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HomeMy WebLinkAboutContract 46303 MY SECRETARY CONTRACT NO. 0 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 situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Susan Alanis, its duly authorized Assistant City Manager, and Audio Visual Innovations, Inc., (the "Consultant" or "Contractor"), a Tampa, Florida corporation, and acting by and through Steve Benjamin, its duly authorized Executive Vice President, each individually referred to as a "party" and collectively referred to as the"parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A—Statement of Work plus any amendments to the Statement of Work 3. Exhibit B—Payment Schedule 4. Exhibit C—Milestone Acceptance Form 5. Exhibit D—Network Access Agreement 6. Exhibit E—Signature Verification Form 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 documents, the terms and conditions of this Professional Services Agreement shall control. The term "Consultant" or "Contractor" shall include the Consultant or Contractor, and its officers, agents, employees,representatives,servants,contractors or subcontractors. The term"City"shall include its officers,employees, agents,and representatives. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of providing a remote access system that will allow integration with existing audio visual and broadcast systems of the City's Cable Office and provide video-conferencing call capability during meetings of the Fort Worth City Council. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit"A,"Statement of Work,more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall commence upon the date that both the City and Consultant have executed this Agreement ("Effective Date") and shall continue in full force and effect for one (1) year ("Initial Term"), unless terminated earlier in accordance with the provisions of this Agreement. Following the Initial Term, this Agreement may be renewed at the option of the City for three (3) additional terms of one year each (each a "Renewal Term"). The City shall provide Consultant with written notice of its intent to renew at least thirty(30)days prior to the end of each term. IT Professional Services Agreement rOFFIC71AL ECOitp Revised September],2013 Audio Visual Innovations,Inc. Y ETARY T. H,TX -- P8CEIVED DEC 31 P.M,. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed$235,269.59(the"Contract Amount") in accordance with the provisions of this Agreement and the Payment Schedule attached as Exhibit "B," which is incorporated for all purposes herein. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Convenience. 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 have been appropriated. 4.3 Breach. Subject to Section 29 herein, either party may terminate this Agreement for breach of duty,obligation or warranty upon exhaustion of all remedies set forth in Section 29. 4.4 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of termination. Subject to appropriations and as permitted by law, if such termination is for convenience, the City shall also reimburse Consultant, at cost, for any third party cancellationVestocking fees. 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. Upon termination of this Agreement for any reason, Consultant shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Consultant has received access to City information or data as a requirement to perform services hereunder, Consultant shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's IT Professional Services Agreement Revised September],2013 Audio Visual Innovations,Inc. 2 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. 5.2 Confidential Information. Consultant, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 5.3 Unauthorized Access. 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, in which event, Consultant shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, 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 Contract 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, or the final conclusion of any audit commenced during the said three years 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 and work performed under this agreement,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. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Consultant or any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from the City. Consultant shall be responsible IT Professional services Agreement Revised September],2013 Audio Visual Innovations,Inc. 3 1 and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents,servants,employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION. A. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL 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. B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OVT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF CONSULTANT, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES. C. INTELLECTUAL PROPERTY INFRINGEMENT — (i) The Consultant warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software, analyses, applications, methods, ways, and processes (in this Section 8C each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. (ii) Consultant shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with providing the services, or the City's continued use of the Deliverable(s)hereunder. (iii) Consultant agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark,service mark, trade secret,or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as Consultant bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Consultant shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however,City shall have the right to fully participate in any and all such settlement,negotiations,or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Consultant in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action IT Professional Services Agreement Revised September],2013 Audio Visual Innovations,Inc. 4 brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Consultant shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Consultant timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Consultant's duty to indemnify the City under this Agreement. If the Deliverable(s), or any part thereof,is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Consultant shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Consultant, terminate this Agreement, and refund all amounts paid to Consultant by the City, subsequent to which termination City may seek any and all remedies available to City under law. CONSULTANT'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT. 