HomeMy WebLinkAboutContract 45693-AD1 AVIAU)o� SPL
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CITY SECRETAF011�
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Customer Care Program
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City Fort Worth Texas
EOC Service Agreement
Eric Carter
$25,480.60(1 Year)
- -
Start Date May 23,2015
End Date May 22, 2016
LR �' Prepared By: Brian Miller,CTS
Govt/DOD Sales
OFFICIAL RECORD ontrol Room Group(a division of A'VI-SPE
CITY SECRETARY
FT.WORTH, TX
I. COVERAGE
Audio Visual Innovations, Inc., (AVI-SPL) will repair or arrange for the repair of THE COMPANY'S Warranted Covered
Equipment as necessary when such repair is due to a MECHANICAL or ELECTRONIC BREAKDOWN during the Agreement
Period, subject to the conditions contained herein. AVI-SPL's continued adherence to this agreement is subject to the
satisfaction of all terms and conditions of this Agreement by the Customer.
All repairs and replacements will be performed with new or remanufactured parts and components as decided by AVI-SPL.
All parts or components replaced by AVI-SPL shall become the property of
AVI-SPL. (Covered Equipment is listed in detail in Appendix A of this Agreement.)
II. WHAT IS COVERED
A. Scheduled Preventive Maintenance(PM): AVI shall provide two(2)routine preventive maintenance visits,scheduled during
the Covered Period of this Agreement. During each scheduled Preventive Maintenance (PM) visit AVI authorized
technician(s)shall perform the following services as they relate to the COVERED EQUIPMENT outlined below.
• AVI-SPL
• Complete operational check of the system functions including Mitsubishi Hardware
• Replace client furnished projector lamp,reset counter, clean filters,and align
• Detailed inspection and testing of selected system components
• Adjustment of levels and equalization of equipment settings as required to maintain or optimize overall system
performance
• Professional cleaning of record/playback heads,screens,projector lenses and other critical surfaces,as needed
• Mechanical and electrical adjustment of video projectors as needed
• Inspect and repair any faulty wiring or connections•
• Service reports
• Recommendations for any additional services and upgrades
• If abnormal operating conditions outside industry standards are noted during a Preventive Maintenance call and the repair
or correction cannot be accomplished during the PM call,another repair call will be scheduled to correct the noted condition.
In addition, if the repair is not covered by this AGREEMENT as noted in Article IV, AVI-SPL will forward a written quote for
repair to the customer,which will include a description of the condition and a cost to repair.
B. Helpdesk: AVI-SPL's 247 Helpdesk is included with all AVI-SPL Customer Care programs.This service includes unlimited toll-
free phone,e-mail,as well as advance parts replacement,real-time trouble ticket tracking and reporting,detailed statements
of work,global support in the event of international installations, and service level customization,which can include Time
and Materials calls and contracts for onsite work.AVI-SPL will:
• Provide first call pickup within 60 seconds,90%of time
• Log all trouble tickets into tracking system
• Perform diagnostics and analysis remotely if applicable(Telnet,VPN,Extranet,etc.)
• Schedule repairs and/or temp solutions
• Dispatch technicians as needed
C. Parts Repair/Replacement: All parts required for repair of COVERED EQUIPMENT shall be repaired or replaced at AVISPL's
discretion discounted 15% off list price unless CUSTOMER elects to accept optional extended warranty on equipment. If
option for an extended warranty is part of the agreement,AVI-SPL will repair any equipment covered under the agreement.
D. Labor for Repair: Telephone support and all on-site labor for repair of COVERED EQUIPMENT shall be free of charge,except
as excluded by Article IV of this AGREEMENT. All in-shop labor for repair of COVERED EQUIPMENT shall be discounted 10%
off published rates except as excluded by Article IV of this AGREEMENT.
On-site service hours for this AGREEMENT are from 8:00 a.m. to 5:00 p.m. Monday through Friday, excluding holidays.
Telephone support is provided from 24/7/365. Work must begin and end within these on-site service hours or telephone
support hours,based on the service being provided.
Work,which is performed outside these hours, is billable at$180.00 per hour of actual work done on Customer's premises,
Monday through Friday (excluding holidays) and $240.00 per hour of actual work done on Customer's premises Saturday,
Sunday and holidays. By entering into this AGREEMENT the CUSTOMER agrees to allow AVI-SPL to bill for on-site service
provided outside on-site service hours at the corresponding rates as shown in this section. AVI-SPL will invoice the Customer
for any on-site work performed outside on-site service hours and any such invoice will be due net thirty(30)from receipt of
invoice. Any invoices not paid when due shall be considered a breach of this AGREEMENT.
