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HomeMy WebLinkAboutContract 45157"PM CT .4\ PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY 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 CONVERGINT TECHNOLOGIES LLC ("Consultant"), a Delaware limited liability company, acting by and through its duly authorized Vice President. AGREEMENT DOCUMENTS: The Agreement documents shall consist of the following 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 D — 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. 1. SCOPE OF SERVICES. Consultant will, throughout the term of this Agreement, provide the City with (i) software licenses for the City's Milestone software, (ii) annual software support, and (iii) 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 platform, (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 local task force officers, limited access to specific portions of the Milestone video system and data, and (vii) setting up the mobile Milestone Application. These specifically listed actions and objectives are referred to herein as the "Services" and described in more detail in the Scope of Work, which is attached as Exhibit "A" and 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 same or similar services. In addition, Consultant shall provide Services and Additional Assistance in accordance with all applicable federal, state, and local laws, rules, and regulations. 2. TERM. This Agreement shall commence upon f\JQ V. ni 2(t , 2013 ("Effective Date") and shall expire on tV 1itht v- , 2016, unless terminated earlier in accordance with the provisions of this Agreement. RE'CElVED NOV 27 2013 OFPICUtafL ECORD CITY SECRETARY FT. WORTH, TX 3. COMPENSATION. 3.1 Fee As full and complete compensation for the Services described above, Consultant shall be paid a flat fee of Seventeen Thousand Six Hundred Dollars ($17,600.00). 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 Payments - Services a. Consultant's fee for the Services will be divided into five payments corresponding to certain project milestones as follows: Execution of Agreement: Acceptance of Migrated Installation on New Platfoim Acceptance of Mobile Application First Anniversary of Agreement Second Anniversary of Agreement $2,500.00 $3,000.00 $3,000.00 $4,550.00 $4,550.00 b. Following completion of each of the listed milestones, the Consultant shall provide the City with a signed fee invoice summarizing the portion of the Services that has been completed and requesting payment. If the City requires additional reasonable information, it shall request the same promptly after receiving the above information, and the Consultant shall provide such additional reasonable infonnation 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 delays or damages caused to City because of such suspension of services. 3.3 Structure of Payments — Additional Assistance a. Consultant's fee for Additional Assistance will be paid monthly in arrears along with associated material costs, if any. b. The Consultant shall provide the City with signed time sheets documenting the time spent on the Additional Assistance along with Consultant's paid receipts for any materials, which together shall generally be sufficient documentation to PSA - CFW and Convergint Technologies LLC Page 2 of 19 substantiate invoices. If the City requires additional reasonable documentation, 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 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 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 Amount 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 Dollars ($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. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City 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 portions of the payments herein agreed upon for which funds shall have been appropriated. 4.3 Duties and Obligations of the Parties. 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 termination 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 CONFLICTS AND CONFIDENTIAL INFORMATION. Consultant hereby warrants to the City that Consultant has made full disclosure in PSA - CFW and Convergint Technologies LLC 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 writing. 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 Information 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 right 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, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving 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. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges 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 right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, 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 officers, 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 LIABLE AND RESPONSIBLE FOR ANY AND ALL PSA - CFW and Convergint Technologies LLC Page 4 of 19 PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. IN NO EVENT SHALL EITHER CONSULTANT OR CONTRACTOR BE LIABLE TO THE O THER PARTY HERETO FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING COMMERCIAL LOSS, LOSS OF USE OR LOST PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior 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 fully executed copy of any such subcontract. 10. 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 work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000.00 Each Occurrence $2,000,000.00 Aggregate (b) Automobile Liability $1,000,000.00 Each accident on a combined single limit basis or PSA - CFW and Convergint Technologies LLC Page 5 of 19 (c) $250,000.00 $500,000.00 $100,000.00 Bodily injury per person Bodily injury per occurrence Property damage Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement "Any vehicle ' shall be any vehicle owned, hired and non - owned Worker's Compensation Statutory limits Employer s liability $100,000.00 $100,000.00 $500,000.00 Each accident/occurrence Disease - per each employee Disease - policy limit (d) Excess/Umbrella Liability $1,000,000.00 Each occurrence/aggregate This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with 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, $500,000.00 bodily injury disease policy limit and $100,000.00 per disease per employee (e) Professional Liability (Errors & Omissions) $1,000,000.00 Each Claim Limit $1,000,000.00 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 PSA - 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 (10) days notice shall be acceptable in the event of non-payment 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 Worth, Texas 76102, with copies to the City Attorney at the same address. 11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations If the City 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 liabihty and to indemnify and defend the City and hold the City harmless from such claim. 13. NOTICES. 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: City of Fort Worth Attn Charles W. Daniels 1000 Throckmorton Fort Worth TX 76102 14. SOLICITATION OF EMPLOYEES. To CONSULTANT: Convergint Technologies LLC Attn: Jack Sigler 2304 Tarpley Road Carrollton, TX 76106-1916 With a copy to: Convergint Technologies LLC Attn: Wally Winkel 1651 Wilkening Road Schaumburg, IL 60173 Neither the City nor Consultant shall, during the teiiii 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 Convergint Technologies LLC Page 7 of 19 during the term of this 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 future occasion. 17. GOVERNING LAW / VENUE. This Agreement shall be construed in accordance with 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 lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. 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; earthquakes; fires; 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 the United States Department of Homeland Security; any arrests and restraints; civil disturbances* or explosions; or some 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 continuance of such event. 20. COUNTERPARTS. This Agreement may be executed in one or more 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 PSA - CFW and Convergint Technologies LLC Page 8 of 19 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 confouus with the warranty, or (b) 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 signify acceptance by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit "B.' 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 the 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. 23. NETWORK ACCESS. If Consultant, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Consultant Personnel"), 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 perform work under this Agreement. Consultant shall complete the Employment Eligibility Verification Form (I-9) maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who perfolnus work under this Agreement. Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perfolun 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. 26. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have had the opportunity to PSA - CFW and Convergint Technologies LLC Page 9 of 19 By: Charl Date: 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. 27. AMENDMENTS / MODIFICATIONS / EXTENSIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written 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 matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this II day of Nflj//pnfr:.'2013. CITY OF FO WORTH: ties es ar By: Mike Brunsen, Vice'President Date: 101217/ i17 /4 zg , Daniels, Asst City Manager APPROVAL RE C O BY 429.