Cooling Tower & Chiller Replacement (JPOC 1400)

TARRANT COUNTY

HOSPITAL DISTRICT d/b/a

JPS HEALTH NETWORK

REQUEST FOR PROPOSAL #20261378859 Cooling Tower & Chiller Replacement (JPOC 1400)

The Tarrant County Hospital District d/b/a JPS Health Network (the "District") is seeking proposals for the provision of Cooling Tower & Chiller Replacement (JPOC 1400).

The District will reject any proposal that fails to comply in all respects with the instructions set forth herein for responding to this Solicitation. NO EXCEPTIONS WILL BE MADE, even if you are a current or prior vendor for the District. The contract awarded, if any, under and pursuant to this Solicitation shall supersede any previous contract, bid, or GPO agreement for the products or services described herein.

Release Date: 04/24/2026

Response Deadline: 05/08/2026, 2:00 p.m. CST

OVERVIEW

INTRODUCTION AND OVERVIEW

The District desires to award a contract or contracts based upon vendor proposals ("Solicitation Response(s)") to this Solicitation ("Solicitation"). The District is soliciting vendor proposals from vendors capable of supplying the District with Cooling Tower & Chiller Replacement (JPOC 1400) (the "Project"), as set forth and specified herein (See Section II below, BUSINESS REQUIREMENTS, attached hereto and incorporated herein for all purposes). All Solicitation Responses must be delivered to the District by the date and time, and in the manner specified in Section I.B hereof to be considered a Solicitation Response by the District.

A Solicitation Response does not commit the District to accept such Solicitation Response or to award a contract based on any Solicitation Response ("Contract Award") merely because a Solicitation Response may propose the lowest price for the Project. The District expressly reserves the right to base any Contract Award hereunder upon its evaluation of all relevant factors regarding the vendor, including, but not limited to, Project pricing and terms, management experience and expertise, industry reputation and profile, performance history, support services, location and accessibility, and any other information relevant to its evaluation. Qualifications and omissions will be considered when evaluating vendor solicitation responses. A Solicitation Response that does not meet the minimum requirements set forth in Section II below, BUSINESS REQUIREMENTS, will be disqualified.

This Solicitation is not an order and does not commit the District to pay for any costs incurred by the prospective vendor in the preparation or submission of the Solicitation or in the procurement of the Project. Project quantity estimates used herein may or may not reflect actual quantities needed or used by the District in the future, and do not commit the District to order specific Project quantities. Any Solicitation Response accompanied by terms and conditions that conflict with this Solicitation may be rejected by the District.

The District reserves the right to reject any or all Solicitation Responses and to issue a Contract Award or not to issue a Contract Award based solely on the Solicitation Responses received by the District in response to this Solicitation. However, prior to making any award hereunder, the District also reserves the right to engage in additional discussions with one or more of the vendors responding to this Solicitation.

Any prospective Respondent may request an explanation or interpretation of any portion of this Solicitation by complying with the request procedure described in Section I.C.2 below. The responses, if any, of the District to such requests are subject to and will be in the form of amendment to the Solicitation and will comply with the provisions of Section I.C.2 below. The District may elect not to respond to any or all such requests received from prospective Respondents.

SMALL OR HISTORICALLY UNDERUTILIZED BUSINESS PARTICIPATION

The District maintains a policy of encouraging and engaging in business transactions with vendors who are small or historically underutilized businesses. The District establishes a 25% good faith target goal. The District also encourages its vendors to utilize subcontractors and vendors who qualify and are certified under applicable law as HUBs. HUB Respondents are also strongly encouraged to subcontract to other HUBs to expand HUB participation beyond Respondent's own self-performance. HUB Respondents should identify and list HUB subcontractors and other relevant information under the appropriate Solicitation Response section(s) and on the Good Faith Form (). Prior to the Contract Award, a Respondent's good faith efforts to utilize HUB subcontractors and vendors in its business transactions shall be part of the criteria under which the vendor proposals will be considered. Each Respondent will be required to show in its Solicitation Response its efforts to utilize HUB subcontractors and vendors in its business transactions.

VENDOR PORTAL

Prior to the District's consideration of a Respondent's Solicitation Response each Respondent is required to register as a vendor in the District's online vendor portal, B2Gnow, located on the District's Website at: .

The District will monitor contract compliance via B2GNow. The prime vendor and any subcontractors awarded contracts as a result of this Solicitation are required to use the secure web-based system to submit project information including, but not limited to, monthly progress payment reports and other information related to HUB participation. The District may require additional information related to the contract to be provided electronically through the system at any time before, during, or after contract award. Noncompliance may result in exclusion of a vendor from future contract opportunities with the District.

COMPLIANCE WITH TEXAS GOVERNMENT CODE SECTION 2252.908

Please note that Texas Government Code Section 2252.908 does not require any action until after a vendor has been awarded and a contract is ready for the District's Board of Managers approval. Form 1295s require the District's contract tracking number, which does not exist until after a vendor has been awarded.

Texas Government Code Section 2252.908 ("Section 2252.908") states that a governmental entity or state agency may not enter into certain contracts with a business entity unless the business entity submits Form 1295, a disclosure of interested parties, to the governmental entity or state agency at the time the business entity submits the signed contract to the governmental entity or state agency. Section 2252.908 applies to all contracts entered into from and after January 1, 2016 between business entities and Texas governmental entities and state agencies which meet either one of the following criteria:

1. the contract requires a vote of the governing body of the Texas governmental entity, or

2. the contract has a contractual value of at least $1 Million.

The Texas Ethics Commission has adopted a Certificate of Interested Parties form ("Form 1295") and has made it available on the TEC website.

In 2017 Section 2252.908 was amended to provide that the requirements of Section 2252.908 do not apply to the following contracts entered into or amended after January 1, 2018:

1. a contract with a publicly traded business entity, including a wholly owned subsidiary of the business entity;

2. a contract with an electric utility, as that term is defined by Section 31.002, Texas Utilities Code; or

3. a contract with a gas utility, as that term is defined by Section 121.001, Texas Utilities Code.

In the event a Contract Award is issued pursuant to this Solicitation, the Respondent receiving the Contract Award shall be required to comply with the provisions of Section 2252.908, Texas Government Code, and the Chapter 46 Rules of the TEC, prior to entry into a contract with the District. The TEC has posted a video tutorial to its website for business entity filings of Form 1295. The TEC video provides step-by-step tutorials for creating login accounts for the business entity for completing and filing Form 1295. The TEC video tutorials can be viewed on its website at:

The TEC's FAQs are posted on its website at:

COMPLIANCE WITH TEXAS GOVERNMENT CODE CH. 2271 (Boycott of Israel Prohibited)

In 2017 Texas Government Code Section et seq. was enacted to provide that a Texas governmental entity is prohibited from entering into a contract with a company unless the contract contains a written verification by the company that (i) the company does not boycott Israel, and (ii) the company will not boycott Israel during the term of the contract. The requirement was modified in 2019 to apply only to contracts with a value of $100,000 or more that are made with a company (not including sole proprietorships) with 10 or more full-time employees. The term "boycott Israel" is defined in Section of the Texas Government Code and means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict harm on, or limit commercial relationships specifically with Israel, or with a person or entity doing business in Israel or in an Israel-controlled territory, but does not include an action made for ordinary business purposes. Any awarded contract must comply with the verification requirements in Texas Government Code Section , and a Respondent's failure or refusal to comply will result in the withdrawal of the Contract Award. Respondents should ensure they and their affiliates do not appear on the Texas Comptroller's .

COMPLIANCE WITH TEXAS GOVERNMENT CODE SECTIONS 2252.151 et seq. (Scrutinized Business Operations in Sudan, Iran, or with Designated Foreign Terrorist Organizations Prohibited)

In 2017 Texas Government Code Chapter 2252 was amended by adding Sections et seq. to provide that a Texas governmental entity is prohibited from entering into a contract with a company that engages in certain scrutinized business operations in Sudan, Iran, or with foreign terrorist organizations. A Texas government entity may not enter into a contract with a "scrutinized company" as defined in Section of the Texas Government Code. Respondents should ensure that they and their affiliates do not appear on the Texas Comptroller's . The District is from entering into a contract with a company on such a list (including a company with any affiliate on the list).