E. Response Time: AVI-SPL agrees to have a technician on the CUSTOMER'S site within 48 hours of a request for service,if such
time frame is requested by the CUSTOMER and within the terms and conditions of this AGREEMENT. AVI-SPL agrees to
respond to the CUSTOMER'S request for service by telephone within two(2)hours of receipt of the request for service.
F. Failure of a Covered Component.
The CUSTOMER must give AV[-SPL access to all COVERED EQUIPMENT at a time within the 48 hours following equipment
failure that is mutually agreeable to both the CUSTOMER and AVI-SPL and is during OUR on-site service hours. If such a time
cannot be mutually agreed upon,AVI-SPL will schedule a service call to the CUSTOMER'S EQUIPMENT LOCATION at the first
available time beyond the 48 hour period during the on-site service hours.
G. Transportation of Parts and Equipment: AVI-SPL will pay for transportation of COVERED EQUIPMENT from the EQUIPMENT
LOCATION to OUR shop for repair. AVI-SPL will pay transportation costs of equipment from the EQUIPMENT LOCATION or
OUR shop to the manufacturer, if manufacturer repair is required. AVI-SPL will pay for transportation of parts and
components ordered in connection with servicing of the COVERED EQUIPMENT. Transportation will be provided by OUR staff
or by commercial carrier. If shipped by commercial carrier, it will be shipped for two-day delivery. Expedited delivery is also
available,upon request. If the CUSTOMER wishes to have the parts expedited,the CUSTOMER agrees to be billed for the cost
difference between the two-day delivery and the expedited delivery.
H. Confidentiality: AVI-SPL acknowledges that during the term of this AGREEMENT, and in the course of performing services
for the CUSTOMER, AVI-SPL may have access to the CUSTOMER'S confidential and proprietary information ("Confidential
Information"). AVI-SPL agrees to strictly maintain the confidentiality of such Confidential Information and will only disclose
such information to OUR service personnel to the extent that such Confidential Information is necessary in the performance
of services under this AGREEMENT. AVI-SPL shall ensure that all service personnel strictly adhere to the obligation of
nondisclosure detailed herein. It is further agreed that neither party shall use the other party's name,trademarks, service
marks, logos,trade names and/or branding without such other party's written consent.
Ill. THE CUSTOMER'S OBLIGATIONS DURING THE AGREEMENT PERIOD
A. Equipment Maintenance and Alteration: The CUSTOMER must provide AVI-SPL with reasonable access to the COVERED
EQUIPMENT for scheduled Preventive Maintenance visits only as necessary for the performance of services under this
contract. The CUSTOMER may not alter, repair or modify the COVERED EQUIPMENT or wiring interconnections except as
expressly directed by AVI-SPL service personnel. The CUSTOMER must operate the equipment as detailed in the user
operations manual provided by the manufacturer with the COVERED EQUIPMENT. The CUSTOMER may not add equipment,
components,wiring or other parts to the COVERED EQUIPMENT without written notification to and acceptance by AVI-SPL.
Repairs to the covered equipment/systems that have been altered or modified without written notification to AVI-SPL,shall
be billed at OUR standard published rate.
IV. WHAT IS NOT COVERED
A. Consumables{lamps,filters,etc...}
B. Failure due to or caused by fire,failure as a result of utility services,failure as a result of poor, unconditioned or fluctuating
electrical power,or natural and environmental causes such as earthquake,tornado, lightning,corrosion,flood,or other acts
of God, or other causes beyond AVI-SPL'S reasonable control. Failures or faults caused by structural, mechanical, electrical,
or plumbing systems or devices not installed by AVI-SPL and not specifically covered under this AGREEMENT.
C. Failure caused by abuse,misuse,or negligence.
D. Any consequential or indirect damages incurred or suffered by the CUSTOMER,or for economic loss,including,but not limited
to inconvenience,loss of profits, loss of business revenue,loss of time, loss of equipment use,or any other economic loss of
any kind whatsoever,even if AVI-SPL has been advised of the possibility thereof.
