Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
R2019-190 2019-08-12
RESOLUTION NO. R2019-190 A Resolution of The City Council of the City of Pearland,Texas,authorizing the City Manager or his designee to participate in an interlocal cooperative pricing arrangement with the Texas Department of Information Resources (DIR)for the purchase of video equipment for the Traffic Operation Center, from DataVox, in the estimated amount of$74,980.09. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That contract pricing has been obtained through interlocal cooperative partner DIR for the purchase of video equipment to serve the Traffic Operations Center. Section 2. That the City Manager or his designee is hereby authorized to participate in an interlocal cooperative pricing arrangement with the DIR for the purchase of video equipment, in the estimated amount of$74,980.09. PASSED, APPROVED and ADOPTED this the 12th day of August, A.D., 2019. 6c_ot • TOM REID - • MAYOR ATTEST: MARIA RODRIGUEZ INTERIM CITY SECRETARY APPROVED AS TO FORM: c113;y:—. -- DARRIN M. COKER CITY ATTORNEY Resolution No. • ° R2019-190 A° City of Pearland lian"'� 3519 Liberty Drive (sr. t,q° Pearland, TX 77581 General Services Contract This Contract (Contract) is made between the City of Pearland, Texas (City), and Contractor. The City and Contractor agree to the terms and conditions of this Contract, which consists of the following parts: I. Summary of Contract Terms II. Signatures Ill. Standard Contractual Provisions IV. Special Terms and Conditions V. Additional Contract Attachments I. Summary of Contract Terms. Contractor: DataVox, Inc. 6650 W. Sam Houston Pkwy S. Houston, TX 77072 Description of Services: Furnish and install required equipment for the upgrade to the existing Traffic Operations video wall. Contract Amount: $74,980.09 Effective Date: August 13, 2019 Termination Date: February 12, 2020 Renewal: None Available II. Signatures. By signing below, the parties agree to the terms of this Contract: CITY OF PEARLAND* 7e614:—TRA O': r> . O icer Date -riff VP - •u:i. ' s - - • ons Date: ;-111i y a?, i.%Ict 'IRMO by: eat.: 7'—r " City anager Assistant City Manager Director Program Manager *Contract Signature Authority: Program Manager-$5,999 or less Director- $6,000 to $30,000 City Manager/Assistant City Managers -$30,001 to $50,000 City Council Resolution -$50,000+ III. Standard Contractual Provisions. A. Definitions. Contract means this Standard Services Contract. Services means the services for which the City solicited bids or received proposals as described in Exhibit A, attached hereto. B. Services and Payment. Contractor will furnish Services to the City in accordance with the terms and conditions specified in this Contract. Contractor will bill the City for the Services provided at intervals of at least 30 days,except for the final billing.The City shall pay Contractor for the Services in accordance with the terms of this Contract, but all payments to be made by the City to Contractor, including the time of payment and the payment of interest on overdue amounts, are subject to the applicable provisions of Chapter 2251 of the Government Code. C. Termination Provisions. (1) City Termination for Convenience. Under this paragraph, the City may terminate this Contract during its term at any time for the City's own convenience where the Contractor is not in default by giving written notice to Contractor. If the City terminates this Contract under this paragraph, the City will pay the Contractor for all services rendered in accordance with this Contract to the date of termination. (2) Termination for Default. Either party to this Contract may terminate this Contract as provided in this paragraph if the other party fails to comply with its terms. The party alleging the default will give the other party notice of the default in writing citing the terms of the Contract that have been breached and what action the defaulting party must take to cure the default. If the party in default fails to cure the default as specified in the notice,the party giving the notice of default may terminate this Contract by written notice to the other party,specifying the date of termination. Termination of this Contract under this paragraph does not affect the right of either party to seek remedies for breach of the Contract as allowed by law, including any damages or costs suffered by either party. (3)Multi-Year Contracts and Funding. If this Contract extends beyond the City's fiscal year in which it becomes effective or provides for the City to make any payment during any of the City's fiscal years following the City's fiscal year in which this Contract becomes effective and the City fails to appropriate funds to make any required Contract payment for that successive fiscal year and there are no funds from the City's sale of debt instruments to make the required payment, then this Contract automatically terminates at the beginning of the first day of the City's successive fiscal year of the Contract for which the City has not appropriated funds or otherwise provided for funds to make a required payment under the Contract. D. Liability and Indemnity. Any provision of any attached contract document that limits the Contractor's liability to the City or releases the Contractor from liability to the City for actual or compensatory damages, loss, or costs arising from the performance of this Contract or that provides for contractual indemnity by one party to the other party to this Contract is not applicable or effective under this Contract. Except where an Additional Contract Document provided by the City provides otherwise, each party to this Contract is responsible for defending against and liable for paying any claim, suit, or judgment for damages, loss, or costs arising from that party's negligent acts or omissions in the performance of this Contract in accordance with applicable law.This provision does not affect the right of either party to this Contract who is sued by a third party for acts or omissions arising from this Contract to bring in the other party to this Contract as a