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 of the Consultant under this Agreement prior to the effective date of 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. 10.1 The Consultant shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 1. Commercial General Liability a. Combined limit of not less than$2,000,000 per occurrence; $4 million aggregate or b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. c.Defense costs shall be outside the limits of liability. 2. Automobile Liability Insurance with a combined limit of not less than$1,000,000 per occurrence. 3. Professional Liability (Errors & Omissions) in the amount of$1,000,000 per claim and $1,000,000 aggregate limit. 4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. IT Professional Services Agreement Revised Septemberl,2013 Audio Visual Innovations,Inc. 5 5. Technology Liability(Errors&Omissions) a. Combined limit of not less than$2,000,000 per occurrence;$4million aggregate or b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. (a) Coverage shall include,but not be limited to,the following: (i)Failure to prevent unauthorized access (ii)Unauthorized disclosure of information (iii)Implantation of malicious code or computer virus (iv)Fraud,Dishonest or Intentional Acts with final adjudication language (v) Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright,trade mark or trade secret,brought against the City for use of Deliverables, Software or Services provided by Consultant under this Agreement. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted.Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Consultant and may not exceed$50,000 without the written approval of the City. Coverage shall be claims-made,with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested,shall be submitted to the City to evidence coverage. 6. Any other insurance as reasonably requested by City. 10.2 General Insurance Requirements: 1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 2. The workers' compensation policy shall include a Waiver of Subrogation(Right of Recovery)in favor of the City of Fort Worth. 3. 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. 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. 4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 6. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. IT Professional Services Agreement Revised Septemberl,2013 Audio Visual Innovations,Inc. 6 11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS. Consultant agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this agreement will also 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 liability 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: City of Fort Worth Audio Visual Innovations,Inc. Attn: Susan Alanis,Assistant City Manager Attn: Dan Grogan 1000 Throckmorton 13859 Diplomat Dr. #180 Fort Worth TX 76102-6311 Dallas,TX 75234 Facsimile: (817)392-8654 Facsimile: (972)243-5450 With Copy to the City Attorney At same address 14. SOLICITATION OF EMPLOYEES. Neither the City nor Consultant shall, during the term of this agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL POWERS/IMMUNITIES IT Professional Services Agreement Revised Septemberl,2013 Audio Visual Innovations,Inc. 7 It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 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 laws of the State of Texas. If any action,whether real or asserted,at law or in equity,is brought pursuant to 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 shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law,ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only,shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised 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. 22. AMENDMENTS. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument,which is executed by an authorized representative of each party. IT Professional Services Agreement Revised September],2013 Audio Visual Innovations,Inc. 8 23. 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. 24. 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. 25. WARRANTY OF SERVICES. 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 warranty within thirty (30)days from the date that the services are completed. In such event, at Consultant's option,Consultant shall either(a)use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or(b)refund the fees paid by the City to Consultant for the nonconforming services. 26. 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 11C." 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 in the form attached. The City's acceptance will not be unreasonably withheld. 27. NETWORK ACCESS. 27.1 City 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 "D" and incorporated herein for all purposes. 27.2 Federal Law Enforcement Database Access. If Consultant, or any Consultant Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City under this Agreement, Consultant shall comply IT Professional Services Agreement Revised September],2013 Audio Visual Innovations,Inc. 9 with the Criminal Justice Information Services Security Policy and CFR Part 20, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. 