HomeMy WebLinkAboutContract 52567-AD1 8s
CITY SECRETARY
e�° R�CF/VET CONTRACT NO. 5a 5Io_7
J1JC 18
C/ryOPPORT zD19 ADDENDUM TO PROPOSAL 918437-GS-35F-0230X
Cp RYA BETWEEN
THE CITY OF FORT WORTH
AND
AVI SYSTEMS INC.
This Addendum to Proposal 918437-GS-35F-0230X ("Addendum") is entered into by and
between AVI Systems Inc. ("Seller") and the City of Fort Worth ("City"), collectively the
"parties", for a purchase of Audio Visual Equipment, Services and Support.
The Contract documents shall include the following:
1. The Proposal 918437-GS-35F-0230X; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached Proposal 918437-GS-35F-
0230X(the"Agreement"),the Parties hereby stipulate by evidence of execution of this Addendum
below by a representative of each party duly authorized to bind the parties hereto, that the parties
hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as
follows:
1. Term. The Agreement shall become effective upon the signing of the Agreement
(the "Effective Date") and shall expire twelve (12) months later (the Expiration Date"), unless
terminated earlier in accordance with the provisions of the Agreement or otherwise extended by
the parties.The Agreement may be renewed for four(4)renewals at City's option,each a"Renewal
Term." City shall provide Seller with written notice of its intent to renew at least thirty (30) days
prior to the end of each term.
2. Termination.
a. Convenience.Either City or Seller may terminate the Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
b. Breach.If either party commits a material breach of the Agreement,the non-
breaching Party must give written notice to the breaching party that describes the breach
in reasonable detail. The breaching party must cure the breach ten (10) calendar days after
receipt of notice from the non-breaching party, or other time frame as agreed to by the
parties. If the breaching party fails to cure the breach within the stated period of time, the
non-breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, immediately terminate this Agreement by giving
written notice to the breaching party.
C. Fiscal Funding Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Seller of such occurrence and the Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to the City of
Addendum to AVI Systems Inc.Proposal 918437-GS-35F-0230X Page 1 of 5
any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Seller for services actually rendered
up to the effective date of termination and Seller shall continue to provide City with
services requested by City and in accordance with the Agreement up to the effective date
of termination. Upon termination of the Agreement for any reason, Seller shall provide
City with copies of all completed or partially completed documents prepared under the
Agreement. In the event Seller has received access to City information or data as a
requirement to perform services hereunder, Seller shall return all City provided data to City
in a machine readable format or other format deemed acceptable to City.
3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
4. Law and Venue.The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County,Texas. To the extent the Agreement
is required to be governed by any state law other than Texas or venue in Tarrant County, City
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
5. Linked Terms and Conditions. If the Agreement contains a website link to terms
and conditions, the linked terms and conditions located at that website link as of the effective date
of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the
extent that the linked terms and conditions conflict with any provision of either this Addendum or
the Agreement, the provisions contained within this Addendum and the Agreement shall control.
If any changes are made to the linked terms and conditions after the date of the Agreement, such
changes are hereby deleted and void. Further, if Seller cannot clearly and sufficiently demonstrate
the exact terms and conditions as of the effective date of the Agreement, all of the linked terms
and conditions are hereby deleted and void.
6. Insurance. The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by
Governmental Units," is self-insured and therefore is not required to purchase insurance. To the
extent the Agreement requires City to purchase insurance, City objects to any such provision, the
parties agree that any such requirement shall be null and void and is hereby deleted from the
Agreement and shall have no force or effect. City will provide a letter of self-insured status as
requested by Seller.
Addendum to AVI Systems Inc.Proposal 918437-GS-35F-0230X Page 2 of 5
7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
8. Limitation of Liability and Indemnity. See Section 14. Limitation on Liability and
Section 15.No Consequential Damages of AVI Proposal No. 918437-GS-35F-0230X.
9. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
If such funds are not appropriated or become unavailable, City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
10. Confidential Information. City is a government entity under the laws of the State
of Texas and all documents held or maintained by City are subject to disclosure under the Texas
Public Information Act. To the extent the Agreement requires that City maintain records in
violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted
from the Agreement and shall have no force or effect. In the event there is a request for information
marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility
of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
11. Addendum Controlling. If any provisions of the attached Agreement, conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City, the terms in this Addendum shall control.