`i "A 1 Jeffrey W. I-ialsig ad, Chief of Police Date: //J8/3 APB VE� AS TO�ORM AND LEGALITY: By: Aik Denis McElroyMsistant City Attorney i Contract ATTiEST: By M y uthorization: No M&C Require ayser, City Secretary PSA - CFW and Convergint Technologies LLC CONVEC,1 (11 HNOLOGIES LLC UI l OFFICIAL 'ECORD CITY 3E' . ,rye ;_ AMY "Exhibit A" SCOPE OF WORK Software Licenses Throughout the tenn of this Agreement, Consultant shall provide City with the following software licenses: One (1) Milestone XProtect Corporate Base License Twenty -Five (25) Milestone XProtect Corporate Device Channel Licenses Thirty -One (31) Milestone XProtect Corporate Device Channel Licenses 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 available by manufacturers in order to keep City's installed system operating with the latest technology. Covered software is identified in the equipment list below. Database Management Services Consultant shall supplement the City's internal system administration support by providing front-end database management services, including (i) system programming changes; (ii) standard and custom report set-up and report generation; (iii) assistance with configuration of City's existing on -site system database back-up and (iv) 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 Migration 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 platform in accordance with the timelines outlined in Schedule 1 of Exhibit A. Setting up Mobile Milestone Application. Following City's acceptance of the upgraded and migrated Milestone System, Consultant shall provide personnel on site and via telephone and Internet 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 videographic data from off -site locations This task shall be completed in accordance with the timelines outlined in Schedule 1 of Exhibit A. Opening an Outside Tunnel for to Allow External Access to the Milestone System PSA - CFW and Convergint Technologies LLC Page 11 of 19 Following acceptance of the Virtual Mobile Server, Consultant shall provide personnel on site and via telephone and intend 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 1 of Exhibit A. Customer Service Prouram Annual Preventive Maintenance Once per year throughout the term 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 Dav Response Consultant shall respond (on -site) to City s service calls by the next business day, Monday through Friday 8:00 AM to 5:00 PM Central Time. Preferred Hourly 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 hourly 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 (8:00 AM to 5:00 PM, Central Time) (Monday -Saturday) Holidays $95.00 $95.00 $95.00 PSA - CFW and Convergint Technologies LLC Page 12 of 19 On 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 described herein shall not be subject to any additional hourly service charge. Because the City is less than fifty miles from Carrolton, Texas no time or mileage charges shall apply for Consultant's travel. iCare Manager 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, customer/consultant contact information, online 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 configured by Consultant in conjunction with City Milestone Systems XProtect Software PSA - CFW and Convergint Technologies LLC Page 13 of 19 Schedule 1 to Exhibit A Converg'nt TECHNOLOG ES Estimated Time Start Date Step 2 Days 3 Days 5 Days 5 Days TBD Setting up Milestone Mobile Application. TBD Configuring outside tunnel for others to access Milestone Video. TBD Migrating exiting Milestone Installation to new Hardware Platform. TBD Assist Ft. Worth IT Dept. with Upgrading Milestone Hardware to a New Platform. PSA - CFW and Convergint Technologies LLC Page 14 of 19 EXHIBIT B MILESTONE ACCEPTANCE FORM Services Delivered: Milestone / Deliverable Ref. #: Milestone / Deliverable Name: Unit Testing Completion Date: Milestone / Deliverable Target Completion Date: Milestone / Deliverable Actual Completion Date: Approval Date: Comments (if needed): Approved by Consultant: Approved by City Department Director: Signature: Signature: Printed Printed Name: Name: Title: Title: Date: Date: For Director Use Only Contracted Payment Amount: Adjustments, including penalties: Approved Payment Amount: PSA - CFW and Convergint Technologies LLC Page 15 of 19 EXHIBIT C NETWORK ACCESS AGREEMENT 1. The Network. The City owns and operates a computing 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 Limited Access. Consultant is hereby granted a limited right of access to the City's Network for the sole purpose of providing services in 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. 