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HomeMy WebLinkAboutContract 45157 ("NTY SECMAW CONMCT PROFESSIONAL SERVICES AGREEMENT NOW t`hi's PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the I 'I'r'y OF FORT WORTH (the "City"), a home rule municipal corporation of the State of Texas acting by and through its duly authorized Assistant City Manager, and I O:NVER'INT TECHNOLOGIES ITC ("Consultant"), a Delaware limited liability company, acting by and t .rough is duly authorized Vice President. AGREEMENT DOCUMENTS. The Agreement documents shall consist of the ;bellowing,documents. 1. This Professional Services Agreement 2. Exhibit A Statement of Work. 3. Exhibit B—Milestone Acceptance Form 4. Exhibit C - Network Access Agreement 5. Exhibit Certificate of Incumbency All Exhibits attached hereto are incorporated herein and made a part of this agreement for all purposes. In the event of any conflict between the listed documents, the terms and conditions of this Professional Services Agreement shall control. 11 SCOFF OF RV CE . Consultant will, throughout the term of this Agreement, provide the pity with (1) software licenses for the City's Milestone software, ii) annual software support, and (i.11) database management services. In addition, Consultant will, with good faith and due diligence, assist the City in iv upgrading the Milestone server to a new hardware platfo - v migrating the existing Milestone installation to the new platform, vi opening; an outside tunnel to allow the City to grant authorized users, such as federal agents and state and Deal task force officers limited access to, specific portions of the Milestone video system and data, and (vii) setting up the moil ile Milestone Application. These specifically listed actions and objectives are referred to herein as the "Services" and described in moire detail in the Scope of Work, which is attached as Exhibit A" d incorporated herein for all purposes as though it were set forth at length. In addition to the specifically listed Services, the Consultant will offer City additional assistance with 'the Milestone system "Additional Assistance'') on an as needed basis in accordance with Exhibit"A." Consultant shall perform all Services and Additional Assistance in accordance with standards in the industry for the sane or similar services. In addition, Consultant shall provide Services and. Additional Assistance 'n accordance with all applicable federal, state, and teal laws, rules, and regulations. 2 TERM. This greernent shall commence upon N � � l� "l l�fective Date" and shall expire on NLVkq"� 7 : � ' 2016, unless terminated earlier in accordance with the � IT provisions of this Agreement. OFFICIAL I TJ FT. WORTH9 TX i E G Q� IIr i ��mm^v�W VE I��µ 6!�40 ry'r��IWpry V I,�w� �p,�ii r 1„ IOfl4'll !7¢_wl;w�l Qli'1,4 n 9,"1 �II^�u ll� oa 1tW1 3, COMPENSATION, 3.1 Fee ,As, full, and complete comperisation for the Services described above, Consultant shall be paid a flat fee of Seventeen Thousand Six Hundred Dollars ($�17,60,0.00). As full and complete compensation for Additional Assistance, Consultant shall be paid an hourly rate in accordance with Exhibit, "A," plus materials, which will be billed to City at Consultant's actual cost. 3.2 Structure of'P,qymama - Services a. Consultant's fee for the Services will be divided into five payments corresponding to certain prQJect milestones as follows.: Execution of Agreement,* $25,500.00 Acceptance of Migrated Installation on New Platform $300.00 Acceptance of Mobile Application $ 00 First Anniversary of Agreement $41550.00 Second Anniversary of Agreement $41,550.00 b. Following completion of each of the listed milestones, the Consultant shall provide the City with a signed fee invoice summarizing the portion o f t he Services that has been completed and requesting payment. If the City requires additional reasonable in.formation it shall request the same promptly after receiving the above information, and the Consultant shall provide such additional reasonable info ation to the extent the same is available. C. In the event of a disputed or contested billing, only the portion being contested will be withheld from payment, and the undisputed portion will be paid. City will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until the contest has been mutually resolved., d. For contested billings, the City shall make payment in full to Consultant within 60 days of the date the contested matter is resolved. If City fails, to make such payment, Consultant may, after giving seven (7) days' written notice to City, suspend services under this Agreement until paid in full, including interest calculated from the date the billing contest was resolved. In the event of' suspension of services, Consultant shall have no liability to City for delay's or damages caused to City because of such suspension of services. 3.3 Structure of Pa ymenu —Addi tional A SSistnce a. Consultant's fee for Additional Assistance will be paid monthly in arrears along with associated material costs i if any. b. The Consultant shall provide the City with signed time sheets documenting the time spent on the Additional Assistance along with Consultants paid receipts for any materials, which together shall generally be sufficient documentation to PISA-CFW and Convergint Technologies LLC Page 2 of 19, substantiate invoices. If the City requires additional reasonable documentatio'n, it shall request the same promptly after receiving the above described information., and the Consultant shall provide such additional reasonable documentation to the extent the same is available. C. In the event of a disputed or contested blIling, only the portion being contested will be withheld from, p'ayment, and the undisputed portion will be paid. City will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until the contest has been mutually resolved. d. For contested billings, the City shall make payment in full to Consultant within 60 days of the date the contested matter is resolved. If City falls to make such payment, Consultant may, after giving 7 days' written notice to City, suspend services under this Agreement until paid in full, including interest calculated from the date the billing contest was resolved. in the event of suspension of services, Consultant shall have no liability to City for delays or damages caused to City because of such suspension of services. 3.4 Not to Exceed.A.Mount Under no circumstances shall the City's cumulative monetary obligation to the Consultant for all Fees and material costs under this Agreement exceed Thirty-Five Thousand JDulars ($35,,000.00). 4. TERMINATION. 4.1. Written Notice. The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination pr . 4.2 Non,-,qppro,pnation of Funds. In the event no funds, or 'Insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, Cl*ty will notify Consultant of such occurrence, and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever', except as to the we of the payments herein agreed upon for which, funds shall have been appropriated. ations, of the Parties,. 4.3 Duties and obliz In the event that this Agreement is terminated prior to the its expiration,, the City shall pay Consultant for services actually rendered up to the effective date of' ten,nination and Consultant shall continue to provide the City with services requested, by the City and in accordance with this Agreement up to the effective date of termination. 5. DISCLOSURE OF CONFLICT'S AND CONFIDENTIAL INFORMATION. Consultant hereby warrants to the City, that Consultant has made full disclosure in PSA-CFW and Convergint Technologies LL C Page 3 of 19 writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant, hereby agrees 'Immediately to make full disclosure to the City in w 't ri ing. Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access,, modify, delete or otherwise corrupt City Infom-iation in any way. Consultant shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 6. RIGHT'TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the night to examine at reasonable times any directly pertinent books,, documents, papers and records of the Consultant involving transactions relating to this Agreement at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits,. Consultant further agrees, to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall., ti.1 expiration of three (3) years after final payment of the subcontract, have access to and the night to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor it transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions, of'this paragraph. City shall give subcontractor reasonable notice of intended audits. 