third-party defendant as allowed by law. E. Assignment. The Contractor shall not assign this Contract without the prior written consent of the City. F. Law Governing and Venue. This Contract is governed by the law of the State of Texas and a lawsuit may only be prosecuted on this Contract in a court of competent jurisdiction located in or having jurisdiction in Brazoria County, Texas. G. Entire Contract. This Contract represents the entire Contract between the City and the Contractor and supersedes all prior negotiations, representations,or contracts,either written or oral. This Contract may be amended only by written instrument signed by both parties. H. Independent Contractor. Contractor shall perform the work under this Contract as an independent contractor and not as an employee of the City. The City has no right to supervise, direct, or control the Contractor or Contractor's officers or employees in the means, methods, or details of the work to be performed by Contractor under this Contract. The City and Contractor agree that the work performed under this Contract is not inherently dangerous,that Contractor will perform the work in a workmanlike manner, and that Contractor will take proper care and precautions to insure the safety of Contractor's officers and employees. I. Dispute Resolution Procedures. The Contractor and City desire an expeditious means to resolve any disputes that may arise between them regarding this Contract. If either party disputes any matter relating to this Contract, the parties agree to try in good faith, before bringing any legal action, to settle the dispute by submitting the matter to mediation before a third party who will be selected by agreement of the parties. The parties will each pay one-half of the mediator's fees. J. Attorney's Fees. Should either party to this Contract bring suit against the other party for breach of contract or for any other cause relating to this Contract, neither party will seek or be entitled to an award of attorney's fees or other costs relating to the suit. K. Severability. If a court finds or rules that any part of this Contract is invalid or unlawful, the remainder of the Contract continues to be binding on the parties. IV. Special Terms or Conditions. None. V. Additional Contract Documents. The following specified documents attached to this Contract are part of this Contract, except as follows: any provision contained in any of the Contractor's Additional Contract Documents specified below that conflicts with a Contract provision not included in the Contractor's Additional Contract Documents, does not apply to this Contract. A. Contractor's Additional Contract Documents: Exhibit A— Contractor's Scope of Services B. City's Additional Contract Documents: 1. Scope of Services. 2. City standard insurance requirements EXHIBIT A CONTRACTOR'S SCOPE OF SERVICES DataVox, Inc. will furnish and install required equipment for the upgrade to the existing Traffic Operations video wall. This order includes all the items listed in the attached proposal. •' Cityof Pearland Purchasing Department 281.652.1767 or 3519 Liberty Drive 281.652.1790 'r. Pearland,TX 77581 Fax 281.652.1738 Contractor Insurance Requirements &Agreement Requirements Contractors performing work on City property or public right-of-way for the City of Pearland shall provide the City a certificate of insurance or a copy of their insurance policy(s)evidencing the coverages and coverage provisions identified herein. Contractor's insurance will be primary payer.Contractors shall provide the City evidence that all subcontractors performing work on the project have the same types and amounts of coverages as required herein or that the subcontractors are included under the contractors policy. All insurance companies and coverages must be authorized by the Texas Department of Insurance to transact business in the State of Texas and must be acceptable to the City of Pearland Listed below are the types and amounts of insurances required The City reserves the right to amend or require additional types and amounts of coverages or provisions depending on the nature of the work. TYPE OF INSURANCE AMOUNT OF INSURANCE PROVISIONS 1. Workers'Compensation Statutory Limits City is to be listed as additional Employers'Liability 5100.000 per occurrence insured with wavier of subrogation and 30 day notice of cancellation or material change in 2. Commercial General(Public) Personal Injury-S1.000,000 per coverage. Liability to include coverage for. person;Property Damage- a) Premises/Operations S1,000,000 per occurrence; b) Products/Completed General Aggregate-S1.000.000 Operations c) Independent Contractors d) Personal Injury e) Contractual Liability 3 Business Auto Liability to include Combined Single Limit- coverage for. 51.000.000 a) Owned/Leased vehicles b) Non-owned vehicles c) Hired vehicles Certificate of Insurance forms may be emailed lo-Purchasing Department at ebidsaoearlandtx Got. Questions regarding required insurance should be directed to City of Pearland Purchasing Department.at ebidsaloearlandtx Gov This form must be signed and returned with your bid/quotation.You are stating that you do have the required insurance and if selected to perform work for the City.will provide a certificate of insurance,and a copy of insurance policy with the above requirements to the City. A purchase order will not be issued without evidence of required insurance. Agreement I agree to provide the above described insurance coverages within 10 working days if selected to perform work for the City of Peartartd.I also agree to provide the City evidence of insurance coverage on any and all subcontractors performing work on the project. Project/Bid k 170306 Company: DataVox, Inc. -� Signature and Printed Name: John Layto House Bill 89 Verification I, John Layton (Person name), the undersigned representative (hereafter referred to as "Representative") of DataVox, Inc. (company or business name, hereafter referred to as ''Business Entity"), being an adult over the age of eighteen (18) years of age, after being duly sworn by the undersigned notary, do hereby depose