28. 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 (1-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement.Consultant shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 29. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim,dispute,or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten(10)business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process,the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may,before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 30. REPORTING REQUIREMENTS For purposes of this section,the words below shall have the following meaning: Child shall mean a person under the age of 18 years of age. Child pornography means an image of a child engaging in sexual conduct or sexual performance as IT Professional Services Agreement Revised September],2013 Audio Visual Innovations,Inc. 10 defined by Section 43.25 of the Texas Penal Code. Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input,output,processing, storage,or communication facilities that are connected or related to the device. Computer technician means an individual who, in the course and scope of employment or business, installs, repairs, or otherwise services a computer for a fee. This shall include installation of software, hardware,and maintenance services. If Consultant meets the definition of Computer Technician as defined herein, and while providing services pursuant to this Agreement, views an image on a computer that is or appears to be child pornography, Consultant shall immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children. The report must include the name and address of the owner or person claiming a right to possession of the computer, if known, and as permitted by law. Failure by Consultant to make the report required herein may result in criminal and/or civil penalties. 31. 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. This Agreement, and any amendment(s)hereto, may be executed by any authorized representative of Consultant whose name,title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit"E" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. [Remainder of page left intentionally blank] IT Professional Services Agreement Revised September],2013 Audio Visual Innovations,Inc. 11 IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples this day of:D , ,20&. ACCEPTED AND AGREED: CITY OFFORT WO NAME OF NS 3'IA1YT• Audio Vis t nnovations,Inc. By: Swap lanis By: � stant City Manager dame: Steve Benjamin �0"000°°Opaoao Title: Executive Vice President dp Q$ g Date: .2017 . s AoOOOOaooT�� 0 ATTEST: Mary J.Kayser City Secretary By• Joh ette Chief Exec cer APPROVED AS TO FORM AND LEGALITY: Maleshia B.Farmer Senior Assistant City Attorney CONTRACT AUTHORIZATION: M&C: C-27073 Date Approved: November 11,2014 EOFFICIALRECORD RETARY THY TX IT Professional Services Agreement Revised September],2013 Audio Visual Innovations,Inc. 12 EXHIBIT A STATEMENT OF WORK City of Fort Worth Remote Presence System Proposal Statement of Work/System Description Overall System The City of Fort Worth Cable Office (CoFW)has requested AVI-SPL provide a proposal to design and integrate a system that allows City Council members to attend the Council Chambers meetings from remote locations such as their offices, hotels and homes. The CoFW request is to allow Council members to access the meetings from a"smart pad" (iPad) interface or laptop and computer interfaces. The"Remote Presence System" (RPS)needs to integrate with the existing AV and Broadcast Systems. The RPS also needs to integrate with the existing AV System that feeds the Council Chambers and PreCouncil Chambers so local attendees can see and hear the remote Council members. The RPS needs to integrate into the existing Broadcast System so the remote attendees can see and hear the local Council Chambers attendees. The RPS needs to integrate into the Broadcast System so the meetings with local and remote attendees can be seen by the public over the Fort Worth cable television system. These broadcasts are also archived on the web for the public to view at their convenience. The RPS must be able to be controlled by current Crestron control system. The RPS audio inputs and outputs must integrate with the existing Biamp Audio Digital Signal Processor system. The RPS must work with the HD-SDI system using conversion boxes to convert the inputs and outputs of the RPS system to HD-SDI video. The current request is to provide remote access for up to four people. A future expansion can allow for remote access for six more people. The current request asks for including the infrastructure for up to ten people to obtain remote access when/where it makes sense to so. AVI-SPL has researched several systems that provide a secure and professional method of providing remote presence access to participants with"smart pads", "smart phones" and laptop/desktop computers. Using a professional method of accessing meetings prevents unauthorized access of meetings and `Skype" interruptions that were publicized to have occurred in court trials during professional testimony. AVI-SPL narrowed down the research to two different manufacturer's systems that provide hardware and software to facilitate remote access, and should be able to integrate into the existing AV and Broadcast systems. Our research shows that there are two common factors in both manufacturers' systems. Common Factor#1 is that a video conferencing codec needs to be installed into the existing AV and Broadcast Systems to connect the local Council Chamber members and the remote participants. An advantage of adding the codec to the current system is that any video conference call could be seen in the Council Chambers. Common Factor#2 is that a remote interface server provides the network connection that allows remote users with iPads,Androids or laptops to connect into "virtual rooms"that will connect to the local Council Chamber meetings. The proposed procedure for conducting remote presence meetings is as follows: The CoFW staff will send invitations to remote Council member to attend the meetings. The remote Council members would then download a remote application to their"smart pad" or"smart phone"or laptop. After the application is downloaded and installed,the remote Council member would then be given access to the meeting. Both RPS used similar procedures for conducting remote presence meetings. IT Professional Services Agreement Revised Septemberl,2013 Audio Visual Innovations,Inc. 13 After consultation with the City of Fort Worth team and the equipment vendors it has been mutually decided to pursue the solutions offered by Vidyo. The Vidyo System Vidyo has put together a system to allow remote access to meetings through"Smart Pads", "Smart Phones"and computers through applications that connect to a server access point and multi-point processing. Per CoFW staff's request,this proposal is based on VM software. CoFW will provide their own servers for installation of the Vidyo Software. Included in this proposal are the cut sheets for the Vidyo System with further information on how they work together. Vidyo Router The VidyoRouter is the VM software/license that supports up to 25 concurrent HD connections for video conferencing. Vidyo Portal VidyoPortal is the software/license to manage users, system components and meetings for up to 1000 soft clients. This software also includes the Secure Vidyo Conferencing option. The Vidyo Router and Portal work together to provide communication from remote participants to local participants on the network. Vidyo HD-230-Video Conferencing Codec The connection point into the AV system in the Council Chambers will be the Vidyo 14D-230 video conferencing codec. The Vidyo HD-230 codec is designed to be installed in a conference room system and has HDMI connections for video,3.5mm connections for audio and an USB port for Crestron control. Vidyo Panorama—MultiScreen Video Conferencing Codec Vidyo Panorama is the component that will allow images from remote participants be connected to the Broadcast system. The Vidyo Panorama is video conferencing codec designed to show six separate participants on six separate monitors located on a wall of a conference room. The Vidyo Panorama has six Mini-DisplayPort connections for video, 3.5mm connections for audio and an USB port for Crestron control. Vidyo Gateway There are several video conferencing standards by which video and audio is compressed and de- compressed. Different manufacturers use different standards. The Vidyo Gateway and licensing will allow remote participants that are using video conferencing systems other than Vidyo to call into the Vidyo system in the Council Chambers. The Vidyo Gateway translates the different standards to that which Vidyo uses. This will facilitate calls to and from different locations with different types of equipment. Connection of the Vidyo HD-230 to the Council Chambers AV System VGA Output from Codec and RGBHV Matrix Routers The Vidyo HD-230 codec has HDMI outputs which outputs a digital signal. The codec signal will be converted from HDMI to VGA and sent to a new 24x24 RGBHV-video matrix switcher that will replace IT Professional Services Agreement Revised Septemberl,2013 Audio Visual Innovations,Inc. 14 the current RGBHV 12x12 matrix switcher. A split of the VGA signal will also be sent to the current re- purposed RGBHV 12x12 matrix switcher, which will be relocated to the PreCouncil Chambers rack. As stated above a new RGBHV 24x24 matrix switcher will be installed in the rack where the current matrix router is located. The current RGBHV 12x12 matrix switcher will be re-purposed to the PreCouncil Chambers rack. The current RGBHV scaling switcher that is part of the PreCouncil AV system will be removed. Because the current PreCouncil RGBHV scaling switcher, scales the output of the signals to the various displays in the PreCouncil area, four new VGA scalars will be needed to take the place of the current scaling. Monitors in the Council Chambers The flat panel displays that are in the Council Chambers receive a VGA signal from the current RGBHV 12x12 matrix switcher that is split four ways, so all four monitors show the same image. With the expansion to an RGBHV 24x24 matrix switcher,the monitors will be split into two sets to show the normal meeting images on one set of displays and the RPS tiled image on the other set of displays. If there is not an RPS session,the RPS displays will show normal meeting images. When the Vidyo HD-230 codec shows images during an RPS session, up to eight of the participants will be shown in a tiled image. When one participant speaks,that participant will appear as a larger image on the screens in the Council Chambers. Monitor in the PreCouncil Chambers A new flat panel display will be installed in the PreCouncil Chambers. The re-purposed RGBHV 12x12 matrix switcher will have an output dedicated to this new display. The display will show the RPS tiled image on the display during RPS sessions. If there is not an RPS session,the RPS display will show normal meeting images. When the Vidyo HD-230 codec displays images during an RPS session, up to eight of the participants will be shown in a tiled image. When one participant speaks,that participant will appear as a larger image on the screen in the PreCouncil Chambers. Audio System in Council Chambers The current audio system runs through a Biamp Audia audio digital signal processor(DSP) system. One additional input card and one additional output card will be added to the BiAmp Audia system to connect the audio to and from the Vidyo Room HD-230 codec. Biamp Audia programming will be updated to take the codec signals in to send to the Council Chambers audio system. Audio System