COMPLIANCE WITH TEXAS GOVERNMENT CODE CH. 2274 (Discrimination Against Firearm Entities or Firearm Trade Associations Prohibited)

In 2021, Texas Government Code Chapter was enacted to provide that a Texas governmental entity is prohibited from entering into a contract with a company unless the contract contains a written verification by the company that (i) the company does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association, and (ii) the company will not discriminate against a firearm entity or firearm trade association during the term of the contract. The requirement applies only to contracts with a value of $100,000 or more that are made with a company (not including sole proprietorships) with 10 or more full-time employees. The requirement does not apply to sole source contracts or competitive solicitations-related contracts where no respondent can provide the verification required. (See Sec. ). The term "discriminate against a firearm entity or firearm trade association" is defined in Texas Government Code Section and means, with respect to the entity or association, to: (i) refuse to engage in the trade of any goods or services with the entity or association based solely on its status as a firearm entity or firearm trade association; (ii) refrain from continuing an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; or (iii) terminate an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; the term does not include: (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories; and (ii) a company's refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship: (aa) to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency; or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade association. Any awarded contract must comply with the verification requirements in Texas Government Code Section , and a Respondent's failure or refusal to comply will result in the withdrawal of the Contract Award.

COMPLIANCE WITH TEXAS GOVERNMENT CODE CH. 2276 (Boycott of Certain Energy Companies Prohibited)

In 2021, Texas Government Code Chapter was enacted to provide that a Texas governmental entity is prohibited from entering into a contract with a company unless the contract contains a written verification by the company that (i) the company does not boycott energy companies, and (ii) the company will not boycott energy companies during the term of the contract. The requirement applies only to contracts with a value of $100,000 or more that are made with a company (not including sole proprietorships) with 10 or more full-time employees. The term "boycott energy company" is defined in Section of the Texas Government Code and means, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company: (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described by subsection (A). Any awarded contract must comply with the verification requirements in Texas Government Code Section , and a Respondent's failure or refusal to comply will result in the withdrawal of the Contract Award.

TEXAS PUBLIC INFORMATION ACT

Each Respondent acknowledges that the District is a governmental body operating under and subject to the provisions of the Texas Public Information Act ("TPIA") (Chapter 552 of the Texas Government Code) and thereby acknowledges that certain information collected, assembled, or maintained in connection with the transaction of official business by a governmental body is considered public information potentially subject to disclosure pursuant to a valid TPIA request. Respondent is responsible for challenging any requests for information it considers confidential under the TPIA. The requirements of Subchapter J, Chapter 552 of the Texas Government Code apply to this bid, and the contractor or vendor agrees that that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter. Respondents should consult the Attorney General's website () for information concerning the application of the provisions of the TPIA to proposals and proprietary vendor information.

SOLICITATION RESPONSE REQUIREMENTS, CONDITIONS AND RELATED INFORMATION

Preparation of Solicitation Response.

Each Respondent should carefully examine and familiarize itself with this Solicitation and all exhibits, drawings, specifications, and instructions included in this Solicitation. Each Respondent, by submitting a Solicitation Proposal, represents that Respondent has read and understands this Solicitation and the drawings, exhibits attached to this Solicitation.

Each Solicitation Response shall be fully completed, shall contain all the information required from the Respondent by this Solicitation, including the Vendor Certification Form attached hereto as ("Required Information"), and shall be signed and executed, on the Signature Form attached hereto as by an officer or other authorized representative of the Respondent. Each page of a Solicitation Response shall contain the company name of the Respondent. A Respondent's failure to provide any of the Required Information in its Solicitation Response, or the failure of the Solicitation Response to contain the signature of Respondent's officer or other duly authorized representative, may result in the District's disqualification of such Solicitation Response. The Required Information shall include detailed information regarding the Respondent's historical efforts (for the last year) to utilize HUB subcontractors and vendors in its prior business transactions and shall include such detailed information in its Solicitation Response.

Each Respondent shall be responsible for and shall bear all costs for the preparation and presentation of its Solicitation Response. Unless otherwise designated by Respondent and agreed by the District, the Solicitation Response and all drawings, materials, supporting documentation, manuals, etc. submitted with any Solicitation Response ("Submitted Materials") will, immediately upon submission, become the property of the District. After the date upon which the final vendor is selected (See Section I.C.1 below) Respondents may request the return of the Submitted Materials. However, all costs associated with returning the Submitted Materials to a Respondent shall be born and paid in advance by the Respondent.

The District does not guarantee the confidentiality of any Submitted Materials. Each Respondent, by submitting a Solicitation Response, acknowledges and agrees that any Submitted Materials will be distributed or made available to appropriate District personnel and consultants involved in this Solicitation process, and further understands that the Submitted Materials may be subject to disclosure pursuant to the TPIA. Information considered proprietary by a Respondent should be clearly marked "Proprietary" when submitted with a Solicitation Response.

The District reserves the right to modify and/or supplement this Solicitation by amendment issued by the District prior to the date and time of the Response Deadline (defined herein). Any such amendments will be posted online prior to the Response Deadline at the same District internet site where this Solicitation is kept available for solicitation of Solicitation Responses. It is the responsibility of each Respondent to check that internet site frequently to determine if any amendments have been issued.

The District reserves the right to withdraw this Solicitation, at its sole discretion, from any or all prospective vendors and Respondents at any time, before or after the Response Deadline. The withdrawal, if ever, of this Solicitation shall be effective upon the District's issuance of written notice posted online at the same District internet site where this Solicitation is kept available for solicitation of Solicitation Responses, which notice may also be sent by the District to the prospective Respondents in any manner deemed reasonable by the District.

Form of Contract.

Any Respondent awarded a contract with the District for the purchase and sale of the products and/or services pursuant to this Solicitation shall be required to execute an agreement between the Respondent and the District which shall in all material respects contain the terms and conditions set forth in (Contract Terms), which is attached hereto and incorporated herein for all purposes. The District will not agree to change the Contract Terms except under unusual circumstances approved in the sole discretion of the District and its legal counsel. The District will entertain changes to the Contract Terms to the limited extent required to conform the unique terms of the Solicitation Response to the Contract Terms (e.g., unique payment provisions, terms and conditions). The District reserves the right to approve or reject any proposed changes to the Contract Terms submitted by Respondents.

Respondents may not request additional changes to the Contract Terms after the Solicitation Response has been submitted to the District, nor will the District agree to negotiate any requested changes to the Contract Terms which are not included with the Solicitation Response in the manner and form set forth above in this section I.B.2 and in Exhibit C.

Submission of Solicitation Responses.

All Solicitation Responses shall be submitted to the District as follows:

All Solicitation Responses must be electronically submitted via file upload at this website: . Please ensure this RFP# is entered in the "Bidding Opportunity Num" field on the Response Form, as well as in the file name(s) of each uploaded file. The proposal must include an electronic, editable, unlocked/unsecured copy of your proposed contract (e.g., PDF or TIFF is not acceptable). If you submit a redline of the Contract Terms in response to Exhibit C, you must provide an editable, unlocked/unsecured version of the redline with your Solicitation Response (preferably in track changes). The rest of your response must be submitted in a format that preserves the original graphic appearance, such as portable document format (PDF) or other digital image format that is platform-independent and easily readable without purchased software.

An attempted award will be deemed invalid if the Respondent, upon award of a contract (if ever), is not registered with JPS Vendor Portal () or is not in compliance with the District's requirements for vendor credentialing.

Respondents must submit the Solicitation Response as follows: the file name(s) of each file making up the Solicitation Response must begin with (i) the RFP# followed by (ii) the Respondent's name. Also, the cover page of the Solicitation Response must state the following: (i) the name and address of the Respondent, (ii) the Response Deadline, and (iii) the RFP. Please put the RFP# in the "Bidding Opportunity Num" field on the Response Form.

Unless otherwise expressly provided in this Solicitation or in any amendment to this Solicitation, no Respondent shall modify or cancel the Solicitation Response or any part thereof for thirty (30) days after the Response Deadline. Respondents may withdraw Solicitation Proposals at any time before the Solicitation Proposals are opened by the District, but may not resubmit them. No Solicitation Proposal may be withdrawn or modified after the Solicitation Proposal deadline.

Solicitation Proposals will not be considered if they show any omissions, alterations of required forms, additions or conditions not requested or irregularities of any kind. However, the District reserves the right to waive any irregularities and to make the award in the best interest of the District.

The Respondent acknowledges the right of the District to reject any or all Solicitation Responses and to waive any informality or irregularity in any Solicitation Response received. In addition, the District reserves the right to reject any Solicitation Response if the Respondent failed to submit the data, information or documents required by this Solicitation, or if the Solicitation Proposal is in any way incomplete or irregular.

Failure to follow the instructions regarding the submission of Solicitation Responses may result in the District's disqualification of such Solicitation Responses.