3. Network Credentials. The City will provide Consultant with Network Credentials consisting of user IDs 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. ii n Services are being provided in accordance with City Secretary Contract No. . Services are being provided in accordance with City of Fort Worth Purchase Order No. Services are being provided 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 services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30) 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 officers 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 PSA - 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 the 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 any other written instructions or guidelines that the City provides to Consultant pursuant to this NAA shall be grounds for the City immediately to deny Consultant access to the Network and Consultant'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 responsible 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 -issued passwords and shall not allow any 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 D7 (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 (0 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 NAA (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. Termination. In addition to the other rights of termination set forth herein, the City may terminate 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 Convergent Technologies LLC Page 17 of 19 7. Information Security. Consultant agrees to 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 threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Consultant -owned 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. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Char - . Daniels Assistant City Manager Date: //. ZC, /, ATTE! By: Cif fy,/Secretary By: AssistCity )rney M & C: No M&C Required yegt/ APVE 1 .AS TO FORM 1L PSA - CFW and Convergint Technologies LLC CONVERiGI By: Name: Mike Brunseri Title: Vice President Date: 101y711 ►Z, • T T 9HNOLOGIES LLC ATTEST: 1)1 kth.Gt By: Name: Valerie Wheeler Title: Administrative Assistant r OFFIICtita RECOR COW SEcRummy �tRy69 Lu EXHIBIT D CERTIFICATE OF INCUMBENCY PSA - CFW and Convergint Technologies LLC Page 19 of 19 CERTIFICATE OF INCUMBENCY OF CONVERGINT TECHNOLOGIES LLC (the "Company") I, WALTER WINKEL, being the Secretary, Vice -President and Chief Financial Officer of the Company, hereby certify that: The following are the names and signatures of all the Officers of the Company: OFFICERS • Name Daniel J. Moceri TBD Walter W. Winkel Title Chief Executive Officer President & Chief Operating Officer Vice -President, Chief Financial Officer & Secretary Jim Boutwell Senior Vice -President Mike Mathes Senior Vice -President Ted Nark Chairman, Vice -President, Treasurer and Assistant Secretary Ben McCown Vice -President, Assistant Secretary and Assistant Treasurer Greg Kubacki Vice -President Barry Yatzor Vice -President Tony Varco Vice -President Signed and Dated, this aCk day of NisD C , 2013. a- t.. Mtn \We. -CA' CKCN Secretary, V.P., and Walter W. Winkel 111 Specimen Signature It is Resolved that the incumbent officers of the Corporation are hereby removed, and the following individuals are hereby elected as the officers of the Corporation, each to serve in the office set forth opposite his name below, until his successor is duly elected and shall have qualified or until his earlier - death, resignation or removal. • CEO — Dan Moceri • President / COO — TBD • Vice -President / Secretary / CFO / General Counsel — Wally Winkel • Senior Vice -President — Jim Boutwell • Senior Vice -President — Mike Mathes • Chairman, Vice -President, Treasurer and Assistant Secretary — Ted Nark • Vice -President, Assistant Treasurer, and Assistant Secretary — Ben McCown • Vice President of Fire and Life Safety Business Development — Barry Yatzor • Vice President of Security Business Development — Tony Varco • Vice President of Human Resources North America — Leslie Evans • Vice -President and General Manager Chicago — Brian Carlson • Vice -President of Business Development — Chicago — Mike Kuhn • Vice -President of Business Development — Chicago — Greg Kubacki • Vice -President of Business Development — Georgia — Ken LaChance • Vice -President of Business Development — Washington State — Jeff Rogers • Vice -President of Business Development — Oregon — Sean Tyrrell • Vice -President of Operations — Georgia — Mike Singer • Vice -President of Operations — Texas — Ben Neikirk • Vice -President of Operations — Dallas — Mike Brunsen • Vice -President of Operations — Washington State — Doug Whidby • Vice -President and General Manager — Washington DC — John Eckman • Vice -President and General Manager — Rob Saunders • Vice President and General Manager — Virginia — Dan Clark • Bill Casali — Assistant Secretary [Rest of this page intentionally left Blank] 8-15-13 Unanimous Consent of