70 INDEPENDENT CONTRACTOR. It i s expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and pn*vl*leges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive night to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants,., employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents,, servants and employees, and Consultant, its offs cers, agents, employees, servants, contractors and subcontractors. Consultant, further agrees that nothing herein shall be construed as -the creation of a partnership or joint enterprise between City and Consultant. 8. LIABILITY AND INDEMNIFICATION, CONSULTANT SHALL BE LL4BLE AND SPONSIBLE FOR ANY AND ALL P,SA-CFA""and Converg�int Technologies LLC Page 4 of'19 I- � " PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ANY D CHARACTER., WHETHER EA.L, OR ASSER TED, TO THE EXTENT CA USED, B Y THE NEGLIGENT A CT(S) O OMISSION(S), LF ASANCE OR INTENTIONAL MISCONDUCT OF CONSUL TAN.., ITS OFFICERS,A GENIS,S"C"R VANTS OR EMPL 0.SEES, CONSULTANT COVENANTS AND A G EES TO, AND DOES HEREBY, INDEMNIFY, HOLD 11ARMLESS AND DEFEND, THE CITY", ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM ADD AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS INCLUDING ALLEGED DAMAGE O LOSS TO CONSUL IA NT'S B U INESS AND ANY RESULTING LOST PROFITS) ANDIORPERSONAL INJURY INCLUDING DEATH .t TO ANY AND ALL PERSONS, OF ANY KIN. ' CHARACTER, WHETHER REAL OR ASSERTED., ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT TO THE EXTENT CA rrS D,, BY THE NEGLIGENT ACTS' R OMISSIONS R MALFEASANCE OF CONSULTANT I TS OFFICERS, A GE S SER VA NTS OR EMPLOYEES. IN NO EVEN SHALL EITHER CONSULTANT CONTRACTOR BE LIABLE TO, THE' OTHER PARTY HERETO FOR SPECIAL, INDIRECT, INCID EN A L OR CONSEQUENTIAL A GEES, INCLUDING COMMERCIAL I,+SS., LOSS OF USE OR LOST PROFITS, EVEN IF IT. A T PA,a T S BEEN AD V`ISED OF THE POSSIBILITY "ILITY OFSUCHDAAL4GES, 9, ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or ripahts under this Agreement without the prier written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply'.. The Consultant shall provide the City with a fuller executed copy of any such subcontract. t . INSURANCE, Consultant shall provide the City with one or more certificates of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any wort: pursuant to, this Agreement 10.1 Colverqge and Limits (a) Commercial General :Liability $1. '001000.00: Each Occurrence $2,4 00,000.00 Aggregate (b) Automobile iablilit r $110001)000.00 Each accident on a combined single limit basis or PS -CFW and C nvergi wit Technologies LLC Page 51 of 11,91 i�IVlw amp X250,000�.00 Bodily injury per person $500,+x'00.00' Bodily injury per occurrence $10000.001 Property damage Coverage shall be on any vehicle used by the Consultant, its employees, 0 agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non- owned (c,) Worker"s Compensation Statutory limits Employer's liability $1.009000.00 Each accident/occurrence $100,1000.00 Disease - per each employee $5ft000.00 Disease - policy limit (d) Excess/Umbrella Liability $1100101000.00 Each occurrence aggregate This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with th limits consistent with statutory benefits outlined in the Texas Workers" Compensation Act (Texas Labor Code, Title 5, Subtitle A), and minimum policy limits for Employers' Liability of $100,000.00 each accident/occurrence, $5010,000.00 bodily injury disease policy I imit and $10101,,000.001 per disease per employee (e) Professional, Liability (Errors & Omissions) 1, 001,000.00 Each Claim Limit $11,000,1000.100 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 shall 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 shall be submitted to the City to evidence coverage. 10.2 Certificates. Certificates of Insurance, evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement,. All policies except Workers' Compensation shall be endorsed to name the City as an additional insured thereon,, as its interests may appear. All policies shall contain a Waiver of Subrogation for the benefit of 'the City of Fort Worth to the extent of the Consultant's indemnification obligations. The term City shall 'Include its employees, officers, officials, agent, and volunteers in respect to the contracted PS A-CFW and Convergint Technologies LLC Page 6 of 19 services. Any failure on the part of the City to request required insurance documentation, shall not constitute a waiver of the insurance requirement. A minimum of thirty (30) days, notice of cancellation or reduction in limits of' coverage shall be provided to the City. Ten (1 0) days notice shall be acceptable in the event of non-playment of premium. Such terms shall be endorsed onto Consultant's insurance policies. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Werth, Texas, 7610211 with copies to the City Attorney at the same address. 11, COMPLIANCE WITH LAWS I 0 RD, NANCES.,RULES� AND REGUL ATIONS40 ,, Consultant agrees to comply with all applicable federal, state and local laws, ordinances,, rules and regulations. If the C''Ity, notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. 12, NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to, indemnify and defend the City and hold the City harmless from such claim. 13. N1T110ES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants, or representatives, (2) delivered by facsimile with electronic confirmation of the transmission.) or (3) received by the other party by United States, Mail, registered, return receipt requested, addressed as follows: To The CITY: To CONSULT NI: ir ir City of Fort Worth Convergint Technologies LLC Attn-, Charles, W. Daniels Attn: Jack Sigler 1000 Throckmorton 2304 barley -% y xoad Fort Worth TX 761012 Carrollton, TX 76106-1916 With a copy to: Convergint Technologies LLC Attn-, Wally Winkel 1615 1, Wilkening Road Schaumburg, IL 60173 14. SOLICITATION OF EMPLOYEES. Neither the City nor Consultant shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other PSA-CFW and C,onvergint Technologies L Page 7 of 19 during the to of thi's Agreement, without the prior written consent of the person's employer. 15, GOVERNMENTAL POWERS. It is understood and agreed that by execution, of this Agreement, the City does not waive or surrender any of its governmental powers. 16. NO WAIVER. The failure of the City or Consultant to insist upon the performance of any term or' provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of-the City's or Consultant's, respective right to 'insist upon appropriate performance or to assert any such right on any fat-Lire occasion. 17. GOVERNING LAW/ VENUE. This Agreement shall be construed in accordance wit the internal laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall he in state courts located 'in "I'arrant County,, Texas or the United States, District Court for the Northern District of Texas,, Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. The City and Consultant shall exercise -their best efforts to meet their respective duties and obligations as set forth in this Agreement, but if either party is unable, either in whole or part, to fulfill its obligations, under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances- acts of public enemies;, wars-, blockades- 'insurrections* riots* epidemics" public health crises- earthquake&- fire&- floods* restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or City government in accordance with applicable law; issuance of a Level Orange or Level Red Alert by tie United States Department of Homeland Security, any arrests and restraints; civil disturbances- or explosions" or some I I I other reason beyond the party's reasonable control (collectively, "Force Majeure Event")., the obligations, so affected by such Force Majeure Event will be suspended only during the continuarice:% of such event. 200 COUNTERPARTS. This Agreement maybe executed in one or moire counterparts and each counterpart shall, for all purposes, be deemed an original,, but all such counterparts shall together constitute one and the same *Instrument. 