HomeMy WebLinkAboutContract 59600-A2DocuSign Envelope ID: B1DDB101-262F-41CA-BAC3-AB985885F60C
CSC No. 59600-A2
SECOND AMENDMENT
TO
CITY OF FORT WORTH CONTRACT 59600
This Second Amendment to Fort Worth City Secretary Contract No. 59600 is made
between the City of Fort Worth (hereafter "City"), a home rule municipality, with its principal
place of business at 200 Texas Street, Fort Worth, Texas, 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 ("Agreement/Contract"); and
WHEREAS, on October 27, 2023, the Parties amended 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.
WHEREAS, it is the collective desire of both Fort Worth and Vendor to amend the
Agreement to include an additional one-year preventative maintenance for the Building
Automation System VAC Controller and to increase the contract value to $22,260.00.
NOW, THEREFORE, the Parties, acting herein by the through their duly authorized
representatives, enter into the following agreement:
1. AMENDMENTS
The Agreement is hereby amended as follows: To include an additional one-year preventative
maintenance for the Building Automation System VAC Controller and to increase the annual
contract amount to $66,480.80 to begin June 1, 2024, and end May 31, 2025, per attached Exhibit
A.
Vendor shall not provide any additional items or 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 or items. City shall not be liable for any additional expenses of Vendor not specified
by this Agreement unless City first approves such expenses in writing.
2. ALL OTHER TERMS SHALL REMAIN THE SAME
All other provisions of the Agreement which are not expressly amended herein shall remain in full
force and effect.
3. ELECTRONIC SIGNATURE
This Amendment may be executed in multiple counterparts, each of which shall be an original and
all of which shall constitute one and the same instrument. A facsimile copy or computer image,
such as a PDF or tiff image, or a signature, shall be treated as and shall have the same effect as an
original.
[Signature Page Follows] OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Second Amendment to Fort Worth City Secretary Contract No. 59600 Page 1 of 2
DocuSign Envelope ID: B1DDB101-262F-41CA-BAC3-AB985885F60C
ACCEPTED AND AGREED:
FORT WORTH:
City of Fort Worth
By:
Name: Fernando Costa
Title: Assistant City Manager
Date:
Approval Recommended:
By:
Chris Harder (May 9,202413:19 CDT)
Name:
Christopher Harder, P.E.
Title:
Water Department Director
Attest:
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By:
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Name:
Jannette S. Goodall
Title:
City Secretary
VENDOR:
Schneider Electric Buildings Americas, Inc.
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Name: Shawn Hanrahan
Title: General Manager Dallas Branch
Date: 08-May-2024
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:
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Name:
Patty Jan lson
Title:
Contract Services Administrator
Approved as to Form and Legality:
By: Douglas Black (May 10, 202411:24 CDT)
Name: Doug Black
Title: Senior Assistant City Attorney
Contract Authorization:
M&C: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Second Amendment to Fort Worth City Secretary Contract No. 59600 Page 2 of 2
DocuSign Envelope ID: B1DDB101-262F-41CA-BAC3-AB985885F60C
EXHIBIT A
The City of Fort Worth
Service Agreement
Prepared by:
Jon M. Stringer
For Service at;
City of Fort Worth Water & Wastewater Central Laboratory
2600 SE Loop 820
Fort Worth, TX 76140
For the period 6/1/24 thru 5/31/25
Services Provided By:
Schneider Electric Buildings Americas, Inc.
1650 W Crosby Road
Carrollton, TX 75066
Phone: 972-323-1111
Date: 4/23/24
www.schneider-electric.com/buildings
Schneider
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Schneider
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1. Your Schneider Electric Service Team
Schneider Electric has assembled a specialized team to provide you with industry -leading building
services. Your service team will work with you to help you derive the highest value from your building
systems investment and assist you in reducing your energy and operating costs, while maintaining the
highest levels of occupant comfort, safety and productivity.
This team will facilitate a smooth integration of our service activities into your normal business activities.
The team will strive to meet your business objectives, provide effective lines of communication and
provide continuity through the Schneider Electric personnel who execute your service program, so that
your service is delivered in a seamless, transparent manner.
Your service team includes the following Schneider Electric professionals:
Amy Martin will be your Field Service Manager. The primary responsibility of Amy is to provide
support and coordination for the execution of your service program. Amy is ultimately responsible
for Schneider Electric' service relationship with The City of Fort Worth and will strive to provide you
with excellent customer service. Amy can be reached at 877-822-2601.
Devin Crandall will be your primary service technician. Devin will be performing the service and
repair functions for your Schneider Electric BMS and related HVAC equipment whenever possible.
In the event that the primary service technician is not available, we will then assign the secondary
technician. Devin can be reached at 877-822-2601.