Convergent Technologies LLC The resolution adopted during past meetings, shall be reaffirmed as noted below: The right to sign customer contracts shall be for: Total approved contracts with a value equal to or over $10Mshall be vested in: Any two of • Chairman, • CEO, • President/COO, • Vice -Pi esident/CFO, • Senior Vice -President Total approved contracts with a value up to $10A/Ishall be vested in: Any one of • Chairman, • CEO, • President/COO, • Vice-President/CFO, • Senior Vice -President Total approved contracts with value under $250, 000 shall be vested in: Any one of the other officers listed above except Bill Casali Total approved contracts with the stated value shall be vested in: Any one of • General Manager — Colorado — Rob Phillips up to $200, 000 • Operations Manager — Nashville, TN— William Howe zip to $100, 000 • Operations Manager — Oklahoma - Courtney Eslick up to $100, 000 • General Manager of Central Texas — Kevin Popejoy up to $100, 000 • Operations Manager — Minnesota — Joel Ortolan up to $100, 000 • Assistant Secretary — Bill Casali up to $100, 000 • Operations Manager — Portland — Nick McClaugherty up to $200, 000 • General Manager — New York — Chris Horan up 10 $200, 000 • General Manager — Houston — John Northway up to $200, 000 As a note since Convergint Technologies LLC controls the other two operating companies, the officers and signing authority are listed here as a convenience to acknowledge all operations within the Convergint consolidated group. Convergint Technologies LP — A Delaware LP operating in California and Nevada only Officers: • CEO — Dan Moceri —Any value contract • President / COO — TBD —Any value contract • Vice -President / Sectetary / CFO / General Counsel — Wally Winkel —Any value contract • Senior Vice -President —Jim Boutwell —Any value contract • Senior Vice -President — Mike Mathes —Any valve contract • Vice -President, Treasurer and Assistant Secretary — Ted Nark — Contracts under $250,000 • Vice -President, Assistant Secretary and Assistant Treasurer — Ben McCown — Contracts under $250,000 • Vice President and General Manager --Rob Saunders — Contracts under $250,000 • Vice President of Human Resources North America — Leslie Evans — Contracts under $250,000 8-15-13 Unanimous Consent of Convergint Technologies LLC Additional Signing Authority: • General Manager of Northern California — Doug Lyle — Contracts under $100,000 • Operations Manager of Northern California — Debbie Droubay — Contracts under $100,000 Convergint Technologies LTD An Alberta Corporation, operating throughout Canada only Directors: • Director — Dan Moceri —Any value contract • Director — Al Trepanier - Contracts tinder $250,000 Officers: • CEO — Dan Moceri —Any value contract • Pt esident / COO — TBD — Any value contract • Vice -President / Secretary / CFO — Wally Winkel — Any value contract • Senior Vice -President —Jim Boutwell —Any value contract • Senior Vice -President — Mike Mathes —Any value contract • Vice -President, Assistant Treasurer — Ted Nark — Contracts under $250,000 • Vice -President, Assistant Secretary — Ben McCown — Contracts wider $250,000 • Vice -President — Al Trepanier — Contracts under $250,000 • Vice -President — Peter Dixon — Contracts under $250,000 • Vice -President Human Resources — Leslie Evans — Contracts under $250,000 • Treasurer — Kevin Adler — Contracts under $250,000 Additional Signing Authority: • Service Operations Manager — Dale Case — Contracts under $250,000 8-15-13 Unanimous Consent of Convergint Technologies LLC Form (Rev. December 2011) Department of the Treasury Internal Revenue Service Name (as shown on your income tax etum) Convergint Technologies LLC Business name/disregarded entity name, if different from above N 4) a_ c 0 01 C V `o — 0 C = Ilm 0 w v m a to of ar co Check appropriate box for federal tax classification: L Individual/sole proprietor I I C Corporation I S Corporation Request for Taxpayer Identification Number and Certification 11 Partnership L. _I Trust/estate Limited liability company. Enter the tax classification (C—C corporation, S=S corporation, P=partnership) ► c Il Other (see instructions) ► Address (number, street, and apt. or suite no.) 2304 Tarpley Road, Suite 124 City, state, and ZIP code Carrollton, TX 75006 List account number(s) here (optional) Taxpayer Identification Number (TIN) Give Form to the requester. Do not send to the IRS. 0 Exempt payee Requester's name and address (optional) Enter your TIN In the appropriate box. The TIN provided must match the name given on the "Name" line 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 guidelines on whose number to enter. Part II Certification Social security number Employer identification number 316 4 4 4 4 6 2 0 Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I 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 all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined below). Certification instructions. 