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Home My WebLink About061101-A2 - Construction-Related - Contract - Johnson Controls, Inc.CSC No. 61101-A2 AMENDMENT NO. 2 TO CITY OF FORT WORTH CONTRACT NO. 61101 This Amendment is entered into by and between the CITY OF FORT WORTH (hereafter "City"), a home rule municipality, with its principal place of business at 100 Fort Worth Trail, Fort Worth, Texas, and Johnson Controls Inc. ("Vendor"), City and Vendor may be referred to individually as a Party and collectively as the Parties. WHEREAS, on March 11, 2024, the Parties entered into City Secretary Contract 61101 to install the latest version of the Vendor's METASYS Facility Management System. ("Agreement/Contract"); WHEREAS, the initial term of the Agreement expired March 11, 2025, one-year from the date of its execution; WHEREAS, the Parties have continued to perform as though the Agreement had been renewed or extended and, by this amendment, agree to extend the term to now expire on December 31, 2025. NOW, THEREFORE, the Parties, acting herein by the through their duly authorized representatives, agree to amend the Agreement as follows: 1. AMENDMENTS The term of the Agreement, which began March 11, 2024, is hereby amended and extended to expire December 31, 2025. 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. A2 — CSC No. 61101 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 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. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Date: Name: Jesica McEachern Title: Assistant City Manager Oct 21, 2025 APPROVAL RECOMMENDED: By: Michael Crum (Oct 17, 2025 12:08:28 CDT) Name: Michael E. Crum Title: Public Events Director ATTEST: By: PORT �O o Pa�4n¢Eop¢�' Name: Jannette S. Goodall Title: City Secretary CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Name: Keith A. Chisolm Title: Capital Project Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Taylor Paris Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 23-0965, Contract 61101, Al 1295: Johnson Controls, Inc. (JCI) By: John A. hh,nact A.20Phillips Date: Name: John A. Phillips Title: Project Manager, JCI Oct 17, 2025 A2—CSC No. 61101 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX ATTACHIVIX3Ifefr,6y Contract No. 611 01 FORT WORTH® VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and !Johnson Controls Inc. ("Vendor"), ajTexas HVAC repair, Maintenance, and inspection company 'and acting by and through its duly authorized representative, each individually referred to as a "party" and collectively referred to as the "parties." 1. Scope of Services. Johnson Controls Inc. will replace key components for the METASYS upgrade as well as provide operatorltraining ("Services"), which are set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2. Term. The initial term of this Agreement is for ONE year(s), beginning on the date that this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up told, one-year renewal option(s) (each a "Renewal Term"). 3. Compensation. 3.1 Total compensation under this Agreement will not exceed One Million, Two Hundred and Four Thousand, Seven Hundred and Forty-Eightl Dollars and Zero Cents ($1,204,748.00. 3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code) and provisions of this Agreement, including Exhibit "B," which is attached hereto and incorporated herein for all purposes. 3.3 Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement will terminate on the last day of the fiscal period for which Vendor Services Agreement v.1.4 (November 3S, 2S21) OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. b. R.ieht to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit conunenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. Vendor Services Agreement Page 2 of 12 v.1.4 (November 30, 2021) 7. Independent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondent superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, or contractors. 8. Liability and indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPRSENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor will have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City Vendor Services Agreement Page 3 of 12 v.1.4 (November 30, 2021) will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor will fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non - infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and documentation with equally suitable, compatible, and functionally equivalent non -infringing software and documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Vendor Services Agreement Pagc 4 of 12 v.1.4 (November 30, 2021) Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed $100,000 - $100,000 - $500,000 - Employers' liability Bodily Injury by accident; each accident/occurrence Bodily Injury by disease; each employee Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): ®I Applicable ICE N/A $1,000,000 - $1,000,000 - Each Claim Limit Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the City in accordance with the notice provision of this Agreement. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. Vendor Services Agreement Page 5 of 12 v. L4 (November 30, 202 l ) (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To VENDOR: Johnson Controls Inc. Business Efficiency atrickl Mooney, Senior Account Repl 800 Railhead Road, Suite 304 Port Worth Texas 7610 Facsimile: i972-869-94211 14. Solicitation of Employees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. Vendor Services Agreement v.1.4 (November 30, 2021) Page 6 of 12 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headines not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's Vendor Services Agreement Page 7 of 12 v.1.4 (November 30, 2021) option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 25. Immigration Nationality Act. Vendor must 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 will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made - for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 27. Signature Authority. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Company Name or Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the Letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 29. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" Vendor Services Agreement Page 8 of 12 v.1.4 (November 30, 2021) and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 30. Prohibition on Boycotting Energy Companies. Vendor acknowledges that, in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 33. Entirety of Agreement. This Agreement contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. (signature page follows) Vendor Services Agreement Page 9 of 12 v. 14 (November 30, 202 l ) IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. City: $ggar,• li rye, :, ii0.4 C.tr, Name: William Johnson Title: Assistant City Manager Mar 11, 2024 Date: Vendor: ch C t Lew-- Iv By. Name: Patrick Mooney. Title: Senior Account REP. Date: Mar 11,2024 FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: By: Name: Michael Crum Mar 11, 2024 Title: Director, Public Events Approved as to Form and Legality: ans Taylor Paris Datte'202403.11 1by 35010 -fl5'00' By: Name: Taylor Paris Title: Assistant City .Attorney Contract Authorization: M&C: M&C 23-0965 Form 1295:2023-1079641 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Name: keith A. Chisolm Title: Capital Projects Manager Mar 11, 2024 City Secretary: Name: Jannette Goodall Title: City Secretary Mar 11, 2024 Vendor Services Agreement v. I.41 November 30, 202 I 1 OF; IClAI. RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A SCOPE OF SERVICES Vendor will provide the City with services necessary for the installation of the latest version of Vendor's Metasys Facility Management System. This updated system will require the replacement of network engines, field equipment controllers, box controllers, controls electrical modification, and the Metasys UI Graphics. Vendor will also the City with formal training of two types: (l ) two on -site 4 hour sessions with Plant operations staff; and (2) Branch Training Metasys Operator 3-day certified class at Vendor's Irving, TX location for 2 City employees/representatives per quarter, as requested by the City. The schedule for the Metasys upgrade will be completed in accordance with the Agreement and the attached Exhibit A. Vendor Services Agreement Page 11 of 12 v. IA (November 30, 2021) Johnson Controls. Inc. Building Efficiency 800 Railhead Rd. Ste 304 Forl Worth. Texas 76106 Phone: 866-656-9681 Fax: 972-869-9421 Johnson ♦I�j�� Controls PROJE( I , Furnish and Install Metasys Network Automation EnOnes: (SNE22002, SNEI 1002, and SNE10502) with Linux Embedded Operating System - the Metasys Extended Architecture Technology has a pure web -based interface, a. Connect new SNEs to Network b. Set up and install desktop computer with monitor in Convention Center CUP c. Remove existing NAEs 2. Furnish and Install Central Plant Hardware and Software a. Central Plant Network Control Engine b. Load programming for Central Plant c. Place Central Plant temporarily in manual operation. d. Disconnect existing Central Plant Controllers e. Demo and remove Controllers and Panels f. install new Controller Panels g. Terminate power and control wiring at new Controller and Panel 3. Furnish and Install Metasys Field Equipment Controllers (CGMO9090) a. Air Handlers. CHW System, CW System. HW System. Etc b. Mount Control Panel with XPM Modules c. Modify conduit and control wiring d. Terminate control wiring and perform point to point verification e. Connect new CGM Controllers to BUS f. Load programming, measure, and verify g. Remove existing Controllers and Panels 4. Furnish and Install Metasys Box Controllers (CVMO9090) a. Mount and secure CVM Controllers on VAV Boxes b. install new end devices and terminate wiring c. Terminate control wiring and perform point to point verification d. Connect new CVM Controllers to BUS e. Load programming, measure, and verify f. Remove existing Controllers and Panels 5. Furnish and install Metasys II Space Based Graphics a. Customer meeting on graphics user views b. Build graphics to customer requirements c. Install graphics, map points, and verify 6. Metasys Controls Commissioning a. Commission Software b. Test and Verify Operation i. Each Sequence will be verified through computer simulator prior to installation ii. Verify Sequences after install is complete iii. Verify New Graphics and Binding 7. Furnish an image of Metasys software for COFW backup purposes 8. Furnish one year subscription software service to include all patches and upgrades 9. One f 1 j Year Parts and Labor Warranty IIIYORK Service 4 Johnson Controls. Inc. Building Efficiency 800 Railhead Rd. Ste 304 For' Worth. Texas 7610E Phone: 866-656-9681 Fax: 972-869-9421 10. Three (3) Year Metasys Parts Warranty Johnson��. Controls Network Automation Engines Device. 'Replacement Name FWCC-06 IP Address 10.25.1.15 FWCC-08 10.25.1.14 NAE-10 FWCC 10.25.1.29 FWCC-09 10.25.1.83 FWCC-05 10.25.1.19 FWCC-02 10.25.1.16 6IYORK Service .lohnson Controls. Inc. Building Efficiency 800 Railhead Rd. Ste 304 Fort Worth. Texas 76106 Thane: 866-656-9681 Fax: 972-869-9,121 Johnson ♦I�j�� Controls F W CC-03 10.25.1.17 FWCC-04 10.25.1.18 NCE-1 FW CCCT 10.25.1.84 FWCC-07 10.25.1.13 FWCC-01 10.25.1.75 )eddOntro!ler Replacement Name Controllef,PescriptiOrctrOM Data Base SCHWSYS/SHWSYS DX For SCHWSYS at Address 1 SCHWSYS/SHWSYS DX For SHWSYS at Address 2 SCHWSYS/SHWSYS XT Controller at Address 22 SCHWSYS XT Controller at Address 23 BRINESYS/MISC UNT Controller at Address 41 PR-MISC UNT Controller at Address 43 SCHWSYS/SHWSYS/AHU-Al2/PR-MISC UNT Controller at Address 44 HWSYS/MISC UNT Controller at Address 49 SCHWSYS New Pumps UNT CHWSYS VAV Controller at Address 3 AHU-1 AHU-1 AHU-2 AHU-2 AHU-3 AHU-3 MAU-3 AHU-3 MAU-4 AHU-4 MAU-35 AHU-35 MAU-36 AHU-36 AHU-1 AHU-1 VAV Box AHU-2 AHU-2 VAV Box AHU-3 AHU-3 VAV Box MAU-43 AHU-43 VAV Box EF-2-3 Exhaust Fan 1-1 MAU-35 AHU-45 VAV Box MAU-36 Exhaust Fan 1-2 VAVS-1 AHU-1 VAV Box VAVS-1 (102) AHU-1 VAV Box VAVS-1 AHU-1 VAV Box VAVS-1 AHU-1 VAV Box VAVS-1 AHU-1 VAV Box VAVS-1 AHU-1 VAV Box VAVS-2 AHU-2 VAV Box VAVS-2 AHU-2 VAV Box VAVS-2 AHU-2 VAV Box JYORK Service 6 Johnson Controls. Mc. Building Erficiene 800 Railhead Rd. Sic 304 Fort Worth. Texas 76106 Phone: 866-656-9681 Fax: 972-869-9421 Johnson 1140 Controls VAVS-2 AHU-2 VAV Box VAVS-2 AHU-2 VAV Box VAVS-2 AHU-2 VAV Box VAVS-2 AHU-2 VAV Box VAVS-2 AHU-2 VAV Box VAVS-3 AHU-3 VAV Box VAVS-2 AHU-2 VAV Box VAVS-3 AHU-3 VAV Box VAVS-2 AHU-2 VAV Box VAVS-2 AHU-2 VAV Box VAVS-2 (VMA-123) AHU-2 VAV Box VAVS-2 (VMA-124) AHU-2 VAV Box VAVS-3 AHU-3 VAV Box VAVS-3 AHU-3 VAV Box VAVS-3 AHU-3 VAV Box VAVS-3 AHU-3 VAV Box VAVS-3 AHU-3 VAV Box VAVS-3 AHU-3 VAV Box VAVS-3 AHU-3 VAV Box VAVS-2 (VMA-132) AHU-3 VAV Box VAVS-3 AHU-3 VAV Box VAVS-3 AHU-3 VAV Box VAVS-3 AHU-3 VAV Box VAVS-3 AHU-3 VAV Box VAVS-3 AHU-3 VAV Box VAVS-3 AHU-3 VAV Box VAVS-3 AHU-3 VAV Box VAVS-3 AHU-3 VAV Box VAVS-3 AHU-3 VAV Box VAVS-3 (143) AHU-3 VAV Box VAVS-2 AHU-2 VAV Box VAVS-2 AHU-2 VAV Box VAVS-2 AHU-2 VAV Box AHU-4 AHU-4 AHU-5 AHU-5 AHU-6 AHU-6 AHU-7 AHU-7 AHU-8 AHU-8 AHU-9 AHU-9 JYORK Service 7 Johnson Controls, Inc. Building Efficiency 800 Railhead Rd. Ste 304 Fort Worth, Texas 76106 Phone: 866-656-9681 Fax: 972-869-9,121 Johnson 1140 Controls MAU-31 AHU-31 MAU-32 AHU-32 AHU-8 AHU-8 VAV Box AHU-9 AHU-9 VAV Box MAU-31 AHU-31 VAV Box MAU-32 AHU-32 VAV Box VAVS-8 AHU-8 VAV Box VAVS-8 AHU-8 VAV Box VAVS-8 AHU-8 VAV Box VAVS-8 AHU-8 VAV Box VAVS-8 AHU-8 VAV Box VAVS-8 AHU-8 VAV Box VAVS-8 AHU-8 VAV Box VAVS-8 AHU-8 VAV Box VAVS-8 AHU-8 VAV Box VAVS-8 (145) AHU-8 VAV Box VAVS-8 AHU-8 VAV Box VAVS-8 (147) AHU-8 VAV Box VAVS-8 AHU-8 VAV Box VAVS-8 AHU-8 VAV Box VAVS-8 AHU-8 VAV Box VAVS-8 AHU-8 VAV Box VAVS-9 AHU-9 VAV Box VAVS-9 AHU-9 VAV Box VAVS-9 (155) AHU-9 VAV Box VAVS-9 AHU-9 VAV Box VAVS-9 AHU-9 VAV Box VAVS-9 AHU-9 VAV Box VAVS-9 AHU-9 VAV Box VAVS-9 AHU-9 VAV Box VAVS-9 AHU-9 VAV Box VAVS-9 AHU-9 VAV Box VAVS-9 AHU-9 VAV Box VAVS-9 AHU-9 VAV Box VAVS-9 AHU-9 VAV Box AHU-9 AHU-9 Drive AHU-10 AHU-10 AHU-11 AHU-11 AHU-13 AHU-13 JYORK Service 8 Johnson Controls, Inc. Building Efficiency 800 Railhead Rd. Ste 304 Fort Worth, Texas 76106 Phone: 866-656-9681 Fax: 972-869-9:121 Jo Controhnsonls AHU-14 AHU-14 AHU-15 AHU-15 AHU-17 AHU-17 DXPSYS DXP System DXPSYS CHE- System HW2-SYS HW2- System AHU-10 AHU-10 VAV Box AHU-11 AHU-11 VAV Box VAVS-10 AHU-10 VAV Box VAVS-10 AHU-10 VAV Box VAVS-10 AHU-10 VAV Box VAVS-10 AHU-1D VAV Box VAVS-10 AHU-10 VAV Box VAVS-10 AHU-10 VAV Box VAVS-10 AHU-10 VAV Box VAVS-10 AHU-10 VAV Box VAVS-10 AHU-10 VAV Box VAVS-10 AHU-10 VAV Box VAVS-10 AHU-10 VAV Box VAVS-10 AHU-10 VAV Box VAVS-10 AHU-10 VAV Box VAVS-10 AHU-10 VAV Box VAVS-11 AHU-11 VAV Box VAVS-11 AHU-11 VAV Box VAVS-11 AHU-11 VAV Box VAVS-11 AHU-11 VAV Box VAVS-11 AHU-11 VAV Box VAVS-11 AHU-11 VAV Box VAVS-11 AHU-11 VAV Box VAVS-11 AHU-11 VAV Box VAVS-11 AHU-11 VAV Box VAVS-11 AHU-11 VAV Box VAVS-11 AHU-11 VAV Box VAVS-11 AHU-11 VAV Box VAVS-11 AHU-11 VAV Box VAVS-11 AHU-11 VAV Box VAVS-11 AHU-11 VAV Box AHU-12 AHU-12 AHU-16 AHU-16 JYORK Service 9 Johnson Controls. Mc. Building Efficiency 800 Railhead Rd. Sic 304 Fort Worth. Texas 76106 Phone: 866-656-9681 Fax:972-869-9421 Jo Controhnsonls AHU-18 AHU-18 AHU-12 AHU-12 VAV Box AHU-16 AHU-16 VAV Box AHU-18 AHU-18 VAV Box VAVS-12 AHU-12 VAV Box VAVS-12 AHU-12 VAV Box VAVS-12 AHU-12 VAV Box VAVS-12 AHU-12 VAV Box VAVS-12 AHU-12 VAV Box VAVS-12 AHU-12 VAV Box VAVS-12 AHU-12 VAV Box VAVS-12 AHU-12 VAV Box VAVS-12 AHU-12 VAV Box VAVS-12 AHU-12 VAV Box VAVS-12 AHU-12 VAV Box VAVS-16 AHU-16 VAV Box VAVS-16 AHU-16 VAV Box VAVS-16 AHU-16 VAV Box VAVS-16 AHU-16 VAV Box VAVS-16 AHU-16 VAV Box VAVS-16 AHU-16 VAV Box VAVS-16 AHU-16 VAV Box VAVS-16 AHU-15 VAV Box VAVS-16 AHU-16 VAV Box VAVS-16 AHU-16 VAV Box VAVS-16 AHU-16 VAV Box VAVS-16 AHU-16 VAV Box VAVS-18 AHU-18 VAV Box VAVS-18 AHU-18 VAV Box VAVS-18 AHU-18 VAV Box VAVS-18 AHU-18 VAV Box VAVS-18 AHU-18 VAV Box VAVS-18 AHU-18 VAV Box VAVS-18 AHU-18 VAV Box VAVS-18 AHU-18 VAV Box VAVS-18 AHU-18 VAV Box VAVS-18 AHU-18 VAV Box VAVS-18 AHU-18 VAV Box VAVS-18 AHU-18 VAV Box ;PORK Service 10 Johnson Controls, lnc. Building Efficiency 800 Railhead Rd. Sic 304 Fort Worth, Texas 76106 Phone: 866-656-9681 1 ax: 972-869-9421 Johnson 40 Controls VAVS-1S AHU-18 VAV Box VAVS-18 AHU-18 VAV Box AHU-16 AHU-16 Drive AHU-19 AHU-19 AHU-20 AHU-20 AHU-19 AHU-19 AHU-20 AHU-20 VAVS-19 AHU-19 20 VAV Box VAVS-19 AHU-19 20 VAV Box VAVS-19 AHU-19 20 VAV Box VAVS-19 AHU-19 20 VAV Box VAVS-19 AHU-19 20 VAV Box VAVS-19 AHU-19 20 VAV Box VAVS-19 AHU-19 20 VAV Box VAVS-19 AHU-19 20 VAV Box VAVS-19 AHU-19 20 VAV Box VAVS-19 AHU-19 2❑ VAV Box VAVS-19 AHU-19 20 VAV Box VAVS-19 AHU-19 20 VAV Box VAVS-19 AHU-19 20 VAV Box VAVS-19 AHU-19 20 VAV Box VAVS-19 AHU-19 20 VAV Box VAVS-19 AHU-19 20 VAV Box VAVS-19 AHU-19 20 VAV Box VAVS-19 AHU-19 20 VAV Box VAVS-19 AHU-19 20 VAV Box VAVS-19 AHU-19 20 VAV Box VAVS-19 AHU-19 20 VAV Box VAVS-19 AHU-19 20 VAV Box VAVS-19 AHU-19 20 VAV Box VAVS-19 AHU-19 20 VAV Box VAVS-19 AHU-19 20 VAV Box VAVS-19 AHU-19 20 VAV Box VAVS-19 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box ;PORK Service Johnson Controls, Inc. Building Efficiency 800 Railhead Rd. Ste 304 Fort Worth. Texas 761 U6 Phone: 866-656-9681 Fax: 972-869-9,121 Johnson 40 Controls VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box VAVS-20 AHU-19 20 VAV Box (202B) AHU-23 AHU-23 AHU-24 AHU-24 AHU-25 AHU-25 AHU-23 AHU-23 AHU-24 AHU-24 AHU-25 AHU-25 VAVS-23 AHU-23 VAV Box VAVS-23 AHU-23 VAV Box VAVS-24 AHU-24 VAV Box VAVS-24 AHU-24 VAV Box VAVS-24 AHU-24 VAV Box VAVS-24 AHU-24 VAV Box VAVS-23 AHU-23 VAV Box VAVS-23 AHU-23 VAV Box VAVS-110 AHU-23 VAV Box VAVS-23 AHU-23 VAV Box JYORK Service 12 Johnson Controls, Inc. Building Efficiency 800 Railhead Rd. Ste 304 Fort Worth. Texas 76106 Phone:866-656-9681 Fax: 972-869-9,121 Johnson 1140 Controls VAVS-24 AHU-24 VAV Box VAVS-24 (113) AHU-24 VAV Box VAVS-24 AHU-24 VAV Box VAVS-23 AHU-23 VAV Box VAVS-25 AHU-25 VAV Box VAVS-25 AHU-25 VAV Box VAVS-25 AHU-25 VAV Box VAVS-23 AHU-23 VAV Box VAVS-23 AHU-23 VAV Box VAVS-23 AHU-23 VAV Box VAVS-23 AHU-23 VAV Box VAVS-25 AHU-25 VAV Box VAVS-25 AHU-25 VAV Box VAVS-25 AHU-25 VAV Box VAVS-25 AHU-25 VAV Box VAVS-23 AHU-23 VAV Box VAVS-23 AHU-23 VAV Box VAVS-23 AHU-23 VAV Box VAVS-23 (VMA-130) AHU-23 VAV Box VAVS-23 AHU-23 VAV Box VAVS-23 AHU-23 VAV Box VAVS-23 AHU-23 VAV Box VAVS-23 AHU-23 VAV Box VAVS-23 AHU-23 VAV Box VAVS-23 AHU-23 VAV Box VAVS-24 AHU-24 VAV Box VAVS-24 AHU-24 VAV Box VAVS-24 AHU-24 VAV Box VAVS-24 AHU-24 VAV Box VAVS-24 AHU-24 VAV Box VAVS-24 AHU-24 VAV Box VAVS-24 AHU-24 VAV Box VAVS-24 AHU-24 VAV Box VAVS-24 AHU-24 VAV Box VAVS-24 AHU-24 VAV Box VAVS-24 AHU-24 VAV Box VAVS-24 AHU-24 VAV Box VAVS-24 AHU-24 VAV Box VAVS-24 AHU-24 VAV Box JYORK Service I Johnson Controls, Inc. Building Efficiency 800 Railhead Rd. Ste 304 Fort Worth. Texas 76106 Phone: 866-656-9681 Fax: 972-869-9,121 Johnson 40 Controls VAVS-25 AHU-25 VAV Box VAVS-25 AHU-25 VAV Box VAVS-25 AHU-25 VAV Box VAVS-25 AHU-25 VAV Box VAVS-25 (155) Board Room VAVS-25 AHU-25 VAV Box VAVS-25 AHU-25 VAV Box VAVS-25 AHU-25 VAV Box VAVS-25 AHU-25 VAV Box VAVS-25 AHU-25 VAV Box VAVS-25 AHU-25 VAV Box VAVS-25 AHU-25 VAV Box VAVS-25 AHU-25 VAV Box VAVS-25 AHU-25 VAV Box VAVS-25 AHU-25 VAV Box VAVS-25 AHU-25 VAV Box VAVS-25 AHU-25 VAV Box VAVS-25 AHU-25 VAV Box VAVS-25 (170) Board Room AHU-21 AHU-21 AHU-22 AHU-22 MAU-7 MUA-07 MAU-8 MUA-08 MAU-9 MUA-09 MAU-10 MUA-10 MAU-11 MUA-11 MAU-7 MUA-07 MAU-8 MUA-08 MAU-9 MUA-09 MAU-10 MUA-10 MAU-11 MUA-11 AHU-B6 AHU-B6 EXF#1 AHU-B7B8 AHU-B7 B8 AHU-B9B10 AHU-B9 B10 AHU-B11B12 AHU-B11 B12 AHU-B13B14 AHU-B13 B14 EXF#4 AHU-B15 AHU-B15 EXF#5 AHU-B16B17 AHU-B16 B17 KITCHEN Hot Water Heater Control JYORK Service 14 Johnson Controls. lnc. Building Efficiency 800 Railhead Rd. Sic 304 Fort Worth. Texas 76106 Phone: 866-656-9681 Fax: 972-869-9421 Johnson 1140 Controls AERCO - AHU- B10 CONTROL AHU- B11 CONTROL AHU- B12 CONTROL AHU- B13 CONTROL AHU- B14 CONTROL AHU- B15 CONTROL AHU- 86 CONTROL AHU- 67 CONTROL AHU- B8 CONTROL AHU- B9 CONTROL AHU-Al AHU-Al AHU-A10 AHU-A10 AHU-A11 AHU-A11 AHU-Al2 AHU-Al2 AHU-A13 AHU-A13 AHU-A14 AHU-A14 AHU-A15 AHU-A15 AHU-A16 AHU-A16 AHU-A17 AHU-A17 AHU-A18 AHU-A18 AHU-A19 AHU-A19 AHU-A2 AHU-A20 AHU-A20 AHU-A21 AHU-A21 AHU-A22 AHU-A22 AHU-A23 AHU-A23 AHU-A24 AHU-A24 AHU-A25 AHU-A25 AHU-A26 AHU-A26 AHU-A27 AHU-A27 AHU-A28 AHU-A28 AHU-A29 AHU-A29 AHU-A3 AHU-A30 AHU-A30 AHU-A31 AHU-A31 AHU-A32 AHU-A32 AHU-A33 AHU-A33 AHU-A34 AHU-A34 JYORK Service I5 Johnson Controls, Me. Building Efficiency 800 Railhead Rd. Su'. 304 Fors Worth. Texas 76106 Phone: 866-656-9681 Fax: 972-869-9421 Johnson 40 Controls AHU-A35 AHU-A35 AHU-A36 AHU-A36 AHU-A37 AHU-A37 AHU-A38 AHU-A38 AHU-A39 AHU-A39 AHU-A3-ZONES AHU-A4 AHU-A40 AHU-A40 AHU-A41 AHU-A41 AHU-A42 AHU-A42 AHU-A43 AHU-A43 AHU-A44 AHU-A44 AHU-A45 AHU-A45 AHU-A46 AHU-A47 AHU-A47 AHU-A48 AHU-A48 AHU-A4-Zo N ES AHU-A5 AHU-A5-ZON ES AHU-A6 AHU-A6 AHU-A7 AHU-A7 AHU-A8 AHU-A8 AHU-A9 AHU-A9 AHU-B16 EXF#3 AHU-B18 AHU-B18 AHU-B19 AHU-B19 EXF#2 AHU-B20 AHU-B20 AHU-B21 AHU-B21 AHU-B22 AHU-B22 AHU-B23 AHU-B23 AHU-B24 AHU-B24 AHU-B25 AHU-B25 LT Enable AHU-B26 AHU-B26 AHU-B27 AHU-B27 AHU-B28 AHU-B28 AHU-B29 AHU-B29 Arena Pumps UNT-64 Chiller 1 Data STANDARD RELEASE 2.0 Chiller 2 Data STANDARD RELEASE 2.0 ;PORK Service 10 Johnson Controls, hie. 13ui!disng Efficiency 800 Railhead Rd. Sic 304 Fort Worth, Texas 76106 Phone: 866-656-9681 Fax: 972-869-9421 Johnson40 Controls DD-101(RM111) AHU-15-DD-101(RM111) DD-102(Womans Restroom) AHU-15-DD-102(Wmans Restroom) DD-103(Mens Restroom) AHU-15-DD-103(Mens Restroom) DD-104(RM 109) AHU-15-DD-104(RM 109) ❑D-105(RM109) AHU-15-DD-105(RM109) DD-106(RM107) AHU-15-DD-106(AM107) DD-107(RM107) AHU-15-13D-107(RM107) DD-108(RM106) AHU-15-DD-108(RM106) DD-109(RM106) AHU-15-DD-109(RM106) DO-110(RM 108) AHU-15-DD-110(RM108) DD-111(RM 108) AHU-15-DD-111(RM108) DD-112(East Corridor) AHU-15-DD-112(East Corridor) DD-113(RM110A) AHU-15-DD-113(RM110A) DD-114(RM110B) AHU-15-DD-114(RM110B) DD-115(Restrooms) AHU-15-DD-115(Restraoms) DD-116(RM112) AHU-16-DD-116(RM112) 13D-117(RM114) AHU-16-DD-117(RM114) DD-118(RM 116) AHU-16-DD-118(RM116) DD-119(RM118) AHU-16-DD-119(RM118) DD-120(East Corridor) AHU-16-DD-120(East Corridor) DD-121(RM113B) AHU-16-DD-121(RM113B) DD-125(RM113A) AHU-16-DD-125(RM113A) ❑D-126(RM121A) AHU-9-DD-126(RiV1121A) DD-127(RM 121A) DD-128(RM121B) AHU-9-DD-128(RM 1216) ❑D-129(RM121B) AHU-9-DD-129(RM121B) DD-130(RM121C) AHU-9-DD-130(RM 121C) DD-131(RM121C) AHU-9-DD-131(RM121C) DD-132(RM121D) AHU-10-DD-132(RM12113) ❑D-133(RM121E) AHU-10-DD-133(RM121E) DID-134(RM 121F) AHU-10-DD-134(RM 121 F) DD-135(RM122) AHU-10-DD-135(RM122) DD-136(West Corridor) AHU-9-DD-136(West Corridor) DD-137(Womans Restroom) AHU-9-DD-137(Womans Restroom) DD-138(Mens Restroom) AHU-9-DD-138(Mens Restroom) DD-139(RM120) AHU-9-DD-139(RM120) FEC-7 Local Application Chiller Plant JYORK Service 17 Johnson Controls, Inc. Building Efficiency 800 Railhead Rd. Ste 304 Fort Worth. Texas 76106 Phone: 866-65 6-96 81 Fax: 972-869-9421 U NT-58 Johnson 01 Controls VAV-4 V MA-142 WRX-1 PRU,fECT EXCLE SUJNS 1. State and Local Taxes '7. Permits and Fees 3. Payment & Performance Bond 4. Asbestos Abatement 5. Limitations of Access 6. Moving of Any Obstructions 7. Smoke Evacuation or Fire Systems 8. Excludes Arena AHUs 9. Existing Communication Wiring Deficiencies 10. 120/1/60 or Greater Power or Wiring 11. Test and Balance 12. End Devices — Actuator, Temperature Sensors, Flow Meter, Valves 13. Fees and Bonds 14. Existing Site or System Conditions Thank you for this opportunity to be of service. If you have any questions please feel free to contact me at (214) 797-983 I or Patrick.d.mooney@fjci.com this proposal is hereby accepted and York/JC1 is authorized to proceed This pmposnl valid +0 days past with the work. subject, however. to Credit approval by York/JCI. Alternate Numbers Accepted Purchaser - Cwnprmv Nance 10/6/2023 Johnson Controls WORK Service 18 EXHIBIT B PAYMENT SCHEDULE 1.1 City will pay Vendor for Services performed pursuant to this Agreement up to a total amount not to exceed $ 1,204,748.00. Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 1.2 On or before the loth day of each month of this Agreement, the Vendor will provide the City with a signed fee invoice summarizing (i) the portion of the Services that have been completed during the prior month and (ii) any additional visits that have been incurred during the prior month. Vendor must provide the City with an invoice in order to be paid. Invoices must be submitted to Supplierinvoices@fortworthtexas.gov. 1.3 Prior to submitting an invoice to the City for payment of the applicable Services, Vendor must verify the quality of Services performed. The City will review and inspect all Services to determine their acceptability and signify acceptance by execution of a services acceptance form, which will be promulgated by the City. If the City rejects the submission, it will notify the Vendor in writing as soon as the determination is made, listing specific reasons for rejection. The Vendor will have ten (10) days to correct any deficiencies, unless otherwise agreed by the Parties in writing. Payment to the Vendor will not be authorized unless the City accepts the Services in writing. The City's acceptance will not be unreasonably withheld. 1.4 Following acceptance of the Services by the City, Vendor must provide the City with a signed, readable invoice summarizing (i) the Service(s) that have been completed; (ii) purchase order number, and (iii) requesting payment. If the City requires additional reasonable information, it will request the same promptly after receiving the above information, and the Vendor must provide such additional reasonable information to the extent the same is available. Invoices must be submitted to Supplierinvoices@fortworthtexas.gov 1.5 Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. Vendor Services Agreement Page 12 of 12 v.1.4 (November 30, 2021) Johnson Controls, inc. Building Efficiency 800 Railhead Rd. Ste 304 Fort Worth, Texas 76106 Phone: 86 6-6 5 6-96 81 Fax: 972-869-9421 Johnson Olb Controls PAYMENT SCHEDULE . Page-1 Application No: Preliminary SOV DRAFT Owner: COFW Convention Center Project COFW Convention Center Metasys Upgrade Period From: 12f112023 Owners Representative: Mr. Keith Chlsolm Period To: 1013112024 Contract For: _ A - B C 0 E F - G H I J K -. tP Des a11ptian of Na. Mork Contract Amount. - 5t,204,748.ao - - Scheduled Value AL Wnrk Completed Materials Presently Stored Not In DorE Total Complete 5 Stored To Data jDiE4Fj. . '1H t10C1 Money ' '. Balance To Ftnrslr lass Retainpgo Bet inage Total10% Prajeot Balance To Finish Including Retslnage Actual Physical % Complsre Froro Previous An ors This Period A December 2023 - Mabiliralion and Engineering - 20% 5240.949.00 $0.00 50.00 50.00 $0.01 0.00% $216,854.la S24094.90 $240,940.00 0.00'r, March 2024 - Melasys Control Hardware Ship - 20% S240.949.00 50.00 50.00 s0.00 50.00 0.00% S216,854.10 _ 524,094.90 S240.949.00 0.00% April 2024 - Metasys Demo. Wiring. Installation. - Programming, Commissioning - 113% $120,474.00 $0.001 $0.00 $0.00 S0.00 0.00% S108,426,60 $12,047.40 $120,474.00 0.00%. Apn1 2024 - Metesys Demo, Wiring, Installation, ProgFamming, Commissioning - 1$% 5150,714.00 $0.00' $0.00 SOLOSOAO 0.00% $162.642.60 $18 07.1.40 $180.71.4.00 0.00%. June 2.024- Metasys Demo. Wring, Installation, Programming, Commissioning - 1S% $180,714-00 $0.00 $0-00 $0.00 50.00 0.00% $162,842.60 $10,071.40 $180,714.00 0.00% September 2024 - Metesys L II Graphics, Final Commissioning -10% $120,474.00 $0.00 50-00 $0.00 $0.00 0.00% 8108.426.60 $12,047.40 5120,474.00 0.00% October 2024 - Project Closeout, I01Vts As-Buills, CLIStomer Training - 10%. Pius Beier! lion 0110% $120,474.00 $0.00 $0.00 $0.00 $0,00 0.00% $108.426,80 $12.047-40 $120,474.00 0.00% MOO $0.00 $0,00 $0.00 $0.00 0.00% $0.00 $0.00 $0.00 0.00% 50.00 $0.00 $0.00 $0.00 50.00 0.00% 80.00 $0.00 50-00 0-00% 50.00 50.00 50.00 50.00 50.00 0.00% $0.00 $0.00 $0,00 0.0008 50.00 $0.00 50.00 $0.00 50.00 0.00% $0.00 SO 00 $0 00 0.00% $0.00 $0.00 $0.00 $0.00 $0.00 0.00% 50.00 $0.00 50.00 0.0008. 50.00 $0.00 $0.00 $0.00 $0.00 0.0008 $0.00 80-00 $0.00 0.000. 50.00 $0.00 50.00 80.00 50.00 0.0008 80.00 50-00 50-00 0-0008 $0.00 50.00 $0.00 $0.00 $0.00 0.00% 50.00 50.00 50.00 0.0008 50.00 50.00 50.00 50.00 50.00 0.0008 50.00 $0.00Y 50.00 0.00% $0.00 $0,o0. $0.00 $0.o0 50.00 0-00% soma $0,00 moo 0.00% Sub -total S1,204,748.00 50.00 50,00 $0.00 S0.00 0.00% S1,004.273.20 S120,474.00 51,204,748.00 0.0008 Taxes 0.00% 50.00 50.00 __$0A0 50.00 $0.00 0.00% $0.00 $0.00 50-00 10.00% 21 Totals 51,204,748.00 SO 00 S0.00 50 00 50.00 0.00%f $1084 273.20 5120,474.80r51,204.748.00 0.00% JYORK Service 1 City of Fort Worth, Texas Mayor and Council Communication DATE: 11/14/23 LOG NAME: 25AMEND PED CIP SUBJECT M&C FILE NUMBER: M&C 23-0965 (ALL) Authorize the Execution of a Vendor Services Agreement with Johnson Control, Inc. in an Amount Not to Exceed $1,204,748.00 for the Fort Worth Convention Center Metasys Upgrade, Authorize Change Order 1 to the Construction Contract with SDB, Inc. in an Amount Not to Exceed $100,640.19 for the Amon Carter Exhibit Hall Door Replacement, Adopt Appropriation Ordinance and Amend the Fiscal Years 2024-2028 Public Events Capital Improvement Program RECOMMENDATION: It is recommended that the City Council 1. Authorize execution of a vendor services agreement with Johnson Controls Inc. in the amount of $1,204,748.00 from available funding in the FWCC Metasys project (City Project No. 105210); 2. Authorize execution of a Change Order to the Construction Contract with SDB, Inc., City Secretary Contract 59739, in an amount not to exceed $100,640.19 for a total contract amount of $790,980.19 to address scope changes for Americans with Disabilitites Act compliance with available funding from the Amon Carter Exhibit Hall Door Replacement project (City Project No. 101437); 3. Adapt the attached appropriation ordinance in the Public Events Capital Fund by: a. Removing the FWCC Exhibit Hall Lighting (City Project No. 105074) and FWCC Lobby Renovation (City Project No. 104370) projects, eliminating appropriations and increasing the available balance in the Public Events Capital Fund in the amount of $1,660,000.00, b. Increasing estimated receipts and appropriations in the amount of $1,370,000.00, from available funds, for the purpose of funding the FWCC Metasys project (City Project No.105210), c. Increasing estimated receipts and appropriations in the amount of $290,000.00, from available funds, for the purpose of funding the FWCC Expansion project (City Project No. 102582), d. Adjusting estimated receipts and appropriations by increasing estimated receipts and appropriations in the FWCC Expansion project (City Project No. 102582) in the amount of $681,135.00 and decreasing estimated receipts and appropriations in the FWCC Minor Renovation & Repair programmable project (City Project No. P00053) by the same amount, e. Adjusting estimated receipts and appropriations by increasing estimated receipts and appropriations in the FWCC Star Tower Facade project (City Project No. 102515) in the amount of $60,000.00 and decreasing estimated receipts and appropriations in the FWCC Minor Renovation & Repair programmable project (City Project No. P00053) by the same amount, f. Adjusting estimated receipts and appropriations by increasing estimated receipts and appropriations in the Amon Carter Exhibit Hall Door Replacement project (City Project No. 101437) in the amount of $140,000.00 and decreasing estimated receipts and appropriations in the WRMC Minor Renovation and Repair programmable project (City Project No. P00054) by the same amount, and g. Adjusting estimated receipts and appropriations by increasing estimated receipts and appropriations in the WRMC Generator Enhancement project (City Project No. 102634) in the amount of $100,000.00 and decreasing estimated receipts and appropriations in the WRMC Minor Renovation and Repair programmable project (City Project No. P00054) by the same amount. 4. Amend the Fiscal Years 2024-2028 Capital Improvement Program DISCUSSION: The purpose of this M&C is to amend the Public Events Capital Improvement Program (CIP) for the Fort Worth Convention Center (FWCC) and Will Rogers Memorial Center (WRMC) chapters by reallocating funds for current capital needs. This M&C also authorizes a sole source vendor service agreement with Johnson Control, Inc. for the METASYS upgrade at FWCC and execution of a Change Order to the construction contract with SDB, Inc (CSC 59739) for scope changes related to ADA compliance for the Amon Carter Exhibit Hall Door replacement project at WRMC. FWCC METASYS Project (CPN 105120): The METASYS Building Automation System (BAS) is a complete family of hardware and software control components designed to work together as one cohesive system. METASYS enhances occupant comfort, health, safety, security, and productivity, and it provides more system control and easier access to information than other building automation systems. The latest version of METASYS maximizes operator efficiency, and enhances overall system performance and reliability by identifying, troubleshooting and correcting issues from any Windows -based device. The system also provides a predictable and preventive maintenance on critical components of the convention center's commercial HVAC, lighting, security and protection systems. The project scope includes the removal and replacement of critical data interfacing components, software upgrades, operator training and certification, and a one-year warranty on parts and services to include patches and upgrades. The project is scheduled to start in December 2023 with a substantial completion date of 10, FY2025. The total project budget for the FWCC METASYS Upgrade is $1,370,000.00. A waiver of the goal for Business Equity subcontracting requirements was requested, and approved by the DVIN, in accordance with the applicable Ordinance, because the purchase of goods or services is from a sole source where subcontracting or supplier opportunities are negligible. Kitchen FF&E for the FWCC Expansion Phase I (CPN 102582): The current furniture, fixtures, and equipment (FF&E) for the Fort Worth Convention Center requires modernization, upgrades, and increased cooking, preparation, and service capacity in support of the expansion project. The department had previously planned to procure kitchen FF&E in support of the convention center expansion. Increasing the FF&E budget for the project ensures compatibility issues are minimized, procurement and installation is more efficient, and the volume of items for procurement provides additional opportunities for savings. This is an ARPA project and is scheduled for substantial completion 2Q, FY2025. The addition for the FWCC Kitchen FF&E is $971,135.00 for a new total project budget of approximately $95,972,680.00. FWCC Star Tower Facade Project (CPN 102515): The purpose of this project is to evaluate exterior brick, glass and connection joints for wear, provide construction drawings and facilitate repairs to the Fort Worth Convention Center (FWCC) Star Tower, located at the SW corner of the building. PED, in collaboration with PMD, is working through the design process and bid documentation phase of the current project. Upon further investigation, engineers have identified severe corrosion of metal studs due to a lack of waterproofing around the stucco requiring a need for increased funding to complete the needed improvements. This is an ARPA project and is scheduled for substantial completion 20, FY2024. The total project budget for the FWCC Star Tower Facade Caulking and sealing is $225,000.00 Amon Carter Door Replacement (CPN 101437): On May 9, 2023 M&C 23-0366 awarded SDB Inca construction contract for the replacement of doors and associated hardware at the Amon Carter Building on the Will Rogers Memorial Center Campus and executed CSC 59739 in the amount of $690,340.00. Construction work began in the second quarter of calendar year 2023. During the construction process, contractors have identified numerous locations above interior and exterior doorways missing headers. The headers are essential to maintaining doorway integrity. Additionally, in an effort to increase access to the facility, the department has requested eight (8) additional ADA door openers. Finally, the current door hardware does not conform with the majority of the hardware used throughout the campus. As such, the department is asking to upgrade door hardware and other scope changes to meet current usage, with the execution of Change Order #1 to CSC 59739. Additional Public Events Capital funding is proposed to supplement existing ARPA project funding. The project is scheduled for substantial completion 2Q, FY2024. The total project budget for the Amon Carter Door Replacement is $904,459.85 In accordance with the City Code of Ordinances, Part II, Chapter 7-1 Fort Worth Building Administrative Code, Section 109.2.1, Exception 2; "Work by non -City personnel on property under the control of the City of Fort Worth shall be exempt from the permit fees only if the work is for action under a contract that will be or has been approved by City Council with notes in the contract packages stating the fee is waived." SDB Inc is in compliance with the City's Business Equity Ordinance by committing to 35% MWBE participation on this project. The City's MWBE goal on this project is 15%. WRMC Generator Enhancement Project (CPN 102634): The original scope of this project was to replace generator in Coliseum that provides emergency power to lighting in the Coliseum and Exhibit Hall. Additionally, will provide new equipment providing emergency power to Admin offices and facility network, data & phone infrastructure. During a recent power outage, the staff and our strategic partners (FWSSR) sustained critical outages from data and communication servers to emergency lighting where guests were present. Engineers are redesigning generator capacities and locations to ensure maximum emergency back-up capabilities. This is an ARPA project and is scheduled for substantial completion 40, FY2024. The total project budget for the emergency generator replacement is $415,000.00 FY2024-2028 Capital Improvement Program (CIP) Amendments: Both the FWCC Grand Lobby Renovations, approved in the FY2023-2027 CIP in connection with ordinance 25773-09-2022, and FWCC Exhibit Hall Lighting project, approved in the FY2024-2028 CIP in connection with ordinance 26453-09-2023, are being deferred to future phases of the FWCC Expansion project, which is included in FY2026 of the FY2024-2028 CIP for an estimated $606M to be funded with future bonds. The additional funding to the current FWCC Expansion project for the Kitchen FF&E and the FWCC Metasys Project were not included in the current CIP because the imminent need was unforeseen at the time the CIP was being developed. The FWCC Star Tower Facade is funded by American Rescue Plan Act (ARPA) funds, Subtitle M (Coronavirus State and Local Fiscal Recovery Funds) with the restoration of deferred capital projects in M&C 21-0913, November 30, 2021 and as such is not included in any current or previous Capital Improvement Program (CIP). Allocations are however made annually in the CIP for the FWCC Minor Renovation & Repair programmable project. The Amon Carter Exhibit Hall Door Replacement and WRMC Generator project is funded by American Rescue Plan Act (ARPA) funds, Subtitle M (Coronavirus State and Local Fiscal Recovery Funds) with the restoration of deferred capital projects in M&C 21-0913, November 30, 2021 and the reallocation of other WRMC ARPA project funding in M&C 23-0646, August 8, 2023 and as such is not included in any current or previous Capital Improvement Program (GIP), Allocations are made annually in the CIP for the WRMC Minor Renovation & Repair programmable project. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are currently available in the FWCC Lobby Renovation, FWCC Exhibit Hall Lighting, FWCC Minor Renovation & Repair and WRMC Minor Renovation & Repair projects within the Public Events Capital Fund and upon approval of the above recommendations and adoption of the attached appropriation ordinance, funds will be available in the various capital projects within the Public Events Capital Fund to support the above recommendations and execution of the agreement and change order. Prior to an expenditure being incurred, the Public Events Department has the responsibility of verifying the availability of funds. Submitted for City Manager's Office by: William Johnson 5806 Originating Business Unit Head: Michael Crum 2501 Additional Information Contact: Keith Chisolm 2525 ATTACHMENT FORT WORTH. '---orpley' CITY OF FORT WORTH - CONVENTION CENTER METASYS UPGRADE CHANGE PROPOSAL 001 Johnson 0, Controls I0 JOHNSON CONTROLS BUILDING EFFICIENCY Sunday, November 17, 2024 Johnson Controls, Inc. Building Efficiency 800 Railhead Rd. Ste 304 Fort Worth, Texas 76106 Phone: 866-656-9681 Fax: 972-869-9421 To: City of Fort Worth Convention Center 1201 Houston St. Fort Worth, Texas 76102 Attn: Keith Chisolm Cynthia Serrano Date: Project Name: Johnson `'1 'i Controls Sunday, November 17, 2024 COFW-Convention Center Metasys Upgrade CO1 Ductwork Repairs Proposal Ref #: 11172024_001 EXECUTIVE S Dear Mr. Chisolm, We are submitting this change proposal for the ductwork repairs at the COFW Convention Center as per the request. This proposal is based on the detailed scope and pricing provided by our subcontractor, A&G Services, and includes our administrative and managerial fees and mark-ups for overhead, profit. PROJE USIONS 1. Labor and Materials: o Repair ductwork inside the ceiling at the south end of the Convention Center. o Remove and replace an 8'x8' section of drywall for access. o Add temporary supports to framing. o Remove and reinstall an 8'x8' section of steel stud and CRC framing o Remove collapsed flex ductwork and install new flex duct with proper support. o Reinstall drywall, tape, bed, texture, prime, and paint to match existing finishes. o Repeat the above scope for three additional openings to address all seven runs of ductwork needing repairs. 2. Specialized Equipment: o Utilize a boom lift capable of reaching multiple points inside the ceiling from each 8'x8' opened section and up to 34' from the walkable floor level. JYORK Service 2 Johnson Controls, Inc. Building Efficiency 800 Railhead Rd. Ste 304 Fort Worth, Texas 76106 Phone: 866-656-9681 Fax: 972-869-9421 Pricing: Subcontractor Costs: • Sheetrock/Framing/Painting: $43,910.00 • Ductwork Repair and Specialized Lift: $34,350.00 • Total Subcontractor Cost: $78,260.00 Johnson `'1 'i Controls Administrative and Managerial Fees: Total Mark-ups: Total Proposal Amount: (excluding applicable taxes) $ 2,387.00 $16,936.00 $97,583.00 Clarifications: • All necessary precautions will be taken to protect the floors, including the use of poly sheeting, Masonite boards, and ram boards. • The project timeframe is from December 16, 2024, to January 6, 2025. • This proposal is valid for 30 days from the date of this letter. Exclusions: • Any parts, materials, equipment, or labor not specified in the above scope of work. • Overtime or premium time. • Temporary cooling/heating of any kind. We appreciate the opportunity to present this proposal and look forward to your approval. Thank you for this opportunity to be of service. If you have any questions please feel free to contact me at (469) 315-3052 or john.a.phillips@jci.com JYORK Service 3 Johnson Controls, Inc. Building Efficiency 800 Railhead Rd. Ste 304 Fort Worth, Texas 76106 Phone: 866-656-9681 Fax: 972-869-9421 Johnson `'1 'i Controls This proposal is hereby accepted and York/JCI is authorized to proceed This proposal valid 30 days past: with the work; subject, however, to credit approval by York/JCI. Purchaser - Company Name Name: Title: Date: 11/17/2024 Johnson Controls Signature Signature Name: John Phillips Title: Project Manager JYORK Service 4 Standard Terms and Conditions — U.S.A. (1) AGREEMENT AND LIMITATIONS. This document sets forth the terms and conditions of any sale by Seller of the specified product, equipment or services indicated on the reverse side hereof or attachment and is expressly made conditional on the assent of Buyer (hereinafter "Buyer') to these Standard Terms and Conditions. Buyer's acceptance of any part of the product, equipment or services sold or Buyer's instructions to Seller to begin work or to ship any product or equipment after receipt of these Standards Terms and Conditions shall constitute such assent, and a waiver of all terms and conditions in its purchase order or similar document which are different from or additional to those set forth herein. Seller's failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of these Standard Terms and Conditions. References to "products" or "equipment" herein shall mean the product and equipment to be furnished by Seller as identified on the applicable Seller Quotation. These Standard Terms and Conditions may be modified or rescinded only by a writing signed by authorized representatives of both Seller and Buyer. (2) TERMINATION OR MODIFICATION. Accepted orders may by cancelled or modified by Buyer only with Seller's express written consent. If cancellation or modification is allowed, Buyer agrees to pay to Seller all expenses incurred and damage sustained by Seller on account of such cancellation or modification, plus a reasonable profit. (3) PRICE, SHIPMENT, AND PAYMENT. Prices on accepted orders are firm for a period of 90 days from date of acceptance. Johnson may invoice Purchaser monthly for all materials delivered to the job site or to an off -site storage facility and for all work performed on -site and off -site. Twenty -Five percent (25%) of the contract price is for engineering, drafting and other mobilization costs incurred prior to installation. This 25% shall be included in Johnson's initial invoice. Price and delivery is F.O.B. point of manufacture, unless otherwise provided. Unless otherwise agreed to in writing by Seller, all payments are due net thirty (30) days from the date of invoice. Seller may, at its sole option, have the right to make any delivery under this Agreement payable on a cash or payment guarantee before shipment basis. In the case of export sales, unless otherwise agreed to in writing by Seller, all payments are to be by means of a confirmed irrevocable letter of credit. (4) TAXES. All prices exclude state and local use, sales or similar taxes. Such taxes, if applicable, will appear as separate items on the invoice unless Buyer provides a tax exemption certificate that is acceptable to taxing authorities. (5) DELIVERY. The delivery date(s) provided by Seller for the product and equipment is only an estimate and is based upon prompt receipt of all necessary information from Buyer. The delivery date(s) is subject to and shall be extended by delays caused by strikes, fires, accidents, shortages of labor or materials, embargoes, or delays in transportation, compliance with government agency or official requests, or any other similar or dissimilar cause beyond the reasonable control of Seller. FAILURE TO DELIVER WITHIN THE TIME ESTIMATED SHALL NOT BE A MATERIAL BREACH OF CONTRACT ON SELLER'S PART. If Buyer causes Seller to delay shipment or completion of the product or equipment, Seller shall be entitled to any and all extra cost and expenses resulting from such delay. (6) LIMITED WARRANTY. Seller warrants that the product and equipment furnished by Seller under this Agreement will be of good quality and that the services provided by Seller will be provided in a good and workmanlike manner. If Seller installs or furnishes product or equipment under this Agreement, and such product or equipment, or any part thereof, is covered by a manufacturer's warranty, Seller will transfer the benefits of that manufacturer's warranty to Buyer. This warranty does not cover failures caused in whole or in part by (i) improper installation or maintenance performed by anyone other than Seller; (ii) improper use or application; (iii) corrosion; (iv) normal deterioration; (v) operation beyond rated capacity, (vi) the use of replacement parts or lubricants which do not meet or exceed Seller's specifications, or (vii) if Seller's serial numbers or warranty date decals have been removed or altered. To qualify for warranty consideration for products or equipment, at the earlier of the Buyer's discovery of the defect or the time at which the Buyer should have discovered the defect; Buyer must immediately notify Seller in writing for instructions on warranty procedures. Seller's sole obligation for defective services shall be to repair or to replace defective parts or to properly redo defective services. All replaced equipment becomes Seller's property. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WHICH ARE HEREBY DISCLAIMED. THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (7) INDEMNIFICATION, REMEDIES AND LIMITATIONS OF LIABILITY. In addition to Paragraph 8 below regarding patents, Buyer agrees that Seller shall be responsible only for such injury, loss, or damage caused by the intentional misconduct or the negligent act or omission of Seller. In the event Buyer claims Seller has breached any of its obligations under the Agreement, whether of warranty or otherwise, Seller may request the retum of the goods and tender to Buyer the purchase price theretofore paid by Buyer, and in such event, Seller shall have no further obligation under the Agreement except to refund such purchase price upon redelivery of the goods. If Seller so requests the return of the goods, the goods shall be redelivered to Seller in accordance with Sellers instructions and at Sellers expense. The remedies contained in these Standard Terms and Conditions shall constitute the sole recourse of Buyer against Seller for breach of any of Sellers obligations under the Agreement, whether of warranty or otherwise. In no event shall Seller be liable for special, indirect, incidental, or consequential damages, including loss of anticipated profit, or other economic loss, or for any damages arising in tort whether by reason of strict liability, negligence, or otherwise regardless of whether it has been apprised of the possibility of such. (8) PATENTS. Seller shall indemnify, defend or at its option settle, and hold Buyer and its directors, officers, employees, agents, subsidiaries, affiliates, subcontractors and assignees, harmless from and against any and all claims, suits, actions or proceeds ("Claims") against such parties based upon the infringement or alleged infringement, or violation or alleged violation, of (a) any United States patent and (b) any copyright, trademark, trade secret or other proprietary right of a third party which is enforceable in the United States, as a result of Buyer's use of the product or equipment within the United States provided that: (i) Buyer gives Seller prompt written notice of any such Claim, (ii) Buyer gives Seller full authority to defend or settle any such Claim, and (iii) Buyer gives Seller proper and full information and assistance, at Seller's expense (except for Buyers employees' time) to defend or settle any such Claim. THE FOREGOING IS IN LIEU OF ANY WARRANTIES OF NONINFRINGEMENT, WHICH ARE HEREBY DISCLAIMED. The foregoing obligation of Seller does not apply with respect to products or equipment or portions or components thereof (a) not supplied by Seller, (b) made in whole or in part in accordance to Buyer or owner specifications, (c) which are modified after shipment by Seller, if the alleged infringement related to such modification, (d) combined with other products, processes or materials where the alleged infringement relates to such combination, (e) where Buyer continues allegedly infringing activity after being notified thereof and/or after being informed of modifications that would have avoided the alleged infringement without significant loss of performance or functionality, or (f) where Buyer's use of the product or equipment is incident to an infringement not resulting primarily from the product or equipment; Buyer will indemnify Seller and its officers, directors, agents, and employees from all damages, Settlements, attorneys' fees and expenses related to a claim of infringement, misappropriation, defamation, violation of rights of publicity or privacy excluded from Seller's indemnity obligation herein. (9) GOVERNING LAW. The formation and performance of the Agreement shall be govemed by the laws of the State of Wisconsin, U.S.A. Any action for breach of the Agreement or any covenant or warranty must be commenced within one year after the cause of action has accrued unless such provision is not permitted by applicable law. (10) DISPUTE RESOLUTION. Seller shall have the sole and exclusive right to determine whether any dispute, controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be submitted to a court of law or arbitrated. The venue for any such arbitration shall be in Milwaukee, Wisconsin. The arbitrators award may be confirmed and reduced to judgment in any court of competent jurisdiction. In the event the matter is submitted to a court, Seller and Buyer hereby agree to waive their right to trial by jury and covenant that neither of them will request trial by jury in any such litigation. (11) SOFTWARE LICENSE. To the extent software is provided by Seller under this Agreement, Buyer agrees that such software may only be used in accordance with the terms and conditions of the software license agreement that accompanies the software. Buyer agrees not to directly or indirectly decompile, disassemble, reverse engineer or otherwise derive the source code for the software. If Buyer is a U.S. Government agency, Buyer acknowledges that the software licensed under this agreement is a commercial item that has been developed at private expense and not under a Government contract. The Government's rights relating to the software are limited to those rights applicable to Buyers as set forth herein and is binding on Government users in accordance with Federal Acquisition Regulation 48 C.F.R. Section 12.212 for non- defense agencies and/or Defense FAR Supplement 48 C.F.R. Section 227.7202-1 for defense agencies. (12) MISCELLEANEOUS (a) CHANGES OF CONSTRUCTION AND DESIGN: Seller reserves the right to change or revise the construction and design of the products or equipment purchased by Buyer, without liability or obligation to incorporate such changes to products or equipment ordered by Buyer unless specifically agreed upon in writing reasonably in advance of the delivery date for such products or equipment. Buyer agrees to bear the expense of meeting any changes or modifications in local code requirements which become effective after Seller has accepted Buyers order. (b) CHARACTER OF PRODUCT AND SECURITY INTEREST: The goods delivered by Seller under the terms of the Agreement shall remain personal property and retain its character as such no matter in what manner affixed or attached to any structure or property. Buyer grants Seller a security interest in said goods, any replacement parts and any proceeds thereof until all sums due Seller have been paid to it in cash. This security interest shall secure all indebtedness or obligations of whatsoever nature now or hereafter owing Buyer to Seller. Buyer shall pay all expenses of any nature whatsoever incurred by Seller in connection with said security interest. (c) INSURANCE: Buyer agrees to insure the goods delivered under the Agreement in an amount at least equal to the purchase price against loss or damage from fire, wind, water or other causes. The insurance policies are to be made payable to Seller and Buyer in accordance with their respective interests, and when issued are to be delivered to Seller and held by it. Failure to take out and maintain such insurance shall entitle Seller to declare the entire purchase price to be immediately due and payable and shall also entitle Seller to recover possession of said goods. (d) INSTALLATION: If installation by the Seller is included within the Seller's Quotation, Buyer shall provide all of the following at its own expense and at all times pertinent to the installation: i) free, dry, and reasonable access to Buyer's premises; and ii) proper foundations, lighting, power, water and storage facilities reasonably required. (e) Compliance with Laws: Sellers obligations are subject to the export administration and control laws and regulations of the United States. Buyer shall comply fully with such laws and regulation in the export, resale or disposition of purchased products or equipment. Quotations or proposals made, and any orders accepted by Seller from a Buyer outside the United States are with the understanding that the ultimate destination of the products or equipment is the country indicated therein. Diversion of the products or equipment to any other destination contrary to the United States is prohibited. Accordingly, if the foregoing understanding is incorrect, or if Buyer intends to divert the products or equipment to any other destination, Buyer shall immediately inform Seller of the correct ultimate destination. ATTACHMENT C labor to assist SCT Upload Quote Prepared by Haydan White 10/16/2024 Johnson ''1 ff Controls PROPOSAL Account Information Bill To: Quote Reference Number: Project Name: Site: Branch Info: Attn: CITY OF FORT WORTH 900 MONROE ST SUITE 400 FORT WORTH TX USA 76102 1-1PRUDUAQ labor to assist SCT Upload CITY OF FORT WORTH CITY HALL 200 TEXAS ST FORT WORTH TX 76102-6312 JOHNSON CNTRL DALLAS FORT WORTH IRVING CB - 0N81 Anthony Garma Customer Information MP' Name: Anthony Garma This proposal is hereby accepted and Johnson Controls is authorized to proceed with the work, subject to credit approval By Johnson Controls, Inc. Milwaukee, WI. We propose to furnish the materials and/or perform the work below for the net price of: $2,809.30 This proposal is valid through: 11/15/2024 CITY OF FORT WORTH Johnson Controls Inc. Signature: Name: Title: Date: PO: Signature: Name: Title: Date: CONFIDENTIAL: For customer review. ©2024 Johnson Controls Johnson Controls Page 1 of 6 Proposal Overview Benefits/Scope of Work: This quote is to provide time needed to assist with the sites upload issues. Exclusions: Exclusions: Over time Voltage of 24vac/DC 1.Labor or material not specifically described above is excluded from this proposal. 2.Unless otherwise stated, any and all overtime labor is excluded from this proposal. 3.Applicable taxes or special freight charges are excluded from this proposal CONFIDENTIAL: For customer review. ©2024 Johnson Controls Johnson ,Jr Controls Page 2 of 6 CDSFOPERACCEPTANCE: In accepting this Agreement Orstarrsr agrae to the terms and cm:films contained herein iecILti,Jng those on the following page(s) of this Agreement and any attadtmertts ar riders attached hetet that contain additianal terms and condl orxs. It is ircierstood d'aa1 these terms and corttil orws shall prevail over any variation in terns and carrdtioatU on any purchase order o, other document that Customer may issue. Any changes regwested by Customer after the execution of this Agreement shall be paid far by the Custorrr€r and such changes shall be authorized in writing. ATTENTION IS DEECTED TO THE LIMITATION OF LIASILSTY, WARRANTY, )EMNIP( AND OTHER CONDITIONS CONTANE D IN THIS AGREEMENT. Total sell price is contingent upon the following biting and payment terms: For most Agreements where the proposal amount exceeds $5,000 (LI5D or CAD as applicable), Customer agrees to pay Johnson C orttn is an upfront deposit of 30% or more due NET 30 from date of invcrae. Alternatively, for Agreements Mere the aeposei price exceeds S5,0DD Customer may pay Johnson Ca drolsin full NET 10 from dale of invoice in exchange foa an immediate 2% disocatt an the total sale pice. Johnson Controls is not rewired to commence work until any agreed to aduence payments are received If Cuslorner is unwilling to agree to either option above for proposals exceeding 15,000 presented), please aduse your Johnson Controls representative immediately and a new, repriced proposal will need to be issued !o Custornet. All invoices will be delivered via errail and paid via ACF-. EFT bang transfer; wiih payment due NET 30 (unless Customer has made full pa rzrent NET 10 in exchaigebr a h diseountl. Johnson Cmhots' ACI-I€FTbank trans5e rietaIls be `arth coming upon contractual aoteerrreni This offer shall be void if not accepted in %%Tiling within thirty [34j days From the date first set Forth ahem. To ensure that Seller is compliant with your camparry's billing requirements, please provide the falleming information_ PO is required to facilitate hifling= ENO: This signed contract satisfies requirement EYES: Please reierettce this PO Number: AR invoices are accepted via e-mail: E YES: E-mail address to be used: ❑ NO: Please submit invoices via mail ❑ NO: Please smbrnit v� (IMPORTANT): "JCI" or "Johnson Controls" shall mean Johnson Controls, Inc. for work performed in the U.S.A. and Johnson Controls Canada LP for work performed in Canada. These terms and conditions are an integral part of JCI's offer and form the basis of any agreement (the "Agreement') resulting from JCI's proposal for the goods and/or services described. All work is to be performed Monday through Friday during normal JCI business hours unless otherwise noted, and JCI is authorized to proceed with the work; subject, however, to credit approval by JCI. TERMS AND CONDITIONS By accepting this proposal, Customer agrees to be bound by the following terms and conditions: 1. SCOPE OF WORK. This proposal is based upon the use of straight time labor only. Plastering, patching, and painting are excluded. Disinfecting of chiller condenser and cooling tower water systems and components for biohazards, such as but not limited to Legionella, are excluded unless otherwise specifically stated in this Agreement. In -line duct and piping devices, including, but not limited to valves, dampers, humidifiers, wells, taps, flow meters, orifices, etc., if required hereunder to be furnished by JCI, shall be distributed and installed by others under JCI's supervision but at no additional cost to JCI. Customer agrees to provide JCI with required field utilities (electricity, toilets, drinking water, project hoist, elevator service, etc.) without charge. JCI agrees to keep the job site clean of debris arising out of its own operations. Customer shall not back charge JCI for any costs or expenses without JCI's written consent. Unless specifically noted in the statement of the scope of work or services undertaken by JCI under this Agreement, JCI's obligations under this Agreement expressly exclude any language or provision of the Agreement elsewhere contained which may authorize or empower the Customer to change, modify, or alter the scope of work or services to be performed by JCI and shall not operate to compel JCI to perform any work relating to Hazards or Biohazards, such as but not limited to Legionella, without JCI's express written consent. 2. INVOICE AND PAYMENTS. JCI may invoice Customer monthly for all materials delivered to the job site or to an off -site storage facility and for all work performed on -site and off -site. As set forth in JCI's proposal, Customer shall pay JCI an advance payment which shall be credited against the final payment (but not any progress payment) due hereunder. Unless otherwise agreed to by the parties, payment is due to JCI upon Customer's receipt of JCI's invoice. Such payment is a condition precedent to JCI's obligation to perform any work under this Agreement. Invoices shall be paid by Customer via electronic delivery via EFT/ACH. If JCI consents to payment by credit card in lieu of EFT/ACH, JCI may charge additional fees. Invoicing disputes must be identified by Customer in writing within 21 days of the date of the invoice. Payment of any disputed amounts are due and payable upon resolution of such dispute. Customer acknowledges and agrees that timely payments of the full amounts listed on invoices is an essential term of this Agreement and Customer's failure to make payment in full when due is a material breach of this Agreement. Customer further acknowledges that if there is any amount outstanding on an invoice; it is material to JCI and will give JCI, without prejudice to any other right or remedy, the right to, without notice: (i) suspend, discontinue or terminate performing any services and/or withhold further deliveries of equipment and other materials, terminate or suspend any unpaid software licenses, and/or suspend JCI's obligations under or terminate this Agreement; and (ii) charge Customer interest on the amounts unpaid at a rate equal to the lesser of one and one half (1.5) percent per month or the maximum rate CONFIDENTIAL: For customer review. ©2024 Johnson Controls Johnson op, Controls Page 3 of 6 permitted under applicable law, until payment is made in full. JCI's election to continue providing future services does not, in any way diminish JCI's right to terminate or suspend services or exercise any or all rights or remedies under this Agreement. JCI shall not be liable for any damages, claims, expenses, or liabilities arising from or relating to suspension of services for non-payment. In the event that there are exigent circumstances requiring services or the JCI otherwise performs services at the premises following suspension, those services shall be governed by the terms of this Agreement unless a separate contract is executed. If Customer disputes any late payment notice or JCI's efforts to collect payment. Customer shall immediately notify JCI in writing and explain the basis of the dispute. Customer will pay all of JCI's reasonable collection costs (including legal fees and expenses). In the event of Customer's default, the balance of any outstanding amounts will be immediately due and payable. Lien waivers will be furnished upon request, as the work progresses, to the extent payments are received. 3. MATERIALS. If the materials or equipment included in this proposal become temporarily or permanently unavailable for reasons beyond the control and without the fault of JCI, then in the case of such temporary unavailability, the time for performance of the work shall be extended to the extent thereof, and in the case of permanent unavailability, JCI shall (a) be excused from furnishing said materials or equipment, and (b) be reimbursed for the difference between the cost of the materials or equipment permanently unavailable and the cost of a reasonably available substitute therefore. 4. EQUIPMENT WARRANTY. JCI warrants that equipment manufactured or labeled by JCI shall be free from defects in material and workmanship arising from normal usage for a period of one year. No warranty is provided for third -party products and equipment installed or furnished by JCI. Such products and equipment are provided with the third party manufacturer's warranty to the extent available, and JCI will transfer the benefits, together with all limitations, of that manufacturer' s warranty to Customer. All transportation charges incurred in connection with the warranty for equipment and/or materials not installed by JCI shall be borne by Customer. These warranties shall not extend to any equipment that has been abused, altered, misused or repaired by Customer or third parties without the supervision of and prior written approval of JCI, or if JCI serial numbers or warranty date decals have been removed or altered. Customer must promptly report any failure of the equipment to JCI in writing. Unless agreed to in writing by the parties, any technical support, assistance, or advice ("Technical Support") provided by JCI, such as suggestions as to design use and suitability of the equipment and products for the Customer's application, is provided in good faith, but Customer acknowledges and agrees that JCI is not the designer, engineer, or installer of record. Any Technical Support is provided for informational purposes only and shall not be construed as a representation or warranty, express or implied, concerning the proper selection, use, and/or application of the equipment and products. Customer assumes exclusive responsibility for determining if the equipment and products supplied by JCI are suitable for its intended application and all risk and liability, whether based in contract, tort or otherwise, in connection with its application and use of the equipment and products. 5. LIMITED WARRANTY. JCI warrants its workmanship or that of its agents (Technicians) in relation to installation of equipment for a period of ninety (90) days from date of installation. Customer shall bear all labor costs associated with replacement of failed equipment still under JCI's equipment warranty or the original manufacturer's warranty, but outside the terms of this express labor warranty. All warranty labor shall be executed on normal business days during JCI normal business hours. These warranties do not extend to any equipment which has been repaired by others, abused, altered, or misused in any way, or which has not been properly and reasonably maintained. THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE. UNDER NO CIRCUMSTANCES SHALL JCI BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO ANY DEFECT IN MATERIAL OR WORKMANSHIP OF EQUIPMENT OR THE PERFORMANCE OF SERVICES. JCI makes no and specifically disclaims all representations or warranties that the services, products, software or third party product or software will be secure from cyber threats, hacking or other similar malicious activity, or will detect the presence of, or eliminate, treat, or mitigate the spread, transmission, or outbreak of any pathogen, disease, virus or other contagion, including but not limited to COVID 19. 6. LIABILITY. To the maximum extent permitted by law, in no event shall JCI and its affiliates and their respective personnel, suppliers and vendors ("JCI Parties") be liable to you or any third party under any cause of action or theory of liability even if advised of the possibility of such damages, for any: (a) special, incidental, consequential, punitive, or indirect damages; (b) lost profits, revenues, data, customer opportunities, business, anticipated savings, or goodwill; (c) business interruption; or (d) data loss or other losses arising from viruses, ransomware, cyber-attacks or failures or interruptions to network systems. In any case, the entire aggregate liability of the JCI Parties under this proposal for all damages, losses, and causes of action (whether in contract, tort (including negligence), or otherwise) shall be limited to the amounts payable to JCI hereunder. 7. FAR. JCI supplies "commercial items" within the meaning of the Federal Acquisition Regulations (FAR), 48 CFR Parts 1-53. As to any customer order for a U.S. Government contract, JCI will comply only with those mandatory flow -downs for commercial item and commercial services subcontracts listed either at FAR 52.244-6, or 52.212-5(e)(1), as applicable. 8. TAXES. The price of this proposal does not include duties, sales, use, excise, or other taxes, unless required by federal, state, or local law. Customer shall pay, in addition to the stated price, all taxes not legally required to be paid by JCI or, alternatively, shall provide JCI with acceptable tax exemption certificates. JCI shall provide Customer with any tax payment certificate upon request and after completion and acceptance of the work. 9. DELAYS. JCI shall not be liable for any delay in the performance of the work resulting from or attributed to acts of circumstance beyond JCI's control, including but not limited to; acts of God, fire, riots, labor disputes, conditions of the premises, acts or omissions of the Customer, Owner, or other Contractors or delays caused by suppliers or subcontractors of JCI, etc. 10. COMPLIANCE WITH LAWS. JCI shall comply with all applicable federal, state, and local laws and regulations, and shall obtain all temporary licenses and permits required for the prosecution of the work. Licenses and permits a permanent nature shall be procured and paid for by the Customer. 11. PRICING. JCI may increase prices upon notice to the Customer to reflect increases in material and labor costs. Prices for products covered by this Agreement may be adjusted by JCI, upon notice to Customer at any time prior to shipment and regardless of Customer's acceptance of JCI's proposal or quotation, to reflect any increase in JCI's cost of raw materials (e.g., steel, aluminum) inability to secure Products, changes or increases in law, labor, taxes, duties, tariffs or quotas, acts of government, any similar charges, or to cover any extra, unforeseen and unusual cost elements. This Agreement is entered into with the understanding that the services to be provided by JCI are not subject to any local, state, or federal prevailing wage statute. If it is later determined that local, state, or federal prevailing wage rates apply to the services to be provided by JCI, JCI reserves the right to issue a modification or change order to adjust the wage rates to the required prevailing wage rate. Customer agrees to pay for the applicable prevailing wage rates. 12. DISPUTES. JCI shall have the sole and exclusive right to determine whether any dispute, controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be submitted to a court of law or arbitrated. For Customers located in the United States, the laws of Delaware shall govern the validity, enforceability, and interpretation of this Agreement, without regard to conflicts of law principles thereof, and the exclusive venue for any such litigation or arbitration shall be in Milwaukee, Wisconsin. For Customers located in Canada, the laws of Ontario shall govern the validity, enforceability, and interpretation of this Agreement, without regard to conflicts of law principles thereof, and the exclusive venue for any such litigation or arbitration shall be in Ontario, Canada. The parties waive any objection to the exclusive jurisdiction of the specified forums, including any objection based on forum non conveniens. In the event the matter is submitted to a court, JCI and Customer hereby agree to waive their right to trial by jury. In the event the matter is submitted to arbitration by JCI, the costs of arbitration shall be borne equally by the parties, and the arbitrator's award may be confirmed and reduced to judgment in any court of competent jurisdiction. If JCI prevails in any collection action. Buyer will pay all of JCI's reasonable collection costs (including legal fees and expenses). Except as provided below, no claim or CONFIDENTIAL: For customer review. ©2024 Johnson Controls Johnsonoft, Controls Page 4 of 6 cause of action, whether known or unknown, shall be brought by either party against the other more than one year after the claim first arose. Claims not subject to the one-year limitation include claims for unpaid: (1) contract amounts, (2) change order amounts (approved or requested) and (3) delays and/or work inefficiencies. 13. INSURANCE. Insurance coverage in excess of JCI's standard limits will be furnished when requested and required. No credit will be given or premium paid by JCI for insurance afforded by others. 14. INDEMNITY. The Parties hereto agree to indemnify each other from any and all liabilities, claims, expenses, losses or damages, including attorneys fees which may arise in connection with the execution of the work herein specified and which are caused, by the negligent act or omission of the indemnifying Party. 15. CUSTOMER RESPONSIBILITIES. Customer is solely responsible for the establishment, operation, maintenance, access, security and other aspects of its computer network ("Network") and shall supply JCI secure Network access for providing its services. Products networked, connected to the internet, or otherwise connected to computers or other devices must be appropriately protected by Customer and/or end user against unauthorized access. Customer is responsible to take appropriate measures, including performing back-ups, to protect information, including without limit data, software, or files (collectively "Data") prior to receiving the service or products. 16. FORCE MAJUERE: JCI shall not be liable, nor in breach or default of its obligations under this Agreement, for delays, interruption, failure to render services, or any other failure by JCI to perform an obligation under this Agreement, where such delay, interruption or failure is caused, in whole or in part, directly or indirectly, by a Force Majeure Event. A "Force Majeure Event" is a condition or event that is beyond the reasonable control of JCI, whether foreseeable or unforeseeable, including, without limitation, acts of God, severe weather (including but not limited to hurricanes, tornados, severe snowstorms or severe rainstorms), wildfires, floods, earthquakes, seismic disturbances, or other natural disasters, acts or omissions of any governmental authority (including change of any applicable law or regulation), epidemics, pandemics, disease, viruses, quarantines, or other public health risks and/or responses thereto, condemnation, strikes, lock -outs, labor disputes, an increase of 5% or more in tariffs or other excise taxes for materials to be used on the project, fires, explosions or other casualties, thefts, vandalism, civil disturbances, insurrection, mob violence, riots, war or other armed conflict (or the serious threat of same), acts of terrorism, electrical power outages, interruptions or degradations in telecommunications, computer, network, or electronic communications systems, data breach, cyber- attacks, ransomware, unavailability or shortage of parts, materials, supplies, or transportation, or any other cause or casualty beyond the reasonable control of JCI. If JCI's performance of the work is delayed, impacted, or prevented by a Force Majeure Event or its continued effects, JCI shall be excused from performance under the Agreement. Without limiting the generality of the foregoing, if JCI is delayed in achieving one or more of the scheduled milestones set forth in the Agreement due to a Force Majeure Event, JCI will be entitled to extend the relevant completion date by the amount of time that JCI was delayed as a result of the Force Majeure Event, plus such additional time as may be reasonably necessary to overcome the effect of the delay. To the extent that the Force Majeure Event directly or indirectly increases JCI's cost to perform the services, Customer is obligated to reimburse JCI for such increased costs, including, without limitation, costs incurred by JCI for additional labor, inventory storage, expedited shipping fees, trailer and equipment rental fees, subcontractor fees, compliance with vaccination requirements or other costs and expenses incurred by JCI in connection with the Force Majeure Event. 17. SAFETY, HEALTH AND HAZARDOUS MATERIALS. The Parties hereto agree to notify each other immediately upon becoming aware of an inspection under, or any alleged violation of the, Occupational Safety and Health Act relating in any way to the project or project site. ACM /Hazardous Materials: Customer shall supply JCI with any information in its possession relating to the presence of asbestos -containing materials ("ACM") or hazardous materials at any of its facilities where JCI's undertakes any Work or Services that may result in the disturbance of ACM or hazardous materials. JCI shall not be responsible for abatement and/or removal and disposal of hazardous materials or ACM. If either Customer or JCI becomes aware of or suspects the presence of ACM or hazardous materials that may be disturbed by JCI's Work or Services, JCI shall immediately stop all work until such ACM or hazardous or unsafe condition is rectified by Owner and Owner so notifies JCI in writing that work can safely be resumed, based on test conducted by a licensed testing organization. Timetables for delivery of JCI's products or services and the contract price shall be adjusted appropriately for any associated delay. 18. ONE-YEAR CLAIMS LIMITATION. No claim or cause of action, whether known or unknown, shall be brought against JCI more than one year after the claim first arose. Except as provided for herein, JCI's claims must also be brought within one year. Claims for unpaid contract amounts are not subject to the one-year limitation. 19. DIGITAL ENABLED SERVICES.; DATA. If JCI provides Digital Enabled Services under this Agreement, these Digital Enabled Services require the collection, transfer and ingestion of building, equipment, system time series, and other data to JCI's cloud -hosted software applications. Customer consents to and grants JCI right to collect, ingest and use such data to enable JCI and its affiliates and agents to provide, maintain, protect, develop and improve the Digital Enabled Services and JCI products and services. Customer acknowledges that, while Digital Enabled Services generally improve equipment performance and services, Digital Enabled Services do not prevent all potential malfunction, insure against all loss, or guarantee a certain level of performance. Customer shall be solely responsible for the establishment, operation, maintenance, access, security and other aspects of its computer network ("Network"), shall appropriately protect hardware and products connected to the Network and will supply JCI secure Network access for providing its Digital Enabled Services. As used herein, "Digital Enabled Services" mean services provided hereunder that employ JCI software and related equipment installed at Customer facilities and JCI cloud -hosted software offerings and tools to improve, develop, and enable such services. Digital Enabled Service may include, but are not limited to, (a) remote servicing and inspection, (b) advanced equipment fault detection and diagnostics, and (c) data dashboarding and health reporting. If Customer accesses and uses Software that is used to provide the Digital Enabled Services, the Software Terms (defined below) will govern such access and use. 20. JCI DIGTAL SOLUTIONS. Use, implementation, and deployment of the software and hosted software products ("Software") offered under these terms shall be subject to, and governed by, JCI's standard terms for such Software and Software related professional services in effect from time to time at www. johnsoncontrols.com/techterms (collectively, the "Software Terms"). Specifically, the JCI General EULA set forth at www.johnsoncontrols. com/buildings/legal/digital/generaleula governs access to and use of software installed on Customer's premises or systems and the JCI Terms of Service set forth at www.johnsoncontrols.com/buildings/legal/digital/generaltos govern access to and use of hosted software products. The applicable Software Terms are incorporated herein by this reference. Other than the right to use the Software as set forth in the Software Terms, JCI and its licensors reserve all right, title, and interest (including all intellectual property rights) in and to the Software and improvements to the Software. The Software that is licensed hereunder is licensed subject to the Software Terms and not sold. If there is a conflict between the other terms herein and the Software Terms, the Software Terms shall take precedence and govern with respect to rights and responsibilities relating to the Software, its implementation and deployment and any improvements thereto. Notwithstanding any other provisions of this Agreement, unless otherwise agreed, the following terms apply to Software that is provided to Customer on a subscription basis (i.e., a time limited license or use right), (each a "Software Subscription"): Each Software Subscription provided hereunder will commence on the date the initial credentials for the Software are made available (the "Subscription Start Date") and will continue in effect until the expiration of the subscription term noted in the applicable statement of work, order or other applicable ordering document . At the expiration of the Software Subscription, such Software Subscription will automatically renew for consecutive one (1) year terms (each a "Renewal Subscription Term"), unless either party provides the other party with a notice of non -renewal at least ninety (90) days prior to the expiration of the then -current term. To the extent permitted by applicable law, Software Subscriptions purchases are non -cancelable, and the sums paid nonrefundable. Fees for Software Subscriptions shall be paid annually in advance, invoiced on the Subscription Start Date and each subsequent anniversary thereof. Customer shall pay all invoiced amounts within thirty calendar days after the date of invoice. Payments not made within such time period shall be subject to late charges as set forth in the Software Terms. Unless otherwise agreed by the parties in writing, the subscription CONFIDENTIAL: For customer review. ©2024 Johnson Controls Johnson fit, Controls Page 5 of 6 fee for each Renewal Subscription Term will be priced at JCI's then -applicable list price for that Software offering. Any use of Software that exceeds the scope, metrics or volume set forth in this Agreement and applicable SOW will be subject to additional fees based on the date such excess use began. 21. Privacy. JCI as Processor: Where JCI factually acts as Processor of Personal Data on behalf of Customer (as such terms are defined in the DPA) the terms at www.johnsoncontrols.com/dpa ("DPA") shall apply. JCI as Controller: JCI will collect, process and transfer certain personal data of Customer and its personnel related to the business relationship between it and Customer (for example names, email addresses, telephone numbers) as controller and in accordance with JCI's Privacy Notice at https://www.johnsoncontrols.com/privacy. Customer acknowledges JCI's Privacy Notice and strictly to the extent consent is mandatorily required under applicable law, Customer consents to such collection, processing and transfer. To the extent consent to such collection, processing and transfer by JCI is mandatorily required from Customer's personnel under applicable law, Customer warrants and represents that it has obtained such consent. 22. ASSIGNMENT. This Agreement is not assignable by the Customer except upon written consent of JCI first being obtained. JCI shall have the right to assign this Agreement, in whole or in part, or to subcontract any of its obligations under this Agreement without notice to Customer. 23. TERMINATION. If JCI's performance of its obligations becomes impracticable due to obsolescence or unavailability of systems, equipment, or products (including component parts and/or materials) or because the JCI or its supplier(s) has discontinued the manufacture or the sale of the equipment and/or products or is no longer in the business of providing the services, JCI may terminate this Agreement, or the affected portions, at its sole discretion upon notice to Customer. JCI may terminate this Agreement, or the affected portions, at its sole discretion upon notice to the Customer if JCI's performance of its obligations are prohibited because of changes in applicable laws, regulations or codes. 24. ENTIRE AGREEMENT. This proposal, upon acceptance, shall constitute the entire agreement between the parties and supersedes any prior representations or understandings. Customer acknowledges and agrees that any purchase order issued by Customer in connection with this Agreement is intended only to establish payment authority for Customer's internal accounting purposes and shall not be considered to be a counteroffer, amendment, modification, or other revision to the terms of this Agreement. No term or condition included or referenced in Customer's purchase order will have any force or effect and these terms and conditions shall control. Customer's acceptance of any Services shall constitute an acceptance of these terms and conditions. Any proposal for additional or different terms, whether in Customer's purchase order or any other document, unless expressly accepted in writing by JCI, is hereby objected to and rejected. 25. CHANGES. No change or modification of any of the terms and conditions stated herein shall be binding upon JCI unless accepted by JCI in writing. CONFIDENTIAL: For customer review. ©2024 Johnson Controls Johnson O' Controls Page 6 of 6