21. WARRANTY, Consultant warrants, that its services will be of' a professional quality and conform to generally prevailing, industry standards. City must give written notice of any breach of this Paige 8 of 19 PS A-CFW and Converg�int Technologies LLC warranty within thirty (30) days from the date that the services are completed. In such event, at Consultant's option, Consultant shall either (a) use commercially reasonable efforts to re- perform -the services in a manner that conforms with the warranty, orb refund the fees paid by the City to Consultant for the nonconforming services. In addition, Consultant agrees to provide City with a warranty against all defects in material workmanship for a period of one (1) year from the date of City's acceptance. Work associated with any required warranty repairs shall be considered part of the Services and shall be provided at no additional cost. 22, MILESTONE, ACCEPTANCE, Consultant shall verify the quality of each deliverable before submitting it to the City for review and approval. The City will review all deliverables to determine their acceptability and signi f y acceptnce by execution of the Milestone Acceptance Form, which is attached hereto as Exhl"bl't 11B." If the City rejects the submission, it will notify the Consultant in writing as soon as the determination is made, listing the specific reasons for rejection. The Consultant shall have ten (10) days to correct any deficiencies and resubmit mthe corrected deliverable. Payment to the Consultant shall not be authorized unless the City accepts the deliverable in writing using the form attached. The City's acceptance will not be unreasonably withheld. 231. NETWORK ACCESS. If Consultant,, and/or any of its employees, officers, agents., servants or subcontractors, (for purposes of this section "Consultant Persoi-tnel" , requires access to the City's computer network in order to provide the services herein, Consultant shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit "C" and incorporated herein for all purposes. 24, IMMIGRATION' NATIONALITY ACT. The City of Fort Worth actively supports the Immigration & Nationality Act (INA), which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who perfiorm work under this Agreement. Consultant shall complete the Employment Eligibility Verification Form (1-9 , maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1-91 forms, and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall establish appropriate procedures, and controls so that no services will be perfori-ned by any employee who is not legally eligible to perform such services. Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or liabilities due to violations of this provision. City, shall have the right to "Immediately terminate this Agreement for violations. of this provision by Consultant. 25, HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 260, REVIEW OF COUNSEL. The parties, acknowledge that each party and its counsel have had the opportunity to PS A-CFW and Convergint Technologies LLC Page 9 of 1 9 review and revise this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto,. 2,7, AMEN DMENTS MODIFICATIONS/EXTENSIONS., No extension, moc-inication or amendment of this Agreement shall be binding upon a V%arty hereto unless such extension modification. or amendment is set forth in a wr itten F 4, instrument, which is executed by an authorized representative and delivered on 'behalf of such party. 28, SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he/she has 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. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. 29. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains, the entire understanding and agreement between the City and Consultant, their assigns and successors in interest, as to the matter's contained herein. Any prior or contemporaneous oral or written agreement i's hereby declared null and void to,the extent in conflict with any provision of this Agreement. IN WITNESS WHEREOF, the parties hereto, have executed this Agreement in multiples this day of-AA4 j?(Vx.01 3. rV rV CITY OF F ' T WORTH: CONVE HNOLOGIES LLC ..Of 2, .........41................ 0 B By y:, ri I................................ ......I I Chart, Daniels, Asst City Manager Mike Bruriseril Vie resident Date. /4 Date: APPROVAL RECOQ DO By: Jeffrey W. 14als ad, Chief of Police Date,-, AT O ' RM AN VE P By* 1 Denis Elroy,()slstant City Attorney 0 Contract thonzation: No M&C Requir1k; IVA I Iola"I AT I§11IT: r rT "011-y- 'i-k- By,-' e�) -VI. '2��711 m y y J. kayser, City Secrefar OFFICIAL RECORD PSA-CFW and Convergint Technologies,LLC CITY SEORr"My, Fyn WORT149 TX "Exhffiff A"' SCOPE OF WORK Software Licenses Throughout the to of this Agreement, Consultant shall provide City with the following software ficenses: One (1) Milestone XProtect Corporate Base License "Twenty-Five (25) Milestone XProtect Corporate Device Channel Licenses Thirty-One (3l Milestone XProtect Corporate Device Channel I.icenses Annual Software Support Consultant shall provide City a comprehensive security software support plan that allows City to keep pace with all software revisions and advancements as they are made a Hable by manufacturers in order to keep City's installed system operating with the val latest technology. Covered software is identified in the equipment list below. Database Management Service's Consultant shall supplement the City's internal system administration support by providing front-end database management services, including (i) system progran-Lming, changes-, (11) standard and custom report set-up and report generation; (iii) assistance with configuration of City's existing on-site system database back-up and (tv) general front- end system diagnostics. This service shall be provided in a manner designed and implemented to minimize system downtime and,to ensure the City's system database is fully backed-up. Upgrade and Migrafion of Milestone System to, New Hardware Platform Consultant shall provide personnel on site and via telephone and internet to assist,the City in upgrading and migrating the Milestone System to a new hardware platfon-n in accordance with the timelines outlined in Schedule I of Exhibit A. Setting u Mobile Milestone Appficafion. Following, City's acceptance of the upgraded and migrated Milestone System, Consultant shall provide personnel on site and via telephone and intemet to assist the City in establishing a Virtual Mobile Server that will allow City personnel and other authorized users to access the Milestone application and associated video graphic data from o,ff-site locations. This task shall be completed in accordance with the timelines outlined in Schedule I of Exhibit A. Openi'nz an Outside Tunnel for to Allow External Access to the Mflestonle S stem PSA-CFW and Convergint Technologies LLC Page 11 of 19 Following acceptance of the Virtual Moblile Server, Consultant shall provide personnel on site and via telephone and inter et to assist City 'in establishing, an encrypted, secure portal through which City-authorized external users can access certain designated portions of the Milestone System. The portal shall be designed and implemented so as to allow the City maximum flexibility in tailoring access for each external user to only that data and those elements of the Milestone System that City the deems, in its sole discretion, are appropriate for that user. This task shall be completed in accordance with -the timelines outlined in Schedule I of Exhibit A. %J Customer Se�rvi,ce Program Annual Preventive Maintenance Once per year throughout the to of this Agreement at a mutually agreed time and date, Consultant shall come to City's facilities to provide predictive maintenance and security system preventive services for components listed within the equipment list contained herein. All preventive maintenance testing will be performed in accordance with manufacturer's recommendations and will address, areas that can adversely affect system performance. Preventive maintenance shall 'include a visual inspection and functional test of security components as listed in.the attached equipment list. The annual service shall occur on a time and date between the hours of 8AM to 5PM, Monday through Friday. Next Business Day Re onse Consultant shall respond (on-site) to City's service calls by the next business day, Monday through Friday 8:00 AM to 5:,010 PM Central Time. Preferred our Rates On site services that are required to remedy a defect in material workmanship within the first year following City's acceptance shall be provided at no cost in accordance with the warranty as described in Section 21 of the Agreement. All such warranty services shall be performed within two (2) business days, of City's call for service and shall be provided between the hours of 8,-.00 AM and 5:00 PM, Monday through Friday. Any on site support services not otherwise provided for herein shall be subject to an Dourly service fee in accordance with the following fee