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 int,gre t d dividends, you are not required to sign the certification, but you must provide your correct TIN See the instructions on page 4. Sign Here Signature of /I U.S. person ► General instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. Date ► /j3 Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. 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 and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. Cat. No. 10231X Form W-9 (Rev. 12-2011) Ae CERTIFICATE OF LIABILITY INSURANCE Page 1 of 2 DATE (MM/DD/YYYY) 10/25/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER INSURED Willis of Illinois, Inc. c/o 26 Century Blvd. P. O. Box 305191 Nashville, TN 37230-5191 Convergint Technologies LLC 201 Location # 201 1651 Wilkening Rd. Schaumburg, IL 60173-5323 COVERAGES CONTACT N AMF- idi� ntn FXT1- 877-945-7378 (A/C Nol• E-MAAnnRIFSS• certificates@willis.com INSURER(S)AFFORDING COVERAGE INSURER A: XL Insurance America INSURER B: Navigators Insurance INSURER C:XL Insurance America, INSUHER ID: Indian Harbor Insurance Company INSURER E: INSURER F: Company Inc. 888-467-2378 NAIC # 24554-002 42307-001 24554-102 36940-002 CERTIFICATE NUMBER:20622558 REVISION NUMBER: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. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ITR A TYPE OF INSURANCE GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY I I PRg-- I LOC A AUTOMOBILE LIABILITY B C D X ANY AUTO ALL OWNED AUTOS X HIRED AUTOS SCHEDULED AUTOS NON -OWNED AUTOS UMBRELLA LIAB X OCCUR X EXCESS LIAB CLAIMS -MADE DED I (RETENTION$ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? Mandatory in NH) f yes, describe under DESCRIPTION OF OPERATIONS below Professional Liability Y/N N ADM Now WVn SUER (NCR(' POLICY NUMBER Y Y CGS740905401 Y Y CAH740002402 POLICY EFF mmaianwr 3/1/2013 3/1/2014 3/1/2013 Y Y CH13EXC704521IV 3/1/2013 N/A Y CWG740002202 CPL7420241 3/1/2013 POLICY EXP !�1 mn/VVVV% 3/1/2014 3/1/2014 3/1/2014 3/1/2013 3/1/2014 LIMITS EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurencel MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE (PRODUCTS - COMP/OP AGG COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY(Per person) BODILY INJURY(Per accident) PROPERTY DAMAGE (Per accident) IEACH OCCURRENCE IAGGREGATE I X I T71RV I IA ITS I IOTH- FR E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT 1,000,000 500,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000 4,000,000 4,000,000 $ 1, 000, 000 $ 1,000,000 $ 1,000,000 $1,000,000 Each Claim $1,000,000 Aggregate DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Atach Acord 101, Additonal Remarks Schedule, if more space is required) THIS VOIDS AND REPLACES PREVIOUSLY ISSUED CERTIFICATE DATED: 10/22/2013 WITH ID: 20610659 Division/Location: Dallas / 201 Re: Professional Services Agreement. CERTIFICATE HOLDER City 1000 Fort of Fort Worth Throckmorton Worth, TX 76102 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE f ,t .vcinu.o aiv.+*) Coll : 4249015 Tp1:1641842 Cert : 20622558 01988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORD 25 (2010/05) AGENCY CUSTOMER ID: 33001717 LOC#: ACO AGENCY Willis of POLICY NUMBER Illinois, See First Page CARRIER See First Page ADDITIONAL REMARKS Inc. ADDITIONAL REMARKS SCHEDULE NAIC CODE NAMED INSURED Convergint Technologies LLC 201 Location ## 201 1651 Wilkening Rd. Schaumburg, IL 60173-5323 EFFECTIVE DATE: See First Page THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE City of Fort Worth, including its employees, officers included as Additional Insureds as respects to General written contract. Page _2_of 2 officials, agent and volunteers are Liability and Auto Liability as required by It is further agreed that such insurance as is afforded shall be Primary and Non -Contributory as respects to General Liability with any other insurance in force for or which may be purchase yd by Additional Insureds. A Waiver of Subrogation in favor of Additional Insureds applies to the General Liability, Auto Liability and Workers 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. ACORD 101 (2008/01) Coll :4249015 Tp1:1641842 Cert : 20622558 0 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: CGS740905401 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Fort Worth, including its employees officers, officials, agent and volunteers as required by written contract. Location(s) Of Covered Operations Division/Location Dallas / 201 Re: Professional Services Agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — 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 "personal and advertising injury" caused, in whole or in part