in PreCouncil Chambers An additional BiAmp Nexia processor will be installed in the PreCouncil Chambers audio system to connect the Vidyo HD-230 codec to the PreCouncil Chambers audio system. Two audio distribution amplifiers will be installed to distribute the audio signal to the Council Chambers BiAmp Audia system and the Pre-Council Biamp Nexia system. Biamp Nexia programming will be updated to route the codee signals into the audio mix with the Pre- Council audio system. Rack for PreCouncil Chambers System The current rack in the Pre-Council Chambers is filled to capacity. We propose that all of the equipment IT Professional Services Agreement Revised Septeniberl,2013 Audio Visual Innovations,Inc. 15 be removed from the current rack and be re-mounted/installed into a new, larger equipment rack. This will allow the re-purposed RGBHV matrix switcher to be installed in the system along with the third Biamp Nexia DSP. Connection of the Vidyo Panorama to the Broadcast Video Production System Video The Vidyo Panorama codec will have six outputs connecting into the current Sierra Ponderosa HD-SDI matrix switcher. The six Mini-DisplayPort outputs from the Vidyo Panorama are designed to feed six displays, however it is thought(though not tested)that these six Mini-display Port outputs can be converted to HD-SDI and connected to six inputs on the HD-SDI matrix routers. Preliminary testing will verify this assumption. With the six connections to the HD-SDI matrix router,the Vidyo Panorama will be a source that can be routed to any of the inputs on the Ross video production switchers. It will provide the Ross video production switchers with single images of the remote participants. These six connections will also be able to be routed to any other destination on the HD-SDI router such as the DVD and AJA recorders. An HD-SDI-to-HDMI converter will connected to an output of the HID-SDI matrix router to connect to the Vidyo HD-230 codec. The primary source that will be feeding the Vidyo HD-230 codec is the program feed from the video program switcher. Other sources on the HD-SDI router may be routed to the input of the VTC codec such as the Agenda Computers, individual cameras and Council Chambers AV sources. Because the Council Chambers cameras and the PreCouncil Chambers camera are routed through the HID-SDI matrix router and the outputs of both of the video production switchers are routed through the HID-SDI matrix router, no special design or programming needs to be done to differentiate between the Council and the PreCouncil meetings. Audio from the Broadcast Video System No audio will be run into the broadcast audio system from the Panorama. The audio from the Vidyo HD- 230 codec will be routed to the Biamp Audia system. The Biamp Audia will internally route this audio to the broadcast system. This audio will be routed to one of the channels on the audio mixer board so there is some individual control of the audio to the broadcast system from the Vidyo HID-230. In addition to adding the codec to the existing system,the BiAmp Audia system will be reconfigured to add additional audio routing capability to the control room audio mixers. Control To be able to control what video source is sent to the VTC codec,we propose adding a new Sierra SCP- 20 routing switcher control panel to the system. This control panel will reside on the desktop. AVI-SPL will program the routing switcher control panel with new macros that will route the cameras and the Council Chamber sources to the VTC codec input. The additional router controller is being added to enable routing a wide-shot to the codec when remote participants are speaking to avoid video feedback. There will be options to send the Council Chambers' Power Point presentations or the lectern camera to the VTC codec. IT Professional Services Agreement Revised September],2013 Audio Visual Innovations,Inc. 16 Crestron Control Changes Council Chambers System The Mayor and City Secretary touch panels in the Council Chambers would be updated by adding another button to the left side of the panel to enable the City Secretary or the Mayor to switch to the RPS on the two displays that are identified to display the RPS images. Audio will be routed and controlled through the Biamp DSP. Voting system will be updated to allow the City Secretary to vote for any member that is marked as present whether physically present or not. PreCouncil Chambers System The touch panels in the PreCouncil Chambers will be updated by adding buttons to send either the RPS or normal meeting images to the new display. Video Production System A Crestron Control Page will be added to both of the Control Room Touch Panels to allow full control of the VTC codec. These new pages would be part of a new tab at the top of the control panel. Any other additional control that is needed for the Smart Pad, Smart Phone and Computer Interface would be under this tab. Audio will be routed and controlled through the Biamp DSP. The Control Room Touch Panels programming would add button labels to the tabs and pages where the new inputs/outputs for the HD-SDI router are added. The Sierra Ponderosa HD-SDI router will be programmed to add the new source/destination for the VTC codec to the control panels. Audio will be routed and controlled through the BiAmp DSP. Proof of Concept Testing We anticipate the next step will be demonstrations and tests of the Vidyo solutions that are proposed to make sure we will be able to successfully integrate an RPS system for the City of Fort Worth. AVI-SPL is committed to successfully meeting our customer's requirements. We want to make sure that the equipment we specify will meet these requirements. Proof of Concept Testing will utilize the Vidyo Hardware. If the Proof of Concept Testing is successful, the proposed project will continue with installation and commissioning. If the Proof of Concept