Solicitation Responses are due on or before 05/06/2026, 2:00 p.m. CST ("Response Deadline"). The Response Deadline may be extended by the District upon amendment to this Solicitation issued prior to the then-existing Response Deadline. Solicitation Responses are not scheduled for public opening. No email, telephone, telephonic, or FAX Solicitation Responses will be accepted. The District will not be responsible for missing, lost, or late deliveries. Solicitation Proposals delivered after the Response Deadline will not be accepted or considered under any circumstances.

Each Solicitation Response shall contain the completed form entitled, "Vendor Certification Form" set forth on which is attached hereto and incorporated herein for all purposes.

SOLICITATION SCHEDULE AND RELATED INFORMATION

Estimated Schedule

Pre-Proposal Conference. N/A

Milestone Dates. Milestone Dates are estimated for planning purposes only and are subject to change.

District Solicitation Contact

Contact between Respondents and the District, other than in the manner described and set forth in this Section I.C.2, during the Solicitation Response submission period or evaluation period is prohibited. Any attempt by a Respondent to engage in prohibited contact with the District or the Solicitation Contact may result in disqualification of its Solicitation Response.

The Solicitation Contact is:

Kerron Haywood, Sourcing & Contracts Specialist

Supply Chain Department

JPS Health Network

JPS Purchasing Office

1500 S. Main Street

Fort Worth, TX 76104

Email:

District's Solicitation website link:

Solicitation Response submission website link:

BUSINESS REQUIREMENTS

INTRODUCTION

The district is requesting proposals from qualified vendors to provide Cooling Tower & Chiller Replacement options of two (2) EVAPCO Cooling Towers - Model Rep 217-111 and remove and replace the existing 125-ton centrifugal chillers located at JPOC 1400 (1400 South Main Street, Fort Worth, TX 76104).

BACKGROUND

The Tarrant County Hospital District, known as ("District"), is a tax-supported organization serving the healthcare needs of families across Tarrant County. JPS provides adult inpatient care at John Peter Smith Hospital, a facility licensed for 582 beds and located in Fort Worth, Texas. JPS has served as a Level I Trauma Center for Tarrant County for over a decade and is currently the largest training institution in Fort Worth.

The health network offers comprehensive services including primary care, specialty care, and pharmacy at more than 25 community locations. JPS is dedicated to providing a full continuum of behavioral health services, including inpatient services at Trinity Springs Pavilion, emergency behavioral health services at our Psychiatric Emergency Center, outpatient services at our JPS clinics, and mental health services for children and adolescents through programs like .

JPS is governed by an eleven (11) member Board of Managers, whose members are appointed by the Tarrant County Commissioners Court.

PROJECT SCOPE #1: Cooling Tower Replacement

JPS is requesting the replacement of the two EVAPCO cooling towers located at the JPOC 1400 Building (located at 1400 South Main Street, Fort Worth, TX 76104). This proposal includes complete tower replacement with new fill and fill supports, galvanized panels, spray piping supports, shaft kits, basin heaters, control sensors, fill valves, BAS, drift eliminators, motors, bearings, pulleys, belts, platforms and ladders, VFDs, and insulation for all associated piping back to the building. Cooling Tower Fan Direct Drive add alternate is required.

MINIMUM REQUIREMENTS

The contractor shall provide all labor, materials, equipment, and supervision necessary to complete the following scope of work for the cooling tower refurbishment:

1. Lockout/Tagout and Shutdown Coordination

* Perform lockout/tagout of all fan motors and electrical equipment.

* Coordinate with others for the shutdown of condenser water pumps, fans, and/or chillers, as required.

2. Fan Section Removal

* Set up the crane and remove the fan section for temporary on-site storage.

* All crane operations shall be conducted after hours.

3. Demolition and Disposal

* Remove and properly dispose of the existing filling material, drift eliminators from both cells, and any other parts being replaced.

4. Structural Components

* Furnish and install new galvanized steel end and side panels for the fill sections in both cells.

* Furnish and install new fill supports and top internal supports for distribution piping.

5. Spray System

* Furnish and install new spray manifold boxes on both cells.

* Install new spray piping.

6. Fill and Drift Eliminators

* Furnish and install new PVC fill material and top PVC drift eliminators in both cells.

7. Mechanical Components

* Furnish and install two (2) new shaft kits, including shafts, bearings, pulleys, VFDs and motors.

* Install new fan blades and furnish new fan belts.

* Provide and install direct drive or gear drive.

8. Basin and Controls

* Furnish and install two (2) new VFDs and integrated into Climatic controls BAS.

* Furnish and install two (2) new basin heaters with control sensors.

* Furnish and install two (2) new float valve assemblies.

* Furnish and install (2) ladders with platforms on all sides of cooling towers.

9.Startup, Testing, and Commissioning

* Coordinate with the manufacturer's authorized representative for factory startup and testing.

* Perform operational verification, system balancing, and commissioning to confirm performance per design specifications.

* Provide on-site training for JPS operations and maintenance staff upon project completion.

* Deliver all as-built drawings, O&M manuals, warranties, and startup reports to JPS Facilities at turnover.

10.Contractor Deliverables

* Lift plan and rigging plan for equipment removal and installation.

* Safety plan and ICRA documentation.

* Commissioning plan and startup checklist.

* As-built drawings (mechanical, electrical, and controls).

* O&M manuals and manufacturer warranty documentation.

* Training session for JPS maintenance staff.

11. Warranty

* Provide two (2) year parts and labor warranty covering all materials and workmanship.

PROJECT SCOPE #2: Chiller Replacement

The purpose of this project is to remove and replace the existing 185-ton centrifugal chillers (Chiller #1 and #2) located at JPOC 1400 (1400 South Main Street, Fort Worth, TX 76104). The new chillers will serve critical healthcare areas and are intended to improve system reliability, energy efficiency, and serviceability.

All work must be performed in accordance with healthcare facility construction standards, ASHRAE guidelines, local mechanical and electrical codes, and manufacturer installation requirements.

Work shall be executed with minimal disruption to ongoing healthcare operations and coordinated closely with JPS Facilities staff.

MINIMUM REQUIREMENTS

General Requirements

* Contractor shall visit the site prior to bid submission to verify existing conditions.

* All work shall comply with OSHA safety standards, infection control risk assessment (ICRA) requirements, and the facility's hot work, lockout/tagout, and shutdown procedures.

* Contractor is responsible for obtaining all necessary permits, inspections, and approvals.

* Any power, water, or HVAC shutdowns must be coordinated and approved in advance by JPS Facilities.

* Contractor shall provide detailed lift plans, rigging diagrams, and safety plans for all crane activities.

* All materials and workmanship shall be in accordance with the latest industry standards and manufacturer recommendations.

* Contractor shall maintain a clean, organized, and safe job site throughout the duration of the project.

Scope of Work

A. Demolition and Removal

* Isolate and lock out all utilities serving the existing chillers.

* Remove all electrical, chilled water (CHW), and condenser water (CW) piping back to the first set of isolation valves.

* Safely prepare, disconnect, and remove the existing (2) 185-ton centrifugal chiller using approved lifting and rigging methods, coordinated with JPS Facilities.

* Remove and dispose of all demolished materials in accordance with local environmental regulations.

B. Installation of New (2) Chillers

* Furnish and install (2) new high-efficiency centrifugal chiller (Trane or York, Carrier, Daikin or Equivalent) of equal or greater capacity.

* Rig and set the new chillers in the designated penthouse mechanical area per manufacturer guidelines.

* Fabricate and install new CHW and CW piping from the new chiller to the existing isolation valves, including all required fittings, supports, and anchors.

* Replace existing isolation control valves.

* Replace and reconnect and reconfigure existing electrical power, including conduit, wiring, and disconnects, as required for the new equipment.

* Replace and connect and reconfigure refrigerant relief piping to the new chillers per code.

* Provide new pipe and insulation on all new piping and replace existing insulation.

* Provide new louver on penthouse wall.

* Provide new air intake hood on exterior of the penthouse.

* Restore any disturbed walls, floors, or penetrations to pre installation conditions, including firestopping with STI products and finishes.

C. Controls and BAS Integration

* Coordinate with CLIMATEC to integrate the new chillers into the existing Building Automation System (BAS).

* Verify all control points, alarms, and sequences of operation during startup and commissioning.

D. Startup, Testing, and Commissioning

* Coordinate with the manufacturer's authorized representative for factory startup and testing.

* Perform operational verification, system balancing, and commissioning to confirm performance per design specifications.