by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) 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 work on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) 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 2010 07 04 O ISO Properties, Inc., 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 modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) Or Organization(s) City of Fort Worth, including its employees, officers, officials, agent and volunteers as required by written contract. Location And Description of Completed Operations Division/Location• Dallas / 201 Re: Professional Services Agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — 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' or "property damage caused, in whole or in part, by "your 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 20 37 07 04 ISO Properties, Inc., 2004 Page 1 of 1 This endorsement, effective 12:01 a.m., 3/1/2013, forms a part of Policy No. CGS740905401 issued to Convergint Technologies LLC 201 By XL Insurance America THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY XLPlus Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. The following 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 • Perils of fire, lightning, explosion, smoke, aircraft or vehicles, riot or civil commotion, vandalism, leakage from fire extinguishing equipment or water damage • Limit increased to $300,000 C. Aircraft Chartered with Crew D. 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 G Broadened Named Insured H. Blanket Additional Insured — Managers or Lessors of Premises I. Blanket Additional Insured — Lessor of Leased Equipment J. Injury to Co -Employees and Co -Volunteer Workers K. Knowledge and Notice of Occurrence or Offense L. Unintentional Omission M. Liberalization N . Blanket Waiver of Subrogation O. Incidental Medical Malpractice Injury P . Extension of Coverage — Bodily Injury Q Coverage Territory Form XIL 436 1208 © 2008, XL America, Inc. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 3 N. BLANKET WAIVER OF SUBROGATION The following is added to Section IV -Commercial General Liability Conditions: Waiver of Subrogation We waive any right of recovery we may have against any person or organization 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 a 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 O. INCIDENTAL MEDICAL MALPRACTICE INJURY 1. For insurance applicable to this Article 0, the definition of "bodily injury" in Section V - Definitions is amended to include, "Incidental Medical Malpractice Injury". 2. The following definition is added to Section V- Definitions: ' Incidental medical malpractice injury" means 'bodily injury", mental anguish, sickness or disease sustained by a person, including death resulting from any of these at any time, arising out of the rendering of, or failure to render, the following services: 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. First aid; or d. 'Good Samaritan Services". As used in this Article O., "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.(1)(d) of Section 11 -Who Is An Insured does not apply to any registered nurse, licensed practical nurse, emergency medical 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 "employees" 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:) Willful Violation 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 'occurrence". 6. This Article O. does not apply if you are in the business or occupation of providing any of the services described in Paragraph 2. above. Form XIL 436 1208 O 2008, XL America, Inc. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 3 7. The insurance provided by this Article O. 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: 3. "Bodily injury" means bodily injury, mental anguish, mental injury, shock, fright, disability, humiliation, sickness or disease sustained by a person, including death resulting from any of these at any time. Q. COVERAGE TERRITORY The definition of "coverage 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 committed 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 suit" brought outside the United States of America (including its possessions and territories), Canada or Puerto Rico Form XIL 436 1208 © 2008, XL America, Inc. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 3 POLICY NUMBER: CAH740002402 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 'bodily injury" or "property damage" 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" causing "bodily injury" 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 Conditions, Other Insurance is amended as follows: 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. All terms, conditions, exclusions and limitations of this Policy shall apply 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. XIC 411 1007 (Authorized Representative) 2007, XL America, Inc. Page 1 of 1 Includes copyrighted 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: BUSINESS 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 Conditions The Transfer 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 Person(s) or Organization(s): All other terms and conditions remain the same. (Authorized Representative) XIC 404 1007 © 2007, XL America, Inc. Page 1 of 1 Includes copyrighted material of Insurance Office, Inc., with its permission POLICY NUMBER CWG740002202 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 organization named in the Schedule. (This 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 Blanket where required by written contract, agreement or permit This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. WC 00 03 13 (04 84 Page 1 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. CGS740905401 issued to Convergint 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(ies) according to the notification schedule shown below: Name of Person(s) or Entity(ies) Mailing Address: Risk Manager, City of Fort Worth 1000 Throckmorton, Fort Worth, TX 76102 All other terms and conditions of the Policy remain unchanged. IXI 405 0910 2010 X.L. America, Inc. All Rights Reserved. May not be copied without permission. Number of Days Advanced Notice of Cancellation: 30 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 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(ies) according to the notification schedule shown below: Name of Person(s) or Entity(ies) Mailing Address: City Attorney, City of Fort Worth 1000 Throckmorton, Fort Worth, TX 76102 All other terms and conditions of the Policy remain unchanged. IXI 405 0910 2010 X L America, Inc. All Rights Reserved. May not be copied without permission. Number of Days Advanced Notice of Cancellation: 30 ENDORSEMENT # IXI 405 0910 This endorsement, effective 12:01 a.m., 3/1/2013 forms a part of Policy No. CAH740002402 issued to Convergint 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(ies) according to the notification schedule shown below: Name of Person(s) or Entity(ies) Mailing Address: Risk Manager, City of Fori Worth 1000 Throckmorton, Fort Worth, TX 76102 All other terms and conditions of the Policy remain unchanged. IXI 405 0910 2010 X.L. America, Inc. All Rights Reserved. May not be copied without permission. Number of Days Advanced Notice of Cancellation: 30 ENDORSEMENT # IXI 405 0910 This endorsement, effective 12:01 a.m., 3/1/2013 forms a part of Policy No. CAH740002402 issued to Convergint 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(ies) according to the notification schedule shown below: Name of Person(s) or Entity(ies) Mailing Address: City Attorney, City of Fort Worth 1000 Throckmorton, Fort Worth, TX 76102 All other terms and conditions of the Policy remain unchanged. IXI 405 0910 2010 X.L. America, Inc. All Rights Reserved. May not be copied without permission. Number of Days Advanced Notice of Cancellation: 30 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 57 (Ed 12/10) ENDORSEMENT #WC 99 06 0712 10 This endorsement, effective 12:01 a.m., 3/1/2013 forms a part of Policy No. CWG740002202 issued to Convergint Technologies LLC 201 by XL Insurance 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' COMPENSATION AND EMPLOYERS' 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 person(s) or entity(ies) according to the notification schedule shown below: Name of Person(s) or Entity(ies) Mailing Address: Risk Manager, City of Fort Worth 1000Throckmorton, Fort Worth, TX 76102 All other terms and conditions of the Policy remain unchanged. Number of Days Advanced Notice of Cancellation: 30 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Insured Insurance Company WC 99 06 57 Ed. 12/10 Policy No. Endorsement No.WC 99 06 57 12 10 Premium Countersigned by 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 12/10) ENDORSEMENT #WC 99 06 0712 10 This endorsement, effective 12:01 a.m., 3/1/2013 forms a part of Policy No. CWG740002202 issued to Convergint Technologies LLC 201 by XL Insurance 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' COMPENSATION AND EMPLOYERS' 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 person(s) or entity(ies) according to the notification schedule shown below: Name of Person(s) or Entity(ies) Mailing Address: City Attorney, City of Fort Worth 1000Throckmorton, Fort Worth, TX 76102 All other terms and conditions of the Policy remain unchanged. Number of Days Advanced Notice of Cancellation: 30 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Insured Insurance Company WC990657 Ed. 12/10 Policy No. Endorsement No.WC 99 06 57 12 10 Premium Countersigned by 2010 X.L. America, Inc. All Rights Reserved. May not be copied without permission.