Customer. This contract shall be
interpreted and governed under and in accordance with the lawsof the jurisdiction in
which the goods are delivered or services are performed without regard to its choice
of law provisions.
11. Disputes. Any controversy or claim arising out of or relating to this Contract,
or the breach thereof, shall be settled by good faith consultation and negotiation. If
those attempts fair, either party shall provide written notice within thirty (30) days to
the other to mutually agree on an arbitration process. If a process Is not agreed
upon within thirty (30) days, Anal and binding arbitration In accordance with the then
900512P1TC Page 3 of 3 R07/15/21
QUOTATION NUMBER: DAL-HF-231017-11067412
Current Construction Industry Arbitration Rules of the AMerften Arbitration
Association shall commence and Judgment upon the award rendered may be
entered in any court having jurisdiction thereof. The erbibalton shall he held in the
federal, slate Of municipal courts Serving the county In which the project is located {1
unless the parties mutually agree otherwise. The prevailing party shall recover all
reasonable legal casts and attomey's fees incurred as aresult, which shall be
promptly paid by the non -prevailing party. Any dispute or demand for arbitration
muss be commenced within one (1) year after the cause of action has accrued.
Nothing herein shall limit any rights Company may have under Construction
mechanic or meterlalmen lien laws. Company Shall have the right to suspend
affected services pending resolul onof disposes.
12. Insurance, The periles shall each maintain insurance coverage Including
without limitation, Workers' Compensation and Employer's Liability at statutory
limits, Automobile Liability covering all owned, hired and other non -owned vehicles,
and Commercial General Liability covering public liability and property damage with
limits generally required for Its respective industry vrith not less than 51,090,090
minimum coverage peroocurrence. Such insurance shall he with reputabte and
financially responsible Carders authorized to transact business in the junsdlcl[on In
which the project and services are beingperformed. No credit will be given or
premium paid by Company for Insurance afforded by others.
13. Clean Up, Company agrees lo keep the job site clean of debris arising out of
its opera/ions. Customer shall not back chergeCornpany for any costs or expenses
for clean up or otherwise without prior written notice and Company's written
Consent.
14. Severability. The invalidity or unenforceabllily of any provision herein shall In
no way affect the validity or enforceability of anyother provision.
15. Dleclelmer. Company reserves the fight to amend, withdraw of otherwise
Slier Ibis submission without penally or charge as aresult of any event beyond its
control arising from or due to the current COVFD-19 epidemic or events subsequent
to this epidemic 1 pandemic including changes in taws, regulations. by laws or
direction from a competent authority. The Customer acknowledges Thal the
products or part thereof are produced In, or otherwise sourced from, or will be
Installed areas already affected by, or that may be affected in the future by, the
prevailing COVlD-19 epidemics/pandemic and that the situation rnaytrigger
stoppage, hindrance or delays In Company's (or its subcontractors) capacity to
produce, deliver, Install or service the products. Irrespective of whether such
stoppage, hindrance or delays are due to measures imposed by eulhortlles or
detlberalely implemented by the Company (or Its subcontractors) as preventive or
curative measures to avoid harmful contamination exposure of Company's (or its
subcontradors') employees. The Customer therefore recognizes that such
Grcumslances shalt be considered as a cause for excusable delay not exposing the
Company to contractual sanctions including without limitetion delay penalties,
liquidated or other damages or termination for default.
16. Ethics and Compliance with Laws, Each party she comply in all respects
with all applicable legal requirements governing the duties, obligations, and
business practices of that party. Neither party shall lake any ecllon in violation Of
any epplicabie legal requirement that could result in (lability heing Imposed on the
other party. in the avant Customer has concerns related loethics, complience, or
Company's Principles of Responsibility, and/or any potential violations of these
policies, Customer is welcome to make use of Company's Greentine. The
GreenLine Is Company's global helpline for external stakeholders. It is aconfldenlial
channel through whlcth Customers can ask quasi ions and raise concerns. Reports
can be made using the link:
https llsecure.elhicspoint.euldomairVmedialentopi/104e77nndax.hIml
17. Cybersecurlty.
17.1. Customer's Obligations for Rs Systems: Customer Is solely
responsibte for the implementation and maintenance of a comprehensive securily
program ('Security Program") That contains reasonable and appropriate security
measures and safeguards to protect Its computer network, systems, machines, and
data (collectively, 'Systems'), Including those Systems on which 11 runs the
Products Or Services provided by Company, against Cyber Threats. -Cyber Threat
means any clraimat5nce or avant with the potential to adversely Impact.
compromise. damage, or disrupt Customer's Systems orthat may result in any
unauthorized access, acquisition, toss, misuse, destruction, disclosure, and/or
modification of Customer's systems, including any date, including Through matware,
hacking, or similar attacks
17.2. Without Milling the foregoing, Customer shall al a minimum;
(a) have qualified and experienced personnel with appropriate expertise in
cybersecurily maintain Customer's Security Program, and have such personnel
regularly monitor cyber intelligence feeds and security advisories applicableto
Customer's Systems or Customer's industry;
(b) promptly update or patch Its Systems or implement other appropriate measures
based on any reported CybarThreels and in compliance with any Security
notifications or bulletins. whether publicly disclosed on Company's security
Schneider
OElectric
notification wehpage al
htlps:/Avow.se.CpmAvwIenlworkisupporticybersecurily/security-notittcations.jsp or
otherwise provided to Customer,
regularly monitor its Systems for possible Cyber Threats;
(d) regularly conduct vulnerability scanning, penetration testing, intrusion scanning,
and other cybersecunty teslingon Its Systems; and
(a) meet the recommendations of Company's Recommended Cybersecurlly Best
Practices. available at hIlps://www.se.corrsiustertfdownioad/clocumenVEN52-
0390/, as may be updated by Company from lime to time, andlhen-current industry
standards.
17.3. Customer's Use of the Products, Software, and Services: Company
may release Updates and Patches for its Products, Software, and Services from
time to lime. Customer shell promptly install any Updates and Patches for such
Products, Software, or Services as soon as they are available In accordance with
Company's installation instructions and using Iheletest version of the Products or
Software, where applicable. An "Update" means any software that contains a
correctionof errors in a Product, Software. or Service and/or minor enhancements
or improvements for a Product, Software, or Service, but does not contain
significant new features. A "Patch" Is an Update that fixes a vu/nerabllily In a
Product, Software, or Service. Customer understands that failing to promptly and
properly Install Updates or Patches for the Products, Software, or Services may
result in the Products, Software, or ServicesCustomer's Systems becoming
vulnerable to certain Cyber Threats or result in impaired functionality, and
Company shall not be liable or responsible forany losses or damages that may
result
17.4. ident[flcallon of Cyber Threats: !f Customer identifies or otherwise
becomes aware of any vulnerabilities or other Cyber Threats relating to the
Products, Software, or Services for which Company has not released a Patch,
Customer shall promptly notify Company of such vulnerability or other Cyber
Threat(s) via the Company's Report a Vulnerability page
(htlpsllwow•se.mrn1 wlenlworklsupporUcybersecunlylreport-a•
vulnerabtllly.jsp#Customers) and further provide Company with any reasonably
requested Information relating to such vulnerability (collectively, 'Feedback").
Company shell have a non-exclusive, perpetual and irrevocable right 10 use,
display, reproduce, modify, and distribute the Feedbeck(lnduding any canfidenlial
Information or Intellectual properly contained therein) In whole or part, including to
analyze and fix the vulnerability, to create Patches or Updates for ifs customers,
and to otherwise modify its Products. Software, or services, in any manner without
restrictions, and without any obligation of attribution or compensation 10 Customer,
provided, however, Company shall not pubticly disclose Customer's name In
connection with such use or the Feedback (unless Customer consents otherwise).
8y submitting Feedback, Customer represents and warrants to Company that
Customer has all necessary rights In end to such Feedback and all informa@on it
contains, including to grant the rights to Company described herein, and that such
Feedback does not infringe any propnelary or other rights of third parties or contain
any unlawful information.
18. Import and Export.
15.1. The Products end Services provided by Company under this Contract
Contain or may contain components and/or technologies from the United stales of
America ('US'), the European Union ('EU') and/or other nations. Customer
acknowledges and agrees that the Products, assignment and/or usage Of the
Products, Software, Services, Informallon.o/her deliverables and/or the embedded
technologies (hereinafter referred to as "Deliverables) under these Terms and
Conditions of Sale shalt fully comply with related applicable US, EU and other
national and international export control taws and/or regulations.
18.2. Unless applicable export licenseis has been obtained from the relevant
aulhorily and Company has approved. the Deliverables shall not (I) be exported
and/or re-exported to any destination and party (may include but not limited to an
individual, group and/or legal entity) restricted by the applicable export control laws
and/or regulations; or (ill be used forthose purposes and fields restricted by the
applicable export control laws and/or regulations. Customer also agrees that the
Deliverables will not be used either directly or Indirectly In any rMCket Systems Or
unmanned all vehicles; nor be usedin any nuclear weapons delivery systems; and
will not be used in any design, development, production or use for any weapons
which may include but nal limited Io chemlcal, biological or nuclear weapons.
18.3_ If any necessary or advisable licenses, authorizations or approvals are
not obtained, whether arising from Inaction by anyrelevenl government authority Or
otherwise, or if any such licenses, authorizations or approvats are denied or
revoked. aril the applicable export control laws and/or regulations would prohibit
Company from fulfilling any order, or would in Company's judgment otherwise
expose Company to a risk of /lability under tha applicable export control laws and/or
regulations if it Willed the order, Company shall be excused from all obligations
under such order and/or these Terms and Conditions of Sale,
9t7O512 PITC Page 3 of 3 11071 / 512 t