* Provide on-site training for JPS operations and maintenance staff upon project completion.

* Deliver all as-built drawings, O&M manuals, warranties, and startup reports to JPS Facilities at turnover.

________________________________________

E. Work Schedule and Logistics

* All crane, rigging, and lifting operations shall occur on weekend days or as scheduled with JPS Facilities to minimize impact to operations.

* Contractor shall coordinate delivery routes, staging areas, and temporary closures with JPS and Security.

* Work hours and access restrictions shall comply with facility requirements.

* Temporary barriers, signage, and protection shall be provided to ensure safe pedestrian and staff access around the work area.

________________________________________

F. Contractor Deliverables

* Lift plan and rigging plan for equipment removal and installation.

* Safety plan and ICRA documentation.

* Commissioning plan and startup checklist.

* As-built drawings (mechanical, electrical, and controls).

* O&M manuals and manufacturer warranty documentation.

* Training session for JPS maintenance staff.

________________________________________

G. Preferred Equipment

* Manufacturer: Trane or York or Equivalent.

* Type: High-efficiency centrifugal chiller.

* Capacity: 125 tons (nominal).

PRICE QUOTES

Price quotes shall remain firm during Solicitation evaluation and for an additional 120 days after recommendation for award. Pricing must remain fixed for the initial term of the agreement. Respondents must include all costs associated with use of the items. Any costs not included in the Solicitation response cannot be charged to the District. Respondents may propose pricing increases for the optional renewal terms with set caps (e.g., no more than 1% to 3% annually). Use the spreadsheet attached as to this Solicitation to provide line-item pricing in your Response.

Respondents are asked to bid on all Products they are able to provide. The district anticipates awarding contracts to multiple vendors in order to obtain pricing for all needed products. Respondents do not need to be able to provide all requested Products in order to bid.

There will be no guarantee of market share, however all potential offers will be considered. Respondents should consider existing GPO agreements (if any) as a minimum bid. Items will be benchmarked against the national benchmarks.

Respondents are also asked to bid on, or include a set price (e.g., percentage discount off list price) for, all products in the Respondent's catalog for this product category. We strongly encourage all Respondents to bid their entire catalog for this category of products so that items not specifically listed in the Solicitation can be added later if appropriate, without the need to issue another Solicitation.

EQUIVALENT OR APPROVED EQUAL

Whenever a product is defined by describing a proprietary product, or by using the name/model of a manufacturer or vendor, the term "or other units considered to be equivalent", if not inserted, shall be implied. The specific product described shall be understood as indicating the type, function, and minimum standard of design, efficiency, and quality desired and shall not be construed in such a manner as to exclude products of comparable quality, design, and efficiency.

The references to brand names and/or numbers are intended to be descriptive, and not restrictive, unless otherwise specified. If the specific product cannot be supplied, equivalent items meeting the standards of quality specified shall be considered. The determination of equivalent or approved equal is at the sole discretion of the District.

CONTRACT TERM

The proposed term of the contract is one (1) year. The contract will be subject to cancellation by the District for any reason, at any time, and without penalty of any kind upon furnishing thirty (30) days' advance written notification to vendor. At the end of the term, the District reserves the right to extend the contract for up to 180 days to provide an opportunity to bring a new contract into place with another vendor.

SELECTION AND EVALUATION PROCESS

Selection Process The Solicitation Contact shall designate an evaluation committee ("Evaluation Committee") which will be composed of employees from the district. The district reserves the right to add, delete or substitute members of the Evaluation Committee as it deems necessary. The Evaluation Committee will narrow the field of submitted Solicitation responses to those which best meet the requirements of this Solicitation, and which best meet the complete needs of the district. Each such Solicitation Response will then be evaluated according to the criteria set forth herein.

Evaluation Criteria Specific to This Solicitation The Evaluation Committee will conduct a comprehensive, fair, and impartial evaluation of all proposals received in response to this Solicitation. The evaluation of Solicitation Responses will involve scoring each Solicitation Response in the areas listed and set forth below in Section J (Evaluation Factors). The district's evaluation of the Solicitation Responses will be based upon each Respondent's response to the evaluation factors stated in this Solicitation. Any Respondent's failure to provide complete and full responses to the requested information may lead to disqualification of such Solicitation Response.

EVALUATION FACTORS

In determining how to award a contract or contracts in conjunction with the Solicitation, the District may consider the following:

Price

The reputation of the Respondent and of the Respondent's goods and/or services.

The extent to which the goods and/or services meet the District's needs.

Quality of Respondent's goods and/or services.

Historically Underutilized or Small Business Participation - the utilization of historically underutilized or small businesses.

SOLICITATION RESPONSE CONTENT

The overall Solicitation Response should not exceed 25 pages total, excluding exhibits. The District's security system will recognize most common filename extensions, including: .xlsx (Excel), .docx (Word), Adobe PDF, and image files including .jpg, .tiff, and .gif. Any message containing an unknown or prohibited file extension will be quarantined (e.g., .numbers, representative of Apple Numbers application).

Executive Summary

Provide a synopsis of the highlights of the proposal and overall benefits of the proposal to the District. This synopsis should not exceed two pages in length and should be easily understood.

Company Background

How the Proposed Solution Meets the District's Needs

Describe how the proposed solution meets the minimum requirements in above. Provide the information requested in above. Provide specification sheets for each product bid. Include service and warranty information.

Pricing

Use the spreadsheet in to list line item pricing for all products/services you can provide. Add lines as needed for additional products/services not already included.

References

Provide a minimum of three references. Can include specific types of references needed, if applicable; e.g., other Texas customers, other hospital systems, etc. Include name, telephone number, and email address. The District will contact the references provided to determine Respondent's performance record for products/services similar to that described in this request.

Historically Underutilized or Small Business Participation

Provide a discussion on how the Respondent intends to meet the District's goal of 25% HUB participation for the scope/specifications of this Solicitation. Discuss any HUB management partners the Respondent plans to team with to provide the scope/specifications. (Maximum 1 page)

The District strongly encourages the utilization of historically underutilized or small businesses.

A. Submit certificate if Respondent is a certified HUB (do not submit an expired certificate).

OR

B. Communication Outreach - Attach the written notification of the subcontracting opportunity and list of three agencies and /or organizations notified regarding the interest in HUB participation in this contract; and

C. Plan of Action - List the subcontractors selected for participation, their certification, and approximate dollar value of the work to be subcontracted and the expected percentage of the total contract amount.

Required Forms

a. : Signature Form

b. Exhibit C: Contract Terms (include an editable, unlocked/unsecured redline in track changes if proposing changes to Exhibit C, Contract Terms)

c. : Vendor Certification Form

d. Exhibit E: Not Used

e. : Good Faith Form

EVALUATION CRITERIA SCORE SHEET

Exhibit A

Price Sheet

RFP #20261378859 Cooling Tower & Chiller Replacement (JPOC 1400)

Respondents must include all costs associated with use of the solution. Any costs not included in the Solicitation Response cannot be charged to the District. Include the basis for your pricing model, e.g., the number of users/licenses, the number of locations, or another metric. Include all applicable costs including any assumptions on which the pricing is based.

Exhibit B

Signature Form

Respondent shall signify Respondent's acceptance of and compliance with the requirements, terms, and conditions of this Solicitation by signing in the signature space set forth below.

Respondent warrants that Respondent has examined and is familiar with this Solicitation and its terms and conditions. Respondent warrants that Respondent does not engage in scrutinized business operations in Sudan, Iran or with foreign terrorist organizations, does not engage in any prohibited boycott, and that Respondent does not appear (nor does any affiliate appear) on any .

Respondent warrants that it has the necessary experience, knowledge, abilities, skills, and resources to satisfactorily finance and complete the products and services in its Solicitation Response.

Respondent certifies that the individual signing this Solicitation Response is authorized to sign such documents on behalf of the Respondent entity and to bind Respondent and is authorized to bind the Respondent in this Solicitation Response.

RESPONDENT AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE DISTRICT AND ALL OF ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL CLAIMS, ACTIONS, SUITS, DEMANDS, PROCEEDINGS, COSTS, DAMAGES, AND LIABILITIES, ARISING OUT OF CONNECTED WITH, OR RESULTING FROM ANY ACTS OF OMISSIONS OF RESPONDENT OR ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF RESPONDENT IN THE EXECUTION OR PERFORMANCE OF ANY AGREEMENTS OR OTHER CONTRACTUAL ARRANGEMENTS WHICH MAY RESULT FROM THE SUBMISSION OF THE SOLICITATION RESPONSE AND/OR THE AWARD OF A CONTRACT THEREON BY THE DISTRICT.

Exhibit C

Contract

RFP #20261378859 Cooling Tower & Chiller Replacement (JPOC 1400)

Purchase Agreement

This agreement ("Agreement") is entered into ("Effective Date") by and between ("Vendor") and Tarrant County Hospital District d/b/a JPS Health Network ("Customer") according to the following terms and conditions. Vendor agrees to sell and deliver to Customer and Customer agrees to purchase the Products (defined below) for the purchase price and according to the terms and conditions set forth in this Agreement. In this Agreement, each of Vendor and Customer are a "party" and both of them collectively are the "parties".

RECITALS

A. Vendor has offered to provide Customer with the products and services which are particularly described on Exhibit A which is attached hereto and incorporated herein for all purposes.

B. Customer desires to purchase from Vendor and Vendor desires to sell Customer the Products according to the terms of this Agreement.

C. This Agreement is awarded to the Vendor pursuant to the District's Request for Proposal ("RFP") #[20261378859 for Cooling Tower & Chiller Replacement (JPOC 1400) , all of whose material terms and conditions, including without limitation the RFP Project Scope and Minimum Requirements and Vendor's response thereto are incorporated herein; provided, however, that in the event of conflict between the terms of the RFP, Vendor's Response, and this Agreement, the terms of this Agreement shall prevail.

Product and Purchase Price.

The word "Products" as used in this Agreement means and refers to all of the equipment ("Equipment") and other goods and services ("Goods and Services") that are described in the Quotation which is attached hereto as Exhibit A and incorporated herein for all purposes (the "Quotation").

The purchase price ("Price") for Products shall be as shown and set forth on the Quotation. Such Price assumes that Vendor delivers the Products to Customer timely and according to the provisions of the Quotation and this Agreement. Vendor shall deliver all the Products (including perform all services included in the Products and in this Agreement) free and clear of all liens, security interests, encumbrances and other claims and in good condition and working order as specified by the provisions of this Agreement and the Product specifications promulgated by the manufacturer or provider of the Products and in compliance with all laws and regulations applicable to such Products for the use intended by this Agreement. All Products shall be delivered to Customer with all licenses and other rights required to use and to operate the Products for their intended use. The Price includes the installation of the Equipment at the location specified on the face of Quotation. Unless otherwise indicated on the Quotation, the Price also includes transportation of the Products from Vendor to such location.

The Software License Terms set forth on Exhibit C which is attached hereto are incorporated herein for all purposes.

Term and Termination. Either party may terminate this Agreement for cause upon a material breach by the other party of its obligations hereunder, which breach is not cured within fifteen (15) days after the breaching party is given a Notice of Material Breach (defined below). A "Notice of Material Breach" means written notice that includes in all capital letters "NOTICE OF MATERIAL BREACH" and also includes: (i) specific details identifying the material breach; and, (ii) the notifying party's specific recommendations of actions to be (or if appropriate, not to be) taken by the other party in order for it to cure the breach. Customer shall have the right to terminate this Agreement without cause at any time prior to such end of the Term of the Agreement by giving Vendor thirty (30) days prior written notice of such termination (hereinafter referred to as "Early Termination"). In the event of Early Termination, Customer agrees that it will pay all amounts due and owing Vendor for all Products provided by Vendor up to and including the date of termination. Customer also shall reimburse Vendor for all expenses incurred by Vendor in the performance of its obligations hereunder and which are or would be due to Vendor if Early Termination had not occurred. Customer acknowledges and agrees that in the event of such Early Termination, Vendor will not provide or otherwise perform any unnecessary part of the Products nor will it incur any unreasonable expenses, but it will perform only those obligations and incur only those expenses necessary to fulfill its obligations under this Agreement. Nothing set forth herein shall limit the Customer's rights or remedies.

Shipping and Delivery Terms. All Products are F.O.B. at the delivery destination, freight prepaid and allowed and all maintenance and service to be provided by Vendor under this Agreement shall be rendered on site at the location of the Equipment on Customer's property, except as otherwise expressly provided in the Quotation. Title and risk of loss will pass to Customer upon delivery to the destination on Customer's property. All Products will be shipped to the address indicated on the Quotation. Vendor will exercise best efforts to cause the Products to be delivered on the shipping dates indicated on the Quotation, but such shipping dates are subject to revision by Vendor to adjust for production and delivery requirements beyond the reasonable control of Vendor. Delivery of Products for the purposes of this Agreement is deemed to have occurred on the date received by Customer at the point of delivery.

Payment Terms. Customer will make payment within thirty (30) days as required by Texas Government Code Section .

Equipment Installation Matters.

The Equipment will be installed during normal working hours. Installation services include (1) connecting the Equipment to safety switches and power outlets provided and installed by Customer prior to delivery of the Equipment and (2) testing the Equipment after installation to verify compliance with Vendor's published performance specifications. Installation will be considered complete for the purposes hereof upon Customer's first use of the Equipment or upon Vendor's verification that the Equipment substantially complies with Vendor's published performance specifications (Vendor's final invoice constituting confirmation of the same), whichever occurs first. For the purpose of commencement of any applicable warranty period, Vendor will maintain records reflecting the actual date installation is completed, and upon request Vendor will furnish Customer with written confirmation of such date.

The Price includes standard installation services only. Any additional time required or delay(s) experienced in installing the Equipment resulting from the condition or location of the premises, the condition or location of power supplies, outlets, switches, conduits, wiring, or circuits, delay(s) in completing site preparation, or any similar or dissimilar cause(s) will be at Customer's own expense. Any labor in excess of standard installation services and any overtime incurred by Vendor employees in respect of such additional time required or delay(s) experienced (as well as any extra labor or overtime work performed at the request of Customer) will be invoiced to and paid by Customer at then-prevailing Vendor demand service rates.

Customer is responsible for obtaining all Government approvals, if any, required for the purchase, installation, and use of the Equipment, including without limitation any certificate of need and zoning variances. Customer will complete all such activities diligently, will keep Vendor notified periodically of the results of its efforts, and upon request will provide Vendor with written confirmation of such approvals.

Vendor has not authorized any employee or agent to offer any site preparation or installation terms other than those appearing above. The provisions of this Section 5 may be superseded only by supplemental terms and conditions ("Construction Terms") under which Vendor agrees to design and construct facilities into which the Equipment is to be installed. In such event, the provisions of this section will be considered as supplemental to the Construction Terms, and to the extent of any conflict between the terms and conditions of this section and the Construction Terms, the Construction Terms will govern.

If installation (or commencement of installation) of the Equipment is delayed for reasons beyond the control of Vendor (including without limitation Customer's not having completed site preparation requirements stated in the previous section). Vendor may place the Equipment in storage (in Vendor's facility or in a warehouse) at Customer's expense. Storage charges will be billed to Customer monthly, and Customer will pay all such invoices upon receipt. Customer also will continue to make all progress payments which may become due under the terms and conditions of this Agreement during the period installation is deferred. If such delay lasts for a period of 60 days following delivery, Customer will pay Vendor one-half (1/2) of any balance due. If such delay continues beyond 180 days after delivery, Customer will pay Vendor the remaining balance due.

Patent Indemnity.

VENDOR AGREES TO, SHALL, INDEMNIFY HOLD CUSTOMER HARMLESS AGAINST ANY CLAIMS, DAMAGES, EXPENSES TO THE EXTENT THE SAME ARISE OUT OF OR ASSERTED AGAINST CUSTOMER ALLEGING THAT THE PRODUCT INFRINGES ANY UNITED STATES PATENT, TRADEMARK, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT OF A THIRD-PARTY, PROVIDED THAT (1) CUSTOMER GIVES VENDOR WRITTEN NOTICE WITHIN FIFTEEN (15) DAYS AFTER CUSTOMER'S ACTUAL KNOWLEDGE OF THE EXISTENCE THEREOF, OF ANY SUCH CLAIMS, DAMAGES, OR EXPENSES, (2) CUSTOMER AGREES TO COOPERATE REASONABLY WITH VENDOR AS REASONABLY NECESSARY TO DEFEND, SETTLE, REIMBURSE, OR AVOID ANY SUCH CLAIMS, DAMAGES EXPENSES, (3) THE EQUIPMENT AS OF THE ALLEGED DATE OF INFRINGEMENT WAS IN THE SAME FORM CONFIGURATION AS ORIGINALLY SUPPLIED BY VENDOR HAD NOT BEEN MODIFIED IN ANY WAY WITHOUT THE PRIOR WRITTEN CONSENT OF THE PRESIDENT OR ANY VICE PRESIDENT OF VENDOR.

Upon timely receipt of Customer's written notice, Vendor will assume the defense of any claims against Customer. Customer agrees to cooperate with Vendor in the defense or settlement of all such claims.

Vendor shall not be bound by the terms of any compromise or settlement agreement negotiated or concluded by Customer without the prior written consent of Vendor.

The terms of this Section 6 will not apply in the event of any sale or other transfer of the Equipment by Customer or to the extent of any use of the Equipment in combination with products or devices not furnished by Vendor.

Vendor has not authorized any employee or agent to offer any patent indemnity terms other than those appearing above.

General Indemnity.

EXCEPT TO THE EXTENT OF ANY OTHER INDEMNITIES EXPRESSLY PROVIDED ELSEWHERE IN THIS AGREEMENT WHICH SHALL TAKE PRECEDENCE CONTROL THIS INDEMNITY TO THE EXTENT OF THE MATTERS COVERED BY SUCH OTHER EXPRESSLY PROVIDED INDEMNITY(), VENDOR SHALL INDEMNIFY HOLD HARMLESS THE CUSTOMER, CUSTOMER'S MANAGERS, OFFICERS, AGENTS, EMPLOYEES, STAFF, REPRESENTATIVES, DIRECTORS (COLLECTIVELY, THE "CUSTOMER INDEMNITEES") FROM LOSSES (DEFINED BELOW) SHALL DEFEND THE CUSTOMER CUSTOMER INDEMNITEES AGAINST CLAIMS CAUSES OF ACTION OF THIRD PARTIES ARISING OUT OF OR RELATED TO ANY OF THE FOLLOWING, EXCEPT TO THE EXTENT CAUSED BY THE INTENTIONAL MISCONDUCT OF OR MISUSE OF THE PRODUCTS BY CUSTOMER OR ANY OF CUSTOMER INDEMNITEES OR A BREACH OF THIS AGREEMENT BY THE CUSTOMER: (1) A VIOLATION OF ANY FEDERAL, STATE, LOCAL OR FOREIGN LAW, RULE, REGULATION OR ORDER APPLICABLE TO VENDOR /OR ITS EMPLOYEES OR REPRESENTATIVES; (2) ANY VIOLATION OR BREACH BY VENDOR OF ITS REPRESENTATIONS WARRANTIES TO THE CUSTOMER IN THE AGREEMENT; OR, THE THAT ANY OF SUCH REPRESENTATIONS WARRANTIES CEASES TO BE TRUE DURING THE TERM; (3) THE FAILURE OF VENDOR TO OBTAIN, OR CAUSE TO BE OBTAINED, ANY REQUIRED LICENSES, PERMITS OR CONSENTS FOR THE CUSTOMER TO RECEIVE USE THE PRODUCTS, OR ANY COMPONENT THEREOF, TO THE FULL EXTENT PROVIDED IN THIS AGREEMENT, EXCLUDING ANY REQUIRED CONSENT THAT IS NOT OBTAINED DUE TO THE CUSTOMER'S FAILURE TO PAY FOR SAME; (4) PERSONAL INJURIES, DEATH OR DAMAGE TO TANGIBLE PERSONAL OR PROPERTY TO THE EXTENT CAUSED BY NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS OF VENDOR OR ANY VENDOR EMPLOYEE OR VENDOR REPRESENTATIVE. FOR PURPOSES OF THIS SECTION 7, THE WORD "LOSSES" MEANS ASSESSMENTS, LOSSES, DAMAGES, COSTS, EXPENSES, LIABILITIES, JUDGMENTS, AWARDS, FINES, SANCTIONS, PENALTIES, CHARGES, AMOUNTS RESULTING FROM, OR AGREED TO BE PAID IN SETTLEMENT OF, ANY THIRD-PARTY CLAIM OR ALLEGATION INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEY OTHER LEGAL FEES COSTS EXPENSES OF INVESTIGATING OR DEFENDING AGAINST SUCH CLAIM OR ALLEGATION.

Upon timely receipt of Customer's written notice, Vendor will assume the defense of any claims against Customer. Customer agrees to cooperate with Vendor in the defense or settlement of all such claims.

Vendor shall not be bound by the terms of any compromise or settlement agreement negotiated or concluded by Customer without the prior written consent of Vendor.

The terms of this Section 7 will not apply in the event of any sale or other transfer of the Equipment by Customer or to the extent of any use of the Equipment in combination with products or devices not furnished by Vendor.

Vendor has not authorized any employee or agent to offer any general indemnity terms other than those appearing in this Agreement.

Software and License. All software provided by the Vendor as a part of, with, or for use in connection with a Product (collectively, "Product Software") is and shall remain the sole property of Vendor. No license or other right is granted to Customer or to any other party except as specifically set forth in this Agreement on Exhibit C, and Vendor has not authorized any employee or agent to grant any licenses or other rights with respect to or under any patent application, patent, copyright, trademark, trade secret, or proprietary right of Vendor or any of Vendor's suppliers.

Software Intellectual Property Rights. The Vendor grants Customer a perpetual, nontransferable and nonexclusive license to install and use the Product Software (if any), including firmware and Product Software documentation included in or with the Products, in machine readable executable object code on the equipment for which it was designated by the Vendor in accord with the Product Software's documentation. This grant includes a license to use such documentation. Customer shall not take any action in violation of the Vendor's or third-party author's copyright or other intellectual property rights in the Products; provided, however, that nothing in this sentence shall limit Customer's right to use, or Vendor's obligation to deliver, the Products for their intended purposes as contemplated by this Agreement.

Customer Reporting. Customer agrees to properly report and disclose any discounts or other price reductions (collectively referred to herein as "discounts") granted by the Vendor to Customer on the purchase of Products, to the extent required by applicable state or federal law. When applicable, any discounts granted by Vendor to Customer are intended to reflect discounts or other reductions in price within the meaning set forth in the Social Security Act of 1935, as amended, (42 U.S.C. 1320a-7b(b)(3)(A)) and the regulations promulgated thereunder, and may reflect a bundled discount pricing arrangement. With regard to any bundled discount pricing arrangement, Vendor will, where appropriate, timely provide Customer (either herein or by separate statement) further detail pertaining to such discounts and the allocation of total net purchase dollars for equipment, service and products, as applicable. Customer may have an obligation to report such discounts to any state or federal program that provides reimbursement to the Customer for the items to which the discount applies, and, if so, Customer will fully and accurately report such discounts. Further, Customer will retain invoices and other price documentation and will make them available to federal or state officials when requested in accordance with applicable law.

Confidentiality. Subject to the requirements of the limitations stated in Section 20 below, each party agrees to keep the other party's proprietary information, including all information relating to any Product Software, confidential and not to use such proprietary information except as necessary to perform under this Agreement. Upon cancellation of this Agreement or return of the Products, each party will return to the other party all such proprietary information. All information relating to patients and employees of Customer is confidential.

Liability. NEITHER PARTY, NOR ANY THIRD-PARTY AUTHOR OF PRODUCT SOFTWARE, SHALL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT OR IN CONNECTION WITH THE USE OF THE PRODUCTS.

Warranties. Except as to extended warranties expressly reflected on the Quotation and purchased by Customer, Vendor provides no specific express warranties with respect to the Products. The only express warranties applicable to the Products are those expressly set forth in Exhibit B attached hereto and incorporated herein and the extended warranties expressly reflected on the Quotation and purchased by Customer. No other express warranties are offered by Vendor with respect to the Equipment, and Vendor has not authorized any employee or agent to offer any warranties except those referenced above. SUCH WARRANTIES REFERENCED IN THIS SECTION EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, IN LIEU OF ANY OTHER OBLIGATIONS OR LIABILITY ON THE PART OF VENDOR. VENDOR NEITHER ASSUMES ( AUTHORIZED ANY PERSON TO ASSUME FOR IT) ANY OTHER WARRANTY OR LIABILITY IN CONNECTION WITH THE EQUIPMENT.

Products Installation and Training. The Vendor shall provide installation and training services in accordance with and to the extent of the Vendor's then current installation and training policies applicable to the Products.

Return Goods and Restocking Charges. Except for return of defective or incorrectly shipped Products and other products purchased by Customer from Vendor, return of Products will be in accordance with the policies of Vendor applicable to similar Products sold to its other customers in general or otherwise must be approved in writing by the Vendor prior to return and must take place within twelve months of shipment. Return of defective or incorrectly shipped Products and other products purchased by Customer may be returned by Customer and replaced immediately by Vendor at no charge to Customer.

Recalls. Vendor shall reimburse Customer for any reasonable costs associated with any Product corrective action, withdrawal, or recall requested by Vendor or required by any governmental entity including all reasonable costs in excess of the prices listed in Exhibit A. In the event a Product recall or a court action impacting supply occurs, Vendor shall notify Customer in writing within 24 hours of any such recall or action. Vendor shall be responsible for carrying out and complying with all requirements under any such corrective action, withdrawal, or recall with respect to any Products in Customer's possession. Vendor shall coordinate with Customer the retrieval, destruction, and/or other required action with respect to such Products, and Customer will reasonably cooperate with Vendor to allow Vendor appropriate access to carry out such required actions. Vendor's obligations under this paragraph shall survive the expiration or earlier termination of this Agreement.

Export Controls. Products and Product Software reflected in this Agreement are sold or licensed to Customer subject to the U.S. export control laws and regulations (the "Export Control Laws"). Customer shall not export Products or Product Software in contravention of such Export Control Laws.

Budgetary and Other Limitations.

Vendor acknowledges and agrees that Customer is a governmental entity and, as such, is subject to an annual budgetary process and the limitation and restrictions of fiscal funding. Notwithstanding any other provision herein, if and to the extent the obligations of this Agreement, either in its initial Term or in any automatically or otherwise renewed Term, should continue over into the Customer's subsequent fiscal years following that fiscal year when this Agreement was executed and funds are not appropriated or budgeted for this Agreement and completion of the Term in question, the Customer may terminate this Agreement without penalty and shall have no further obligation or liabilities hereunder. However, if the Agreement is terminated pursuant to the terms above, Customer agrees to pay for fees and charges incurred as of the termination date.

Vendor further acknowledges and agrees that there exist constitutional and statutory limitations ("Limitations") on Customer as a governmental entity respecting certain terms and conditions that may be part of this Agreement, including, but not limited to, (i) terms and conditions relating to liens on Customer's property, (ii) disclaimers and limitations of warranties, (iii) disclaimers and limitations of liability for damages, (iv) waivers, disclaimers and limitations of legal rights, remedies, requirements and processes, (v) limitations of periods to bring legal action, (vi) granting control of litigation or settlement to another party, (vii) liability for acts or omissions of third parties, (viii) payment of attorneys' fees, (ix) dispute resolution, (x) indemnities, and (xi) confidentiality, and any such terms and conditions related to the Limitations shall not be binding on Customer except to the extent authorized by the laws and constitution of the state of Texas.

Tax Exemption. Customer is a tax-exempt organization pursuant to Ch. 151 of the Texas Sales, Excise, and Use Tax Code and Section 501(c)(3) of the Internal Revenue Code, and is not responsible for payment of any amounts accountable or equal to any federal, state or local sales, use, excise, personal property, or other taxes levied on any transaction or article provided for by this Agreement. Customer will provide evidence of its tax-exempt status to Vendor upon request.

Texas Public Information Act. Customer advises Vendor that Customer is a governmental body under Chapter 552 of the Texas Government Code and that certain information that is collected, assembled, or maintained in connection with the transaction of official business by a governmental body is considered public information potentially subject to disclosure pursuant to a valid Texas Public Information Act ("TPIA") request. Vendor's trade secrets, certain financial information, and proprietary information may be subject to an exception to disclosure under Chapter 552 of the Texas Government Code, Subchapter C. If a TPIA request is made on Customer to disclose Vendor information that may be subject to an exception from disclosure, Customer will (i) promptly notify Vendor of such request for disclosure, and (ii) decline to release such information and file a written request with the Texas Attorney General's office seeking a determination as to whether such information may be withheld.

Chapters 2271, 2252, 2274, and 2276 Texas Government Code Verification.

Boycott of Israel Prohibited. In compliance with Section et seq. of the Texas Government Code, Vendor verifies that neither it nor any of its affiliates currently boycott Israel and neither it nor any of its affiliates will boycott Israel during the term of this Agreement. "Boycott Israel" is defined in Section of the Texas Government Code.

Scrutinized Business Operations Prohibited. In compliance with Section et seq. of the Texas Government Code, Vendor warrants and represents that: (1) neither Vendor nor any of its affiliates engages in scrutinized business operations in Sudan; (2) neither Vendor nor any of its affiliates engages in scrutinized business operations in Iran; and (3) neither Vendor nor any of its affiliates engages in scrutinized business operations with designated foreign terrorist organizations. "Scrutinized business operations in Sudan" is defined in Section of the Texas Government Code. "Scrutinized business operations in Iran" is defined in Section of the Texas Government Code. "Scrutinized business operations with designated foreign terrorist organizations" is defined in Section of the Texas Government Code. Vendor further represents and warrants that neither Vendor nor any of its affiliates appears on any of the Texas Comptroller's .

Discrimination Against Firearm Entities or Firearm Trade Associations Prohibited. In compliance with Section of the Texas Government Code, Vendor verifies that neither it nor any of its affiliates have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and neither it nor any of its affiliates will discriminate during the term of the Agreement against a firearm entity or firearm trade association. "Discriminate against a firearm entity or firearm trade association" is defined in Section .

Boycott of Certain Energy Companies Prohibited. In compliance with Section of the Texas Government Code, Vendor verifies that neither it nor any of its affiliates currently boycott energy companies and neither it nor any of its affiliates will boycott energy companies during the term of this Agreement. "Boycott energy company" is defined in Section of the Texas Government Code.

General Product Requirements. In general, Vendor will provide Customer with all necessary network cabling and network components (hubs, wall plates, connecters) for the installation and operation of the Equipment Customer will be responsible for pulling cable, mounting wall mounts and providing adequate electrical power.

Exclusion and Ethics.

Vendor agrees that it will immediately report in writing to the Customer in the event, if ever, Vendor, including any of its officers, directors, employees, contractors or agents, becomes a target of any criminal investigation or any investigation that could result in debarment or exclusion Vendor or such other person from federally or state funded healthcare programs.

Vendor warrants and represents to Customer that Vendor has never been:

convicted of a criminal offense;

listed by a federal agency as debarred, excluded or otherwise ineligible for federal plan participation;

sanctioned by any federal or state law enforcement, regulatory or licensing agency; or,

excluded from any state or federal healthcare program.

Vendor further warrants and represents to the Customer that neither Vendor, nor any of Vendor's officers, directors, members, partners, shareholders (excluding shareholders, members and limited partners that own less than 5% of the combined voting power of Vendor), employees, contractors or agents:

is currently under criminal investigation or any investigation that could result in debarment or exclusion from federally or state funded healthcare programs; or

has ever been:

convicted of a criminal offense that is a felony or a misdemeanor of moral turpitude;

listed by a federal agency as debarred, excluded or otherwise ineligible for Federal plan participation;

sanctioned by any federal or state law enforcement, regulatory or licensing agency; or,

excluded from any state or federal healthcare program.

In the event that any of the foregoing representations in this Section 23(b) or (c) ceases to be true, Vendor will immediately report same in writing to the Customer.

Upon receipt of any report required by Vendor hereunder or in the event of a failure to report by Vendor, the Customer may without penalty terminate this Agreement and other than the payment of any amounts due and owing through the date of termination, the Customer shall have no further obligations or liabilities hereunder.

HIPAA. The parties acknowledge the existence of applicable legal requirements pursuant to the Health Insurance Portability and Accountability Act ("HIPAA") and the Health Information Technology for Economic and Clinical Health Act of 2009 ("HITECH Act"). Attached to and incorporated in this Agreement as Exhibit D is Customer's standard Business Associate Agreement ("BAA"). Vendor acknowledges that for all purposes under the BAA and this Agreement, the Customer is a "Covered Entity" and Vendor is a "Business Associate". Furthermore, Vendor agrees to comply with and satisfy all of the terms and conditions of the BAA applicable to a Business Associate. Any violation of or failure to satisfy the terms and conditions of the BAA shall be a breach of this Agreement. Vendor agrees that it will negotiate in good faith an amendment to this Agreement if, and to the extent required by, the provisions of HIPAA and regulations promulgated thereunder, in order to assure that this Agreement is consistent therewith.

Prohibition on Use of Name and Logo. Vendor agrees that it will not, without the prior written consent of Customer, use the names, logos, symbols, trademarks or service marks of the Customer, including but not limited to those associated with JPS Health Network, for any purposes or uses (expressly including but not limited to for Vendor's advertising, promotion or other marketing) other than those reasonably related to performing and completing the obligations under this Agreement. This section titled "Prohibition on Use of Name and Logo" shall survive the termination or expiration of this Agreement.

Insurance. During the term of this Agreement, Vendor will maintain commercial general liability, property, and products liability insurance for the Products provided and the obligations performed under the Agreement in the minimum amount of $1,000,000.00 per person/$3,000,000.00 per occurrence. Furthermore, upon the execution of this Agreement and upon request any time thereafter, Vendor will furnish a then current certified certificate(s) of insurance.

Termination Right. In the event of a change-in-control (defined below), Customer may without penalty terminate this Agreement and other than the payment of any amounts due and owing through the date of termination, the Customer shall have no further obligations or liabilities hereunder. A "change-in-control" means that (a) there occurs a reorganization, merger, consolidation or other corporate transaction involving Vendor (a "Transaction"), in each case with respect to which the owners of Vendor immediately prior to such Transaction do not, immediately after the Transaction, own more than 50% of the combined voting power of Vendor or any other entity resulting from such Transaction; or, (b) all or substantially all of the assets of Vendor are sold, liquidated or distributed.

Change in Product Identification/Catalog Numbers/Lawson Numbers. In the event of a Products catalog renumbering, changes in Products description or name, changes in Lawson numbers, or other Products identification changes (collectively, "Products ID Changes"), Vendor shall provide Customer with at least sixty (60) days prior written notice of any such Products ID Changes ("Products Notice"). The Products Notice shall, at a minimum, include itemized cross-referencing of Products ID Changes to the current Products ID in sufficient detail to allow Customer to make all appropriate system adjustments for inventory tracking and use of the Products.

Compliance with Laws. In providing the services required by this Agreement, Vendor must observe and comply with all applicable federal, state, and local statutes, ordinances, rules, and regulations, including, without limitation, workers' compensation laws, minimum and maximum salary and wage statutes and regulations, and non-discrimination laws and regulations. Vendor shall be responsible for ensuring its compliance with any laws and regulations applicable to its business, including maintaining any necessary licenses and permits.

Conflicting Provisions. To the extent there is any conflict between the terms of the Agreement and the terms of the Quotation and any other documents either attached to this Agreement as exhibits or any other identified in writing by Vendor and Customer as a part of the Agreement documents, the terms of this Agreement are controlling.

Governing Law; Jurisdiction. This agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, USA, without reference to its laws relating to conflicts of law. Any legal action arising out of or relating to the sale of Products shall be brought only in the state or federal courts located in Tarrant County, Texas, and the parties irrevocably consent to the jurisdiction and venue of such courts.

Binding Agreement. The parties hereto warrant and represent that upon execution hereof, this Agreement shall be a legal, valid and binding obligation on them and shall be enforceable against them in accordance with its terms. The individuals signing this Agreement warrant and represent that they are duly authorized to sign this Agreement on behalf of the parties hereto.

Waiver. The failure to comply with or to enforce any term, provision, or condition of this Agreement, whether by conduct or otherwise, shall not constitute or be deemed a waiver of any other provision hereof; nor shall such failure to comply with or to enforce any term, provision, or condition hereof constitute or be deemed a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

Parties Affected. Nothing in this Agreement, whether express or implied, is intended to confer upon any individual or entity, other than the parties hereto (and their respective heirs, representatives, successors, and permitted assigns), any rights or remedies hereunder or otherwise. Nothing in this Agreement is intended to relieve or discharge any liability of any party hereto or any third party. No provision in this Agreement shall give any individual or entity any right of subrogation against any party hereto.

Notices. All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when received by the party to whom directed; (b) when sent by fax transmission to the following fax numbers or (solely with respect to Vendor) by email to the following email addresses; or (c) when deposited in the United States mail when sent by certified or registered mail, return receipt requested, postage prepaid to the following addresses (or at such other addresses or fax numbers as shall be given in writing by either party to the other):

If to the District: Tarrant County Hospital District

Attn: Legal Department

1500 S Main St.

Fort Worth, TX 76104

Telephone: (817) 927-1234

Fax: (817) 924-1207

If to Vendor: [Vendor]

Attn:

[address]

[address]

Telephone:

Fax:

Email:

Severability. Should any part, term, or provision of this Agreement be declared to be invalid, void, or unenforceable, all remaining parts, terms, and provisions hereof shall remain in full force and effect, and shall in no way be invalidated, impaired, or affected thereby.

Assignment. No party to this Agreement may assign this Agreement without the prior written consent of the other party.

Subject Headings. The subject headings of the sections, paragraphs, and subparagraphs of this Agreement are included herein solely for the purposes of convenience and reference, and shall not be deemed to explain, modify, limit, amplify, or aid in the meaning, construction, or interpretation of any of the provisions of this Agreement.

Relationship of the Parties. None of the provisions of this Agreement are intended to create, and none shall be deemed or construed to create, any relationship between the parties, other than that of independent contractors. This Agreement shall not create the relationship of employer-employee, agency, partnership, or joint venture. Neither party shall have the right or power in any manner to unilaterally obligate the other to any third party, whether or not related to the purpose of this Agreement.

Entire Agreement; Amendment. This Agreement contains the entire agreement between the parties relating to the rights herein granted and the obligations herein assumed, and supersedes all prior written or oral agreements or communications between the parties. No supplement, modification, purchase order or amendment of any term, provision, or condition of this Agreement shall be binding or enforceable on either party hereto unless in writing signed by both parties.

Force Majeure. Neither party shall be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of service resulting, directly or indirectly, from acts of God, civil or military authority, labor disputes, shortages of suitable parts, or any similar cause beyond the reasonable control of the parties.

Electronic Signatures; Facsimile and Scanned Copies; Duplicate Originals; Counterparts; Admissibility of Copies. Each party agrees that: (i) any electronic signature (if any), whether digital or encrypted, to this Agreement made by any party is intended to authenticate this Agreement and shall have the same force and effect as an original manual signature; and (ii) any signature to this Agreement by any party transmitted by facsimile or by electronic mail shall be valid and effective to bind that party so signing with the same force and effect as an original manual signature. Delivery of a copy of this Agreement or any other document contemplated hereby bearing an original or electronic signature by facsimile or electronic transmission, will have the same effect as physical delivery of the paper document bearing an original or electronic signature. This Agreement may be executed in multiple duplicate originals and all such duplicate originals shall be deemed to constitute one and the same instrument. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall be deemed to constitute a single instrument. The parties agree that a true and correct copy of the original of this Agreement shall be admissible in a court of law in lieu of the original Agreement for all purposes of enforcement hereof.

VENDOR: CUSTOMER:

Tarrant County Hospital District

d/b/a JPS Health Network

By: By:

Name: Name:

Title: Title:

Address: Address:

Date: Date:

Purchase Agreement - Equipment and Service (w Installation) 090123.docx

EXHIBIT A

EXHIBIT B

PRODUCT WARRANTY

EQUIPMENT

Exhibit D

Vendor Certification Form

RFP #20261378859 Cooling Tower & Chiller Replacement (JPOC 1400)

INCLUDE THE FOLLOWING:

Copy of certificate(s) (State of Texas, North Central Texas Regional Certification Agency (NCTRCA), Historically Underutilized Businesses (HUB), or any agency confirming your business as being a historically underutilized or small business enterprise.

signature: ________________________________________ Title: ______________

Print Name: __________________________________________ Date: ____________

Exhibit F

Good Faith Form

Respondents: Please complete the following questions as applicable to your organization:

[rest of page left intentionally blank, continue below]

Exhibit F

Good Faith Form

Are you a historically underutilized or small business (HUB)?

If yes, please attach your updated certification form (Stop Here)

If no, please continue to #2 below

List all participating HUB agencies/organizations contacted regarding subcontracting and/or partnership opportunities for this contract. (Insert additional rows as needed.)

If no HUB participation is listed above, have you checked the JPS Vendor portal at ? The vendor portal is a directory of certified HUB businesses Ex: Support services to participate under the contract

If you searched the vendor portal, list HUB company name(s) and contact information below

If you are not a HUB and do not have a HUB subcontractor, please provide a statement regarding steps that your company has taken to demonstrate your commitment to Supplier Diversity:

(insert additional rows as needed)

Please provide an explanation as to how you plan to identify HUB participation on this contract: (insert additional rows as needed)

Did you complete, sign, and submit all required forms?

If not, your Proposal will be rejected

*Please ensure this RFP# is included in the "Bidding Opportunity Num" field of the RFP Response Form, as well as in the file name(s) of each uploaded file.*