HomeMy WebLinkAboutContract 61101Vendor Services Agreement Page 1 of 12
v.1.4 (November 30, 2021)
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. (“Vendor”), 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.”
1. Scope of Services. Johnson Controls Inc. will replace key components for the METASYS
upgrade as well as provide operator training (“Services”), which are set forth in more detail in Exhibit “A,”
attached hereto and incorporated herein for all purposes.
2. Term. The initial term of this Agreement is for ONE year(s), beginning on the date that
this Agreement is executed by the City’s Assistant City Manager (“Effective 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 0 one-year renewal option(s) (each
a “Renewal Term”).
3. Compensation.
3.1 Total compensation under this Agreement will not exceed One Million, Two
Hundred and Four Thousand, Seven Hundred and Forty-Eight Dollars and Zero Cents
($1,204,748.00).
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and provisions of this Agreement, including Exhibit “B,”
which is attached hereto and incorporated herein for all purposes.
3.3 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
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appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 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.
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7.Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and 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, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCLUDING, INCLUDING, BUT NOT LIMITED TO, 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, REPRESENTATIVES,
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, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST
PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, 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, REPRSENTATIVES,
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 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
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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 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
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and 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
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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.
(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
City in accordance with the notice provision of this Agreement.
(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.
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(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 Regulations. 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 party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney’s Office at
same address
To VENDOR:
Johnson Controls Inc.
Business Efficiency
Patrick Mooney, Senior Account Rep
800 Railhead Road, Suite 304
Fort Worth Texas 76106
Facsimile: 972-869-9421
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.
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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.Severability. 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
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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 mustverify 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.Signature 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.Change 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”
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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)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
City:
By: ___________________________
Name: William Johnson
Title: Assistant City Manager
Date: ___________________________
Vendor:
By: ___________________________
Name: Patrick Mooney.
Title: Senior Account REP.
Date: ___________________________
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By: ______________________________
Name: Michael Crum
Title: Director, Public Events
Approved as to Form and Legality:
By: ______________________________
Name: Taylor Paris
Title: Assistant City Attorney
Contract Authorization:
M&C: M&C
Form 1295:
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: Keith A. Chisolm
Title: Capital Projects Manager
City Secretary:
By: ______________________________
Name: Jannette Goodall
Title: City Secretary
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EXHIBIT A
SCOPE OF SERVICES
Vendor will provide the City with services necessary for the installation of the latest version of Vendor’s
Metasys Facility Management System. This updated system will require the replacement of network
engines, field equipment controllers, box controllers, controls electrical modification, and the Metasys UI
Graphics. Vendor will also the City with formal training of two types: (1) two on-site 4 hour sessions with
Plant operations staff; and (2) Branch Training Metasys Operator 3-day certified class at Vendor’s Irving,
TX location for 2 City employees/representatives per quarter, as requested by the City.
The schedule for the Metasys upgrade will be completed in accordance with the Agreement and the
attached Exhibit A.
Johnson Controls, Inc.
Building Efficiency
800 Railhead Rd. Ste 304
Fort Worth, Texas 76106
Phone:866-656-9681
Fax:972-869-9421
Johnson %��
Controls
PROJECT INCLUSIONS
1. Furnish and Install Metasys Network Automation En�ines: (SNE22002, SNE11002,
and SNE10502) with Linux Embedded Operating System - the Metasys Extended
Architecture Technology has a pure web-based interface.
a. Connect new SNEs to Network
b. Set up and install desktop computer with monitor in Convention Center CUP
c. Remove existing NAEs
2. Furnish and Install Central Plant Hardware and Software
a. Central Plant Network Control Engine
b. Load programming for Central Plant
c. Place Central Plant temporarily in manual operation.
d. Disconnect existing Central Plant Controllers
e. Demo and remove Controllers and Panels
£ Install new Controller Panels
g. Terminate power and control wiring at new Controller and Panel
3. Furnish and Install Metasys Field Equipment Controllers (CGM09090)
a. Air Handlers, CHW System, CW System, HW System, Etc
b. Mount Control Panel with XPM Modules
c. Modify conduit and control wiring
d. Terminate control wiring and perform point to point verification
e. Connect new CGM Controllers to BUS
£ Load programming, measure, and verify
g. Remove existing Controllers and Panels
4. Furnish and Install Metasys Box Controllers (CVM09090)
a. Mount and secure CVM Controllers on VAV Boxes
b. Install new end devices and terminate wiring
c. Terminate control wiring and perform point to point verification
d. Connect new CVM Controllers to BUS
e. Load programming, measure, and verify
f. Remove existing Controllers and Panels
5. Furnish and install Metasys UI Snace Based Granhics
a. Customer meeting on graphics user views
b. Build graphics to customer requirements
c. Install graphics, map points, and verify
6. Metasys Controls Commissionin�
a. Commission Software
b. Test and Verify Operation
i. Each Sequence will be verified through computer simulator prior to installation
ii. Verify Sequences after install is complete
iii. Verify New Graphics and Binding
7. Furnish an image of Metasys software for COFW backup purposes
8. Furnish one year subscription software service to include all patches and upgrades
9. One (1) Year Parts and Labor Warranty
�YORK Service 4
Johnson Controls, Inc.
Building Efficiency
800 Railhead Rd. Ste 304
Fort Worth, Texas 76106
Phone:866-656-9681
Fax:972-869-9421
10. Three (3) Year Metasys Parts Warranty
Johnson i��
Controls
CONTROLLER LIST — SUPERVISORY NETWORK ENGINES & FIELD CONTROLLERS
�YORK Service
Johnson Controls, Inc.
