HomeMy WebLinkAboutContract 61968CSC No. 61968
FORT WORTH,
N*
VENDOR SERVICES AGREEMENT
(Information Technology)
This Vendor Services Agreement ("Agreement") is made and entered into by and between the City
of Fort Worth, a Texas home -rule municipal corporation (the "City" or "Client") and Johnson Controls,
Inc. ("Vendor"). City and Vendor are each individually referred to herein as a "party" and collectively
referred to as the "parties." The term "Vendor" shall include Vendor, its officers, agents, employees,
representatives, contractors or subcontractors. The term "City" shall include its officers, employees, agents,
and representatives.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This for Vendor Services Agreement;
2. Exhibit A —
Statement of Work Plus Any Amendments to The Statement of Work;
3. Exhibit B
— Payment Schedule;
4. Exhibit C
— Milestone Acceptance Form;
5. Exhibit D
— Network Access Agreement; and
6. Exhibit E —
Delegation of Authority Certificate
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the documents, the terms and conditions of this Agreement shall control.
The term "Vendor" or "Contractor" shall include the Vendor or Contractor, and its officers, agents,
employees, representatives, servants, contractors or subcontractors.
The term "City" shall include its officers, employees, agents, and representatives.
1. Scone of Services. This agreement is for the Purchase and Installation of Building
Automation System (BAS) at the Water Laboratory Division located at 2600 SE Loop 820, Fort Worth,
Texas 76140, and, subsequently, for Annual Preventative Maintenance and Repair Services to include parts,
labor and travel expenses ("Services"), which is attached hereto as Exhibit "A" and incorporated herein
for all purposes, and further referred to herein as the "Services." Vendor shall perform the Services in
accordance with standards in the industry for the same or similar services. In addition, Vendor shall perform
the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. If there
is any conflict between this Agreement and Exhibit A, the terms and conditions of this Agreement shall
control.
2. Term. The term for the purchase and installation of the BAS begins on the date this
Agreement is executed by the Assistant City Manager below ("Effective Date") and shall expire one year
therefrom ("Expiration Date"), unless extended or terminated earlier in accordance with ("Initial Term").
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY
FT. WORTH, TX Page 1 of 30
Upon the completion of the Initial Term, the Agreement shall automatically convert into a maintenance
agreement for the Services under the terms and condition therefor expressed herein. The maintenance
version of this Agreement may be renewed by the mutual, written, agreement of the parties on an annual
basis for nine (9) one-year terms, each a "Renewal Term."
3. Compensation. The City shall pay Vendor in accordance with the Texas Prompt Payment
Act (Texas Gov't Code 2251) as supplemented by provisions of this Agreement and Exhibit "B," which
are attached hereto and incorporated herein for all purposes. Total compensation under this Agreement for
for the Initial Term, including the BAS and implementation shall not exceed Two Hundred Fifty -Six
Thousand One Hundred Seventy -Five Dollars and Zero Cents ($256,175.00). Subsequently, the total
annual compensation for each Renewal Term under this Agreement for Services shall not exceed Five
Thousand Nine Hundred Thirty -Seven Dollars and Fifty -Six Cents ($5,937.56). In no event shall City
pay any amount in excess of Three Hundred Nine Thousand Six Hundred Thirteen Dollars and Zero
Cents ($309,613.00) to Vendor. Vendor shall not perform any additional services for the City not
specified by this Agreement unless the City requests and approves in writing the additional costs for
such services. The City shall not be liable for any additional expenses of Vendor not specified by this
Agreement unless the City first approves such expenses in writing. City agrees to pay all invoices of
Vendor within thirty (30) days of receipt of such invoice. Vendor may charge interest on late payments not
to exceed one percent (1%).
4. Termination.
4.1. Convenience. Either the 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. Breach. If either party commits a material breach of this Agreement, the non -
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of
notice from the non -breaching party, or other time frame as agreed to by the parties. If the breaching
party fails to cure the breach within the stated period of time, the non -breaching party may, in its
sole discretion, and without prejudice to any other right under this Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching party.
4.3. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by
the City in any fiscal period for any payments due hereunder, the City will notify Vendor of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever, except
as to the portions of the payments herein agreed upon for which funds have been appropriated.
4.4. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, the City shall pay Vendor for services actually rendered up
to the effective date of termination and Vendor shall continue to provide the City with services
requested by the City and in accordance with this Agreement up to the effective date of termination.
Upon termination of this Agreement for any reason, Vendor shall provide the City with copies of
all completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to the City in a machine readable format or other format
deemed acceptable to the City.
Disclosure of Conflicts and Confidential Information.
5.1. Disclosure of Conflicts. Vendor hereby warrants to the City that Vendor has made
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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 the City in writing.
5.2. Confidential Information. The City acknowledges that Vendor may use products,
materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of
services under this Agreement shall not be grounds for the City to have or obtain any rights in such
proprietary products, materials, or methodologies unless the parties have executed a separate
written agreement with respect thereto. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City ("City Information") as
confidential and shall not disclose any such information to a third party without the prior written
approval of the 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 shall promptly notify Seller. It will be the responsibility of Seller 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 shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor shall notify the 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 shall, in good faith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with the City to protect such information from further unauthorized disclosure.
6. Riaht to Audit.
6.1. Vendor agrees that the City shall, until the expiration of three (3) years after final
payment under this Agreement, have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and records of the Vendor involving transactions
relating to this Agreement at no additional cost to the City. Vendor agrees that the City shall have
access during normal working hours to all necessary Vendor documentation. The City shall give
Vendor not less than 10 days written notice of any intended audits.