12. Immigration Nationality Act. Consultant shall verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the
Employment Eligibility Verification Form (I-9). Upon request by City, Consultant shall provide
City with copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this Agreement. Consultant shall adhere to all Federal and State laws as well
as establish appropriate procedures and controls so that no services will be performed by any
Consultant employee who is not legally eligible to perform such services. CONSULTANT
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
CONSULTANT, CONSULTANT'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Consultant, shall have the right to immediately
terminate this Agreement for violations of this provision by Consultant.
13. No Boycott of Israel. If Seller has fewer than 10 employees or the Agreement is
for less than$100,000,this section 13 does not apply. Seller acknowledges that in accordance with
Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with
a company for goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Seller
Addendum to AVI Systems Inc.Proposal 918437-GS-35F-0230X Page 3 of 5
certifies that Seller's signature provides written verification to City that Seller: (1) does not
boycott Israel; and(2) will not boycott Israel during the term of the Agreement.
14. Right to Audit. Seller agrees that City shall, until the expiration of three (3) years
after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Seller involving transactions relating to the
Agreement. Seller agrees that City shall have access during normal working hours to all necessary
Seller facilities and shall be provided adequate and appropriate workspace in order to conduct
audits in compliance with the provisions of this section. City shall give Seller reasonable advance
notice of intended audits.
(signature page follows)
Addendum to AVI Systems Inc.Proposal 918437-GS-35F-0230X Page 4 of 5
4 Executed this the day of , 20e.
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
By: performance and reporting requirements.
Name: C✓/ 64 u N
Title: Assistant City Manager
Date: By: 7 3
Name: Steve Streiffe
Approval Recommended: Title: Assistant Director,IT Solutions
Approved as to Form and Legality:
By:
Name:
Title: By:
Name: Jo B. sif6ng
Attest: Title: Assistant City ttorney
/1, 4 Contract Authorization:
M&C: P-12337
By: proved: 6/4/2019
Name: Mary J. K m 1295: 2019-485689
Title: City Secret
a t®:
SELLER: *
AVI Systems Inc.
Name: David Walshe
Title: R.V.P.
Date: .tune 25,2019
Addendum to AVI Systems Inc.Proposal 918437-GS-35F-0230X Page 5 of 5
M&C Review Pagel of 3
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORTY I'VoRm
COUNCIL ACTION: Approved on 6/4/2019
REFERENCE 13PAUDIO VISUAL EQUIPMENT
DATE: 6/4/2019 NO.: **P-12337 LOG NAME: AND PROFESSIONAL
SERVICES AD ITS
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize a Cooperative Purchase Agreement for Audio/Visual Equipment and Related
Services with AVI Systems, Inc., in an Amount Up to$107,217.98 for the First Year and
Authorize Four One-Year Renewal Options in an Amount Not to Exceed $4,660.00 Per
Year for the Information Technology Solutions and Fort Worth Police Departments Using
Grant Funds (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize a Purchase Agreement with AVI Systems, Inc., for
the purchase of audio/visual equipment and related services in an amount up to$107,217.98 for the
first year with four one-year renewal options in an amount not to exceed $4,660.00 per year using
grant funds and using GSA Schedule GS-35F-0230X cooperative purchasing agreement for the
Information Technology Solutions and Fort Worth Police Departments.
DISCUSSION:
The City of Fort Worth (City) Police Department is developing a Fusion Center to support a
collaborative effort of two or more federal, state, local, tribal, or territorial government agencies that
combines resources, expertise and information with the goal of maximizing the ability of such
agencies to detect, prevent, investigate, apprehend and respond to criminal or terrorist activity. State
and major urban area fusion centers serve as focal points within the state and local environment for
the receipt, analysis, gathering and sharing of threat-related information between federal and other
government agencies and private-sector partners.