Myron Malone will be your secondary service technician. Myron will serve as backup whenever the
primary service technician is not available. Myron can be reached at 877-822-2601.
Jamie Grimes is your service coordinator. Jamie is responsible for scheduling all maintenance
program services. Your service coordinator can be reached at 877-822-2601 for emergency
service or normal service requests.
/-. YOUR AGREEMENT INVESTMENT
This service agreement will be for an original term of 12 months, beginning on 6/1/2024.
This agreement will renew annually, unless either party changes the services covered or the annual
investment. The City of Fort Worth's annual investment in this program is shown below:
DESCRIPTION I ANNUAL PRICE I TERM
BAS Maintenance 1 $22,260.00 1 12 Months
For services designated herein and included in attached addendums, The City of Fort Worth
agrees to pay Schneider Electric the amount of Twenty Two Thousand Two Hundred Sixty
Dollars and No Cents (22,260.00), to be invoiced in equal Quarterly installments of $5,565.00.
This amount does not reflect any applicable taxes. Applicable taxes will be added to the invoice
sent to you by Schneider Electric. Schneider Electric must be presented with either a tax-exempt
certificate or a re -sale certificate if taxes are not to be applied.
Master Service Agreement
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Schneider
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The annual agreement price shown above can only be adjusted if equipment as described in the
attachment is added or deleted from the original agreement. Price adjustments after Year One are
discussed in the terms and conditions of this agreement, and displayed on the previous page of his
agreement.
Payment terms will be no greater than 30 days after Schneider Electric' invoice date. Schneider
Electric reserves the right to discontinue its service any time payments have not been made as
agreed. Failure to make payments when due or impairment of The City of Fort Worth's credit shall
relieve Schneider Electric of any and all obligations pertaining to work or performance of work. We
would appreciate your signature in the space provided below as your acceptance of this agreement.
PROPOSAL OFFERED BY: Jon M. Stringer
DATE: 4/23/24
City of Fort Worth Acceptance Schneider Electric Acceptance
Accepted by: Accepted by:
Name typed: Name typed:
Title: Title:
Date: Date:
Purchase Order No.
Master Service Agreement
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Schneider
Electric
Master Service Agreement
TERMS AND CONDITIONS
900512MSA R07/15/21
A. Planned and / or routine maintenance services provided under this agreement will be performed during
normal working hours unless specifically stated in the contract.
B. The guarantees and services provided under the scope of this agreement are conditioned upon the
customer identified in this agreement to which these Terms and Conditions are attached or incorporated
by reference (hereinafter "Customer") operating and maintaining systems / equipment. The Customer will
do so according to industry -accepted practices and in consideration of our recommendations.
C. The Customer will provide and permit reasonable access to all covered equipment. Schneider Electric
Buildings Americas Inc. (hereinafter "Company") will be allowed to start and stop equipment as necessary
to perform its services and be permitted use of existing facilities and building services, after the technician
has verbally notified the Customer that he has arrived on the premise.
D. The Company shall not be liable for any loss, delay, injury or damage that may be caused by
circumstances beyond its control including, but not restricted to acts of God, war, civil commotion, acts of
government, fire, theft, corrosion, floods, lightning, power fluctuations, freeze -ups, strikes, lockouts,
differences with workmen, riots, explosions, quarantine restriction, delays in transportation, shortage of
vehicles, fuel, labor or materials, or malicious mischief.
E. In the unlikely event of failure by the Company to perform the obligations in this contract, the Company's
liability is limited to repair or replacement of product at its option, and such shall be the Customer's sole
remedy. Under no circumstances will the Company be responsible for loss of use, loss of profits,
increased operating or maintenance expense, claims of the Customer's tenants or clients, or any special,
indirect or consequential damages.
F. The agreement does not include responsibility for system design deficiencies, such as, but not limited to,
poor air distribution, water flow imbalances, etc. It does not include responsibility for system, equipment
and component obsolescence, electrical failures, nor unserviceable equipment such as ductwork, boiler
shell and tubes, unit cabinets, boiler refractor material, electrical wiring, hydronic or pneumatic piping,
structural supports, etc. Manual operation of equipment or systems is also excluded from this coverage,
unless clearly included by amendment.
G. The Company is not responsible for the removal or disposal of any hazardous materials or any cost
associated with those materials unless otherwise specified in this agreement. Any charges incurred for
their proper disposal will be borne by the Customer and will be incremental to the contract price.
H. The agreement does not include repairing any damage resulting from improper / inadequate water
treatment or filter service not supplied by the Company.
I. This agreement does not include services occasioned by improper operation, negligence, vandalism, or
alterations, modifications, abuse, or misuse, or repairs to equipment not performed by the Company. Also
excluded is the furnishing of materials and supplies for painting or refurbishing equipment.