schedule, with each such service call being subject to a two-hour minimum charge: Normal Hours After-Hours Sundays and (8,4l00 AM to 5 PM, Central TI*me) (Mond ay-Saturday Holidays $95.00 $95.00 $95.00 PSA-CFW and Convergint Technologies,L Page 12 of 19 U�n site work associated with the upgrade and Migration) external data tunnel, mobile application, warranty services, annual software support, database maintenance services, or other specifically listed services descn*bed herein shall not be subject to any additional hourly service charge. Because the City is less than fift y miles from Carrolton, Texas no time or mileage charges, shall apply for Consultant's travel. Ware Ma Consultant shall provide City with on-goring access to this online service throughout the term of this Agreement to allow the City to create and view service work orders, view installation Jobs., view service work order status report, custome�r/consultart contact info or help and Customer survey feedback. Equipment List Two (2) Dell Servers (designated as "CHMILEST01" and "'CHMILEST02"') dedicated to Milestone Video Recording software and data, located in the City Hall Data Center, 1000 Throckmorton, Fort Worth, Texas 76102 One (1) Virtual mobile video server to be created and confi gured by Consultant in conjunction with City Milestone Systems, XProtect Software SSA-CFW and Convergint Technologies L,LC Page 13 of'19 A Schedule 1, to Exhibit Con t ECHOLOG S Estimated Ti m e Start Da'te St TB Setting up Milestone Mobile Application. 2 D, s T Configuring ouaside tunnel for others to 3 Dlays access i lest n e 'video, T'BD Migrating exiting Milestone Installation to 5 Days new H�ar'dware Platform, D Assist Ft. Worth IT Dept. wi:th, Upgrading 5 Days Milestone Hardware a New Platform. PSA CFW and Conner inn Technologies LLC Fags 1,4 of 19 MILESTONE ACCEPTANCE FORM Services Delivered.- .. Milestone 0 Deliverable le Rely. Milestone Deliverable le Name. UnitTesting Completion Date: Milestone Deliverable Target Completion Date. Milestone e verable Actual Completion Date. Approval Late. om ents (it neec + e 1. . Approved by Consultant.: Approved by Clity Department ffirector. Signature. Signature: Printed Printed Name. Name. Title. Title. Date: Late For Director Use Only Contracted Payment t Amount. Adjustments, including penalties: Approved payment Amount-: IPSA►-CFW and Conver inn,Technologies gies LLC Page 15 of 19 EAHIBIT C NETWORK ACCESS AGREEMENT a 0 1, The Network,., The City owns and operates a comp�uti,ng, environment and network (collectively the "Network"). Consultant wishes to access the City's network in order to provide scope of services attached as Exhibit "A", Scope of Work to the Professional Services Agreement to which this Network Access Agreement ("NAA"') is attached. In order to provide the necessary support, Consultant needs access to the one virtual and two physical servers dedicated to Milestone Video Recording software and data. 2. Grant of'Ll*mited Access. Consultant is hereby granted a limited right of access to the i City's Network for the sole purpose of providing services n accordance with the term of the Professional, Services Agreement to which this NAA is attached. Such access is granted subject to the terms and conditions forth in this NAA and applicable provisions, of the City s Administrative, Regulation. D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this NAA for all purposes herein and are available upon request. 3o Network Credentials. The City will provide Consultant with Network Credentials, consisting of user 1Ds and passwords unique to, each individual requiring Network access on behalf of the Consultant. Access rights will automatically expire one (1) year from the date of this NAA. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then this NAA will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. This NAA will be associated with the Services designated below. Services are being provided in accordance with City Secretary Contract No. E] Services are being provided in accordance with City of Fort Worth Purchase Order No. Z Services are being provided ded in accordance with the Professional Services Agreement to which this NAA is attached. No services are being provided pursuant to this NAA. 4. Renewal, At the end of the first year and each year thereafter, this NAA may be renewed annually if the, following conditions are met: 4.1 Contracted sery ices have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (3 0) days prior to the scheduled annual expiration of this NAA, the Consultant has provided the City with a current list of its officers, agents,, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Consultant shall provide the City with a current list of oft'"icers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this NAA. PS,A-CFW and Convergint Technologies LLC Page 16 of 19, 5. Network Restrictions. Consultant officers, agents,, servants,, employees or representatives, may not share the City-assigned user IDs, and passwords,. Consultant acknowledges, agrees and hereby gives its authorization to the City to monitor Consultant's use of he City's Network in order to ensure Consultant's compliance with this NAA. A breach by Consultant,, its officers, agents, servants, employees or representatives, of this NAA and other tten inst ctio any ns or 1 gui delines that the City provides to Consultant pursuant to this,NAA wriru shall be grounds for the City immediately to deny Consultant access to the Network and Coins,ultant's Data, terminate the NAA, and pursue any other remedies that the City may have under,this NAA or at law or in equity. 5.1 Notice to Consultant Personnel — For purposes of this section, Consultant Personnel shall include all officers, agents, servants, employees, or representatives of Consultant. Consultant shall be responsible for specifically notifying all Consultant Personnel who will provide services to the City under the Professional Services, Agreement to which this NAA is attached of the following City requirements and restrictions regarding access to the City's Network: (a) Consultant shall, be res,poinsible for any City-owned equipment assigned to Consultant Personnel and will immediately report the loss or theft of such equipment to the City (b) Consultant, and/or Consultant Personnel, shall be prohibited from connecting personally-owned computer,equipment to the City's Network (c) Consultant Personnel shall protect City-IS,SLied passwords and shall not allow antr Y third party to utilize their password and/or user ID; to gain access to the City's 'Network (d) Consultant Personnel shall not engage in prohibited or 'inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation (e) Any document created by Consultant Personnel in accordance with this NAA or the Professional Services Agreement is considered the property of the City and is subject to applicable state regulations regarding public information (f) Consultant Personnel shall not copy or duplicate electronic information for use on any non-City computer except as necessary to provide services pursuant to this NAB. (g) All network activity may be monitored for any reason deemed necessary by the City (h) A Network user ID may be deactivated when the responsibilities of the Consultant Personnel no longer require,Network access, 6, Term ination., In addition to the other rights of termination set forth herein, the City may. ten,nin ate this NAA at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this NAA, Consultant agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Consultant, its officers, agents, servants, employees and/or representatives to access the City's Network. PSA-CFW and Convergint Technologies LLC Page 17 of 19 dui 7. Information Secud i.q. Consultant agreesto make every reasonable effort in accordance with accepted security practices to protect the, Network credentials and access methods provided by the City from unauthorized disclosure and use. Consultant agrees to notify the City immediately upon discovery of a breach or t cat of breach which could compromise the integrity of 'the City's Network, including but not limited to, the,ft of Cons ultant-owried equipment that contains City-provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City-provided Network credentials, and unauthorized use or sharing of Network credentials. 0 ACCEPTED AND AGREED. CITY OF FORT WORTH: CONV7EU X T HNOLOGIES LLB" 0/ By. By.. Char6i;..W. Dam*els- Name: Mike Brunsetl Assistant City Manager Title-- —Vice President Date Date.