Testing is not successful,then the project will stop. A post-Proof of Concept meeting can be done to discuss further development of a workable system. Vidyo Hardware AVI-SPL has concerns about the compatibility of interfacing Vidyo RPS equipment into the existing AV and Broadcast systems. Part of this concern is that we are not aware of any RPS systems that are integrated into an AV and Broadcast system that has the complexity of the City of Fort Worth's system. There are two Vidyo hardware components that need to be part of the Proof of Concept tests. These IT Professional Services Agreement Revised Septemberl,2013 Audio Visual Innovations,Inc. 17 components are the Vidyo HD-230 codec and the Vidyo Panorama codec. The Vidyo HD-230 codec will be connected to the existing Extron 12x12 VGA router in the rack room using the VGA and audio ports. Successful testing will allow this codec to be manually routed through the VGA router and to the displays in the Council Chambers. A Vidyo call will be made to this codec to provide media to observe and hear in the Council Chambers. If the call is observed properly and heard properly in the Council Chambers,the Proof-of-Concept testing is successful. The Vidyo Panorama codec has Mini-Display Port connections out to be able to send video signals to six displays. In this project, we want to re-purpose this codec to send these video signals to six inputs to the HD-SDI router that is used to route broadcast signals. In the Proof of Concept test,we will place Cobalt BlueBox HDMI-to-HD-SDI converters, along with Mini-Display Port-to-HDMI cables between the Vidyo Panorama and the Sierra HD-SDI router. Successful completion of this test will allow the signals from the Vidyo Panorama to route through the Sierra HD-SDI router to the Ross Video Production Switcher. The Ross Video Production Switcher should be able to switch sources to a video output. This video output can be sent to the 2nd Street Cable Office. If video from the Vidyo Panorama is seen at the 2nd Street Cable Office,the test is successful. Timeline for Installation and Commissioning AVI-SPL anticipates this project will take approximately eight weeks after the receipt of the purchase order from the City of Fort Worth. The tentative schedule milestones based on the current information is as follows: 8/1/14—Receive purchase order from City of Fort Worth 8/4/14—Proof of Concept process started. 8/15/14—Proof of Concept Testing 8/18/14—Installation drawings complete and equipment ordered. Crestron programming started. 8/22/14—Vidyo software installation begins. 8/29/14—Arrival of equipment. Rack fabrication begins. 9/4/14—Rack Room installation and loop-in begins. 9/12/14—Council Chambers Rack Room Cut-Over—dependent on Council Chambers schedule—Four days—Friday-Saturday-Sunday-Monday. 9/26/14—PreCouncil Chambers Rack Cut-Over—dependent on Council Chambers schedule—Four days —Friday-Saturday-Sunday-Monday. 9/30/14—First use of system. 10/17/14—Punch list/Finish Work/Commissioning/Programming-Complete Conclusion Thank you for allowing AVI-SPL to review your system and research solutions for your Remote Presence System application. We believe this proposal is the final proposal for an appropriate solution for your application. This proposal is based on the visit of Vidyo to the City of Fort Worth Council Chambers on Friday, January 17,2014 and a subsequent visit on June 17,2014. AVI-SPL is committed to successfully meeting our customer's requirements. We welcome your questions and/or comments. IT Professional Services Agreement Revised September],2013 Audio Visual Innovations,Inc. 18 EXHIBIT B PAYMENT SCHEDULE Billing: Monthly progress billing in arrears less 10%retainage. Retainage due upon signoff. Restocking Fees: Subject to appropriations and as permitted by law, in the event Buyer wishes to return any Equipment based on reasons outside of the Company's control,Buyer agrees to pay any and all restocking fees. IT Professional Services Agreement Revised Septemberl,2013 Audio Visual Innovations,Inc. 19 EXHIBIT C 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 Name: Printed Name: Title: Title: Date: Date: For Director Use Only Contracted Payment Amount: Adjustments, including penalties: Approved Payment Amount: IT Professional Services Agreement Revised Septemberl,2013 Audio Visual Innovations,Inc. 20 EXHIBIT D NETWORK ACCESS AGREEMENT 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Contractor wishes to access the City's network in order to provide a remote access system that will allow integration with existing audio visual and broadcast systems of the City's Cable Office and provide video-conferencing call capability during meetings of the Fort Worth City Council. In order to provide the necessary support, Contractor needs access to the internet as well as the DMZ network where the following changes will be necessary: TCP Port 80 for HTTP—Outbound to VidyoPortal TCP 443 for HTTPS—Outbound to VidyoPortal TCP 17990 for SCIP—Client Connection to VidyoRouter TCP 17992 for EMCP—Client Connection to VidyoManager UDP 50,000—65,535—RTP, sRTP,RTCP -Bi—directional to/from VidyoRouter 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing a remote access system that will allow integration with existing audio visual and broadcast systems of the City's Cable Office and provide video-conferencing call capability during meetings of the Fort Worth City Council. Such access is granted subject to the terms and conditions forth in this Agreement 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 Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Contractor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one (1) year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. This Agreement will be associated with the Services designated below. ❑ 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 Agreement to which this Access Agreement is attached. ❑ No services are being provided pursuant to this Agreement. 