J. The Company shall not be required to furnish any items of equipment, labor, or make special tests
recommended or required by insurance companies, federal, state, municipal or other authorities except as
otherwise included in this agreement.
K. This agreement does not include the cleaning of any air passages, grilles, or air balancing of systems.
L. In the event either party must commence a legal action in order to enforce any rights under this contract,
the successful party shall be entitled to all court costs and reasonable attorney's fees as determined by
the court for prosecuting and defending the claim, as the case may be. This agreement shall be
interpreted and governed by the laws of the jurisdiction in which the goods are delivered or services are
performed without regard to its choice of law provisions.
M. The Company shall not be liable for the operation of the equipment nor for injuries to persons or damage
to property, except those directly due to the negligent acts or omissions of its employees and in no event
shall it be liable for consequential or speculative damages. The Company shall not be liable for expense
incurred in removing, replacing or refinishing any part of the building structure necessary to the execution
of this agreement. The Company shall not be held liable for any loss by reason of strikes or labor troubles
affecting its employees who perform the service called for herein, delays in transportation, delays caused
by priority or preference rating, or orders or regulations established by any government, authority, or by
unusual delays in procuring supplies or for any other cause beyond its reasonable control.
Master Service Agreement
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N. Only the Company's personnel or agent are authorized to perform the work included in the scope of this
agreement. The Company may, at its option, cancel its obligations under this agreement should non -
authorized individuals perform such work.
O. This agreement and all rights hereunder shall not be assignable unless approved by the Company in
writing.
P. In the event of additional freight, labor, or material costs resulting from the Customer's request to avoid
delays with respect to equipment warranties, or accelerated delivery of parts and supplies, the Customer
agrees to pay these additional costs at the Company's currently established rate.
Q. The Company's scope of work shall not include the identification, detection, abatement, encapsulation or
removal of asbestos or products or materials containing asbestos or similar hazardous substances. In the
event the Company encounters such material in performing its work, the Company will have the right to
discontinue work and remove its employees until the hazard is corrected by the Customer or it is
determined no hazard exists.
R. This agreement contains the entire contract and the parties hereby agree that this agreement has been
agreed to and the entire agreement is then accepted and approved by an authorized person for both
parties, and no statement, remark, agreement or, understanding, oral or written, not contained herein,
will be recognized or enforced.
S. This agreement does not include the disposal of hazardous waste.
T. The Customer acknowledges and agrees that any purchase order issued by the Customer, in accordance
with this agreement, is intended only to establish payment authority for the Customer's internal
accounting purposes. No purchase order shall be considered to be a counteroffer, amendment,
modification, or other revision to the terms of this agreement. No term or condition included in the
Customer's purchase order will have any force or effect.
U. The Customer acknowledges that the Company's employees are valuable assets to the Company. The
Customer agrees to pay the Company an amount equal to 12 months of salary for each the Company
employee who worked at the Customer's facility that is then hired by the Customer at any time during the
term of this agreement and for six months thereafter. In addition, the Customer agrees to reimburse the
Company for all costs associated with any training the Company provided to such employees during the
three years before the date the Customer hires such employees.
V. Unless otherwise provided in the body of this agreement, this master service agreement will be for a term
of one (1) year ("Initial Term") from the date hereof and from year to year thereafter until terminated
subject to annual price adjustment at each anniversary of this agreement to reflect increases in labor and
material costs as well as system expansion, if any. Either party may terminate this agreement at any time
with 90 days written notice, with or without cause, provided, however, that if the Customer cancels this
agreement without due cause during the Initial Term of this agreement, the Customer shall pay the
Company 25% of the annual price in addition to any previous amounts paid.
W. This agreement excludes repair of pre-existing conditions that are required to place this equipment into
proper operating condition upon acceptance of this agreement.
X. Disclaimer. Company reserves the right to amend, withdraw or otherwise alter this submission without
penalty or charge as a result of any event beyond its control arising from or due to the current COVID-19
epidemic or events subsequent to this epidemic / pandemic including changes in laws, regulations, by laws
or direction from a competent authority. The Customer acknowledges that 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 COVID-19 epidemics/pandemic and that the situation may trigger
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 authorities or deliberately implemented by the Company (or its subcontractors) as preventive
or curative measures to avoid harmful contamination exposure of Company's (or its subcontractors')
employees. The Customer therefore recognizes that such circumstances shall be considered as a cause for
excusable delay not exposing the Company to contractual sanctions including without limitation delay
penalties, liquidated or other damages or termination for default.
Y. Insurance. The parties 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 with not less than $1,000,000 minimum
coverage per occurrence. Such insurance shall be with reputable and financially responsible carriers
authorized to transact business in the jurisdiction in which the services are being performed. No credit will
be given or premium paid by Company for insurance afforded by others.