E. Service required diagnosing the CUSTOMER'S complaint,failure or perceived failure if no mechanical or electrical failure was
found,or improper operation of COVERED EQUIPMENT.
F. Damaged displays caused by image"burn-in".
V. COMMENCEMENT,EXPIRATION,RENEWAL AND CANCELLATION OF AGREEMENT
A. On or before thirty(30)days following the start date of the AGREEMENT:
1. The CUSTOMER may cancel this AGREEMENT and receive refund of the full premium if no benefits have been received
or if no service calls or telephone support have been provided to the CUSTOMER by AV[-SPL.
2. If benefits have been received or if service calls or telephone support has been provided by AVI-SPL,the CUSTOMER may
cancel this AGREEMENT for a refund less the cost of the service performed, based on AVI-SPL'S published rate schedule
or 1/12 the cost of the maintenance plan,whichever is greater.
B. If the COVERED EQUIPMENT is not new and was not provided, installed or serviced by AVI-SPL,
AVI-SPL reserves the right to inspect the equipment prior to the commencement of this AGREEMENT to determine if AVI-SPL
wishes to provide the services covered in this AGREEMENT. If AVI-SPL determines that the equipment is not operating
correctly,properly,or requires service to bring the equipment to good operating condition,AVI-SPL will provide an estimate
to the CUSTOMER regarding the cost of such service. This service is not considered part of this AGREEMENT. If the CUSTOMER
declines to have AVI-SPL perform the work required to bring the COVERED EQUIPMENT up to good operating condition,AVI-
SPL will impose a maintenance inspection fee.
C. AVI-SPL may cancel this AGREEMENT at any time for non-payment of the premium or if the CUSTOMER does not meet the
CUSTOMER'S obligations under Article III. If the CUSTOMER does not meet obligations under Article III or does not pay the
premium within thirty (30) days from receipt of
AVI-SPUS invoice,AVI-SPL has the right to cancel this AGREEMENT upon forwarding written notice of non-payment. In the
event of cancellation due to non-payment,the CUSTOMER agrees to be liable for the full cost of services and parts provided
to the CUSTOMER at the rates published in AVI-SPL'S most current rate schedule. In the event that the CUSTOMER does not
meet the CUSTOMER'S obligations under Article III,AVI-SPL will provide a prorated refund based on the time expired on the
AGREEMENT.
D. The AGREEMENT shall commence upon the receipt of a purchase order or other acceptable payment guarantee, or on the
date identified on the first page of this AGREEMENT,whichever is later. No AGREEMENT on the COVERED EQUIPMENT may
be performed prior to the commencement of the AGREEMENT.
E. The AGREEMENT shall expire on TBD per contract award date. Repair work on the COVERED EQUIPMENT,which was begun
prior to the expiration of the AGREEMENT,shall be completed by AVI-SPL.
E. This AGREEMENT shall not automatically renew. A new AGREEMENT must be written in order to provide coverage beyond
the expiration date of this AGREEMENT. Either the CUSTOMER or AVI-SPL may decline to enter into a new agreement.
H. Limitation of Liability-The foregoing warranties are exclusive and in lieu of all other warranties, whether written or oral,
implied or statutory. In no event will the company be liable for any damages, other than the allocable charges paid by the
buyer for the equipment,whether direct,indirect,special,incidental or consequential,arising from any warranty claims.
VII Definitions: The words listed below have the following meanings in this AGREEMENT:
COVERED Means the equipment for which ELECTRONIC OR Means the inability of a properly
EQUIPMENT AVI-SPL will provide service,as MECHANICAL maintained and operated piece of
listed on the first page of this FAILURE AND COVERED EQUIPMENT to perform
AGREEMENT. BREAKDOWN the function(s)for which it was
designed,due solely to defects in
material or faulty workmanship.
Without limitation, Electronic or
Mechanical Breakdown and
Failure do not include damage due
to negligence,caused by accident,
or the gradual reduction in
performance due to wear and
tea r.
AGREEMENT Means this Service AGREEMENT AGREEMENT Means the period which begins on
which specifies,among other PERIOD the date shown on page one of
things,the CUSTOMER'S Coverage, this agreement,or the receipt by
the AGREEMENT PERIOD,and the us of an acceptable payment
Covered Equipment. guarantee and ends on the
expiration of the time limitation as
set forth in this AGREEMENT
This AGREEMENT is not a manufacturer's warranty or an extension of a manufacturer's warranty. This Service AGREEMENT may
provide duplicate coverage while manufacturer's warranties are in force. This AGREEMENT is not an express, implied or general
warranty and is not a condition of the purchase of the COVERED EQUIPMENT.