Building Efficiency
800 Railhead Rd. Ste 304
Fort Worth, Texas 76106
Phone:866-656-9681
Fax:972-869-9421
FWCC-03 10.25.1.17
FWCC-04 10.25.1.18
NCE-1 FW CCCT 10.25.1.84
FWCC-07 10.25.1.13
FWCC-01 10.25.1.75
Johnson %��
Controls
. . . -. . . �- . . . �.
SCHWSYS/SHWSYS DX For SCHWSYS at Address 1
SCHWSYS/SHWSYS DX For SHWSYS at Address 2
SCHWSYS/SHWSYS XT Controller at Address 22
SCHWSYS XT Controller at Address 23
BRINESYS/MISC UNT Controller at Address 41
PR-MISC UNT Controller at Address 43
SCHWSYS/SHWSYS/AHU-Al2/PR-MISC UNT Controller at Address 44
HWSYS/MISC UNT Controller at Address 49
SCHWSYS New Pumps UNT
CHWSYS VAV Controller at Address 3
AHU-1 AHU-1
AH U-2 AH U-2
AHU-3 AHU-3
MAU-3 AHU-3
MAU-4 AHU-4
MAU-35 AHU-35
MAU-36 AHU-36
AHU-1 AHU-1 VAV Box
AHU-2 AHU-2 VAV Box
AHU-3 AHU-3 VAV Box
MAU-43 AHU-43 VAV Box
EF-2-3 Exhaust Fan 1-1
MAU-35 AHU-45 VAV Box
MAU-36 Exhaust Fan 1-2
VAVS-1 AHU-1 VAV Box
VAVS-1 (102) AHU-1 VAV Box
VAVS-1 AHU-1 VAV Box
VAVS-1 AHU-1 VAV Box
VAVS-1 AHU-1 VAV Box
VAVS-1 AHU-1 VAV Box
VAVS-2 AHU-2 VAV Box
VAVS-2 AHU-2 VAV Box
VAVS-2 AHU-2 VAV Box
�YORK Service 6
Johnson Controls, Inc.
Building Efficiency
800 Railhead Rd. Ste 304
Fort Worth, Texas 76106
Phone:866-656-9681
Fax:972-869-9421
Johnson ���
Controls
VAVS-2 AHU-2 VAV Box
VAVS-2 AHU-2 VAV Box
VAVS-2 AHU-2 VAV Box
VAVS-2 AHU-2 VAV Box
VAVS-2 AHU-2 VAV Box
VAVS-3 AHU-3 VAV Box
VAVS-2 AHU-2 VAV Box
VAVS-3 AHU-3 VAV Box
VAVS-2 AHU-2 VAV Box
VAVS-2 AHU-2 VAV Box
VAVS-2 (VMA-123) AHU-2 VAV Box
VAVS-2 (VMA-124) AHU-2 VAV Box
VAVS-3 AHU-3 VAV Box
VAVS-3 AHU-3 VAV Box
VAVS-3 AHU-3 VAV Box
VAVS-3 AHU-3 VAV Box
VAVS-3 AHU-3 VAV Box
VAVS-3 AHU-3 VAV Box
VAVS-3 AHU-3 VAV Box
VAVS-2 (VMA-132) AHU-3 VAV Box
VAVS-3 AHU-3 VAV Box
VAVS-3 AHU-3 VAV Box
VAVS-3 AHU-3 VAV Box
VAVS-3 AHU-3 VAV Box
VAVS-3 AHU-3 VAV Box
VAVS-3 AHU-3 VAV Box
VAVS-3 AHU-3 VAV Box
VAVS-3 AHU-3 VAV Box
VAVS-3 AHU-3 VAV Box
VAVS-3 (143) AHU-3 VAV Box
VAVS-2 AHU-2 VAV Box
VAVS-2 AHU-2 VAV Box
VAVS-2 AHU-2 VAV Box
AHU-4 AHU-4
AHU-5 AHU-5
AHU-6 AHU-6
AHU-7 AHU-7
AHU-8 AHU-8
AHU-9 AHU-9
�YORK Service
Johnson Controls, Inc.
Building Efficiency
800 Railhead Rd. Ste 304
Fort Worth, Texas 76106
Phone:866-656-9681
Fax:972-869-9421
Johnson ���
Controls
MAU-31 AHU-31
MAU-32 AHU-32
AHU-8 AHU-8 VAV Box
AHU-9 AHU-9 VAV Box
MAU-31 AHU-31 VAV Box
MAU-32 AHU-32 VAV Box
VAVS-8 AHU-8 VAV Box
VAVS-8 AHU-8 VAV Box
VAVS-8 AHU-8 VAV Box
VAVS-8 AHU-8 VAV Box
VAVS-8 AHU-8 VAV Box
VAVS-8 AHU-8 VAV Box
VAVS-8 AHU-8 VAV Box
VAVS-8 AHU-8 VAV Box
VAVS-8 AHU-8 VAV Box
VAVS-8 (145) AHU-8 VAV Box
VAVS-8 AHU-8 VAV Box
VAVS-8 (147) AHU-8 VAV Box
VAVS-8 AHU-8 VAV Box
VAVS-8 AHU-8 VAV Box
VAVS-8 AHU-8 VAV Box
VAVS-8 AHU-8 VAV Box
VAVS-9 AHU-9 VAV Box
VAVS-9 AHU-9 VAV Box
VAVS-9 (155) AHU-9 VAV Box
VAVS-9 AHU-9 VAV Box
VAVS-9 AHU-9 VAV Box
VAVS-9 AHU-9 VAV Box
VAVS-9 AHU-9 VAV Box
VAVS-9 AHU-9 VAV Box
VAVS-9 AHU-9 VAV Box
VAVS-9 AHU-9 VAV Box
VAVS-9 AHU-9 VAV Box
VAVS-9 AHU-9 VAV Box
VAVS-9 AHU-9 VAV Box
AHU-9 AHU-9 Drive
AHU-10 AHU-10
AHU-11 AHU-11
AHU-13 AHU-13
�YORK Service
Johnson Controls, Inc.
Building Efficiency
800 Railhead Rd. Ste 304
Fort Worth, Texas 76106
Phone:866-656-9681
Fax:972-869-9421
Johnson ���
Controls
AHU-14 AHU-14
AHU-15 AHU-15
AHU-17 AHU-17
DXPSYS DXP System
DXPSYS CHE- System
HW2-SYS HW2- System
AHU-10 AHU-10 VAV Box
AHU-11 AHU-11 VAV Box
VAVS-10 AHU-10 VAV Box
VAVS-10 AHU-10 VAV Box
VAVS-10 AHU-10 VAV Box
VAVS-10 AHU-10 VAV Box
VAVS-10 AHU-10 VAV Box
VAVS-10 AHU-10 VAV Box
VAVS-10 AHU-10 VAV Box
VAVS-10 AHU-10 VAV Box
VAVS-10 AHU-10 VAV Box
VAVS-10 AHU-10 VAV Box
VAVS-10 AHU-10 VAV Box
VAVS-10 AHU-10 VAV Box
VAVS-10 AHU-10 VAV Box
VAVS-10 AHU-10 VAV Box
VAVS-11 AHU-11 VAV Box
VAVS-11 AHU-11 VAV Box
VAVS-11 AHU-11 VAV Box
VAVS-11 AHU-11 VAV Box
VAVS-11 AHU-11 VAV Box
VAVS-11 AHU-11 VAV Box
VAVS-11 AHU-11 VAV Box
VAVS-11 AHU-11 VAV Box
VAVS-11 AHU-11 VAV Box
VAVS-11 AHU-11 VAV Box
VAVS-11 AHU-11 VAV Box
VAVS-11 AHU-11 VAV Box
VAVS-11 AHU-11 VAV Box
VAVS-11 AHU-11 VAV Box
VAVS-11 AHU-11 VAV Box
AHU-12 AHU-12
AHU-16 AHU-16
�YORK Service
Johnson Controls, Inc.
Building Efficiency
800 Railhead Rd. Ste 304
Fort Worth, Texas 76106
Phone:866-656-9681
Fax:972-869-9421
Johnson ���
Controls
AHU-18 AHU-18
AHU-12 AHU-12 VAV Box
AHU-16 AHU-16 VAV Box
AHU-18 AHU-18 VAV Box
VAVS-12 AHU-12 VAV Box
VAVS-12 AHU-12 VAV Box
VAVS-12 AHU-12 VAV Box
VAVS-12 AHU-12 VAV Box
VAVS-12 AHU-12 VAV Box
VAVS-12 AHU-12 VAV Box
VAVS-12 AHU-12 VAV Box
VAVS-12 AHU-12 VAV Box
VAVS-12 AHU-12 VAV Box
VAVS-12 AHU-12 VAV Box
VAVS-12 AHU-12 VAV Box
VAVS-16 AHU-16 VAV Box
VAVS-16 AHU-16 VAV Box
VAVS-16 AHU-16 VAV Box
VAVS-16 AHU-16 VAV Box
VAVS-16 AHU-16 VAV Box
VAVS-16 AHU-16 VAV Box
VAVS-16 AHU-16 VAV Box
VAVS-16 AHU-16 VAV Box
VAVS-16 AHU-16 VAV Box
VAVS-16 AHU-16 VAV Box
VAVS-16 AHU-16 VAV Box
VAVS-16 AHU-16 VAV Box
VAVS-18 AHU-18 VAV Box
VAVS-18 AHU-18 VAV Box
VAVS-18 AHU-18 VAV Box
VAVS-18 AHU-18 VAV Box
VAVS-18 AHU-18 VAV Box
VAVS-18 AHU-18 VAV Box
VAVS-18 AHU-18 VAV Box
VAVS-18 AHU-18 VAV Box
VAVS-18 AHU-18 VAV Box
VAVS-18 AHU-18 VAV Box
VAVS-18 AHU-18 VAV Box
VAVS-18 AHU-18 VAV Box
�YORK Service 10
Johnson Controls, Inc.
Building Efficiency
800 Railhead Rd. Ste 304
Fort Worth, Texas 76106
Phone:866-656-9681
Fax:972-869-9421
Johnson ���
Controls
VAVS-18 AHU-18 VAV Box
VAVS-18 AHU-18 VAV Box
AHU-16 AHU-16 Drive
AHU-19 AHU-19
AHU-20 AHU-20
AHU-19 AHU-19
AHU-20 AHU-20
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-19 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
�YORK Service 11
Johnson Controls, Inc.
Building Efficiency
800 Railhead Rd. Ste 304
Fort Worth, Texas 76106
Phone:866-656-9681
Fax:972-869-9421
Johnson ���
Controls
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box
VAVS-20 AHU-19 20 VAV Box (202B)
AHU-23 AHU-23
AH U-24 AH U-24
AHU-25 AHU-25
AHU-23 AHU-23
AH U-24 AH U-24
AHU-25 AHU-25
VAVS-23 AHU-23 VAV Box
VAVS-23 AHU-23 VAV Box
VAVS-24 AHU-24 VAV Box
VAVS-24 AHU-24 VAV Box
VAVS-24 AHU-24 VAV Box
VAVS-24 AHU-24 VAV Box
VAVS-23 AHU-23 VAV Box
VAVS-23 AHU-23 VAV Box
VAVS-110 AHU-23 VAV Box
VAVS-23 AHU-23 VAV Box
�YORK Service 12
Johnson Controls, Inc.
Building Efficiency
800 Railhead Rd. Ste 304
Fort Worth, Texas 76106
Phone:866-656-9681
Fax:972-869-9421
Johnson ���
Controls
VAVS-24 AHU-24 VAV Box
VAVS-24 (113) AHU-24 VAV Box
VAVS-24 AHU-24 VAV Box
VAVS-23 AHU-23 VAV Box
VAVS-25 AHU-25 VAV Box
VAVS-25 AHU-25 VAV Box
VAVS-25 AHU-25 VAV Box
VAVS-23 AHU-23 VAV Box
VAVS-23 AHU-23 VAV Box
VAVS-23 AHU-23 VAV Box
VAVS-23 AHU-23 VAV Box
VAVS-25 AHU-25 VAV Box
VAVS-25 AHU-25 VAV Box
VAVS-25 AHU-25 VAV Box
VAVS-25 AHU-25 VAV Box
VAVS-23 AHU-23 VAV Box
VAVS-23 AHU-23 VAV Box
VAVS-23 AHU-23 VAV Box
VAVS-23 (VMA-130) AHU-23 VAV Box
VAVS-23 AHU-23 VAV Box
VAVS-23 AHU-23 VAV Box
VAVS-23 AHU-23 VAV Box
VAVS-23 AHU-23 VAV Box
VAVS-23 AHU-23 VAV Box
VAVS-23 AHU-23 VAV Box
VAVS-24 AHU-24 VAV Box
VAVS-24 AHU-24 VAV Box
VAVS-24 AHU-24 VAV Box
VAVS-24 AHU-24 VAV Box
VAVS-24 AHU-24 VAV Box
VAVS-24 AHU-24 VAV Box
VAVS-24 AHU-24 VAV Box
VAVS-24 AHU-24 VAV Box
VAVS-24 AHU-24 VAV Box
VAVS-24 AHU-24 VAV Box
VAVS-24 AHU-24 VAV Box
VAVS-24 AHU-24 VAV Box
VAVS-24 AHU-24 VAV Box
VAVS-24 AHU-24 VAV Box
�YORK Service 13
Johnson Controls, Inc.
Building Efficiency
800 Railhead Rd. Ste 304
Fort Worth, Texas 76106
Phone:866-656-9681
Fax:972-869-9421
Johnson ���
Controls
VAVS-25 AHU-25 VAV Box
VAVS-25 AHU-25 VAV Box
VAVS-25 AHU-25 VAV Box
VAVS-25 AHU-25 VAV Box
VAVS-25 (155) Board Room
VAVS-25 AHU-25 VAV Box
VAVS-25 AHU-25 VAV Box
VAVS-25 AHU-25 VAV Box
VAVS-25 AHU-25 VAV Box
VAVS-25 AHU-25 VAV Box
VAVS-25 AHU-25 VAV Box
VAVS-25 AHU-25 VAV Box
VAVS-25 AHU-25 VAV Box
VAVS-25 AHU-25 VAV Box
VAVS-25 AHU-25 VAV Box
VAVS-25 AHU-25 VAV Box
VAVS-25 AHU-25 VAV Box
VAVS-25 AHU-25 VAV Box
VAVS-25 (170) Board Room
AH U-21 AH U-21
AHU-22 AHU-22
MAU-7 MUA-07
MAU-8 M UA-08
MAU-9 M UA-09
MAU-10 M UA-10
MAU-11 MUA-11
MAU-7 MUA-07
MAU-8 M UA-08
MAU-9 M UA-09
MAU-10 M UA-10
MAU-11 M UA-11
AHU-B6 AHU-B6 EXF#1
AHU-B7B8 AHU-B7 B8
AHU-B9B10 AHU-B9 B10
AHU-B11B12 AHU-B11 B12
AHU-B13B14 AHU-B13 B14 EXF#4
AHU-B15 AHU-B15 EXF#5
AHU-B16B17 AHU-B16 B17
KITCHEN Hot Water Heater Control
�YORK Service 14
Johnson Controls, Inc.
Building Efficiency
800 Railhead Rd. Ste 304
Fort Worth, Texas 76106
Phone:866-656-9681
Fax:972-869-9421
Johnson %��
Controls
AERCO -
AHU- B10 CONTROL
AHU- B11 CONTROL
AHU- B12 CONTROL
AHU- B13 CONTROL
AHU- B14 CONTROL
AHU- B15 CONTROL
AHU- B6 CONTROL
AHU- B7 CONTROL
AHU- B8 CONTROL
AHU- B9 CONTROL
AHU-A1 AHU-A1
AHU-A10 AHU-A10
AHU-A11 AHU-A11
AHU-Al2 AHU-Al2
AHU-A13 AHU-A13
AHU-A14 AHU-A14
AHU-A15 AHU-A15
AHU-A16 AHU-A16
AHU-A17 AHU-A17
AHU-A18 AHU-A18
AHU-A19 AHU-A19
AH U-A2
AHU-A20 AHU-A20
AH U-A21 AH U-A21
AHU-A22 AHU-A22
AHU-A23 AHU-A23
AH U-A24 AH U-A24
AHU-A25 AHU-A25
AHU-A26 AHU-A26
AHU-A27 AHU-A27
AHU-A28 AHU-A28
AHU-A29 AHU-A29
AHU-A3
AHU-A30 AHU-A30
AHU-A31 AHU-A31
AHU-A32 AHU-A32
AHU-A33 AHU-A33
AHU-A34 AHU-A34
�YORK Service 15
Johnson Controls, Inc.
Building Efficiency
800 Railhead Rd. Ste 304
Fort Worth, Texas 76106
Phone:866-656-9681
Fax:972-869-9421
Johnson %��
Controls
AHU-A35 AHU-A35
AHU-A36 AHU-A36
AHU-A37 AHU-A37
AHU-A38 AHU-A38
AHU-A39 AHU-A39
AHU-A3-ZONES
AH U-A4
AH U-A40 AH U-A40
AH U-A41 AH U-A41
AH U-A42 AH U-A42
AH U-A43 AH U-A43
AH U-A44 AH U-A44
AH U-A45 AH U-A45
AHU-A46
AH U-A47 AH U-A47
AH U-A48 AH U-A48
AH U-A4-ZO N ES
AHU-A5
AHU-AS-ZONES
AHU-A6 AHU-A6
AH U-A7 AH U-A7
AHU-A8 AHU-A8
AH U-A9 AH U-A9
AHU-B16 EXF#3
AHU-B18 AHU-B18
AHU-B19 AHU-B19 EXF#2
AHU-B20 AHU-B20
AHU-B21 AHU-B21
AHU-B22 AHU-B22
AHU-B23 AHU-B23
AHU-B24 AHU-B24
AHU-B25 AHU-B25 LT Enable
AHU-B26 AHU-B26
AHU-B27 AHU-B27
AHU-B28 AHU-B28
AHU-B29 AHU-B29
Arena Pumps UNT-64
Chiller 1 Data STANDARD RELEASE 2.0
Chiller 2 Data STANDARD RELEASE 2.0
�YORK Service 16
Johnson Controls, Inc.
Building Efficiency
800 Railhead Rd. Ste 304
Fort Worth, Texas 76106
Phone:866-656-9681
Fax:972-869-9421
Johnson ���
Controls
DD-101(RM111) AHU-IS-DD-101(RM111)
DD-102(Womans Restroom) AHU-I5-DD-102(Womans Restroom)
DD-103(Mens Restroom) AHU-IS-DD-103(Mens Restroom)
DD-104(RM109) AHU-IS-DD-104(RM109)
DD-105(RM109) AHU-IS-DD-105(RM109)
DD-106(RM107) AHU-I5-DD-106(RM107)
DD-107(RM107) AHU-IS-DD-107(RM107)
DD-108(RM106) AHU-IS-DD-108(RM106)
DD-109(RM106) AHU-IS-DD-109(RM106)
DD-110(RM108) AHU-IS-DD-110(RM108)
DD-111(RM108) AHU-IS-DD-111(RM108)
DD-112(East Corridor) AHU-IS-DD-112(East Corridor)
DD-113(RM110A) AHU-IS-DD-113(RM110A)
DD-114(RM110B) AHU-IS-DD-114(RM110B)
DD-115(Restrooms) AHU-IS-DD-115(Restrooms)
DD-116(RM112) AHU-I6-DD-116(RM 112)
DD-117(RM114) AHU-I6-DD-117(RM 114)
DD-118(RM116) AHU-I6-DD-118(RM116)
DD-119(RM118) AHU-I6-DD-119(RM118)
DD-120(East Corridor) AHU-I6-DD-120(East Corridor)
DD-121(RM113B) AHU-I6-DD-121(RM113B)
DD-125(RM 113A) AHU-I6-DD-125(RM113A)
DD-126(RM121A) AHU-9-DD-126(RM121A)
DD-127(RM121A)
DD-128(RM 121B) AHU-9-DD-128(RM121B)
DD-129(RM121B) AHU-9-DD-129(RM121B)
DD-130(RM121C) AHU-9-DD-130(RM121C)
DD-131(RM121C) AHU-9-DD-131(RM121C)
DD-132(RM 121D) AHU-IO-DD-132(RM 121D)
DD-133(RM121E) AHU-IO-DD-133(RM 121E)
DD-134(RM121F) AHU-IO-DD-134(RM 121F)
DD-135(RM122) AHU-IO-DD-135(RM 122)
DD-136(West Corridor) AHU-9-DD-136(West Corridor)
DD-137(Womans Restroom) AHU-9-DD-137(Womans Restroom)
DD-138(Mens Restroom) AHU-9-DD-138(Mens Restroom)
DD-139(RM120) AHU-9-DD-139(RM120)
FEC-7
Local Application
Chiller Plant
�YORK Service 17
Johnson Controls, Inc.
Building Efficiency
800 Railhead Rd. Ste 304
Fort Worth, Texas 76106
Phone:866-656-9681
Fax:972-869-9421
Johnson %��
Controls
PROJECT EXCLUSIONS
1.
2.
3.
4.
5.
6.
7.
8.
9.
10
11
12
13
14
State and Local TaXes
Permits and Fees
Payment & Performance Bond
Asbestos Abatement
Limitations of Access
Moving of Any Obstructions
Smoke Evacuation or Fire Systems
Excludes Arena AHCTs
Existing Communication Wiring Deficiencies
120/1/60 or Greater Power or Wiring
Test and Balance
End Devices — Actuator, Temperature Sensors, Flow Meter, Valves
Fees and Bonds
Existing Site or System Conditions
Thank you for this opportunity to be of service. If you have any questions please feel free to contact me at
(214) 797-9831 or Patrick.d.mooney(�c ici.com
This proposal is hereby accepted and York/JCI is authorized to proceed
with the work; subject, however, to credit approval by York/JCI.
Alternate Numbers Accepted
Purchaser - Company Name
This proposal valid 30 days past:
10/6/2023
Johnson Controls
�YORK Service��� �g
Vendor Services Agreement Page 12 of 12
v.1.4 (November 30, 2021)
EXHIBIT B
PAYMENT SCHEDULE
1.1 City will pay Vendor for Services performed pursuant to this Agreement up to a total amount
not to exceed $1,204,748.00. Vendor will not perform any additional services or bill for expenses
incurred for City not specified by this Agreement unless City requests and approves in writing the
additional costs for such services. City will not be liable for any additional expenses of Vendor not
specified by this Agreement unless City first approves such expenses in writing.
1.2 On or before the 10th day of each month of this Agreement, the Vendor will provide the City
with a signed fee invoice summarizing (i) the portion of the Services that have been completed
during the prior month and (ii) any additional visits that have been incurred during the prior month.
Vendor must provide the City with an invoice in order to be paid. Invoices must be submitted to
Supplierinvoices@fortworthtexas.gov.
1.3 Prior to submitting an invoice to the City for payment of the applicable Services, Vendor must
verify the quality of Services performed. The City will review and inspect all Services to
determine their acceptability and signify acceptance by execution of a services acceptance form,
which will be promulgated by the City. If the City rejects the submission, it will notify the Vendor
in writing as soon as the determination is made, listing specific reasons for rejection. The Vendor
will have ten (10) days to correct any deficiencies, unless otherwise agreed by the Parties in
writing. Payment to the Vendor will not be authorized unless the City accepts the Services in
writing. The City’s acceptance will not be unreasonably withheld.
1.4 Following acceptance of the Services by the City, Vendor must provide the City with a signed,
readable invoice summarizing (i) the Service(s) that have been completed; (ii) purchase order
number, and (iii) requesting payment. If the City requires additional reasonable information, it
will request the same promptly after receiving the above information, and the Vendor must provide
such additional reasonable information to the extent the same is available. Invoices must be
submitted to Supplierinvoices@fortworthtexas.gov
1.5 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 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.
Johnson Controls, Inc.
Building Efficiency
800 Railhead Rd. Ste 304
Fort Worth, Texas 76106
Phone:866-656-9681
Fax:972-869-9421
Johnson ���
Controls
PAYMENT SCHEDULE
Pa e-1
Application No: Preliminary SOV DRAFT Owner: COFW Convention Center
Pro'ect: COFW Convention Center Meta s Up rade
Period From: 1211I2023 OwnersRe resentative: Mr. Keith Chisolm
Period To: 10/31/2024
Contract For:
A B C D E F G H I J K
Work Completed /
Ite Description of Scheduled From This Materials Total (G/C) Balance Retainage Balance Actual
No. Work Value Previous Period Presently Complete Money To Tota110% To Physical
App's Stored & Stored Fnish Project Finish %
Contract Amount Not In To Date Less Including Complete
$1,204,748.00 DorE (D+E+F) Retainage Retainage
1 December 2023 - Mobilization and Engineering - 20 % $24Q949.00 $0.00 $0.00 $0.00 $0.00 0.00 % $216,854.10 $24,094.90 $24Q949.00 0.00 %
2 March 2024 - Metasys Control Hardware Ship - 20 % $240,949.00 $0.00 $0.00 $0.00 $0.00 0.00 % $216,854.10 $24,094.90 $24Q949.00 0.00 %
April 2024 - Metasys Demq W ring, Installation,
3 Programming,Commissioning-10% $120,474.00 $0.00 $0.00 $0.00 $0.00 0.00% $108,426.60 $12,047.40 $120,474.00 0.00%
Apri1 2024 - Metasys Demo, Wiring, lnstallation,
4 Programming,Commissioning-15% $180,714.00 $0.00 $0.00 $0.00 $0.00 0.00% $162,642.60 $18,071.40 $180,714.00 0.00%
June 2024- Metasys Demo, Wiring, Installation,
5 Programming, Commissioning - 15 % $180,714.00 $0.00 $0.00 $0.00 $0.00 0.00 % $162,642.60 $18,071.40 $180,714.00 0.00 %
September 2024 - Metasys UI Graphics, Final
6 Commissionin - 10 % $120,474.00 $0.00 $0.00 $0.00 $0.00 0.00 % $108,426.60 $12,047.40 $120,474.00 0.00 %
October 2024 - Project Closeout, IOMs As-Builts,
7 CustomerTraining-10%,PlusRetentionof10% $120,474.00 $0.00 $0.00 $0.00 $0.00 0.00% $108,426.60 $12,047.40 $120,474.00 0.00%
s $o.00 $o.00 $o.00 $o.00 $o.00 o.00 r $o.00 $o.00 $o.00 o.00 r
9 $0.00 $0.00 $0.00 $0.00 $0.00 0.00 % $0.00 $0.00 $0.00 0.00 %
10 $0.00 $0.00 $0.00 $0.00 $0.00 0.00 % $0.00 $0.00 $0.00 0.00 %
11 $0.00 $0.00 $0.00 $0.00 $0.00 0.00 % $0.00 $0.00 $0.00 0.00 %
12 $0.00 $0.00 $0.00 $0.00 $0.00 0.00 % $0.00 $0.00 $0.00 0.00 %
13 $0.00 $0.00 $0.00 $0.00 $0.00 0.00 % $0.00 $0.00 $0.00 0.00 %
14 $0.00 $0.00 $0.00 $0.00 $0.00 0.00 % $0_00 $0.00 $0.00 0.00 %
15 $0.00 $0.00 $0.00 $0.00 $0.00 0.00 % $0.00 $0.00 $0.00 0.00 %
16 $0.00 $0.00 $0.00 $0.00 $0.00 0.00 % $0.00 $0.00 $0.00 0.00 %
17 $0.00 $0.00 $0.00 $0.00 $0.00 0.00 % $0.00 $0.00 $0.00 0.00 %
18 Sub-toSal $1,204,748.00 $0.00 $0.00 $0.00 $0.00 0.00% $1,084,27320 $120,474.80 $1,204,748.00 0.00%
20 Taxes 0.00% $0.00 $0.00 $0.00 $0.00 $0.00 0.00 % $0.00 $0.00 $0.00 10.00 %
21 Totals $1,204,�as.00 $0.00 $0.00 $0.00 $0.00 0.00% $1,08427320 $120,474.80 $1,204,748.00 0.00%
�YORK Service
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 11/14/23 M&C FILE NUMBER: M&C 23-0965
LOG NAME: 25AMEND_PED_CIP
SUBJECT
(ALL) Authorize the Execution of a Vendor Services Agreement with Johnson Control, Inc. in an Amount Not to Exceed $1,204,748.00 for the Fort
Worth Convention Center Metasys Upgrade, Authorize Change Order 1 to the Construction Contract with SDB, Inc. in an Amount Not to Exceed
$100,640.19 for the Amon Carter Exhibit Hall Door Replacement, Adopt Appropriation Ordinance and Amend the Fiscal Years 2024-2028 Public
Events Capital Improvement Program
RECOMMENDATION:
It is recommended that the City Council
1. Authorize execution of a vendor services agreement with Johnson Controls Inc. in the amount of $1,204,748.00 from available funding in the
FWCC Metasys project (City Project No. 105210);
2. Authorize execution of a Change Order to the Construction Contract with SDB, Inc., City Secretary Contract 59739, in an amount not to
exceed $100,640.19 for a total contract amount of $790,980.19 to address scope changes for Americans with Disabilitites Act compliance
with available funding from the Amon Carter Exhibit Hall Door Replacement project (City Project No. 101437);
3. Adopt the attached appropriation ordinance in the Public Events Capital Fund by:
a. Removing the FWCC Exhibit Hall Lighting (City Project No. 105074) and FWCC Lobby Renovation (City Project No. 104370) projects,
eliminating appropriations and increasing the available balance in the Public Events Capital Fund in the amount of $1,660,000.00,
b. Increasing estimated receipts and appropriations in the amount of $1,370,000.00, from available funds, for the purpose of funding the
FWCC Metasys project (City Project No.105210),
c. Increasing estimated receipts and appropriations in the amount of $290,000.00, from available funds, for the purpose of funding the
FWCC Expansion project (City Project No. 102582),
d. Adjusting estimated receipts and appropriations by increasing estimated receipts and appropriations in the FWCC Expansion project
(City Project No. 102582) in the amount of $681,135.00 and decreasing estimated receipts and appropriations in the FWCC Minor
Renovation & Repair programmable project (City Project No. P00053) by the same amount,
e. Adjusting estimated receipts and appropriations by increasing estimated receipts and appropriations in the FWCC Star Tower
Facade project (City Project No. 102515) in the amount of $60,000.00 and decreasing estimated receipts and appropriations in the
FWCC Minor Renovation & Repair programmable project (City Project No. P00053) by the same amount,
f. Adjusting estimated receipts and appropriations by increasing estimated receipts and appropriations in the Amon Carter Exhibit Hall
Door Replacement project (City Project No. 101437) in the amount of $140,000.00 and decreasing estimated receipts and
appropriations in the WRMC Minor Renovation and Repair programmable project (City Project No. P00054) by the same amount, and
g. Adjusting estimated receipts and appropriations by increasing estimated receipts and appropriations in the WRMC Generator
Enhancement project (City Project No. 102634) in the amount of $100,000.00 and decreasing estimated receipts and appropriations
in the WRMC Minor Renovation and Repair programmable project (City Project No. P00054) by the same amount.
4. Amend the Fiscal Years 2024-2028 Capital Improvement Program
DISCUSSION:
The purpose of this M&C is to amend the Public Events Capital Improvement Program (CIP) for the Fort Worth Convention Center (FWCC) and
Will Rogers Memorial Center (WRMC) chapters by reallocating funds for current capital needs. This M&C also authorizes a sole source vendor
service agreement with Johnson Control, Inc. for the METASYS upgrade at FWCC and execution of a Change Order to the construction contract
with SDB, Inc (CSC 59739) for scope changes related to ADA compliance for the Amon Carter Exhibit Hall Door replacement project at WRMC.
FWCC METASYS Project (CPN 105120): The METASYS Building Automation System (BAS) is a complete family of hardware and software
control components designed to work together as one cohesive system. METASYS enhances occupant comfort, health, safety, security, and
productivity, and it provides more system control and easier access to information than other building automation systems. The latest version of
METASYS maximizes operator efficiency, and enhances overall system performance and reliability by identifying, troubleshooting and correcting
issues from any Windows-based device. The system also provides a predictable and preventive maintenance on critical components of the
convention center’s commercial HVAC, lighting, security and protection systems.
The project scope includes the removal and replacement of critical data interfacing components, software upgrades, operator training and
certification, and a one-year warranty on parts and services to include patches and upgrades. The project is scheduled to start in December 2023
with a substantial completion date of 1Q, FY2025. The total project budget for the FWCC METASYS Upgrade is $1,370,000.00.
A waiver of the goal for Business Equity subcontracting requirements was requested, and approved by the DVIN, in accordance with the
applicable Ordinance, because the purchase of goods or services is from a sole source where subcontracting or supplier opportunities are
negligible.
Kitchen FF&E for the FWCC Expansion Phase I (CPN 102582): The current furniture, fixtures, and equipment (FF&E) for the Fort Worth
Convention Center requires modernization, upgrades, and increased cooking, preparation, and service capacity in support of the expansion
project. The department had previously planned to procure kitchen FF&E in support of the convention center expansion. Increasing the FF&E
budget for the project ensures compatibility issues are minimized, procurement and installation is more efficient, and the volume of items for
procurement provides additional opportunities for savings. This is an ARPA project and is scheduled for substantial completion 2Q, FY2025. The
addition for the FWCC Kitchen FF&E is $971,135.00 for a new total project budget of approximately $95,972,680.00.
FWCC Star Tower Facade Project (CPN 102515): The purpose of this project is to evaluate exterior brick, glass and connection joints for wear,
provide construction drawings and facilitate repairs to the Fort Worth Convention Center (FWCC) Star Tower, located at the SW corner of the
building. PED, in collaboration with PMD, is working through the design process and bid documentation phase of the current project. Upon further
investigation, engineers have identified severe corrosion of metal studs due to a lack of waterproofing around the stucco requiring a need for
increased funding to complete the needed improvements. This is an ARPA project and is scheduled for substantial completion 2Q, FY2024. The
total project budget for the FWCC Star Tower Façade Caulking and sealing is $225,000.00
Amon Carter Door Replacement (CPN 101437): On May 9, 2023 M&C 23-0366 awarded SDB Inc a construction contract for the replacement
of doors and associated hardware at the Amon Carter Building on the Will Rogers Memorial Center Campus and executed CSC 59739 in the
amount of $690,340.00. Construction work began in the second quarter of calendar year 2023. During the construction process, contractors
have identified numerous locations above interior and exterior doorways missing headers. The headers are essential to maintaining doorway
integrity. Additionally, in an effort to increase access to the facility, the department has requested eight (8) additional ADA door openers. Finally,
the current door hardware does not conform with the majority of the hardware used throughout the campus. As such, the department is asking to
upgrade door hardware and other scope changes to meet current usage, with the execution of Change Order #1 to CSC 59739. Additional Public
Events Capital funding is proposed to supplement existing ARPA project funding. The project is scheduled for substantial completion 2Q,
FY2024. The total project budget for the Amon Carter Door Replacement is $904,459.85
In accordance with the City Code of Ordinances, Part II, Chapter 7-1 Fort Worth Building Administrative Code, Section 109.2.1, Exception 2;
“Work by non-City personnel on property under the control of the City of Fort Worth shall be exempt from the permit fees only if the work is for
action under a contract that will be or has been approved by City Council with notes in the contract packages stating the fee is waived." SDB Inc is
in compliance with the City's Business Equity Ordinance by committing to 35% MWBE participation on this project. The City's MWBE goal on this
project is 15%.
WRMC Generator Enhancement Project (CPN 102634): The original scope of this project was to replace generator in Coliseum that provides
emergency power to lighting in the Coliseum and Exhibit Hall. Additionally, will provide new equipment providing emergency power to Admin
offices and facility network, data & phone infrastructure. During a recent power outage, the staff and our strategic partners (FWSSR) sustained
critical outages from data and communication servers to emergency lighting where guests were present. Engineers are redesigning generator
capacities and locations to ensure maximum emergency back-up capabilities. This is an ARPA project and is scheduled for substantial completion
4Q, FY2024. The total project budget for the emergency generator replacement is $415,000.00
FY2024-2028 Capital Improvement Program (CIP) Amendments:
Both the FWCC Grand Lobby Renovations, approved in the FY2023-2027 CIP in connection with ordinance 25773-09-2022, and FWCC Exhibit
Hall Lighting project, approved in the FY2024-2028 CIP in connection with ordinance 26453-09-2023, are being deferred to future phases of the
FWCC Expansion project, which is included in FY2026 of the FY2024-2028 CIP for an estimated $606M to be funded with future bonds.
The additional funding to the current FWCC Expansion project for the Kitchen FF&E and the FWCC Metasys Project were not included in the
current CIP because the imminent need was unforeseen at the time the CIP was being developed. The FWCC Star Tower Facade is funded by
American Rescue Plan Act (ARPA) funds, Subtitle M (Coronavirus State and Local Fiscal Recovery Funds) with the restoration of deferred capital
projects in M&C 21-0913, November 30, 2021 and as such is not included in any current or previous Capital Improvement Program (CIP).
Allocations are however made annually in the CIP for the FWCC Minor Renovation & Repair programmable project.
The Amon Carter Exhibit Hall Door Replacement and WRMC Generator project is funded by American Rescue Plan Act (ARPA) funds, Subtitle M
(Coronavirus State and Local Fiscal Recovery Funds) with the restoration of deferred capital projects in M&C 21-0913, November 30, 2021 and
the reallocation of other WRMC ARPA project funding in M&C 23-0646, August 8, 2023 and as such is not included in any current or previous
Capital Improvement Program (CIP). Allocations are made annually in the CIP for the WRMC Minor Renovation & Repair programmable project.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that funds are currently available in the FWCC Lobby Renovation, FWCC Exhibit Hall Lighting, FWCC Minor
Renovation & Repair and WRMC Minor Renovation & Repair projects within the Public Events Capital Fund and upon approval of the above
recommendations and adoption of the attached appropriation ordinance, funds will be available in the various capital projects within the Public
Events Capital Fund to support the above recommendations and execution of the agreement and change order. Prior to an expenditure being
incurred, the Public Events Department has the responsibility of verifying the availability of funds.
Submitted for City Manager's Office by: William Johnson 5806
Originating Business Unit Head:Michael Crum 2501
Additional Information Contact:Keith Chisolm 2525