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Z. Ethics and Compliance with Laws. Each party shall comply in all respects with all applicable legal
requirements governing the duties, obligations, and business practices of that party. Neither party shall
take any action in violation of any applicable legal requirement that could result in liability being imposed
on the other party. In the event Customer has concerns related to ethics, compliance, or Company's
Principles of Responsibility, and/or any potential violations of these policies, Customer is welcome to make
use of Company's GreenLine. The GreenLine is Company's global helpline for external stakeholders. It is a
confidential channel through which Customers can ask questions and raise concerns. Reports can be made
using the link: httDs://secure.ethicsDoint.eu/domain/media/en/oui/104677/index.html.
AA. Cybersecurity.
1. Customer's Obligations for Its Systems: Customer is solely responsible for the implementation and
maintenance of a comprehensive security 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 it runs the Products or Services
provided by Company, against Cyber Threats. "Cyber Threat" means any circumstance or event with
the potential to adversely impact, compromise, damage, or disrupt Customer's Systems or that may
result in any unauthorized access, acquisition, loss, misuse, destruction, disclosure, and/or
modification of Customer's Systems, including any data, including through malware, hacking, or
similar attacks.
2. Without limiting the foregoing, Customer shall at a minimum:
(a) have qualified and experienced personnel with appropriate expertise in cybersecurity maintain
Customer's Security Program, and have such personnel regularly monitor cyber intelligence feeds and
security advisories applicable to Customer's Systems or Customer's industry;
(b) promptly update or patch its Systems or implement other appropriate measures based on any
reported Cyber Threats and in compliance with any security notifications or bulletins, whether publicly
disclosed on Company's security notification webpage at
httDs://www.se.com/ww/en/work/support/cvbersecurity/security-notifications.isD or otherwise
provided to Customer;
(c) regularly monitor its Systems for possible Cyber Threats;
(d) regularly conduct vulnerability scanning, penetration testing, intrusion scanning, and other
cybersecurity testing on its Systems; and
(e) meet the recommendations of Company's Recommended Cybersecurity Best Practices, available
at httDs://www.se.com/us/en/download/document/7EN52-0390/, as may be updated by Company
from time to time, and then -current industry standards.
Customer's Use of the Products, Software, and Services: Company may release Updates and Patches
for its Products, Software, and Services from time to time. Customer shall 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 the latest version of the Products or
Software, where applicable. An "Update" means any software that contains a correction of 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
vulnerability 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 Services or Customer's Systems becoming vulnerable to certain Cyber Threats or result
in impaired functionality, and Company shall not be liable or responsible for any losses or damages
that may result.
4. Identification of Cyber Threats: If 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
(httDS://www.se.com/ww/en/work/sUDDort/cvbersecurity/reDort-a-vulnerabilitv.iSD#Customers) and
further provide Company with any reasonably requested information relating to such vulnerability
(collectively, "Feedback"). Company shall have a non-exclusive, perpetual and irrevocable right to
use, display, reproduce, modify, and distribute the Feedback (including any confidential information or
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intellectual property contained therein) in whole or part, including to analyze and fix the vulnerability,
to create Patches or Updates for its customers, and to otherwise modify its Products, Software, or
Services, in any manner without restrictions, and without any obligation of attribution or compensation
to Customer; provided, however, Company shall not publicly disclose Customer's namein connection
with such use or the Feedback (unless Customer consents otherwise). By submitting Feedback,
Customer represents and warrants to Company that Customer has all necessary rights in and to such
Feedback and all information it contains, including to grant the rights to Company described herein,
and that such Feedback does not infringe any proprietary or other rights of third parties or contain any
unlawful information.
BB. Import and Export.
1. The Products and Services provided by Company under this Contract contain or may contain
components and/or technologies from the United States 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, information, other deliverables and/or the embedded technologies
(hereinafter referred to as "Deliverables") under these Terms and Conditionsof Sale shall fully comply
with related applicable US, EU and other national and international export control laws and/or
regulations.
Unless applicable export license/s has been obtained from the relevant authority 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 (ii) be used for those 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 rocket systems or unmanned air vehicles; nor be used in
any nuclear weapons delivery systems; and will not be used in any design, development, production or
use for any weapons which may include but not limited to chemical, biological or nuclear weapons.
If any necessary or advisable licenses, authorizations or approvals are not obtained, whether arising
from inaction by any relevant government authority or otherwise, or if any such licenses,
authorizations or approvals are denied or revoked, or if 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 liability under the applicable export control laws and/or
regulations if it fulfilled the order, Company shall be excused from all obligations under such order
and/or these Terms and Conditions of Sale.
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