VIII. Special Provisions:
"The parties further agree to the terms and conditions outlined in the attached addendum,which is attached hereto and
incorporated herein to be made part of this Agreement. If there are any conflicts between the terms and conditions of the
Agreement and the Addendum,the terms and conditions contained in the Addendum shall control."
Period of Performance Stant:May 23,2015 End:May 22,2016
Accepted for AVI-SPL by: Accepted for CFW by:
Signature Brian Miller Signature
Print Name Brian Miller Print Name cam,
Title Sales Title / � 4 1� ,�
ya
Date July 28,2015 Date /7-,?46 15 0
AV14<S>- SPU
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Appendix A: Covered Equipment
Company Name: City Fort Worth Texas EOC
Contact Name: Eric Carter
Contact Phone Number: TBD
Contract Address: 1000 Throckmorton, Ft Worth TX
Contact Email Address: eric.carter@fortworthgov.org
Customer Number: TBD
The following is a list of the major components covered under the terms and conditions of the Service Agreement
attached herewith.
AVI-SPL—CRG Project# 140I-10-31040
End of document
RECEIVED
P
JUL 31 2015
CITY OF FORT WORTH
CITYSECRETARY ADDENDUM TO CUSTOMER CARE PROGRAM AGREEMENT
C,, BETWEEN AVI-SPL AND CITY OF FORT WORTH
'V
This Addendum is executed by and between Audio Visual Innovations, Inc., ("AVI-SPL") and the City of
Fort Worth,Texas("Customer"or"City"). City and AVI-SPL are each individually referred to herein as a"party"
and collectively referred to as the "parties."The parties agree that these terms and conditions are incorporated into
the Customer Care Program Agreement ("Agreement') as if copied in full. If there are any conflicts between the
terms and conditions of this Addendum and the Agreement, the terms and conditions contained in this Addendum
shall control.
1. Termination.
1.I. Convenience. City may terminate this Agreement at any time and for any reason by providing AVI-SPL
with 30 days written notice of termination.
1.2 Fiscal Fundine Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal
period for any payments due hereunder,the City will notify AVI-SPL 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.
2. Disclosure of Conflicts.
AVI-SPL hereby warrants to the City that AVI-SPL has made full disclosure in writing of any existing or potential
conflicts of interest related to AVI-SPL's services under this Agreement. In the event that any conflicts of interest
arise after the Effective Date of this Agreement, AVI-SPL hereby agrees immediately to make full disclosure to
the City in writing.
3. Richt to Audit.
AVI-SPL 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 AVI-SPL involving transactions relating to this Agreement at no additional cost to the
City. AVI-SPL agrees that the City shall have access during normal working hours to all necessary AVI-SPL
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 AVI-SPL not less than ten (10) days written notice of any
intended audits.
AVI-SPL 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 not less than ten(10)days written notice of any intended audits.
4. Independent Contractor.
It is expressly understood and agreed that AVI-SPL 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, AVI-SPL 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. AVI-SPL acknowledges that the doctrine of
respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and AVI-
SPL, its officers, agents, employees, servants, contractors and subcontractors. AVI-SPL further agrees that
nothing herein shall be construed as the creation of a partnership or joint enterprise between City and AVI-SPL. It
Addendum to Customer Care Program Agreement Between AV]-SPL and CFW Page 1 of 7
�4--1
is further understood that the City shall in no way be considered a Co-employer or a Joint employer of AVI-SPL
or any officers, agents, servants, employees or subcontractors of AVI-SPL. Neither AVI-SPL, nor any officers,
agents, servants, employees or subcontractors of AVI-SPL shall be entitled to any employment benefits from the
City. AVI-SPL shall be responsible 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.
5. LIABILITY AND INDEMNIFICATION.
A. LIABILITY - AVI-SPL 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 - AVl-SPL 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 AVI-SPL'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 OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR
OMISSIONS OF AVI-SPL, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR
EMPLOYEES.