This request is for the purchase and installation of a video wall, the mounting of fifteen televisions
(not included in this request) displayed in three groups of five, and the purchase of video display and
information sharing software to make the video wall and television groups interactive. This will
increase the sharing capabilities between the proposed and developing Fort Worth Fusion Center
and other police units or city departments in this region during investigations and emergency
situations.
This purchase is funded by the Homeland Security Grant Program- Urban Area Security Initiative
2018 Grant.
The first year costs will be$107,217.98 and annual support costs for subsequent years will be
$4,660.00.
COOPERATIVE PURCHASE: State Law provides that a local government purchasing an item under
a Cooperative Purchasing Agreement satisfies state laws requiring that the local government seek
competitive bids for purchase of the item. U.S. General Services Administration (GSA)contract
schedules have been competitively bid to increase and simplify the purchasing power of government
entities across the United States.
PRICE ANALYSIS:The GSA Schedule contract offers fixed discounts. Staff reviewed pricing and
determined it to be fair and reasonable.
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=26981&councildate=6/4/2019 7/2/2019
M&C Review Page 2 of 3
M/WBE: A MBE/SBE goal is not assigned when purchasing from an approved purchasing
cooperative or public entity.
SUCCESSOR CONTRACTS: To facilitate planning and budgeting, staff would prefer to have annual
Agreements that align with the Fiscal Year. However, the GSA Schedule contract is out of alignment
with the City's Fiscal Year and the current term of GSA Schedule GS-35F-0230X expires February
14, 2021. In order for this Agreement to align with the City' s Fiscal Year, adoption of this M&C
technically authorizes (i) a series of Purchase Agreements, each of which will align to a term of the
GSA Schedule contract to ensure legal authority exists for the contract, and (ii) an annual spend
amount, future years of which would be subject to City Council appropriation. In the event that a
Cooperative Agreement is not renewed, staff would cease purchasing at the end of the last Purchase
Agreement coinciding with the valid Cooperative Agreement. If the City Council were to not
appropriate funds for a future year, staff would stop making purchases when the last appropriation
expires, regardless of whether the then current Purchase Agreement has expired.
The City will initially use GSA Schedule No. GS-35F-0230X to make purchases authorized by this
M&C. As noted, GSA Schedule GS-35F-0230X expires February 14, 2021. If the GSA Schedule is
extended, this M&C authorizes the City to purchase similar products and services under the extended
contract. If the GSA Schedule is not extended, but GSA executes a new cooperative agreement with
AV[ Systems, Inc. with substantially similar terms as GSA Schedule GS-35F-0230X, this M&C
authorizes the City to purchase the products and services under the new GSA Schedule contract.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by
the City Manager in the amount up to $50,000.00 and does not require specific City Council approval
as long as sufficient funds have been appropriated.
AGREEMENT TERM: The initial term of this Agreement shall commence upon Council' s approval
and shall expire 12 months following, with four one-year options to renew.
RENEWAL OPTIONS: This Agreement may be renewed for additional terms according to the
cooperative agreement at the City's option, up to a maximum of four annual options to renew. This
action does not require specific City Council approval provided that the City Council has appropriated
sufficient funds to satisfy the City's obligations during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as
appropriated, of the Grants Operating Federal Fund. Prior to an expenditure being made, the
Information Technology Solutions Department has the responsibility to validate the availability of
funds. This is a reimbursement grant.
BQN\GS-35F-0230X\AD
TO
Fund ; Departmenty Account Project Program Activity Budget j Reference# Amount
j _ ID ID1_ Year (Chartfield 2)
FROM __ _
Fund Department Account I Project Program j Activity Budget Reference# _ Amount
_ ID _ ID l i Year (Chartfield 2)
21001 0360420 5610109 i101944 j 680 i $107,217.98'
Submitted for City Manager's Office by: Susan Alanis (8180)
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=26981&councildate=6/4/2019 7/2/2019
M&C Review Page 3 of 3
Originating Department Head: Kevin Gunn (2015)
Cynthia Garcia (8525)
Additional Information Contact: Anabelle Dunn (7648)
ATTACHMENTS
AVI Systems Form 1295 signed (002) Redacted.pdf
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=26981&councildate=6/4/2019 7/2/2019