- //0 oll" ATTE ATTEST:" i.......... By: By: ValerI Whe*e eelr Ci Se6tary Name. Title: Administrative Assistant AP1 VE 1 TO FORM Ai mom U Assistit� mey M& C, No M 2" Required �Vx OFFICIAL RECORD CITY SECRETARY PS A-CFW and c rg,in,t Technologies LLC FT. W6fff1 ,ii it EXarHIBIT D CERTIFICATE OF INCUMBENCY PSA-CFW and Convergint Technologies LL C Page 19 of 19 CERT1FICATE, OFINCUMBENCY OF CONVERGINT I" L L (the"Company") ALTER WINKEL, being the Secretary, Vice Pres ident and Chief Financial er of the Company, hereby certify t at The foIllowin,g are the names and signatures of al I the Of c rs of the Company, Name T*te Specimen SIl*gnature OFFICERS.- Daniel J. Mlocerl Chiel'Executive Officer TBD President& Chief Operating Officer alter W. Winkel, Vice-President, Chief Financial Officer& Secretary Jim out ell Senior ce resi e t Mike Mathes Seniar Vie reside nt Ted Nark Chairmatil., Vice-President', Treasurer and assistant Secretary den McCown Vi e res,i er t, Assistant Secretary and. Assistant. Treasurer Greg K back i Vice-President Barry Yatzoir Vice-President Tony'Varco Vice-President Signed and Dated this a� of 01 Secretary, V.P.,and Walter W. ''inke .I It is Resolved that the incumbent ofjIcers qj'the ("orporation are hereby removed. and theft)llou4ngr ind[viduat"s are herek-y elected as the o ffi r f the C"orporation, each to serve in the office set fo'rth opposite his name below, lintil his successor is chily elected and shall have qualifted or until his earliur death, resignation or remoial C,EO-Dan Moceri President/COO-TBD Vice-President/ Secretary /CFO/General Counscl -Wally Winkel, Senior Vice-P-resident--Jim Boutwell Senior'Vice-President- Mike Mathes Chairman, Vice-President, -Treasurer and Assistant Secretary-Ted Nark 0 Vice-President, Assistant Treasurer, and Assistant Secretary .-Ben McCown • Vice President of Fire and Life Safety Business Development- Barry Yatzor Vice President Of SCCUrit-y Business Development-Tony Varco • Vice President of HuITian Resources North America-Les!ie Evans • Vice-President and General Manager Chicago-Brian Car so Vice-President of Busirness Development-Chicago-Mike Kuhn • Vice-Presiderit of Business Development---Chicago-Greg Kubacki • Vice-President of Business Development-Georgia-Ken LaChance, Vice-President of Business Development-Washington State,-Jeff Rogers Vice_Pres I dent of'Business Development--Oregon -Sean Tyrrell, • Vice-President of Operations.-Georgia -Mike Singer • Vice-President of Operations-Texas-Ben Neikirk 40 Vice-President of Operations.-Dallas--Mike Brtinsen, Vice-President of Operations- Washington State- Doug, Whidby 0 Vice-President and General Manaaer-Washington DC -John Eckman 0 Vice-President and General Manager- Rob Saunders 0 Vice President and General Manager-Virginia- Dan Clark 0 Bilk.Casall -Assistant Secretary [Rest of this page intentionally leji Blank] 8-15-13 Unanimous Consent of Converaint'reclinologles LLC AV 3 The resolution ac opled d grin gpast meetings, shall be reaffirmed as noted below: The r*ht to sign customer contracts shall be 19 for: Total approved contracts with a value equal to or over$1 0.,VI shall be vested in,. Any two oj.'- • Chairman, • CEO) • Presidentl('00, 9 Vice-Preside tl(_."F • Senior Vice-President Total approved contracts w ith a value up to $1011 s hall be vested in: Ai Hof: Chairman, • CEO, • PresidentIC00, 0 Vice-PresidentXF0, • Senior Vice-President Total approved contracts with vahie iinder$250,000 shall be vested'in.- Aiq one j'the other officers listed above except Bill Canali Total approved contracts with the stated value,shall be vc,-steel in: Atq one of., • General Memager-Colorado-Rob Phillips tip to $2010,000, • Operations ,Vlanager­-Nashville, TN- William Howe tip to S1 )000 • Operations W�-tnqger-Oklahoma- Courtney Eslick ip to $1 OOY 000 General Manager of Central Texas-Kevin,Popqjoy up to $ "000 Operations Manager- Minnesota-Joel Ortman up to S I O�0,000: • Assistant Secretary-Bill Casull up to $1001,000 • Operation's Hanager-Portland-Nick zlllcClaiigherty up to $200,000 • General Manager-Nc-,,,w York -Chris Horan zip to$200,000 • General J111anager - Houston--John Northway itp to$200,0001 As a note since Convergin' t Technologies LLC controls the other two operating companies, the officers 0 and signing authority are listed here as a convenience to acknowledge all operations within the Con vergint consolidated group. Convergint Technologies LP-A, Delaware LP operating in Cafijbrnia and Nevada only Ofjicerso- * CEO- Dan Moceri -Any vtdue contract 0 PresIdent/COO-TBD-Any value contract 0 Vice-President/ Secretary/CFO/General Counsel - Wally Winkel Any value contract 0 Senior 'ice President-Jim Boutwell-Any value contract Senior Vice-President-Mike Mathes --Any value contract V ice-President', Treasurer and Assistant Secretary-Ted Nark-Contracts tinder$250,000 Vice-president,, Ass,istant Secretary and Assistant Treasurer-Ben McCown -Contracts under$250,000 Vice President and General Manager-Rob Saunders-Contracts under$250,000 Vice President of f-furnan Resources North America—Leslie 'Evans—Contracts under S250,9000 8-15-13 Unani,nious conserit of Convergint Technolloglies LLC A dditio n at Sign ing A uth ority: 0 General Manager of'Northern Califomia-Doug Lyle --Contracts tinder$100,000, 0 Operations Manager of Northern Cali fomia-Debbie DrOUbay-Contracts under$1001000 Convergint Technologies LTD-An Alberta Corporation, operating throughout Canada only Directors: 0 Director- an Moceri.-Any value contract 0 Director-AlTrepamer - Contracts under$250,000 ffic e 0 CEO-Dan Moceri -Ai�y value contract * President/COO-TBD-An, y value contract 0 Vice-President/ Secretary/CFO-­Wally Winkel -Any value contract 0 Senior Vice-President---Jim Boutwel I -At y value contract 0 Senior Vice-President-Mike N/latlies -Any value contract 0 Vice-President, Assistant TreaSUrer-Ted, Nark-Contracts under$250,000 0 Vice President, Assistant Secretary--Ben McCown-Contracts under$250.,000 0 Vice-President--Al. Trep are ier-..Contracts under$250,000 0 Vice President-Peter Dixon -Contracts under$250,000 0 Vice-President Human Resources--Leslie Evans-Contracts under$250,000 0 '"t'reasurer-Kevin Adler.-Contracts under$250,000 Additional'Signing Authority: 0 Service Operations Manager- Dale Case-Contracts under$250,000 8-15-13 Unanimous consent of Converoint-rechnologies LLC A% Form W11111111111if Request for Taxpayer, Give Form to the D ecegiber 201dentification, Number and Certification requester. Do not ent Treasury send to the IRS., Internal Revenue Service Narne(as shown on your income taxmtum) Convergint Technologies LLCM C\i Business name/disregarded entity name,if different from above Q) Check appropriate box for federal tax classification C 0 L1 W Individual/sole proprietor C Corporation S Corporation LJ Partnership Trustlestate 5- *W 2 0 Exempt payee Limited liability company.Enter tae tam classification(C=C corporation,S-S corporation,P=partrership)111. C -------------------------------- 4W r Other(see instructions)11►- CL Address(number,street,and apt.or suite no.) Requestell name and address(00ol SL 2304 TaTl�y Road, Suite 124 City,state,and ZIP code Carrollton, 'TX 75006 List account number(s)here(optional) payer I dentif"Mation Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on the"Name"line S.ociall security number to avoid backup withholding.For individuals,this is your social security number(SSN). However, for a resident alien,sole proprietor,or disregarded entity,see the Part I instructions on page 3. For other entities,it is your employer identification number(EIN). If you do not have a number,see How to get a TIN on page 3,. Note.If the account is in more than one name,see the chart on page 4 for guideiines on whose ployier identification number, number to enter, 3 6 4 4 4 4 6 2 0 1: n, 1-7-1111,11 CertITIcatio Under penalties of perjury,I certify that: 1. The number shown on this form is my correct taxpayer identification,number,(or 11 am waiting for a number to be issued to me),and 2. 1 am not subject to backup withholding because:(a)II am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report M interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding:,and 1 1 am a U.S.citizen or other U.S.person(defined below). Certification instruuco tions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2,does not apply.For mortgage interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than i dividends,you are not required to sign the certification, but you must provide your correct TIN.See the instructions on,page 4. on, M_ Sign Signature of JIr Here U.S.person Pill Date 0- 2 General Instructions Note.If an requester gives you a form other,than Form W-9l to reqluest your TIN,you must use the requester's form if it is substantially similar Section references are to the Internal Revenue Code unless otherwise to this Form W-9. noted. Definition!of a U.S.Plerson.,For federal tax purposes,,you are Purpose of Form considered a U.S. person if you are: A person who is required to file an information return with the IRS must *An individual who is a U.S.citizen or U.S.resident alien, obtain your correct taxpayer identification number(TIN)to report,for #A partnership,corporation,company,or association created or example,income plaid to you, real estate transactions,mortgage interest organized in the United States or under the laws of the United States, you paid,acquisition or abandonment of secured property, cancellation An estate(other than a foreign estate),or of debt,or contributions Yalu made to an IRA. Use Form W-9 only if you are a U.S.,person(including a resident A domestic trust(as defined!in,Regulations,section 301.7'701-7). alien),to provide your correct TIN to the person requesting it(the Special rules for partnerships.Partnerships that conduct a trade or requester)and,when,applicable,to.- business in the United States are generally required to pay a withholding 1.Certify that the TIN you are giving is correct(or you are waiting fora tax on any foreign partners'share of income from such business. num�ber to be issued), Further,in certain cases where a Form W-9 has not been received,a partnership is required to presume that a partner is a foreign person, 2.Certify that you are not subject to backup withholding,or and pay the withholding tax.Therefore,if you are a iU.S.person that is a 3.Claim exemption from backup withholding if you are a U.S,exempt partner in a partnership conducting a trade or business In the United payee.If applicable,you are also certifying that as,a U.S,.person,,your States, provide Form W-9 to the partnership to establish your U.S. allocable share of any partnership income from a U.S.trade or business status and avoid'withholding on your share of partnership income. is not subject to the withhol'd'ing tax on foreign partners'share of effectively connected incorne. Cat.No.10231X Form W-9(Rev.12-2011) "Ri' DATE(tU/DDYYYCERTIFICATE: O INSURANCEPage 1 of 2 01 3 THIS CERTIFICATE IS ISSUED AS A MATTER F INFORMATION ONLY AND CONFERS ICI RIGHTS UPON'THE CERTIFICATE HOLC IER.THIiS CERTIFICATE DOES NOT AFFIRMATIVELY R NEGATIVELY AMEND,,E E C R ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THIS ISSUING INSURERS,AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER'. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the poliM yr(les)m u t be en doirse . If SURR GATI IS WAIVED,subject to the terms and conditions of'the,policy,certain policies may require an endorsement.A statement on this certifiieate,does not conifer rights to the certificate holder in lieu of such en doi rsemrr ent s . , PRODUCER CONTACT I AMP Willis of Illinois, Inc. HONE. ... FAQ 888-467­2378 Century B l _ NO,.�C $ - � 5 T�� P. 01. Box 3 519 AIL N llis.cow Nashville, I ii 2 I 1 9 1 INSURER(S)AFFORDING COVERAGE NAIL# INS IRER A: XL Insurance America 24554-002 INSURED ._ INSURER B: Navigators�Insu..r_ance Company 2307-001 Convergint Technologies LLC 201 - ._. ;Location # 201 IN aLURER :XL insurance erica, Inc. 245x54-10 ...m,�.. -_ ......... row 1651 M"ilkening Rd. INSURER D: Indian Harbor Insurance Company 136940-002 Schaumburg, IL 60173-53213 _ w INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:20622558 REVISION NUME ER:See Remarks THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.. NO IITHSTANDIN ANY REQUIREMENT, TERM'S OR CONDITION!OF ANY CONTRACT OR BOTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMIT'S SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.. TYPE OF INSURANCE ' SUEI POLICY EFF POLICY EXP IMvI,�F' ICI POLICY I�NI�JI�I3ER LIMITS A GENERAL LIABILITY Y "` CGS 7 4 0 9 0 54 011 3/1/2013 3/l/2014 EACH OCCURRENCE 1 00!0 000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES IEa�a �r c M �" �........ 500_1 000 CLAIM'S-Mu1A DE F_x1 OCCUR IvMEI,EXP Any one person) ____J_0__.L 0 00 PERSONAL&ACV INJURY GENERAL AGGREGATE 2 00 000 EN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/CAP A G 21000,000 POLICY I PR T L C � AUTOMOBILE LIABILITY Y CAS"4 I 2 2 !3/1/2013 ," 14 NED SINGLE LIMIT(E accident) 11000F1000 X BODILY INJURY(Per rr on, �� � ANY"AUTO � I p ) � ALL OWNED SCHEDULED ULEI BODILY INJMJR°Y(P r.accident) AUTOS AUTOS ........ x AO "V EA RO A"AGE X -IRED AUTOS t _ B UMBRELLA OCCUR y Y CH1 EXC704521I 3/1/2013 3/1/2014 EACH OCCURRENCE � ...... 4,00 0,000 X EXCESS LIAB CLAI S-MADE AGGREGATE .....J$ 1 0101 _�0100, DED RETENTION 70TH- c WORKERS COMPENSATION! Y WG714 22 '2 3/1/20I3 3 l/201 A NJ- � AND EMPLOYERS"LIABILITY"" Y l AR N/A L.EACHA IDM�NT $ 1 o�C�,ooD ANY'PROPRIETOR/PT ER�E�E�UTIVE OFFICER /MEMBER EXCLUDED? M n atc r�lln M+NI�M� r E .�.. 0 B 4,B O O L.DISEASE EA EI�NM�'L+�YEE 1 des,daes be d DESCRIPTION OF OPERATIONS below i ! E.L.DISEASE,.POLICY LIMIT 11 0 0 0',CPL7420241 3/l/2013 3/1/2014 Professional Liability $1,000,000 Each Claim $1,1000,000 Aggregate 4 DESCRIPTION OF OPERATIONS/LOCATIONS d VEHICLES(Attach Aco:rd 101,Additdn►M Remarks Schedule,if more space is required) THIS VOIDS AND REPLACES PREVIOUSLY ISSUED CERTIFICATE DATED 10/22/2013 WITH ID 2061O659 Divis1on/Locat ion Dallas 201. Re Professional Services Agreement. CERTIFICATE HOLIER CANCELLATION I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED I ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE Cit of Fort Worth 100 Throe orb"on Fort Worth TX '76102 nrz�" I Chill:4249015 " pl 1 41842 Cert:20622558 @ 1988-20110 r4C RD COR 'OR ►TIQN.All rights reserved. AC DI 2010/05 The ACOR'D name and logo are registered mama s of ACORD AGENCY CUSTOMER 11): 33001717 LOC#: ACOIRV �4� ADDITIONAL REMARKS UL Page,,.-2--of_2...... AGENCY NAMED INSURED Convergint Technologies ;'PLC' 201 Willis of Illinois, Inc. Location # 201 �POLICY NUMBER 1651 Wilkening Rd. Schaumburg, IL 60173-5323 See First Page! CARRIER NA IC CODE See First Page EFFECTIVE DATE: See First Page ._ ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE'T ACORD FORM, FORM NUM�BER- 25 CERTIFICATE OF LIABILITY INSURANCE —"---FORM TITLE: Citv of Fort 'Worth, including its employees, of f icer�s, of f icials, a ent and volunteers, are included as Additional Insureds as respects to General Liability ang Auto Liability as required by written, contract., It is further agreed that such insurance as is afforded shall be Primary and Non-Contributor as respects to, General, Liability with any other insurance in force for or which may be p�urchasex by Additional Insureds,. A, Waiver of Subro, ation in favor of' Additional Insureds applies to the General Liability, Auto Liability and Worgers Compensation policies where required by written contract and as permitted by law. Excess Follows Form on Additional Insured status on underlying General Liability, Auto Liability. Waiver of Subrogation status on Excess Follows General Liability and Auto Liability Form. ACIORD 101 (2008/01) Coll:4249015 Tpl:1641842 Cert;2 0 62 2 5 5 8 @ 2008 ACORD CORPORATION.All rights reserved. The ACO,RD name and logo are registered marks of ACORD Policy Number,: CGS7409054011 'THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION I This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location(s)Of Covered Operations City of Fort Worth, including its employees, officers, Division/Location: Dallas/201 officials, agent and volunteers as required by written C l e.- Professional Services Agreement. contract,., Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A.Section 11—Who Is An Insured is amended to include as an additional insured the person(s)or organization(s) shown in the Schedule,,but only with respect to liability for"bodily injury property damage" or'11personal and advertising injury':' caused, in whole or in part,by: 1. Your acts or orriJissionis; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insureds)at the location(s) designated above. B.With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to "bodily injury" or"property damage"'" occurring after: 1. All work, including materials,parts or equipment furnished in connection with such wo k,on the project (other than service,maintenance or repairs)to be perfon-ned by or on behalf of the additional insure )at the location of the covered operations has been completed; or 2.That portion of"your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 2 010 07 04 @ ISO PTOPCrtiCS,,fix.,2004 POLICY NUMBER: CGS740905401 COMMERCIAL GENERAL, LIABILITY CG20,37'07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED � OWNERS, LESSEES OR CONTRACTORS � COMPLETED OPERATIONS, This endorsement medifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Addiflonall Insured Person(s) Locat'lion And De cripfion, of Completed Operations, Or Organizat"lon(s) City of Fort Worth, in,clulding its emiployees, officers,, Divils,ioln/Loication: Dallas/2011 1 P rofessio n al Services Agreement,. officials, agent and volunteers as required by wr�itten Re- contract. ............ Information r ired to,complete this if not shown above, will: be shown in the Declarations. Section 11, — Who Is, An Insured is amended to include as an additional, insured the person(s) or organ ization(s) shown in the Schedule, but only with respect, to fi ability for, "bodily injury"' or "property darriage" caused, i holy or in part, by "you,r work," at the location designated and described in the schedule of this, endorsement performed for that additional insured and included in the "Products- completed operations hazard CG 21 7 07 04 @ ISO Properties, Inc., 2004 Page 1 of I 0 This endorsement, effective 12,:01 a.m., 3/'1/2,013, forms a part of Policy No. CGS 740905,401 issued to Convergint Technologies LLC 201 By XL Insurance America THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY XLPIus Endorsement This endorsement modifies insurance provided Linder the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage'. The fol,lowing listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read this endorsement carefully to determine rights, duties, and what is and is not covered. A. Reasonable Force—Bodily Injury or Property Damage B. Damage To Premises Rented To You Extension o Perils of fire, lightning, explosion, smoke, aircraft or vehicles, riot or civil commotion, vandalism, leakage from fire extinguishing equipment,or water damage o Limit increased to $300,000 C. Aircraft Chartered with Crew Do Non-Owned Watercraft E. Personal and Advertising Injury—Assumed by Insured Contract F. Increased Supplementary Payments • Cost for bail bonds increased to $5,000 • Loss of earnings increased to $1,000 per day Go Broadened Named Insured Ho Blanket Additional Insured—Managers or Lessiors of Premises 101 Blanket Additional Insured— Lessor of Leased Equipment J. Injury to Go-Employees and Co-Volunteer Workers K. Knowledge and Notice of Occurrence or Off einse L. Unintentional Omission M. Liberalization No Blanket Waiver of Subrogation 001 Incidental Medical Malpractice Injury P. Extension of Coverage— Bodily Injury 0. Coverage Territory Form;AIL 436 1208 2008, XL America, Inc. Page 1 of 3 Includes copyrighted material'of insurance Services Office, Inc.,with its permission. N. BLANKET WAIVER OF'SUBROGATION The following is added to, Section IV-Commercial General Liability Conditions: Wal*ver of Subrogaflon We waive any right of recovery we may have against any person or organization zation because of payments,we make for injury or damage arising out of premises owned or occupied or rented or loaned to you; ongoing operations performed by you or on your behalf, done under contract contract with, that person or organization- "your work". or"your products". We waive this right where you have agreed to do so as part of a written contract, executed by you prior to loss,. 0,. INCIDENTAL MEDICAL MALPRACTICE INJURY 1. For insurance applicable to, this Article 0, the definition of "bodil'y injury" in Section V - Definitions is amended to include, "Incidental Medical Malpractice, In,juryl, . 2. The following definition is added to Section, V- Definitions.- "Incidental medical malpractice injury)$ means "bodlily injury", mental anguish, sickness or disease sustained by a person, including death resulting from any of these at any time,, arisilng out of the rendering of, or failure to render, the following servi�ces: a. Medical, surgical, dental, laboratory, x-ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; b. The furnishing or dispensing of drugs or medical, dental or surgical supplies or appliances-, c. Fiat aid; or d. "Good Samaritan Services". As used in this Article 0., "Good Samaritan Services" are those medical services rendered or provided in an emergency and for which no remuneration is demanded or received. 3. Paragraph 2.a.(11)(d) of Section 11 -Who Is An Insured does not apply to any registered nurse, licensed, practical, nurse, emergency miedii,cal technician or paramedic employed by you, but only while performing the services described in Paragraph 2. above and while acting within the scope of their employment by you. Any "emiployees" rendering "Good Samaritan Services"will be deemed to be acting within the scope of their employment by you 4. The following exclusion is added to, Paragraph 2. Exclusions of Coverage A.—Bodily Injury And Property Damage Liability of Section I—Coverages- [This insurance does not apply to.-) Willifull Viollation of Penal Statute Liability arising, out of the willful violation of a penal' statute or ordinance relating to the sale of pharmaceuticals by or with the knowledge or consent of the insured. 5. For the purposes, of determining the applicable Limits of Insurance, any act or omission, together with all related acts or omissions in the furnishing of services described in Paragraph 2-a. through, 2.d., above to any one person, will be considered one lioccurrence". 6. This Article 0. does: not apply if you are in the business or occupation of providing any of the services described in Paragraph 2. above. Form XI'L 436 1208 (D 2008, XL America, Inc. Page 2 of 3 Includes copyrighted material of Insurance Services Office,,Inc.,with its permission,. 7. The insurance provided by this Article 0. shall be excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy. P', EXTENSION OF COVERAGE—BODILY INJURY The definition of "bodily injury"' Section V- Definitions is deleted in its entirety and replaced by the following: I "Bodily injury" means bodily injury, mental anguish, mental injury, shock, fright,, disabillity, humiliation, sickness or disease sustained by a person, including death resulting from any of these, at any time�. 0. COVERAGE TERR11TOlRY The definition of alcoves ge territory" Section, V- Definitions is deleted in its entirety and replaced by the following.- 4.: "Coverage territory"' means anywhere in the world. This insurance does not apply to a. "bodily injury"or"property damage"that takes place; or b. "Personal and advertising injury"caused by an offense comm,itted, outside the United States,of America (including its possessions and territories), Canada and Puerto Rico, unless a"suit"on the merits to determine the, insured's responsibility to pay damages to which this insurance applies) is brought in the United States,of America (including its possessions,and territories), Canada or Puerto Rico. This insurance does not apply to damage, loss, cost or expenses in connection with any It suit" brought outside the United, States of America (including its possessions and territories), Canada or Puerto Rico. Form XIS 436 1208 @ 2008, XL America, Inc. Page 3 of 3 Includes copyrighted material of insurance Services Office, Inc.,with its permission. POLICY NUMBER: CAH74000,2402 XIC 411 1007 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY., AUTOMATIC ADDITIONAL INSURED This endorsement modifies insurance provided, under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE, FORM TRUCKERS COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE, FORM A. LIABILITY COVERAGE, Who Is An Insured, is amended to include as an "insured" any person or organization you, are required in a written contract to name as an additional insured, but only for "boldily injury 11 or "property damagell otherwise covered under this Policy caused, in whole or in, part, by the negligent acts or omissions of: 1. You, while using a covered "'auto or 2. Any other person, except the additional insured or any employee or agent of the additional insured, operating a covered "auto"'with your permission; Provided that: a. The written contract is in effect during the policy period of this Policy; b. The written contract was signed by you and executed prior to the "accident 73 causing "bodily inijuryll or"property damage"for which liability coverage is sought; and c. Such person or organization is an "insured" solely to the extent required by the contract, but in no event if such person or organization is solely negligent. B. The Limits of Insurance provided for the Additional, Insured, shall not be greater than those, required by contract and, in no event shall the Limits of Insurance set forth in this Policy be increased by the contract. C. General, Con dilitions, Other Insurance is amended as folillows.. Any coverage provided hereunder shall be excess over any other valid and collectible insurance available to the additional insured whether such insurance is primary, excess, contingent or on any other basis unless the contract specifically requires that this Policy be, primary. I I All terms, conditions, exclusions and limitations of this Policy shall apipily to the liability coverage provided to any additional insured, and in no event shall such coverage be enlarged or expanded by reason of the contract. All other,terms and conditions of this policy remain unchanged. (Authorized Representative) XIC 4-11 1007 210017) XL America, Inc., Page 1 of 1 Includes co'pyrighted material of Insurance,Office, Inc.,with its permission. POLICY NUMBER: CAH740002402 XIC 404 1007 THIS ENDORSEMENT CHANGES THE POLICY., PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BU'SINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM With respect to coverage provided by this endorsement,, the provisions of the Coverage Form apply unless modified by the endorsement. Changes In Condiltions The Tran f Of Rights Of Recovery Against Others To Us Condition is changed by adding the following: We waive any right of recovery we may have against the person or organization shown in the Schedule below because of payments,we make for "bodily injury"or "property damage" arising out of your ongoing operations or work you performed, under a contract with that person, or organization. This waiver applies only to the person or organization shown in the Schedule below: SCHEDULE Name of Persons) or Organiza.ion(s).- All other terms and conditions remain the same. (Authorized Representative) XIC 404 1007 @ 2,0071 XL America, Inc. Page 1 of 1 Includes copyrighted, material of Insurance Office, Inc., with its permission. I ?dim POLICY NUMBER: CWG7400022012 WORKERS COMPENSATION & EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04 84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or org,an,iz,ation named in, the Schedule. (Th,iis agreement applies, only to,the extent that you perform work under a written contract that requires you to, obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in, the Schedule. Schedule ot Blanket where requ*1red by wrl"tten contract, agreem ent or perml This endors,ement changes the, policy to which it is attachied and is effective on the date issued unless,otherwise stated. WC 00 03 13 (04 84 Page 11 or 1 Copyright 1983, National Council on Compensation Insurance, Inc. ENDORSEMENT#IXI 405 0910 This endorsement, effective 12:01 a.m., 3/1/2013 forms a part of Policy No. CGS74090540!1 issued to Conv rgint Technologies LLC 201 by XL Insurance America. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY,. CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, advanced written notice will be mailed or delivered to person(s) or entity(iles) according to the notification schedule shown below: Number of Days Name of Person(s) or Entity(ies) Mailing Address: Advanced Notice of Cancelllation-------, Risk Manager, City of Fort Worth 1000 Throckmorton, Fort Worth,TX 3,0 76102 All other terms and conditions of the Pollicy remain unchanged. IXI 405 0910 2010 X.L. America, Inc., All Rights Reserved. May not be copied without permission. IqP ENDORSEMENT#IXI 405 0910 This endorsement, effective 12:01 a.m., 3/1/2013 forms a part of Policy No. CGS740905401 issued to Convergint Technologies L,LC 201 by XL Insurance America. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY'. C I ANICELLATION NOTIFICATION TO OTHERS ENDORSEMENT In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, advanced written notice will be mailed or delivered:,to person(s) or entities) according to the notification schedule shown below,* Number of Days Name of Persons)or Entity(ies) Mailing Address: Advanced Notice of Cancel,1,ati,o n: City Attorney City of Fort 'Worth 1000,Throckmorton Fort Worth,TX 30 76,102 All other terms and conditions,of the Policy remain unchanged. 1XI 405 0910 2010 X.L. America, Inc. All fights Reserved. May not be copied without permission., ENDORSEMENT#IXI 405 0910 This endorsement, effective 12:01 am.,, 3/1/2013 forms a part of Policy Nol. CAH,740002402 issued to Convergint Technologies, LL,C 201 by XL Insurance America. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ, IT CAREFULLY. CANCELLATION NOTIFICATION,TO OTHERS ENDORSEMENT i In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, advanced written notice will be mailed or delli,vered to person(s,):or entity(ies) according to the notification schedule shown below,.- Number of Days Name of Perso�n(s:)or Entity(ies) Mailing Address.: Advanced Notice of Cancellation: Ri� r, City of FortW'Drth 1 000 Th rockmorton Fort Worth TX 3O 761022 ... ........ All other terms and conditions of the Policy remain unchanged. II 405 0910 2010 X.L. America, Inc. All Rights, Reserved., May not be copied without permiss,ion. ENDORSEMENT#IX!405 0910 This endorsement effective 12.*01 a.m., 3/1/2013 forms a part of Policy No. CAH740002402 issued to Convergint Technologies, L 21011 by XL Insurance America. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY., CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, advanced written notice will be mailed or delivered to person(s) or entity(ies) according to the notification schedule shown below: Number,of Days Name of Person(s)or Entity(ies) Mailing Address,* Advanced Notice of Cancellation. City Attorney, City of Fort Worth 1000 T'h rockmorton, Fort Worth, TX 30 7611 2 All other terms and conditions of the Policy remain unchanged. IXI 405 0910 9 201 0 X.L. America, Inc. All Rights Reserved. May not be copied without permission. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 9,9 06 57 (Ed. ENDORSEMENT#WC 919 06 07 ,12 10 This enidorsiement, effective 12:01 a.m,.,,, 3/1/2013 forms a part of Policy No,. C 2202 issued,to Convergint Technologies LLC 201 byXL linis,uirancle America, Inc.. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ, IT CAREFULLY. CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT' This endorsement modifies insurance provided under the following.. WORKERS' COMIPEN,S,ATIION AND EMPLOYERS' LIABI LI'TY INSURANCE POLICY In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, advanced written notice will be mailed or delivered to person(s) or entity,(iesi); according to the notification schedule shown below- Number of Days Name of Person(s) or Entity(ies) Mailing Address-. Advanced Notice of Cancellation: Risk Manager, City of Fort Worth 1 00OThrockmorton, Fort Worth,TX 30 7 2 610 All other terms and conditions of the Policy remain unchanged. This endorsement changes the policy tai l which it is attached, and is effective on the date issued unless otherwise stated. The Information bellow is required only when this endorsement is "Issued su�I seqluen�t to preparation of the policy.) Endorsement Effective Policy No. Endorsernent No.WC 99 06 57 12 10 Insured Premium Insurance Company Countersigned by WC 919 06 57 Ed. 12110 @ 2010 X.L. America, Inc. All Rights Reserved. May not be copied without permission. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 57 Ed. 121 ENDORSEMENT#WC 99 06 07 1,2 110 This endorsement, effective 12:01 a.m., 3/11/2013 forms a part of Policy No. CWG740002202 issued'to Coinvergint,Technologies LLC 201 by XL Insurance America, inc.. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT This endorseme�nt modifies insurance provided under the following-. WORKERS' CO M PEN SATION AND EMI LOYERS' LIABILITY` INSURANCE POLICY In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, advanced written notice will be mailed or delivered to personi(s)or entity(ies) according to,the notification schedule shown below* Number of Days, Name of Person ) or Entity(ies) Mailing Address- Advanced Notice of Cancellation: City, Attorney,, City of Fort Worth 1 O Throckmorton, Fort Worth,TX 30 7611,02 All other terms and conditions of the Policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. The informatlon below is require d only when this endorsement is issued subsequent to preparation of the!policy.) Endorsement Effective Policy No. Endorsement No.,WC 99 06,57 12 1 10, Insured Premium Insurance Company Countersigned:by WC 99, 6 57 Ed,. 12110 9 2010 X.L. America, Inc. All Rights Reserved. May not be copied without permission.