C. INTELLECTUAL PROPERTY INFRINGEMENT —(i) AVI-SPL 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 5C 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)AVI-SPL 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) AVI-SPL 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 AVI-SPL
bears the cost and expense of payment for claims or actions against the City pursuant to this section 5.AVI-
SPL 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 AVI-SPL in doing so. In the event City, for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action 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,AV[-SPL shall fully participate and cooperate with the City in defense of such claim or
action.City agrees to give AVI-SPL 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 AVI-SPL'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
Addendum to Customer Care Program Agreement Between AVI-SPL and CFW Page 2 of 7
result of a settlement or compromise, such use is materially adversely restricted, AVI-SPL 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 AVI-SPL,terminate this
Agreement,and refund all amounts paid to AVI-SPL by the City,subsequent to which termination City may
seek any and all remedies available to City under law.AVI-SPL'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BV THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 6
OF THIS ADDENDUM.
6. INSURANCE.
6.1 The AVI-SPL 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;$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.
c. Defense costs shall be outside the limits of liability.
2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement,
including owned, non-owned, or hired vehicles, 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.
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 AVI-
SPL 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
Addendum to Customer Care Program Agreement Between AVI-SPL and CFW Page 3 of 7
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.
6.2 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 AVI-SPL has obtained all required insurance shall be delivered to
and approved by the City's Risk Management Division prior to execution of this Agreement.
7. Assignment and Subcontracting=-.
AVI-SPL 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 AVI-SPL under which the assignee agrees to be bound by the duties and
obligations of AVI-SPL under this Agreement.The AVI-SPL 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 AVI-SPL referencing this Agreement under which the subcontractor shall agree
to be bound by the duties and obligations of AVI-SPL under this Agreement as such duties and obligations may
apply.AVI-SPL shall provide the City with a fully executed copy of any such subcontract.
8. Compliance with Laws,Ordinances,Rules and Reaulations.
AVI-SPL agrees to comply with all applicable federal, state and local laws, ordinances, rules and
regulations. If the City notifies AVI-SPL of any violation of such laws, ordinances, rules or regulations, AVI-SPL
shall immediately desist from and correct the violation.
9. Non-Discrimination Covenant.
AVI-SPL, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part
of the consideration herein, agrees that in the performance of AVI-SPL'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 AV[-SPL, its personal
representatives, assigns, subcontractors or successors in interest, AVI-SPL agrees to assume such liability and to
indemnify and defend the City and hold the City harmless from such claim.
10. 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)
Addendum to Customer Care Program Agreement Between AVI-SPL and CFW Page 4 of 7
1_j�
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 With Copy to the City Attorney
Attn:Assistant City Manager over EMO at same address
1000 Throckmorton
Fort Worth TX 76102
Facsimile:(817)392-6134
TO CONSULTANT:
Name:Audio Visual Innovation,Inc.
Attn: Steve Benjamin
Address: 6301 Benjamin Road,Suite 101
City, State,Zip Tampa,FL 33634
Facsimile: 888-832-0541
11. 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.
12. No Waiver.
The failure of the City or AVI-SPL 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 AVI-SPL's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
13. Governint=_Law and 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 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.
14. 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.
15. Force Majeure.
The City and AVI-SPL 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 (force majeure), 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.
16. Headinas Not Controlline.
Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part
of this Agreement.
Addendum to Customer Care Program Agreement Between AVI-SPL and CFW Page 5 of 7
17. Review of Counsel.
The parties acknowledge that each parry and its counsel have reviewed 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.
18. Amendments.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth
in a written instrument,and duly executed by an authorized representative of each party.
19. Entirety of Aereement.
The Agreement and this Addendum contain the entire understanding and agreement between the City and
AVI-SPL, 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.
20. Counterparts.
The Agreement and this Addendum 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. An executed Agreement, modification, amendment, or separate signature page shall constitute a
duplicate if it is transmitted through electronic means,such as fax or e-mail,and reflects the signing of the document
by any party. Duplicates are valid and binding even if an original paper document bearing each party's original
signature is not delivered.
21. Warranty of Services.
AVI-SPL 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 AVI-SPL's option, AVI-SPL 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 AVI-SPL for the nonconforming services.
22. Signature Authority.
The person signing the Agreement and this Addendum hereby warrants that he/she has the legal authority
to execute the Agreement and this Addendum 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. Each party is fully entitled
to rely on these warranties and representations in entering into thAgreement or any amend nt hereto.
Executed in multiples this the�day of ,2 ,�)( .
AGREED: AGREED:
CITY OF FORT WORTH: AUDIO V L INNOVATIONS,INC.:
By: By.