4. Renewal. At the end of the first year and each year thereafter, this Agreement 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 Agreement, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. IT Professional Services Agreement Revised Septemberl,2013 Audio Visual Innovations,Inc. 21 Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor 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 Agreement. 5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 5.1 Notice to Contractor Personnel—For purposes of this section, Contractor Personnel shall include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be responsible for specifically notifying all Contractor Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: (a) Contractor shall be responsible for any City-owned equipment assigned to Contractor Personnel, and will immediately report the loss or theft of such equipment to the City (b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally- owned computer equipment to the City's Network (c) Contractor 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) Contractor 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 Contractor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information (f) Contractor Personnel shall not copy or duplicate electronic information for use on any non-City computer except as necessary to provide services pursuant to this Agreement (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 Contractor Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications software provided by the City fi•om all computing equipment used and owned by the Contractor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Contractor 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. Contractor 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 Contractor-owned equipment that contains City-provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City- IT Professional Services Agreement Revised September],2013 Audio Visual Innovations,Inc. 22 provided Network credentials, and unauthorized use or sharing of Network credentials. [Signature Page Follows] ACCEPTED AND AGREED: Y OF-)FORT WO11kTH: AUDIO VISU INNO IONS,INC.: OR 0 , By. ° U Is Ste Benjamin �g A sl grit ity Man ger Tit e. Executive Vice President $ Pat e0 t drO( Date: % oIF _ T. n ATTEST: . &5 By: City Secretary Name: n e1 5t Title: C 1ef-E-xeeutive Officer APPROVED AS RM AND LEGALITY: Assistant City A orney M&C: none required t>��� B IL�pceGd 9� `l GRr-'78RV WO)k46A9 K, IT Professional Services Agreement Revised Septemberl,2013 Audio Visual Innovations,Inc. 3 2 EXHIBIT E VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company: Audio Visual Innovations, Inc.dba AVI-SPL Legal Address: 13859 Diplomat Drive, Suite 180,Dallas,Texas 75234 Services to be provided: Consultant will provide a remote access system that will allow integration with existing audio visual and broadcast systems of the City's Cable Office and provide video-conferencing call capability during meetings of the Fort Worth City Council. Execution of this Signature Verification Form ("Form")hereby certifies that the following individuals and/or positions have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company. Company will submit an updated Form within ten(10) business days if there are any changes to the signatory authority. T e City is entitled to rely on any current executed Form until it receives a revised Form that y1bbeen rly executed by the Company. 1. Name: StePosition: President Signatur 2. Name: Position: Signature 3. Name: Position: Signature Name: John Zettel Signat of Pr 'dent/ Other Title: Date: la J IT Professional Services Agreement Revised Septemberl,2013 Audio Visual Innovations,Inc. 2 Iv1&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas Cl Ill LUOUNCILAGENDA FORTWORTH COUNCIL ACTION: Approved on 11/11/2014 - Ordinance No. 21525-11-2014 04AUDIO VIDEO REFERENCE ** INNOVATIONS VIDEO- DATE: 11/11/2014 NO : C-27073 LOG NAME: CONFERENCING CABLECAST SOLUTN CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of a Professional Services Agreement with Audio Visual Innovations, Inc., in the Amount of$235,269.59 for a Vidyo Video-Conferencing Solution that will Integrate Video Conferencing with the Cablecasting Control Rooms for the Cable Communications Office Using a Cooperative Contract and Adopt Appropriation Ordinance Increasing Estimated Receipts and Appropriations in the Special Trust Fund, the City Public, Education and Governmental Fee Fund (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of a Professional Services Agreement with Audio Visual Innovations, Inc., in the amount of$235,269.59 for a Vidyo video-conferencing solution for the Cable Communications Office using General Services Administration Contract No. GS-03F-0037M; and 2. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Special Trust Fund, the City Public, Education and Governmental Fee Fund, in the amount of $235,269.59 from available funds for the purpose of funding certain capital expenses related to the City's Cable facilities. DISCUSSION: The 83rd Legislative Session changes included HB 2412 authorizing a governmental body to conduct public meetings via video-conference call. In addition, there is an opportunity to expand citizen engagement by occasionally allowing simultaneous participation in City Council meetings or Town Hall events from offsite locations. IT Solutions and the Cable Office of the Communications and Public Engagement Department partnered to design a system that would allow the City Council Members and in some instances, citizens to participate in public meetings via video-conference in accordance with HB 2412 and aligned with City goals and infrastructure to provide a user-friendly, robust and simple video-conferencing solution. IT Solutions