6.2. Vendor further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3)
years after final payment of the subcontract, have access to and the right to examine at reasonable
times any directly pertinent books, documents, papers and records of such subcontractor involving
transactions related to the subcontract, and further that City shall have access during normal
working hours to all subcontractor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this paragraph. City shall give
subcontractor not less than 10 days written notice of any intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as
an independent contractor as to all rights and privileges granted herein, and not as agent, representative or
employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
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responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in
no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants,
employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY HIND OR
CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
8.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES
TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS OF ANY HIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS
OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS, SUBCONTRACTORS,
SERVANTS OR EMPLOYEES.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
8.3.1. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and
expense, including the payment of attorney's fees, any claim or action against the
City for infringement of any patent, copyright, trade mark, service mark, trade
secret, or other intellectual property right arising from City's use of the software
and/or documentation in accordance with this Agreement, or any part thereof, in
accordance with this Agreement, it being understood that this agreement to
indemnify, defend, settle or pay shall not apply if the 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 the City pursuant to this section 8, Vendor shall
have the right to conduct the defense of any such claim or action and all negotiations
for its settlement or compromise and to settle or compromise any such claim; however,
City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect the 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 the City for infringement arising under this Agreement, the City shall 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,
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Vendor shall fully participate and cooperate with the 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, the City's assumption of payment of costs or expenses shall not eliminate
Vendor's duty to indemnify the 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 shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the Deliverable(s); or (b)
modify the Deliverable(s) to make them/it non -infringing, provided that such
modification does not materially adversely affect City's authorized use of the
Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and
functionally equivalent non -infringing Deliverable(s) 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 the City, subsequent to
which termination City may seek any and all remedies available to City under law.
VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE
REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY
RIGHTS WHICH CITY MIGHT OTHERWISE HAVE AT LAW, EQUITY OR BY STATUTE,
WHETHER BASED ON CONTRACTOR SOME OTHER CLAIM, CITYAGREES THAT THE
MAXIMUM LIABILITY OF VENDOR UNDER THIS AGREEMENT IS LIMITED TO AND
SHALL NEVER EXCEED TWO MILLION DOLLARS AND 00/100 ($2,000,000.00) PER
OCCURRENCE OR, IN THE AGGREGATE, FOUR MILLION DOLLARS AND 00/100
($4,000,000.00). THEABOVE NOTWITHSTANDING, THE LIMITATION OFLIABILITYIN
THIS PARAGRAPHAPPLIES ONLY TO ACTUAL DAMAGES AWARDED INANYACTION
OR CLAIM, WHETHER ADMINISTRATIVE OR FROM A COURT OF COMPETENT
JURISDICTION, AND EXPRESSLYDOES NOT INCLUDE THE COSTS TO DEFEND ANY
SUCHACTION OR CLAIMAS REQUIRED BY THIS AGREEMENT.
Assignment and Subcontracting.
9.1. Vendor shall not assign or subcontract any of its duties, obligations or rights under
this Agreement without the prior written consent of the City. If the City grants consent to an
assignment, the assignee shall execute a written agreement with the City and the Vendor under
which the assignee agrees to be bound by the duties and obligations of Vendor under this
Agreement. The Vendor and assignee shall be jointly liable for all obligations under this Agreement
prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute
a written agreement with the Vendor referencing this Agreement under which the subcontractor
shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such
duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of
any such subcontract.
10. Insurance.
10.1. The Vendor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
10.1.1. Commercial General Liability:
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10.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate; or
10.1.1.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow -form provision and shall
include coverage for personal and advertising injury.
10.1.1.3. Defense costs shall be outside the limits of liability.
10.1.2. Automobile Liability Insurance covering any vehicle used in providing
services under this Agreement, including owned, non -owned, or hired vehicles, with a
combined limit of not less than $1,000,000 per occurrence.
10.1.3. Professional Liability (Errors & Omissions) in the amount of $1,000,000
per claim and $1,000,000 aggregate limit.
10.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
10.1.5. Technology Liability (Errors & Omissions)
10.1.5.1. Combined limit of not less than $2,000,000 per
occurrence; $4million aggregate or
10.1.5.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow -form provision and shall
include coverage for personal and advertising injury. The umbrella policy shall
cover amounts for any claims not covered by the primary Technology Liability
policy. Defense costs shall be outside the limits of liability.
10.1.5.3. Coverage shall include, but not be limited to, the
following verified occurrences:
10.1.5.3.1. Failure to prevent unauthorized access;
10.1.5.3.2. Unauthorized disclosure of information;
10.1.5.3.3. Implantation of known malicious code or
computer virus;
10.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
10.1.5.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of
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Deliverables, Software or Services provided by Vendor under this
Agreement;
10.1.5.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is
acceptable if coverage meets all other requirements. Technology coverage
shall be written to indicate that legal costs and fees are considered outside
of the policy limits and shall not erode limits of liability. Any deductible
will be the sole responsibility of the Vendor and may not exceed $50,000
without the written approval of the City. Coverage shall be claims -made,
with a retroactive or prior acts date that is on or before the effective date
of this Agreement. Coverage shall be maintained for the duration of the
contractual agreement and for two (2) years following completion of
services provided. An annual certificate of insurance, or a full copy of the
policy if requested, shall be submitted to the City to evidence coverage;
and
10.1.5.3.7. Any other insurance as reasonably requested by
City.
10.2. General Insurance Requirements:
10.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees, officers,
officials, agents, and volunteers in respect to the contracted services.
10.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of the City of Fort Worth.
10.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
10.2.4. 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.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.2.6. Certificates of Insurance evidencing that the Vendor has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
11. Compliance with Laws. Ordinances. Rules and Regulations. Vendor agrees to comply with
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all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Vendor of
any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and
correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged
violation of this non-discrimination covenant by Vendor, its personal representatives, assigns,
subcontractors or successors in interest, Vendor agrees to assume such liability and to indemnify and defend
the City and hold the City harmless from such claim.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by 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 THE CITY:
City of Fort Worth
Attn: Fernando Costa, Assistant City
Manager 100 Fort Worth Trail
Fort Worth TX 76102
Facsimile: (817) 392-8654
With Copy to the City Attorney at same
address
TO VENDOR:
Johnson Controls, Inc.
Attn: Charles R. Lee
800 Railhead Road STE 304
Fort Worth, TX 76106
Facsimile: 214-708-4419
14. Solicitation of Emolovees. Neither the City nor Vendor shall, 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. This provision
shall not apply to an employee who responds to a general solicitation or advertisement of employment by
either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
the City does not waive or surrender any of its governmental powers.
16. No Waiver. The failure of the City or Vendor to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the
City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. Go ern n2 Law and Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of
this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
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unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Maieure. City and Vendor shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, 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, 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, and/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 hinders the parry's performance, as soon as reasonably possible, as determined in
the City's discretion, after the occurrence of the Force Majeure Event. The form of notice required by this
section shall be the same as section 13 above.
20. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and agreement between the
City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute
one and the same instrument. An executed Agreement, modification, amendment, or separate signature page
shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects
the signing of the document by any party. Duplicates are valid and binding even if an original paper
document bearing each party's original signature is not delivered.
25. Warranty of Services. Vendor warrants that its services will be of a professional quality
and conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor shall either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by the City to Vendor for the nonconforming
services.
26. Milestone Acceptance. Vendor shall verify the quality of each deliverable before
submitting it to the City for review and approval. The City will review all deliverables to determine their
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acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached
hereto as Exhibit "C." If the City rejects the submission, it will notify the Vendor in writing as soon as the
determination is made listing the specific reasons for rejection. The Vendor shall have ten (10) days to
correct any deficiencies and resubmit the corrected deliverable. Payment to the Vendor shall not be
authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance
will not be unreasonably withheld.
27. Network Access.
27.1. Citv Network Access. If Vendor, and/or any of its employees, officers, agents,
servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the
City's computer network in order to provide the services herein, Vendor shall execute and comply
with the Network Access Agreement which is attached hereto as Exhibit "D" and incorporated
herein for all purposes.
27.2. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel,
requires access to any federal law enforcement database or any federal criminal history record
information system, including but not limited to Fingerprint Identification Records System
("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center
("NCIC") of National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications
Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations
Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal
justice as defined therein on behalf of the City or the Fort Worth Police Department, under this
Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy
and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation
Criminal Justice Information Services Security Addendum. No changes, modifications, alterations,
or amendments shall be made to the Security Addendum. The document must be executed as is,
and as approved by the Texas Department of Public Safety and the United States Attorney General.
28. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
29. Informal Disuute Resolution. Except in the event of termination pursuant to Section 4.2, if
either City or Vendor has a claim, dispute, or other matter in question for breach of duty, obligations, services
rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter
through this dispute resolution process. The disputing party shall notify the other party in writing as soon as
practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and
list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both
parties shall commence the resolution process and make a good faith effort, either through email, mail, phone
conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter
in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter
Vendor Services Agreement
Page 10 of 30
to non -binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both
parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party
shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in
the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall
have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the
fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute
resolution process, the parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute. Either party may, before or during the exercise of the
informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests.
30. No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less
than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of
the Texas Government Code, City is prohibited from entering into a contract with a company for goods or
services unless the contract contains a written verification from the company that it: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government
Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to
City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Agreement.
31. Renortina Reauirements.
31.1. For purposes of this section, the words below shall have the following meaning:
31.1.1. Child shall mean a person under the age of 18 years of age.
31.1.2. Child pornography means an image of a child engaging in sexual conduct
or sexual performance as defined by Section 43.25 of the Texas Penal Code.
31.1.3. Computer means an electronic, magnetic, optical, electrochemical, or
other high-speed data processing device that performs logical, arithmetic, or memory
functions by the manipulations of electronic or magnetic impulses and includes all input,
output, processing, storage, or communication facilities that are connected or related to the
device.
31.1.4. Computer technician means an individual who, in the course and scope of
employment or business, installs, repairs, or otherwise services a computer for a fee. This
shall include installation of software, hardware, and maintenance services.
31.2. Renortin2 Requirement. If Vendor meets the definition of Computer Technician as
defined herein, and while providing services pursuant to this Agreement, views an image on a
computer that is or appears to be child pornography, Vendor shall immediately report the discovery
of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the
National Center for Missing and Exploited Children. The report must include the name and address
of the owner or person claiming a right to possession of the computer, if known, and as permitted
by law. Failure by Vendor to make the report required herein may result in criminal and/or civil
penalties.
32. Signature Authoritv. The person signing this agreement hereby warrants that he/she has
Vendor Services Agreement
Page 11 of 30
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(s) hereto, may be executed by any authorized representative of Vendor
whose name, title and signature is affixed on the Verification of Signature Authority Form, which is
attached hereto as Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on
these warranties and representations in entering into this Agreement or any amendment hereto.
33. Survival of Provisions. The parties' duties and obligations pursuant to Section 4.4 (Duties
and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6 (Right to Audit), and
Section 8 (Liability and Indemnification) shall survive termination of this Agreement.
34. Prohibition on Bovcottin2 Ener2v Companies. Vendor acknowledges that in ac-
cordance 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 verifi-
cation 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
Contractor's signature provides written verification to the City that Contractor: (1) does not boy-
cott energy companies; and (2) will not boycott energy companies during the term of this Agree-
ment.
35. 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 associa-
tion; 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 Contractor's sig-
nature provides written verification to the City that Contractor: (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.
(signature page follows)
Vendor Services Agreement
Page 12 of 30
ACCEPTED AND AGREED:
CITY:
CITY OF FORT WORTH
By:
Name: Fernando Costa
Title: Assistant City Manager
Date: 09/10/2024
APPROVAL RECOMMENDED:
By: Christopher Harber (Sep 9, 202414:01 CDT)
Name: Christopher Harder
Title: Water Director
ATTEST:
4� FOgTIlIlp
e^ *&
p
Oro -id
s
AO**d
OdQnIlnE4 bs44
By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
Johnson Controls, Inc.
By: Cka,-ems. T—_ ores JY
Name: Charles R. Lee
Title: Market General Manager
Date: 8/8/2024
Vendor Services Agreement
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: Richard Lise ug 14, 202414:40 CDT)
Name: Richard Lisenbee
Title: Senior IT Solutions Manager,
Water Department
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 23-0935
Date Approved: 10/31/2023
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 13 of 30
EXHIBIT A
SCOPE OF SERVICES
1.0 ACRONYMS, ABBREVIATIONS, AND DEFINITIONS
1.1
1.2
AMU'
BAS:
Air Handling Unit
Building Automation System
1.:3
UUU:
UiTtal Direct Uontrols
1.4
EF-:
Ex�iaust Fans
1.5
LHA:
Environmental Protection Agency
1.b
F-Pt3:
1-an Powered Liox
1.1
SMA:
5ottware Maintenance Agreement
1.6
1 ULU:
I exas Commission on Environmental Uuality
1.9
VAV:
Variable Air Volume
1.1U
INL 1 1:
The existing system's software, which is a proprietary
software
2.0 BACKGROUND
The Laboratory Building Automation System (BAS) located at 2600
SE Loop 820 was originally installed when the building was first built
in 1995. The system is used to control the heating and cooling. This
system especially the mechanical and electronic parts have reached
and is reaching the end of useable life and are becoming obsolete.
Each laboratory room is controlled by a Variable Air Volume (VAV)
box which either supplies heated or cooled air to maintain
temperature and airflow. There are two air handler units that provide
air flow to the building using air cooled by a York chiller with two screw
type compressors. A boiler provides heated water for the building and
the heat exchangers and fans provide heated air to the rooms when
needed.
The current system utilizes "INETT', a proprietary software. The
building functions are all controlled and monitored by the INET
software system where all the settings are programmed and
maintained. There are three main circuits in this setup. One for each
of the air handler units and one for the individual room and various
global settings.
Various rooms within the building must be securely maintained at
certain temperature levels for laboratory analysis. This is to ensure
the laboratory can analyze various analytes for Surface, Ground,
Vendor Services Agreement — Exhibit A — Scope of Services
Page 14 of 30
Drinking, Reclaim, Storm Water Runoff, and Wastewater. The
analytical processes are linked to various projects for Water and
Wastewater, process control for the City of Fort Worth Water and
Wastewater Treatment Plants, Permits and Regulatory Requirements
set by the EPA and TCEQ.
4.0 BUILDING AUTOMATION SYSTEM REQUIREMENTS
4.1 Supplier shall provide BACnet based open protocol BAS and shall
include the following:
4.1.1 Hardware and Software
4.1.1.1 Distech EC-130S-8 (Tridium JACE) or
equivalent, preference is non- proprietary
4.1.1.2 IP-based building level controller network
4.1.1.3 BACnet/IP field level controller network
4.1.1.4 The software must be Windows 10 or above
compatible
4.1.1.5 The software must be a 64-bit application for future
upgradeability
4.1.1.6 Free Upgrades of the software, when applicable
4.1.1.7 The instrument software must include self -
diagnostic functions
4.1.1.8 Ethernet IP drops shall be provided and
installed by the City's Water IT and
coordinated with the Supplier
4.1.2 Features
4.1.2.1 Complete graphical representation of all controlled
equipment
4.1.2.2 3-D Floor Plan renders with ductwork and thermal
Vendor Services Agreement — Exhibit A — Scope of Services
Page 15 of 30
layer overlays
4.1.2.3 Multi -Device and Responsive Cross -Platform Web
Interface (HTML5)
4.1.2.4 Alarm and alert monitoring with remote notification
via email or SMS
4.1.2.5 Real -Time data trending and collection history
visualization
4.1.2.6 Control system engineering, wiring, installation, and
startup
4.1.2.7 Optimized energy efficient sequence programming
4.1.2.8 BAS control shop drawings and product submittals
4.1.3 Controlled Equipment
4.1.3.1 Supplier shall provide complete front-end
control interface for all Controlled
Equipment including:
4.1.3.1.1 Dynamic graphical representation of
equipment
4.1.3.1.2 Analog point data trending (15-minute
interval) with One
(1) week rollover capacity
4.1.3.1.3 Digital point data trending (COV) with
One (1) week rollover capacity
4.1.3.1.4 Alarms / Alerts for all Critical
Equipment and any User- Defined
criteria
4.1.4 Air Handling Unit (AHU) — The laboratory has a two (2) units.
4.1.4.1 Supplier shall provide wiring, DDC controller
Vendor Services Agreement — Exhibit A — Scope of Services
Page 16 of 30
and sensors for AHU including but not
limited to:
4.1.4.1.1 BACnet/IP controller with integral
damper actuator (factory installed)
4.1.4.1.2 Open protocol Direct Digital Controls
microprocessor controller
4.1.4.1.3 Supply Air Temperature
4.1.4.1.4 Return Air Temperature
4.1.4.1.5 Outside Air Temperature
4.1.4.1.6 Mixed Air Temperature
4.1.4.1.7 Supply Air Relative Humidity
4.1.4.1.8 Return Air Relative Humidity
4.1.4.1.9 Outside Air Relative Humidity
4.1.4.1.10 Supply Air Static Pressure
4.1.4.1.11 Outside Air Flow
4.1.4.1.12 Supply Air Flow
4.1.4.1.13 Filter Differential Pressure
4.1.4.1.14 Temperature Low Limit Switch (Freezestat)
4.1.4.1.15 High Static Switch
4.1.4.1.16 Supply Fan Command, Speed and Status
4.1.4.1.17 Smoke Detector Status
4.1.4.1.18 Chilled Water Control Valve
Vendor Services Agreement — Exhibit A — Scope of Services
Page 17 of 30
4.1.4.1.18.1 Supplier will provide a new
actuator.
4.1.4.1.18.2 Supplier will replace
valve body as
needed.
4.1.4.1.19 Heating Water Control Valve
4.1.4.1.19.1 Supplier will provide a new
actuator.
4.1.4.1.19.2 Supplier will replace valve
body as needed.
4.1.4.1.20 Outside Air Damper Position
4.1.4.1.20.1 Supplier will provide a new
actuator.
4.1.4.1.21 Return Air Damper Position
4.1.4.1.21.1 Supplier will provide a new
actuator.
4.1.4.1.22 Scheduling and set points adjustable through
BAS
4.1.5 Hot Water System — The laboratory has a boiler.
4.1.5.1 BACnet IP controller
4.1.5.2 Boiler Status
4.1.5.3 Boiler Command (Enable/Disable)
4.1.5.4 Boiler Return Temperature
4.1.5.5 Boiler Supply Temperature
Vendor Services Agreement — Exhibit A — Scope of Services
Page 18 of 30
4.1.5.6 Boiler Isolation Valve (Open/Close)
4.1.5.7 Hot Water Return Temperature
4.1.5.8 Hot Water Supply Temperature
4.1.5.9 Heating Water Flow
4.1.5.10 Heating Water Pump Status (On/Off)
4.1.5.11 Heating Water Pump Speed (%)
4.1.5.12 Heating Water Pump Reference Speed (%)
4.1.5.13 Heating Water Pump Alarm
4.1.5.14 Heating Water Pump Fault
4.1.5.15 Scheduling and set point adjustable through BAS
4.1.6 Exhaust Fans (EF) — The laboratory has nine (9).
4.1.6.1 Supplier shall provide wiring, DDC
controller and sensors for EF including but
not limited to:
4.1.6.1.1 BACnet/IP controller with integrated
Hand -Off -Auto local operator interface
4.1.6.1.2 Fans Start/Stop Fan Status
4.1.6.1.3 Scheduling adjustable through BAS
4.1.7 Fan Powered Box (FPB) — The laboratory has 36.
4.1.7.1 Supplier shall provide wiring, DDC controller
and sensors for FPB unit including but not
limited to:
4.1.7.1.1 BACnet/IP controller with integral
damper actuator (factory installed)
Vendor Services Agreement — Exhibit A — Scope of Services
Page 19 of 30
4.1.7.1.2 24V transformer supplied and
installed by VAV manufacturer (line
voltage provided by others)
4.1.7.1.3 Smart-Vue Zone Temperature
Sensor with Adjustable Set Point,
Timed Override, LCD Backlight
display, Password protected, Air
Balancing Capabilities, Occupancy
Sensor
4.1.7.1.4 VAV Box Airflow
4.1.7.1.5 VAV Box Damper
4.1.7.1.6 Hot water re -heat
4.1.7.1.6.1 Supplier will provide a
new actuator.
4.1.7.1.6.2 Supplier will replace
valve body as needed.
4.1.7.1.7 Discharge Air Temperature Sensor
4.1.7.1.8 Supply Fan Command, Speed and
Status Scheduling and set points
adjustable through BAS
4.1.8 Miscellaneous
4.1.8.1 Supplier to provide wiring, DDC controller and sensors
for:
4.1.8.1.1 Outside Air Temperature and Humidity
Sensor
4.1.8.2 Supplier shall include the pricing for parts that
may need to be replaced and not included in the
overall pricing, i.e. Valve Body, Dampers.
Vendor Services Agreement — Exhibit A Scope of Services
Page 20 of 30
4.1.9 Training
4.1.9.1 Supplier shall provide at a minimum, four (4)
hours of scheduled training sessions.
4.1.9.2 Supplier shall provide complete user guides
and IOM's (hard and soft copies).
4.1.10Warranty and Support — Supplier shall:
4.1.10.1 provide a minimum of eighteen (18)
month software maintenance
agreement (SMA)
4.1.10.2 provide a minimum of a one (1) year
warranty on parts and workmanship
4.1.10.3 provide 24/7 Response and On -site within 24 hours
4.1.10.4 provide unlimited remote support
4.1.10.5 provide full, on -site warranty on parts and labor,
including cost of travel expenses
4.1.10.6 provide an Official Warranty Statement with their
proposal submittal.
4.1.10.6.1 The warranty must not have any
limitations.
4.1.10.6.2 In addition to any other warranties
in this contract, the Supplier
warrants that all work and
products shipped under this
agreement conforms to the
agreement requirements and is
free from any defect in
workmanship, equipment,
material or design furnished by
the Supplier.
Vendor Services Agreement — Exhibit A — Scope of Services
Page 21 of 30
4.1.10.7 repair or replace promptly, on a one -for -one
basis without additional cost to the City of Fort
Worth, for all defective work and products.
The City defines "prompt" repair or
replacement to be within twenty-four (24)
hours after notification by authorized City
personnel.
4.1.11 Installation
4.1.11.1 Supplier must complete installation within
six (6) months of receiving a CFW
purchase order.
4.1.11.2 All low voltage control wiring shall be installed
according to local codes and regulations in
plenum -rated cable without conduit in
concealed accessible locations.
4.1.11.3 All valves, dampers, flow stations, flow
meters, BTU meters, thermal wells, pressure
taps, and copper tubing will be installed by
mechanical contractor.
4.1.11.4 The Supplier will be responsible for making
any repairs to the walls or ceiling when
accessing any parts or equipment that need
to be replaced.
4.1.11.5 All work shall be completed during normal
business hours, Monday through Friday,
8AM-5PM.
4.1.11.6 All equipment network interfaces shall be
provided by equipment manufacturer and
integrated into BAS by the Supplier.
4.1.11.7 Upon completion of installation and
successful testing of BAS, Supplier shall
submit invoice for processing of payment.
Vendor Services Agreement — Exhibit A Scope of Services
Page 22 of 30
5.0 SUBCONTRACTING
5.1 Supplier will not assign or subcontract any or all of its
rights or responsibilities under this Agreement without the
prior written approval of the City. Any purported
assignments without such approval will be a breach of
this Agreement and void in all respects.
6.0 SERVICE CONTRACT. EQUIPMENT PREVENTATIVE MAINTENANCE
AND REPAIRS
6.1 Supplier shall provide a nine (9) year all-inclusive pricing for
onsite annual preventative maintenance and repair to include
parts, labor, and travel expenses.
6.2 Following the award, additional products/ services of the
same general category that could have been encompassed
in the award of this Agreement, and that are not already on
the Agreement, may be added based on the discount offered
and price sheet provided with the bid.
6.3 Unit prices shall include all costs associated with the
specified work, including but not limited to handling, delivery,
fuel charges. NO ADDITIONAL CHARGES WILL BE
ACCEPTED OR PAID BY THE CITY.
7.0 UNIT PRICE ADJUSTMENT
7.1 The unit prices may be adjusted for increases or decreases in
Vendor's cost during the renewal period but before the effective date
of the renewal upon written request from the Vendor.
7.2 The Vendor must submit its price adjustment request, in writing, at
least 60 days before the renewal effective period. The Vendor shall
provide written proof of cost increases with price adjustment request.
7.3 If the City concludes that the rate increase being requested is
exorbitant, the City reserves the right to adjust the rate request, or
reject the rate request in its entirety and allow the contract to expire
at the end of the contract term. If the City elects not to exercise the
renewal option, the Purchasing Division will issue a new solicitation.
Vendor Services Agreement — Exhibit A — Scope of Services
Page 23 of 30
7.4 Prices bid shall remain firm for each one-year term of the Agreement
and shall include all associated freight and delivery costs.
7.5 Prices offered shall be used for bid analysis and for Agreement
pricing. In cases of errors in extensions or totals, the unit prices
offered will govern.
7.6 Upon expiration of the Agreement term the successful bidder, agrees
to hold over under the terms and conditions of this Agreement for a
reasonable period of time to allow the city to re -bid an agreement,
not to exceed ninety (90) days. Vendor will be reimbursed for this
service at the prior agreement rate(s). Vendor shall remain obligated
to the City under all clauses of this Agreement that expressly or by
their nature extends beyond and survives the expiration or
termination of this Agreement.
7.7 Goods and/or services shall not be suspended by the Vendor without
a 30-day prior written notice to the City.
Vendor Services Agreement — Exhibit A Scope of Services
Page 24 of 30
EXHIBIT B
PAYMENT SCHEDULE
This sheet will be used to evaluate costs and pricing. This sheet must be in a
separate sealed envelope inside the main package marked "PRICING." Please do
not include pricing within the proposal response documents whatsoever.
Proposer may include any additional services and fees. However, pricing for this
RFP will only be evaluated for the cost of items listed below.
If additional costs are required, please submit an itemized list on a separate
document.
Line
Item Description
UOM Quantity
Unit Cost
Total Cost
Item #
1
Building
EA 1
Automation
System (BAS)
$59, 291.00
$59, 291.00
2
Installation of BAS
EA 1
$196, 934. 00
$196, 934.00
3
Nine-year all-
EA 1
inclusive onsite
annual,
preventative
$53, 438. 00
$53, 438.00
maintenance and
for all 9 years
for all 9 years
repair (includes
parts, labor, and
travel expenses).
Total Annual Contract Cost:
Prompt Payment Discount Terms: NSA Percent N/A
etc.)
$309, 613.00
Days (i.e. 3% Net 15,
Vendor Services Agreement — Exhibit B — Payment Schedule
Page 25 of 30
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered:
Milestone / Deliverable Ref. #:
Milestone / Deliverable Name:
Unit Testing Completion Date:
Milestone / Deliverable Target Completion Date:
Milestone / Deliverable Actual Completion Date:
Approval Date:
Comments (if needed):
Approved by Vendor:
Signature:
Printed Name:
Title:
Date:
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
Approved by City Department Director:
Signature:
Printed Name:
Title:
Date:
Vendor Services Agreement - Exhibit C - Milestone Acceptance Form
Page 26 of 30
EXHIBIT D
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Vendor wishes to access the City's network in order to provide description
of services. In order to provide the necessary support, Vendor needs access to description of specific
Network systems to which Vendor requires access, i.e. Internet, Intranet, email, HEAT System, etc.
2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing description of services. Such access is granted subject to the
terms and conditions forth in this Agreement and applicable provisions of the City's Administrative
Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions
are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are
available upon request.
3. Network Credentials. The City will provide Vendor with Network Credentials consisting
of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor.
Access rights will automatically expire one (1) year from the date of this Agreement. If this access is being
granted for purposes of completing services for the City pursuant to a separate contract, then this Agreement
will expire at the completion of the contracted services, or upon termination of the contracted services,
whichever occurs first. This Agreement will be associated with the Services designated below.
3.1. Services are being provided in accordance with City Secretary Contract No.
Contract No.;
3.2. Services are being provided in accordance with City of Fort Worth Purchase Order
No. PO No.;
3.3. Services are being provided in accordance with the Agreement to which this
Access Agreement is attached.
3.4. No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be
renewed annually if the following conditions are met:
4.1. Contracted services have not been completed;
4.2. Contracted services have not been terminated; and
4.3. Within the thirty (30) days prior to the scheduled annual expiration of this
Agreement, the Vendor has provided the City with a current list of its officers, agents, servants,
employees or representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor shall
provide the City with a current list of officers, agents, servants, employees or representatives that require
Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access
to the Network and/or termination of this Agreement.
5. Network Restrictions. Contractor officers, agents, servants, employees or representatives
may not share the City -assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives
its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's
compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or
representatives, of this Agreement and any other written instructions or guidelines that the City provides to
Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the
Vendor Services Agreement — Exhibit D — Network Access Agreement
Page 27 of 30
Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may
have under this Agreement or at law or in equity.
5.1. Notice to Vendor Personnel — For purposes of this section, Vendor Personnel shall
include all officers, agents, servants, employees, or representatives of Contractor. Vendor shall be
responsible for specifically notifying all Vendor Personnel who will provide services to the City
under this agreement of the following City requirements and restrictions regarding access to the
City's Network:
5.1.1. Contractor shall be responsible for any City -owned equipment assigned to
Vendor Personnel, and will immediately report the loss or theft of such equipment to the
City;
5.1.2. Contractor, and/or Vendor Personnel, shall be prohibited from connecting
personally -owned computer equipment to the City's Network;
5.1.3. Contractor Personnel shall protect City -issued passwords and shall not
allow any third party to utilize their password and/or user ID to gain access to the City's
Network;
5.1.4. Contractor Personnel shall not engage in prohibited or inappropriate use
of Electronic Communications Resources as described in the City's Administrative
Regulation D7;
5.1.5. Any document created by Vendor Personnel in accordance with this
Agreement is considered the property of the City and is subject to applicable state
regulations regarding public information;
5.1.6. Contractor Personnel shall not copy or duplicate electronic information for
use on any non -City computer except as necessary to provide services pursuant to this
Agreement;
5.1.7. All network activity may be monitored for any reason deemed necessary
by the City; and
5.1.8. A Network user ID may be deactivated when the responsibilities of the
Vendor Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may
terminate this Agreement at any time and for any reason with or without notice, and without penalty to the
City. Upon termination of this Agreement, Vendor agrees to remove entirely any client or communications
software provided by the City from all computing equipment used and owned by the Contractor, its officers,
agents, servants, employees and/or representatives to access the City's Network.
7. Information Securitv. Vendor agrees to make every reasonable effort in accordance with
accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a
breach or threat of breach which could compromise the integrity of the City's Network, including but not
limited to, theft of Contractor -owned equipment that contains City -provided access software, termination
or resignation of officers, agents, servants, employees or representatives with access to City -provided
Network credentials, and unauthorized use or sharing of Network credentials.
(signature page follows)
Vendor Services Agreement — Exhibit D — Network Access Agreement
Page 28 of 30
ACCEPTED AND AGREED:
CITY:
CITY OF FORT WORTH
By:
Name: Fernando Costa
Title: Assistant City Manager
Date: 09/10/2024
APPROVAL RECOMMENDED:
By:
Christopher Harder (Sep 9, 202414:01 CDT)
Name: Christopher Harder
Title: Water Director
ATTEST:
By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
Johnson Controls, Inc.
Ck&,A., R- C�' dy
By:
Name:
Charles R. Lee
Title:
Market General Manager
Date:
7-22-2024
- CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the mpnitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By: Richard LiseiibL 14, 2024 14:40 CDT)
Name: Richard Lisenbee
Title: Senior IT Solutions Manager,
Water Department
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 23-0935
Date Approved: 10/31 /2023
Vendor Services Agreement — Exhibit D — Network Access Agreement
Page 29 of 30
Johnson
0
EXHIBIT E Controls
DELEGATION OF AUTHORITY CERTIFICATE
The undersigned, Julie Brandt, President, Building Solutions, pursuant to the authority vested in her by: (i) a Sub -Delegation of
Authority from the President of Johnson Controls, Inc., a Wisconsin corporation ("JCI"), dated April 24, 2023, (ii) an
Incumbency Certificate and Delegation of Authority from the general partner of Johnson Controls Fire Protection LP, a
Delaware limited partnership ("JCFP"), dated April 24, 2023, and (iii) a Written Consent in Lieu of Special Meeting of the
Management Board from Johnson Controls Security Solutions LLC, a Delaware limited liability company ("JCSS"), dated
April 24, 2023, hereby authorizes:
Charles R. Lee
Market General Manager
(the "Delegate") to perform, on behalf of each of JCI, JCFP and JCSS, the acts described below:
To execute and deliver any and all contracts for the performance of work, sale of goods, and furnishing of services,
and any other instruments in connection therewith and in the ordinary course of business and in accordance with
the current Global Approval Authority Matrix.
This authority does not extend to:
a. contracts without a (i) financial cap on liability, (ii) fault -based indemnity, and (iii) waiver of consequential
damages, unless approved in accordance with the current Global Approval Authority Matrix;
b. further sub -delegation of the above acts absent necessary approvals in writing;
C. the execution of surety, performance or bid bonds;
d. the signing of any notes, contracts, or any other agreement to borrow money in the name of JCI, JCFP
and JCSS, or any form of guaranty for the payment or performance of obligations of any subsidiary,
affiliate, or joint venture of JCI, JCFP and JCSS; or
e. the signing, on behalf of JCI, JCFP and JCSS, of any deeds, abstracts, offers to purchase or any other
instruments pertaining to the purchase or sale of real property.
Any actions taken by such Delegate within the scope of acts authorized herein taken between the date of expiration of any
prior delegation of authority and the date hereof are hereby ratified, confirmed and approved as the acts and deeds of JCI, JCFP
and JCSS.
This authority shall remain in full force and effect for one year from the date of issue unless earlier terminated by JCI,
JCFP or JCSS or shall automatically terminate upon the end of Delegate's employment with any affiliated company of Johnson
Controls International plc.
Signed at Milwaukee, Wisconsin, this 241 day of May, 2024.
Johnson Controls, Inc. Johnson Controls
Fire Protection LP, and Johnson Controls
Security Solutions LLC
Julie Brandt
President, Building Solutions, NA
G NTROC�
QOMTE ?
oQ'
� aG
WISG�
ATTESTS:
Steve W. Keane
Vice President and Assistant Secretary
Johnson Controls, Inc.
AIL4�
ather A. own
Vice President and Secretary
Johnson Controls Fire Protection LP
Vice President and Assistant Secretary
Johnson Controls Security Solutions LLC
Vendor Services Agreement — Exhibit E — Delegation of Authority Certificate
Page 30 of 30
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 10/31/23 M&C FILE NUMBER: M&C 23-0935
LOG NAME: 13P RFP 23-0084 BUILDING AUTOMATION SYSTEM AND MAINT AW WATER
SUBJECT
(ALL) Authorize Execution of an Agreement with Johnson Controls, Inc. for the One -Time Purchase of a Building Automation System and Annual
Preventative Maintenance and Repair Services for the Water Department in an Annual Amount Up to $300,000.00 for the Initial Term, and
Authorize Nine, One -Year Renewals in an Annual Amount Up to $20,000.00
RECOMMENDATION:
It is recommended that the City Council authorize execution of an agreement with Johnson Controls, Inc. for the one-time purchase of a building
automation system and annual preventative maintenance and repair services for the Water Department in an annual amount up to $300,000.00 for
the initial term, and authorize nine, one-year renewals in an annual amount up to $20,000.00.
DISCUSSION:
The Water Department approached the Purchasing Division for assistance with securing an agreement for the one-time purchase of a building
automation system and annual maintenance and repair services. The building automation system ensures the rooms within the Central Laboratory
maintain their required temperature to perform water analyses to meet Environmental Protection Agency (EPA) and Texas Commission
Environmental Quality (TCEQ) regulatory requirements. Purchasing issued an Invitation to Bid (ITB) that consisted of specifications including the
hardware and software requirements of the system, operations and software training required for City personnel following the installation, and
warranty and support requirements.
The ITB was advertised in the Fort Worth Star -Telegram on July 19, 2023, July 26, 2023, August 2, 2023, August 9, 2023, and August 16,
2023. The City received two responses.
An evaluation panel consisting of representatives from the Water and Code Compliance Departments reviewed and scored the submittals using
Best Value criteria. The individual scores were averaged for each of the criteria and the final scores are listed in the table below.
Bidder I Evaluation Factors
a b c d Total score
Johnson Controls, Inc. I115.00I110.00I140.001135.0011 100.00 1
ITDlndustries 111.50I110.00I121.331122.0311 64.86 1
Best Value Criteria:
a. Qualifications and Capabilities
b. References and related project experience
c. Ability to meet City's technical requirements
d. Cost of service
After evaluation, the panel concluded that Johnson Controls, Inc. presented the best value. Therefore, the panel recommends that Council authorize
an agreement with Johnson Controls, Inc. No guarantee was made that a specific amount of services would be purchased. Staff certifies that the
recommended vendor's bid met specifications.
Funding is budgeted in the Water and Wastewater Department's Other Contractual Services account within the Water & Sewer Fund and in the
Water FY20 Non -Fleet Equipment Purchase project within the W&S Capital Projects Fund, as appropriated.
DVIN-BE: A waiver of the goal for Business Equity subcontracting requirement is approved by the DVIN-BE, in accordance with the Business
Equity Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible.
AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon execution and expire one year from that date.
RENEWAL TERMS: This agreement may be renewed for nine additional, one-year terms. This action does not require specific City Council
approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by
relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated.
A Form 1295 is not required because: This contract will be with a publicly -traded business entity or a wholly -owned subsidiary of a publicly -traded
business entity: Johnson Controls International PLC
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital & operating budgets, as previously appropriated, in the W&S Capital
Projects Fund for the Water FY20 Non -Fleet Eqmt Pur project and in the Water & Sewer Fund to support the approval of the above
recommendation and exectution of the agreement. Prior to any expenditure being incurred, the Water Department has the responsibility to
validate the availability of funds.
Submitted for Citv Manaaer's Office bv: Reginald Zeno 8517
Oriainatina Business Unit Head
Additional Information Contact:
Dana Burghdoff
8018
Reginald Zeno
8517
Chris Harder
5028
Jo Ann Gunn
8525
Alyssa Wilkerson
8357
Routing and Transmittal Slip
WaterfDepartment
DOCUMENT TITLE: Vendor Service Agreement (VSA) with Johnson Controls for the
purchase and installation of Building Automation System (BAS) at
the Water Laboratory Division.
M&C: CPN: CSO: NEW DOC #:
TO: INITIALS
Rick Lisenbee — Signer
Vendor: Charles R. Lee IV, Market General Manager, Charles.R.Lee@jci.com
North Texas, Johnson Controls
Shane Zondor — Approver
Jan Hale — Approver @
H
Christopher Harder — Signer
Taylor Paris — Signer
Fernando Costa — Signer
Ron Gonzales — Approver
KC
Jannette Goodall — Signer
Allison Tidwell — Form Filler
Tim Shidal — Acceptor
Needs to be notarized: YES 0 NO
Action Required:
❑ As Requested
❑ For Your Information
HSignature/Routing and/or Recording
❑ Comment
❑ File
FOR CMO USE ONLY: Routing to CSO n YES ❑ NO
EXPLANATION MEMO
Attached is the Vendor Services Agreement (Information Technology) with Johnson Controls for
the purchase and installation of Building Automation System (BAS) at the Water Laboratory
Division located at 2600 SE Loop 820', Fort Worth, Texas 76140, and, subsequently, for annual
preventative maintenance and repair services to include parts, labor and travel expenses.
M&C 23-0935 authorizes the execution'of this agreement after an Invitation to Bid (ITB) was
awarded to Johnson Controls, Inc.
The initial term for the purchase and installation of the BAS begins on the date this Agreement is
executed by the Assistant City Manager below ("Effective Date") and shall expire one year
therefrom ("Expiration Date"). The Agreement may be renewed by the mutual, written,
agreement of the parties on an annual basis for nine (9) one-year terms, each a "Renewal Term."
Total compensation under the initial term, including the BAS and installation, shall not
exceed Three Hundred Nine Thousand Six Hundred Thirteen Dollars ($309,613).
Please approve/sign the renewal letter via Adobe Sign. If you have any questions or concerns,
please contact me or call Rick Lisenbee at (817) 392-2515.
Thank you,
7-1wotho kaW
Timothy Shidal (eug 12, 202414:35 CDT)
Tim Shidal
Sr. IT Business Planner, Water IT
Fort Worth Water Department
200 Texas Street
Fort Worth, Texas 76102
(817) 392-2515
tim.shidal(�),fortworthtexas.gov