Rudy Jacks S ve njamin
Interim Assistant City Manager VP
Date:_ 17-30 • Date: I L
OFFICIAL RECORD
CITY SECRFTA�Y
Addendum to Customer Care Program Agreement Between AVI-SPL and CFW age
FT. WORTH, TX
0
ATTEST: o $�
S
Mary Kayser
City Secretary ° °°"'°°r
APPROV�D AS TO FORNV- ND EGALITY:
By:
Assistant City A omey
CONTRACT AUTHORIZATION:
M&C: N/A
Date Approved:N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
Addendum to Customer Care Program Agreement Between AVI-SPL and CFW Page 7 of 7
DATE(MM/DD/YYYY)
CERTIFICATE OF LIABILITY INSURANCE F 07/17/2015
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 Im
certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT -dp
Aon Risk Services, Inc. of Washington, D.C. PHONE NAME. FAX
1120 20th Street NW (AIC.No.Ext): (866) 283-7122 [AJC (800) 363-0105 a
Washington DC 20036 USA EMAIL p
ADDRESS: _
INSURER(S)AFFORDING COVERAGE NAIC O
INSURED INSURER A: Hartford Fire Insurance Co. 19682
Audio Visual innovations, Inc. INSURER B: Hartford Casualty Insurance Co 29424
6301 Benjamin Road
P.O. Box 261627 INSURER C: Twin City Fire Insurance company 29459
Tampa FL 33685 USA INSURER D:
INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER:570058730234 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
LTR TYPE OF INSURANCE INSD WVD I POLICY NUMBER MMILIMITS
X COMMERCIAL GENERAL LIABILITY 42UENZ15748
MMlDDIYYYY EACH OCCURRENCE $1,000,000
CLAIMS-MADE X❑DCCLIR DAMAGE TO RENTE5 PREMISES Ea occurrence) 51,000,000
MED EXP(Any one person) S10,000
PERSONAL 8 ADV INJURY $1,000,000
GEN'L AGGREGATE LIMIT APPLIESPER: GENERAL AGGREGATE $3,000,0 0
3,000,000
POLICY ❑X JET F-1 LOC PRODUCTS-COMP/OP AGG $3,000,000 Co
OTHER: o
r
B 42 LIEN Zw2032 04/17/2015 04/17/2016 COMBINED SINGLE LIMIT 'r'
AUTOMOBILE LIABILITY
S1,000,000Ea accident
X ANY AUTO BODILY INJURY(Per person) Z
X ALL OWNED X SCHEDULED BODILY INJURY(Per accident) m
AUTOS AUTOS
X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE V
AUTOS Per accident 2:
X $2000 Comp Ded X $2000 Call Ded
B X UMBRELLA LIAR X OCCUR 42RHUNA2100 04/17/2015 04/17/2016 EACH OCCURRENCE 510,000,000 C)
EXCESS LUAB CLAIMS-MADE AGGREGATE S10,000,000
DED X RETENTION S10,000
C WORKERS COMPENSATION AND 42WECN4697 04 17/2015 04/17/2016 PER OTH-
EMPLOYERS'LIABILITY YIN X ISTATUTE
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT 51,000,000
OFFICERIMEMBER EXCLUDED? F9 I'I1A
(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE S1,000,000
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000-_
A E&O-MPL-Primary OOTE0278SS71S 04/17/2015 04/17/2016 CyberTechE&o Occ 55,000,000
cyberTechE&O Agg 55,000,000
Deductible 5100,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more spare is required) Z'J
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
1000 Throckmorton
Fort worth TX 76102 USA � �
01988-2014 ACORD CORPORATION.All rights reserved.
ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD
njamin
Audio Visual R Tam1paeFL 33634oad,Suite 101
813.884.7168 LT 0 Innovations aI8138002828733
www.avispi.com
June 26, 2015
City of Fort Worth Fire Dept.
Office of Emergency Management
ATTN: Betty Santos
1000 Throckmorton St.
Fort Worth,TX 76102
Good day Kathy,
Enclosed are three (3) copies of the OEM Maintenance Agreement; signed by our Executive Vice
President,Steve Benjamin.
We look forward to the return of one fully executed copy. If I can assist further, please do not hesitate to
contact Brian Miller at 301-675-6700.
Respectfully,
Veronica T Bowie
Executive Assistant
vb
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