and the Cable Office plan to contract with Audio Visual Innovations, Inc., to install the Vidyo video-conferencing system to provide video-conferencing capability to the City Council. Vidyo provides a solution that enables easy-to-use video-conferencing from a variety of tablets, laptops, etc., which will also integrate with the City's audio/visual and cable broadcast systems. This integration will allow the recording and broadcasting of the City Council meetings to be consistent for Council members whether they are in the Council Chambers or using the technology to remotely attend a meeting. Audio Visual Innovations, Inc., supports the current AV/broadcast configuration and has experience implementing Vidyo. The Agreement for the Council Chamber, Pre-Council Chamber and control room cablecasting improvements is in the amount of$235,269.59. Funding is from the Special Trust Fund, City Public, Education and Governmental (PEG) Fee Fund. In accordance with the Texas Utilities Code, PEG http://apps.cfWnet.org/council_packet/mc review.asp?ID=20 07 8&councildate=11/11/2014 12/29/2014 M&C Review Page 2 of 2 fees are paid by cable television subscribers and remitted to the City for use in paying capital expenses associated with the City's Cable facilities. Sufficient funds have accumulated in the PEG Fee Fund to finance the Vidyo video-conferencing system and cablecasting enhancement project. The Vidyo video-conferencing system and cablecasting enhancements will include hardware such as monitors, codecs and routers, as well as the software and licensing necessary to run the system. COOPERATIVE PURCHASING - State law provides that a local government purchasing an item/services under a Cooperative Purchasing Agreement satisfies state laws requiring that the local government seek competitive bids for purchase of the item/services. GSA contracts have been competitively bid to increase and simplify the purchasing power of government entities. PRICE ANALYSIS - There is no purchasing history for these types of high technology broadcasting improvements. Staff has reviewed the pricing and determined it to be fair and reasonable. M/WBE OFFICE-A waiver of the goal for MBE/SBE subcontracting requirements was requested by IT Solutions Department because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. 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. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that upon approval of the above recommendations and adoption of the attached appropriation ordinance, funds will be available in the current capital budget, as appropriated, of the Special Trust Fund. TO Fund/Account/Centers FROM Fund/Account/Centers 2) FE72 541350 002500100000 $235,269.59 1) FE72 541350 002500100000 $235,269.59 2) FE72 488900 002500100000 $235,269.59 Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Steve Streiffert (2221) Additional Information Contact: Eric Upchurch (8680) Jack McGee (6169) ATTACHMENTS 04AUDIO VIDEO INNOVATIONS VIDEO-CONFERENCING CABLECAST SOLUTN A014.doc http://apps.cfwnet.org/council_packet/mc review.asp?ID=20078&councildate=11/11/2014 12/29/2014 ACd ® DATE(2MM 2 YYY) 014 CERTIFICATE OF LIABILITY INSURANCE 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 CONTACT 'O NAME: Ann Risk Services, Inc. of Washington, D.C. PHONE (g66) 283-7122 FAX (800) 363-0105 d 1120 20th street NW (AIC.No.E,t): A/C.No.: a Washington DC 20036 USA E-MAIL o ADDRESS: 2 INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURERA: Hartford Fire Insurance Co. 19682 Audio Visual Innovations, Inc. INSURER B: Hartford Casualty Insurance Co 29424 6301 Benjamin Road P.D. Box 261627 INSURER C: Twin City Fire insurance Company 29459 Tampa FL 33685 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:570056059424 REVISION NUMBER: 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. Limits shown are as requested S TYPE OF INSURANCE SUBR POLICY NUMBER —POLICY POLICY P LIMITS LTR INSD WVD MM/DD MMIDO/YYYY A X COMMERCIAL GENERAL LIABILITY UENZI OT_ Ol 0 1 EACH OCCURRENCE $1,000,000 DAMAGE TO CLAIMS-MADE X❑OCCUR PREMISES(Ea occurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 N GENERAL AGGREGATE $3,000,000 6 GENT AGGREGATE LIMIT APPLIES PER: POLICY ❑PRO ❑LOC PRODUCTS-COMP/OP AGG $3,000,000 S JECT 0 0 OTHER: r B AUTOMOBILE LIABILITY 42 LEN ZW2032 04/17/2014 04/17/2015 COMBINED SINGLE LIMIT a accident $1,000,000 N 11XX ANY AUTO BODILY INJURY(Per person) Z ALL O WNED X SCHEDULED BODILY INJURY(Per accident) AUTOS AUTOS PROPERTYDAMAGE HIRED AUTOS X NON-OWNED er accident AUTOS$1000 Camp Ded X $1000 Coll Ded d B 4XUMBRELLA LIA6 X OCCUR 42RHUNA2100 04/17/2014 04/17/2015 EACH OCCURRENCE $10,000,000 C) EXCS LIAB CLAIMS-MADE AGGREGATE $10,000,000 ED RETENTION C WORKERS COMPENSATION AND 42WECN4697 04/17/2014 04/17/2015 X I STATUTE ERH EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,00-0 OFFICER/MEMBER EXCLUDED? N NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 Ifyes,describe under E.L.DISEASE-POLICY LIMIT S1,000,06-0—_ DESCRIPTION OF OPERATIONS below A E&O-MPL-Primary OOTE027855714 04/17/2014 04/17/2015 Ea Wrongful Act $1,000,000 Professional/Cyber Liabil Aggregate $1,000,000 Deductible $100,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Qd City of Fort Worth its employees, officers, officials, agents and volunteers are included as Additional Insured in accordance with the policy provisions of the General Liability policy as its interests may appear. A Waiver of Subrogation is granted in favor of City of Fort worth in accordance with the policy provisions of the General Liability, Automobile Liability and workers' compensation policies. CERTIFICATE HOLDER 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. City Of Fort Worth AUTHORIZED REPRESENTATIVE Attn: Risk Manager �a 1000 Throckmorton � Fort worth Tx 76102 USA ck[�cra✓2ii cJabtvicf—AL, ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD