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HomeMy WebLinkAboutContract 37160r;ity Secretary Contract Number t ` 00 AMENpMENT Np, 1 TO CITY SECRETARY CONTRACT NO, 29755 MUZAF( MESSAGES / ON lit�lD AC REEMENT This Amendment to the MuzatC Messages i On Hold Agreement ("AgreemenE ) is entered into by and between the City of Fort Worth, Texas (the "City'), a home rule municipal corporation organized under the laws of the state of Texas, acting by and through its duly authorized Assistant City M nager, and Muzak LLC, ("Muzak"), acting by and through its duly authorized C_l,eMr WHEREAS, the City and Muzak, collectively referred to as the "parties," entered into City of Fort Worth City Secretary Contract No. 29755, ("Contract on or about April 9, 20D4; and WHEREAS, the Ccaniract involves audio productions for telephone on hold services far specified City locations; and WHEREAS, the City Chas exercised all of its renewal options under the Contract; and WHEREAS, the parties now with to amend the agreement and extend the term of the contract far one year with additonal options to renew. NOW, THEREFORE, City and Muzak, acting herein by and through their duly authorized representatives, enter into this agreement which amends the Contract as follows: 1. The provision in the Contract titled hSERViC€" is hereby amended and replaced with the following language: SERVICE Muzak shall provide City with MUZAK VOICE TM On Hold Service (the "On Hald Service") for use exclusively at the following locations: 1) the City Hall Complex, 100D Throckmortan Street, Fort Worth, Texas 76102, (the PBX in the City Hall Complex supports the fotlowing additional buildings City Hall, City Hall Annex Building, Public Safety Building, and he Convention Center), 2) Animal Control Facility, 4900 Martin Street, Fort Worth, Texas 76119, 3) Solid Waste Customer Service Center, 4100 Columbus Trail, Fort Worth, Texas 76133, and 4) Water 3CADA Building, 1511 111i' Avenue, Fort Worth, Texas 76102. The On Hold Service will include up to 2 audio productions annually and the lease of a digital message repeater_ Musak's service and audio productions include scripting, voice, talent, music, and music licensing fees. Each new audio production will be fulfilled via Muzak's fulfillment site on the world wide web, www.muzakvoice.com, and Muzak shall provide City with a user identification number and password that will enable City to access such fulfillment site. All services, productions, equipment and products developed, leased, and/or provided by Muzak are and shall remain the exclusive property of Muzak. rc�y �I"1 2. The provision in the Contract titled "EQUIPMENT" is hereby amended and replaced with the following language: t=�IJIPMEN7 The digital message repeater leased to City hereunder shall be malntalned by Muzak at no additional cost to the City; provided, however, that such maintenance shall be limited to labor and repairs required by ordinary and proper use of such equipment. City shall provide Muzak with reasonable access to the location(s) during normal business hours for purposes of performing required maintenance. Muzak shall retain ownership of all equipment ,provided hereunder that has not been purchased by the City, and the City shall not transfer, encumber or in any way alienate such equipment. City shall be responsible for any loss or damage to such equipment (reasonable wear and tear excepted) while installed at the location(s). If the On Hold Service is no longer provided to the location(s), City shall provide Musak with reasonable access to such premises for purposes of removing any leased equipment and all associated productions on recorded media_ Upon the removal of any leased equipment, Muzak shall not be required to repair, replace or otherwise re-establish the premises to their original condition_ However, Muzak shall be liable for damages its employees, agents, subcontractors or representatives may cause to the location during such removal. 3. The provision in the Contr2�ct titled "FEES" is hereby .amended and replaced with the following language: City :vill pay the amount of $�t.2� each month, per location, and none-#ime start-up fee of $D.OD- Recurring fens shall be payable monthly in advance and shalt be due on the first day of the calendar month to which the fees relate_ Muzak reserves the right to increase the foregoing fees provided that any such increases do not exceed ten percent (10%) in any given one (1) year period_ Late payments are subject to interest charges not to exceed one percent (1%) or the maximum rate permitted by law. Termination shall not affect the right of Muzak to receive or recover any payments which may have accrued, or otherwise be owed, under the terms of this Agreement or any invoice or other instrument, The City shall not be responsible for any taxes pursuant to this Agreement. 4- The provision of the C©ntract lifted "TER�11" is hereby amended and replaced uvith the following language_ TERM The term of this Agreement is extended and shall remain in effect for a period of twelve {92) months following the date of execution of khis Agreement by the City. Thereafter, this Agreement will automatically renew for up to three consecutive one year terms unless either party elects to terminate this Agreement by providing written notice at least thirty (30) days prior to the expiration of the existing term. The pr©vision of the Contract tided "ASSI�GNME[r�tT" is hereby amended by adding the Rowing language: However: Muzak may assign any and aH rights and obligations under this Agreement to any party that obtains a controlling or majority interest in Muzak LLC or successor entity. AU other provisions of tFne contract that are raot expressly amended herein stlail remain in full force and effect. the persons signing below represent that they have full execute this Agreement on behalf of the respective entity, i=xecuted on this the Ir day of 200& CITY Cat= t3y: ATTEST: B y: City Secretary AP�t2p�ED AS TO FC3R�1 AND LEGALaTY: Assistant City Attorney M&C: None required • � V `f )u �y 5I7 authority to bind the parties and ATTEST) S "- OKA