and affirm the following: 1. That Representative is authorized to execute this verification on behalf of Business Entity; 2. That Business Entity does not boycott Israel and will not boycott Israel during the term of any contract that will be entered into between Business Entity and the City of Pearland; and 3. That Representative understands that the term"boycott Israel" is defined by Texas Government Code Section 2270.001 to mean refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-contro -- : ritory, but does not include an action made for ordinary business purposes. NATURE OF REPRESENTATIVE SUBSCRIBED AND SWORN TO BEFORE ME, the undersigned authority, on this ✓u; ii qday of )vtAiti , 201. '/V771 r MARISSA DO Notary Public ;Notary Public. State of Texas Comm. Expires 03-11.2020 Notaty ID 130578392 Audio Visual Proposal for City of Pearland 3519 Liberty Drive Pearland,TX 77581 Traffic Operations Video Wall Project Revision: 2 Last Modified: 7/10/2019 Note: This proposal is valid until 9/30/2019 Account Manager Jeff Dixon System Design Matthew Ferguson, CTS-D `4�NNO1001 AVIA W CTS-D H J ti TIPS ` THE INTERLOCAL PURCHASING SYSTEM TIPS Contract Number: 170306 DaraVox 6650 W. Sam Houston Pkwy S. I Houston, TX 77072 1713-881-5300 5049 Edwards Ranch Rd 4th Floor I Fort Worth, TX 76109 1817-288-2700 DataVox Corporate Profile Datav Advanced Technology Solution Partner Since 1988 Data VWC 0 _ A d_ i = _A,Ailedip F n/� 99E lI IkiiiiIth -II Minn i 1 intilii weinsump !nu 111" .1 MIMI ® riallNIl IS I®I It111 IrlJR !I9!LWJLI r DataVox Summary Since 1988, thousands of businesses have counted on Data Vox to be their trusted advanced technology partner. With DataVox,your organization can enjoy the convenience of working with a single company to design, implement and maintain all aspects of their technology needs. From audio visual, to data center, cloud, network technology, network cabling,phone systems and physical security solutions. Our award-winning customer service team is here to assist your organization 24 hours a day, 7 days a week. Products and Services Immil cr\m) iii g.= ©I ....= Audio Visual Cisco Systems Cloud Cyber Data Center IT Support& Solutions Security Technologies Managed Services Wit, ii 0 el Oy�O MC si EIDEICI I aoo ��mmm � O ... O o00 o00 Mobility Network Network Phone Physical Smart Cabling Technology Systems Security Building This document is confidential and the property of Data Vox.Any copy or reuse of this document,its contents, recommendations and/or solutions in whole or part is strictly prohibited without prior written consent of DataVox. * Price Includes Accessories © 2019 DataVox, Inc.All rights reserved 7/10/2019 Page 2 of 21 City of Pearland DataVox Traffic Operations Video Wall Project DATAV-6584 SCOPE OF WORK Description of Services This section describes the standard Audio Visual services that DataVox will provide the Customer.The services are described by typical location or room. PROJECT SPECIFIC ASSUMPTIONS AND CONSIDERATIONS: • Any modification to power and plywood backing at the display locations will need to be provided by others. • DataVox has included decommission labor to remove all existing AV equipment in the room,excluding the video wall displays and wall mounts.The Customer is responsible for transportation,storage,and/or disposal of all decommissioned equipment. Traffic Operations • • Displays: • DataVox will utilized(12)owner furnished and currently installed 55"LCD video wall displays mounted in a 4x3 video wall configuration.DataVox has included labor to re-align the existing video wall displays and wall mounts. • Audio: • Audio reinforcement is not included in this proposal. • Video Switching: • DataVox will provide and install(1)TVONE CORIOmaster video wall processor with(6)HDMI inputs and(12)HDMI outputs. • Video Sources: • DataVox will utilize(1)owner provided PC with dual HDMI outputs mounted under the desk area. • DataVox will utilize(2)owner provided cable boxes with HDMI outputs mounted in the AV rack.These cable boxes will be controlled through Crestron via IR. • Transmitters and Receivers: • DataVox will provide and install(2)Crestron DM Lite HDMI transmitter and receiver systems which will extend the HDMI outputs from the PC to the video wall processor. • DataVox will provide and install(12)Liberty AV 33'18G active optical plenum rated HDMI cables which will extend HDMI outputs from the video wall processor to the displays. • Control: • Data Vox will provide and install(1)Cisco 8-port POE gigabit network switch for IP control connectivity.DataVox will coordinate with the client's IT team on the network switch configuration. • DataVox will provide and install(1)Crestron 3 Series control processor for control processing in the room. • DataVox will provide and install(1)Crestron 10"tabletop touch screen control panel at the desk area which will control AV functionality in the room.The touch panel will be programmed as follows: • Displays On/off • Video Wall Layout Presets(Up to 10 Presets) • Source Selection • Cable Box Controls • Note:Additional video wall controls and layout configurator will be provided by the CORIOgrapher v2 video wall design software. • Equipment Rack: • DataVox will provide and install(1)Middle Atlantic 14RU equipment rack on casters in the room directly behind the video wall This document is confidential and the property of Data Vox.Any copy or reuse of this document,its contents, recommendations and/or solutions in whole or part is strictly prohibited without prior written consent of Data Vox. * Price Includes Accessories © 2019 DataVox, Inc.All rights reserved 7/10/2019 Page 3 of 21 City of Pearland DataVox Traffic Operations Video Wall Project DATAV-6584 with rack shelves,power distribution with cooling,and UPS battery backup. Training DataVox will provide one hands-on training session as coordinated with the Customer.All users of the system should be present at this training session to learn basic operation and light maintenance.Additional training sessions are available upon request at additional charge. Out of Scope Services The following services are outside the scope of work: • All conduits,such as high voltage wiring panels,breakers,relays boxes,and receptacles • Any related electrical work,including but not limited to 110VAC,conduit,core drilling,raceway and boxes • Concrete saw cutting and core drilling • Firewall,ceiling,roof and floor penetration patching,removal or fire stopping • Any audio visual consulting services to configure existing audio visual devices outside the audio visual devices provided within this SOW and the Audio Visual Proposal. • Necessary sheet rock replacement and repair • Necessary ceiling tile or T-bar modifications,replacement and repair • Any and all millwork(for example,molding and trim).All millwork or modifications to project millwork to accommodate equipment • Permits(unless specifically provided for in this SOW.) • HVAC and plumbing relocation • Rough-in,bracing,framing,or finish trim carpentry for installation • Cutting,structural welding,or reinforcement of structural steel members required for support of assemblies,if required • Any applicable taxes,permits,or bonds related to the project • Unless specified in this SOW,the warranty provisions in this contract do not cover owner furnished equipment.Additionally,owner furnished equipment will not be controlled unless specifically stated in this SOW Acknowledged and Accepted Initial This document is confidential and the property of Data Vox.Any copy or reuse of this document,its contents, recommendations and/or solutions in whole or part is strictly prohibited without prior written consent of Data Vox. * Price Includes Accessories ©2019 Data Vox, Inc.All rights reserved 7/10/2019 Page 4 of 21 City of Pearland DataVox Traffic Operations Video Wall Project DATAV-6584 BASELINE RESPONSIBILITIES DataVox Responsibilities This section lists DataVox's responsibilities for this Audio Visual proposal. • Install all equipment according to manufacturers'specifications,national and local building codes and regulations,and will be in conformity with good engineering practices as outlined by the international Communications Industries Association(ICIA)and best practices as outlined by InfoComm. • All equipment will be installed with provisions for the safety of the operator in accordance with the Americans with Disability Act(ADA) guidelines. • All DataVox staff will dress in a professional manner displaying the DataVox logo,properly using any required Personal Safety Equipment. They will conduct themselves in a professional,courteous and respectful manner to all others present. • Will maintain a clean working environment,storing tools and equipment when not in use and discarding refuse as often as reasonably possible. • While DataVox cannot take responsibility for furniture or Customer furnished equipment in the workspace,DataVox will take reasonable precautions to protect all Customer furnished equipment,floors,walls,ceiling tiles,windows and window coverings,and furniture and other surfaces from damage,staining or unreasonable breakage while on site. • Will notify the Customer of any hum,distortion,and RF Interference caused by the interference with the local RF environment,building structure,electrical systems,telecommunications systems,wireless RF systems which are beyond the control of DataVox,and will advise the Customer of possible remedies. • Will appoint a Project Manager(PM)and/or Lead Technician(LT)to oversee the installation.During system implementation,please direct all communications through this designated contact. • For construction related projects,PM or LT will coordinate with other trades involved in the project to facilitate and expedite progress. Will inform the Customer of any contractor interference or potential delays which could impede implementation of the AV system, thereby helping to avoid any additional charges. • Will provide written documentation of any Change Orders(CO)for work requested by the Customer which deviates from the original, approved Proposal and Scope of Works.CO's will be billed at our published labor rates plus materials,shipping,handling,restocking and other charges imposed by suppliers. • Recommends weekly construction coordination meetings between the Customer,DataVox and all other trades in which we will report to the Customer the status of the project,any foreseeable restrictions or insurmountable issues outside our control which could impact the overall project schedule. Acknowledged and Accepted Initial Customer Responsibilities This section lists the Customer responsibilities for this Audio Visual proposal. • Safe Work Environment:Provide DataVox staff,contractors and others working on-site a safe working environment.DataVox reserves the right to refuse to work or install any equipment in an area where,at the sole discretion of DataVox,the safety of those involved is of concern. • Access to worksite:provide access to the worksite,and all work will take place between the hours of 07:00 and 17:00 Monday through Friday,except on public holidays,unless specified otherwise in the DataVox Proposal.Work completed at any other time will be billed at OT rates published in Change Order Labor Rates.For the safety of all concerned,it is requested that the work area be free and clear,for example,of other trades,clients of the Customer,and employees during the installation period. • Ingress/Egress from Loading Dock to Work Site:ensure unobstructed access to the loading/unloading dock and between the dock and the worksite so that the loading/unloading of large objects such as racks,screens,and large flat panels is safe and unencumbered. This document is confidential and the property of DataVox.Any copy or reuse of this document,its contents, recommendations and/or solutions in whole or part is strictly prohibited without prior written consent of Data Vox. *Price Includes Accessories ©2019 DataVox, Inc.All rights reserved 7/10/2019 Page 5 of 21 City of Pearland Data Vox Traffic Operations Video Wall Project DATAV-6584 • Secure Storage:provide a secure,climate-controlled area on-site to store equipment during the installation period.Delivery of goods supplies and equipment to this on-site storage location,or equipment that has been installed in its designated location will be considered as'Delivered'for billing purposes and will be invoiced accordingly.Responsibility for the equipment passes to the Customer immediately upon installation or delivery to the on-site storage.Any loss due to vandalism,theft,burglary,fire,water ingress,or any other means outside the direct control of DataVox shall be replaced at the Customer's expense. • Uninterrupted Work Flow:avail DataVox of continuous,uninterrupted workflow in the environment in which the AV system will be installed.Delays in work caused by interference of other trades,,inability to access the work space during the stated hours,inability to access equipment stored on site,or other reason caused by the Customer will be charged at rates published in Change Order Labor Rates.If DataVox crew arrives to work on-site at the appointed time and cannot work due to dangerous conditions,inability to access the site,lack of power,interference by others which are within direct,reasonable control of the Customer,it will result in a half day charge for the crew. • Electrical:all installation,termination and connection of any high voltage services(greater than or equal to 70VAC).It is strongly recommended that all AV system components shall be connected to Technical Power-using the same phase of building power to all AV system points. • Subscription-Based Services:any services such as Cable TV,Satellite,ISDN,High-speed internet or other network services to be provided by others.Any such services are to be delivered to the desired location and appropriately terminated as coordinated with DataVox. • Floor Penetrations/Coverings:any floor coring,installation of floor box,poke-thru wire path,or other devises which require modification of the floor surface or floor covering required for the cable path.Any carpet work such as cutting,repairing or vulcanizing or re-bonding due to the use of under-the-carpet AVTrac or similar cabling system. • Wall Structure:any demolition,painting,or structural modification work to be provided by the Customer unless otherwise specifically noted in DataVox proposal.All wall-mounted displays larger than 40"will require blocking and suitable plywood backing as coordinated with DataVox. • Wall Finish&Ceiling Tile/Ceiling Grid work:repair and/or finish-out of any wall covering,wall finishing,painting,sealing,masonry work,etc.,and any modifications to ceiling tiles or ceiling grids required as a result of installation of projector screens,lifts,speakers, cameras,mounts,etc.unless specifically provided for in the DataVox proposal. • Cabling Paths:all provided cabling paths and raceways will be free,clear,dry and unobstructed.They shall be sized as recommended by NEC and InfoComm. • Vibration Dampening:isolation of any unwanted vibration of building,building structure,floors,ceilings,walls or any other surface to which AV equipment is to be mounted.All mounting surfaces must be free of vibration,whether caused by pedestrian traffic,HVAC system components,Mechanical or Electrical System components or any other cause. • Furniture Modifications:provide all modifications necessary to table tops,credenzas,cabinets and other furniture to accommodate the specified AV connectivity boxes,unless specified otherwise in our proposal.Also,all existing OFE furniture will have sufficient space and cooling capacity to accommodate all new AV system components. Any modifications to any of the above services required by the proposed AV system will be clearly enumerated by DataVox upon acceptance of the final proposal by the Customer.Delays in providing the above services beyond the projected start date will commensurately delay the contracted project completion date and may incur additional charges at the rates published in Change Order Labor Rates. • Lights and Lighting Control Systems:All lights and lighting control systems provided by others must be able to accommodate third party RS-232 control connections or ethernet,and relevant protocols. • Drape and Shade Controls Systems:All drape and shade controls systems provided by other must be able to accommodate third party RS-232 control connections or ethernet,and relevant protocols. Acknowledged and Accepted Initial This document is confidential and the property of Data Vox.Any copy or reuse of this document, its contents, recommendations and/or solutions in whole or part is strictly prohibited without prior written consent of Data Vox. * Price Includes Accessories 0 2019 DataVox, Inc.All rights reserved 7/10/2019 Page 6 of 21 City of Pearland DataVox Traffic Operations Video Wall Project DATAV-6584 LOCATION SUMMARY *Location Pricing Excludes all Optional and Alternate Components Location Installed Price City of Pearland: Traffic Operations $74,980.09 Total Price (Excludes Sales Tax): $74,980.09 This document is confidential and the property of Data Vox.Any copy or reuse of this document, its contents, recommendations and/or solutions in whole or port is strictly prohibited without prior written consent of Data Vox. *Price Includes Accessories ©2019 DataVox, Inc.All rights reserved 7/10/2019 Page 7 of 21 City of Pearland DataVox Traffic Operations Video Wall Project DATAV-6584 SYSTEM SUMMARY The proposed audio visual solution includes equipment that is assigned to the following system types: System Name Monitors & Mounts Flat Panel Displays, Interactive Displays, Mounting Hardware, Labor And Accessories Video Switching Video Switchers, Distribution Amplifiers, Cables, Labor And Accessories Video Sources Cable Boxes, Media Players, Personal Computers, Streaming Media, Document Cameras, Labor And Accessories Transmitters & Receivers Transmitters, Receivers, Extenders, Wireless Presentation, Cables, labor, and Accessories Control Systems Touch Panels, Button Panels, Processors, Programming, Labor And Accessories Equipment Racks Rack Enclosures, Infrastructure, Network Patch Panels, Power Management, Thermal Managements, Labor And Accessories Services Project Management, Design Engineering, CAD Drawings, Testing, Tuning, Training And Shipping This document is confidential and the property of DataVox.Any copy or reuse of this document, its contents, recommendations and/or solutions in whole or part is strictly prohibited without prior written consent of Data Vox. * Price Includes Accessories ©2019 DataVox, Inc.All rights reserved 7/10/2019 Page 8 of 21 City of Pearland DataVox Traffic Operations Video Wall Project DATAV-6584 BILL OF MATERIALS City of Pearland: Traffic Operations Monitors& Mounts 12 OFE GENERIC 50-59 $1,125.00 [OFE] -Owner Furnished And Installed 55" LCD Video Wall Display 1 Chief OFE VIDEO WALL MOUNT $93.75 [OFE] -Owner Furnished And Installed Chief Video Wall Landscape Mounting System Monitors& Mounts Total: $2,250.00 Video Switching 1 Tvone CORIOmaster- Custom $41,343.42 Video Wall Processor with Modular Input/Output- 6x HDMI Inputs, 12x HDMI Outputs Video Switching Total: $41,343.42 Video Sources 2 OFE CABLE BOX $93.76 [OFE] -Owner Furnished Cable TV Box With HDMI Output Mount In Rack 1 C2G 56783 $16.52 6FT High speed HDMI® cable with ethernet 1 OFE GENERIC PC $46.88 [OFE] -Owner Furnished PC With Dual HDMI Outputs Mounted Under Desk 2 C2G 56783 $33.04 6FT High speed HDMIe cable with ethernet Video Sources Total: $206.72 Transmitters&Receivers 1 Barco CSE-200+ CLICKSHARE $2,145.00 Clickshare Wireless Presentation System For Small And Medium Sized Rooms - IEEE 802.11a/b/g/n Wireless Standards - Up to 3840 x 2160 Resolutions -2.4 GHz and 5 GHz Frequency Band -Annotation, Blackboarding,and TouchBack -2 x ClickShare Buttons Included 1 Barco CLICKSHARE TRAY $101.97 Click Share Tabletop Tray-USB Button Holder 1 C2G 56783 $16.52 6FT High speed HDMI® cable with ethernet This document is confidential and the property of DataVox.Any copy or reuse of this document, its contents, recommendations and/or solutions in whole or part is strictly prohibited without prior written consent of Data Vox. Price Includes Accessories ©2019 DataVox, Inc.All rights reserved 7/10/2019 Page 9 of 21 City of Pearland DataVox Traffic Operations Video Wall Project DATAV-6584 2 Crestron HD-TX-101-C-E $466.64 DM Lite- HDMI over CATx Transmitter, Surface Mount 100 Belden 1213F D15A1000 $145.89 CAT5e+ (350MHz),4-Pair, F/UTP-foil Shielded,Plenum-CMP, Premise Horizontal cable,24 AWG Solid Bare Copper Conductors, FEP Insulation,Overall Beldfoil® shield, Flamarreste Jacket, RJ-45 Compatible, Blue 2 C2G 56783 $33.04 6FT High speed HDMI® cable with ethernet 2 Crestron DM-8G-CONN-WG-1 $36.76 Connector with wire guide for DM-CBL-8G DigitalMedia 8G cable,Single Unit 1 Crestron HD-RX-101-C-E $233.32 DM Lite-HDMI over CATx Receiver,Surface Mount 12 Liberty AV DL-PHDM-M-010M $2,543.76 33' Liberty 18G Active Optical HDMI Cable, Plenum Rated Full 4K60 4:4:4 support Transmitters& Receivers Total: $6,171.91 Control Systems 500 Belden 1325A 0091000 $596.10 Security&Commercial Audio Cable, Plenum-CMP,2-22 AWG Stranded Bare Copper Pairs With Flamarrest Insulation, Individually Shielded With Beldfoil Shield, Flamarrest Jacket-White 1 Cisco SG300-10PP $454.95 300 Series Managed Gigabit Power Over Ethernet Switch,8 Port, 2 X Combo Mini-Gbic Port(62 Watt) 4 C2G 00403 $59.60 CAT5E patch cord,6 feet, black 1 Crestron CP3N $1,609.56 3-Series Control System With Dual Network Connections 1 Crestron TSW-1060-B-S $1,496.56 10.1 Touch Screen, Black Smooth 100 Belden 1585A D15U1000 $111.12 CAT5e(200MHz),4-Pair,U/UTP-unshielded, Plenum-CMP,Premise Horizontal Cable, 24 AWG Solid Bare Copper Conductors, Dual FRPO/FEP Insulation, Ripcord, Flamarrest Jacket.-Blue 1 Crestron TSW-1060-TTK-B-S $188.12 Tabletop Kit For Tsw-1060, Black Smooth 1 DataVox PROGRAMMING -CONTROL $4,440.00 Programming of Control System and User Interfaces Control Systems Total: $8,956.01 Equipment Racks This document is confidential and the property of Data Vox.Any copy or reuse of this document,its contents, recommendations and/or solutions in whole or part is strictly prohibited without prior written consent of Data Vox. * Price Includes Accessories ©2019 DataVox, Inc.All rights reserved 7/10/2019 Page 10 of 21 City of Pearland DataVox Traffic Operations Video Wall Project DATAV-6584 1 Middle Atlantic PTRK-14 $744.26 PTRK series portable rack, 14 space, 23"deep 1 DataVox RACK DRESSING $562.50 Labor to Dress Rack Cable, Label,and Redline Drawings 1 Middle Atlantic PDCOOL-1120R $361.96 Powercool Series Integrated Rackmount Power Distribution and Cooling Solution, 1 Space,20 Amp, 11 Outlet 1 Middle Atlantic PTRK-RR14 $47.39 Rear rail kit for 14-RU space PTRK series portable rack 3 Middle Atlantic U1V $183.78 1 Space vented rackshelf 1 Middle Atlantic UPS-2200R-81P $1,782.14 Premium Series UPS Rackmount Power,8 Outlet,2150VA/1650W, Indiv.Outlet,Web Enabled Equipment Racks Total: $3,682.03 Services 1 DataVox CAD SERVICES $1,425.00 CAD and Revit Drawings,One-Lines and As-Built Documentation 1 DataVox COMMISSIONING $375.00 Commissioning Services,Testing and Tuning 1 DataVox DECOMMISSIONING $750.00 Labor To Un-Install Existing Owner Furnished Equipment Note:The Customer is responsible for transportation, storage,and/or disposal of all decommissioned equipment. 1 DataVox DESIGN $475.00 AV Design and Engineering Services 1 DataVox DVX-MISC-CABL-CONN-HARD $4,500.00 Miscellaneous Cables, Connectors,and Hardware 1 DataVox PROJECT MANAGEMENT $2,970.00 Project Management - Planning, Scheduling,Order Processing,Construction Meetings and Wrap Up 1 Data Vox SHIPPING $1,500.00 Shipping and Handling Charges 1 DataVox TRAINING $375.00 End User Training Services Total: $12,370.00 City of Pearland:Traffic Operations Total: $74,980.09 This document is confidential and the property of DataVox.Any copy or reuse of this document, its contents, recommendations and/or solutions in whole or part is strictly prohibited without prior written consent of Data Vox. Price Includes Accessories ©2019 DataVox, Inc.All rights reserved 7/10/2019 Page 11 of 21 City of Pearland Data x Traffic Operations Video Wall Project DATAV-6584 Project Subtotal: $74,980.09 This document is confidential and the property of Data Vox.Any copy or reuse of this document, its contents, recommendations and/or solutions in whole or part is strictly prohibited without prior written consent of Data Vox. * Price Includes Accessories ©2019 Data Vox, Inc.All rights reserved 7/10/2019 Page 12 of 21 City of Pearland DataVox Traffic Operations Video Wall Project DATAV-6584 PROJECT PRICING SUMMARY Total Installation Price: $74,980.09 Grand Total: $74,980.09 This document is confidential and the property of DataVox.Any copy or reuse of this document,its contents, recommendations and/or solutions in whole or part is strictly prohibited without prior written consent of Data Vox. ©2019 DataVox, Inc.All rights reserved 7/10/2019 Page 13 of 21 City of Pearland DataVox Traffic Operations Video Wall Project DATAV-6584 PURCHASE OPTIONS ❑ Cash Purchase Terms of Payment: Billing Milestones Amount Due Depost- Invoice on Signature 40.00% $29,992.04 Progress Payment 55.00% $41,239.05 Final Payment- Due on Project Completion 5.00% $3,749.00 Total Payments(Excluding Sales Tax): $74,980.09 Support Options(Select One): Description(For details see Terms&Conditions Support Agreement Obligations): Annual Charge ❑ Standard Support Agreement(90 days) Included (90 day warranty on workmanship,manufacture warranties still apply,all other labor billable after 90 days) ❑ 3 Year Extended Support Agreement(Years 2-3) $5,248.61 (1st year free,Excludes sales tax,Billed annually,Extended support begins 1 year after first substantial use) ❑ 5 Year Extended Support Agreement(Years 2-5) $4,498.81 (1st year free,Excludes sales tax,Billed annually,Extended support begins 1 year after first substantial use) Technology Payment (Includes Extended Support Agreement) : ❑ 36 Month Lease(FMV): *Payment per month $2,705.10 *Deposit(2) months $5,410.20 *Payment Excludes Sales Tax ❑ 60 Month Lease(FMV): *Payment per month $1,959.32 * Deposit(2) months $3,918.63 *Payment Excludes Sales Tax Acknowledged and Accepted Initial This document is confidential and the property of Data Vox.Any copy or reuse of this document,its contents, recommendations and/or solutions in whole or part is strictly prohibited without prior written consent of Data Vox. © 2019 DataVox, Inc.All rights reserved 7/10/2019 Page 14 of 21 City of Pearland Da V Traffic Operations Video Wall Project DATAV-6584 ACCEPTANCE OF PROPOSAL When(but only when)signed by buyer and an authorized representative of DataVox this shall be a binding,legal contract. The prices,specifications,and conditions in this proposal are satisfactory,and are hereby accepted in their entirety..Buyer hereby agrees to purchase the Equipment and authorizes DataVox to do the work,and provide the materials specified,and payment will be made as outlined above. The price quoted in this Audio Visual Proposal is based upon the Equipment included in this Audio Visual Proposal. Any changes in the Equipment or installation may result in a change in the price. Any such change must be in writing,signed by all parties. DataVox reserves the right to modify payment terms at any time based on a review of the Customer's credit. THIS AGREEMENT,WHEN SIGNED BY BOTH PARTIES(BELOW),SHALL BE GOVERNED BY THE TERMS AND CONDITIONS IN THIS AUDIO VISUAL PROPOSAL. THERE ARE NO OTHER AGREEMENTS,OR WARRANTIES,ORAL OR WRITTEN,EXCEPT AS EXPRESSLY STATED IN THIS AUDIO VISUAL PROPOSAL. THIS AGREEMENT CANNOT BE MODIFIED EXCEPT IN WRITING SIGNED BY BOTH PARTIES. Buyer acknowledges having read and understood all of the terms and conditions printed in this Audio Visual Proposal and acknowledges receipt of a complete executed copy of this Agreement. Buyer understands and agrees that this Audio Visual Proposal and all of the terms and conditions hereof shall be a binding,enforceable contract when signed by Buyer and by an authorized representative of DataVox. Approval Signatures IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto have caused this Proposal to be duly executed. DataVox, Inc. City of Pearland By: By: (Signature) (Signature) Name: Name: Title: Title: Date: Date: This document is confidential and the property of Data Vox.Any copy or reuse of this document,its contents, recommendations and/or solutions in whole or part is strictly prohibited without prior written consent of Data Vox. © 2019 DataVox, Inc.All rights reserved 7/10/2019 Page 15 of 21 City of Pearland DataVax Traffic Operations Video Wall Project DATAV-6584 TERMS AND CONDITIONS TIPS for RFP 170306 Technology Solutions, Products and Services Agreement 1. General Information The Vendor Agreement("Agreement")made and entered into by and between The Interlocal Purchasing System(hereinafter referred to as "TIPS"respectfully)a government cooperative purchasing program authorized by the Region 8 Education Service Center,having its principal place of business at 4845 US Hwy 271 North,Pittsburg,Texas 75686.This Agreement consists of the provisions set forth below,including provisions of all Attachments referenced herein.In the event of a conflict between the provisions set forth below and those contained in any Attachment,the provisions set forth shall control. The vendor Agreement shall include and incorporate by reference this Agreement,the terms and conditions,special terms and conditions,any agreed upon amendments,as well as all of the sections of the solicitation as posted,including any addenda and the awarded vendor's proposal.Once signed,if an awarded vendor's proposal varies or is unclear in any way from the TIPS Agreement,TIPS,at its sole discretion, will decide which provision will prevail.Other documents to be included are the awarded vendor's proposals,task orders,purchase orders and any adjustments which have been issued.If deviations are submitted to TISP by the proposing vendor as provided by and within the solicitation process,this Agreement may be amended to incorporate any agreed deviations. The following pages will constitute the Agreement between the successful vendors(s)and TIPS.Bidders shall state,in a separate writing,and include with their proposal response,any required exceptions or deviations from these terms,conditions,and specifications.If agreed to by TIPS,they will be incorporated into the final Agreement. 2. Definitions • PURCHASE ORDER:is the TIPS member's approval providing the authority to proceed with the negotiated delivery order under the Agreement.Special terms and conditions as agreed to between the vendor and TIPS member will be added as addendums to the PO.Items such as certificate of insurance,bonding requirements,small or disadvantaged business goals are some of the addendums possible. 3. Freight All quotes to members shall provide a line item for cost for freight or shipping regardless if there is a charge or not.If no charge for freight or shipping,indicate by stating"No Charge"or"$0"or other similar indication. 4. Warranty Conditions All supplies equipment and services shall include manufacturer's minimum standard warranty unless otherwise agreed to in writing.Vendor shall be an authorized dealer,distributor or manufacturer for all products.All equipment proposed shall be new unless clearly stated in writing. 5. Customer Support The Vendor shall provide timely and accurate customer support to TIPS members.Vendors shall respond to such requests within one(1) working day after receipt of the request.Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase.(Unless training is a line item sold or packaged and must be purchased with product.) 6. Agreements • All Agreements and agreements between Vendors and TIPS Members shall strictly adhere to the statutes that are set forth in the Uniform Commercial Code as most recently revised. • Agreements for purchase will normally be put into effect by means of a purchase order(s)executed by authorized agents of the participating government entities. • Davis Bacon Act requirements will be met when Federal Funds are used for construction and/or repair of buildings. 7. Tax Exempt Status A taxable item sold,leased,rented to,stored,used,or consumed by any of the following governmental entities is exempted from the taxes imposed by this chapter(1)the United States;(2)an unincorporated instrumentality of the United States;(3)a corporation that is an agency or This document is confidential and the property of Data Vox.Any copy or reuse of this document, its contents, recommendations and/or solutions in whole or part is strictly prohibited without prior written consent of Data Vox. © 2019 Data Vox, Inc.All rights reserved 7/10/2019 Page 16 of 21 City of Pearland DataVox Traffic Operations Video Wall Project DATAV-6584 instrumentality of the United States and is wholly owned by the United States or by another corporation wholly owned by the United States;(4) the State of Texas;(5)a Texas county,city,special district,or other political subdivision;or(6)a state,or a governmental unit of a state that borders Texas,but only to the extent that the other state or governmental unit exempts or does not impose a tax on similar sales of items to this state or a political subdivision of this state.Texas Tax Code§151.309. 8. Assignments of Agreements No assignment of Agreement may be made without the prior written approval of TIPS.Payment can only be made to the awarded Vendor or vendor assigned dealer. 9. Disclosures 1.Vendor affirms that he/she has not given,offered to give,nor intends to give at any time hereafter any economic opportunity, future employment,gift,loan,gratuity,special discount,trip,favor or service to a public servant in connection with this Agreement. 2.Vendor shall attach,in writing,a complete description of any and all relationships that might be considered a conflict of interest in doing business with participants in the TIPS program. 3.The vendor affirms that,to the best of his/her knowledge,the offer has been arrived at independently,and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this Agreement. 10. Renewal of Agreements The Agreement with TIPS is for one(1)year with an option for renewal for additional consecutive years as provided in the solicitation.Total term of Agreement can be up to the number of years provided in the solicitation,if sales are reported through the Agreement and both parties agree. 11. Automatic Renewal Clauses Incorporated in Awarded Vendor Agreements with TIPS Members Resulting from the Solicitation and with the Vendor Named in this Agreement. No Agreement for goods or services with a TIPS member by the awarded vendor named in this Agreement that results from the solicitation award named in this Agreement,may incorporate an automatic renewal clause with which the TIPS member must comply.All renewal terms incorporated in an Agreement by the vendor with the TIPS member shall only be valid and enforceable when the vendor receives written confirmation by purchase order or executed Agreement issued by the TIPS member for any renewal period.The purpose of this clause is to avoid a TIPS member inadvertently renewing an Agreement during a period in which the governing body of the TIPS member has not properly appropriated and budgeted the funds to satisfy the Agreement renewal.This term is not negotiable and any Agreement between a TIPS member and a TIPS awarded vendor with an automatic renewal clause that conflicts with these terms is rendered void and unenforceable. 12. Shipments The Vendor shall ship ordered products within a commercially reasonable time after the receipt of the order.If a product cannot be shipped within that time,the Vendor shall notify TIPS and the requesting entity as to why the product has not shipped and shall provide an estimated shipping date,if applicable.TIPS or the requesting entity may cancel the order if estimated shipping time is not acceptable. 13. Invoices The Vendor or vendor assigned dealer shall submit invoices,to the TIPS participant.Each invoice shall include the TIPS participant's purchase order number.The shipment tracking number or pertinent information for verification of TIPS participant receipt shall be made available upon request.The Vendor or vendor assigned dealer shall not invoice for partial shipments unless agreed to in writing in advance by TIPS and the TIPS participant. 14. Payments The TIPS participant will make payments directly to the Vendor or vendor assigned dealer at net 30 days after receiving invoice. 15. Pricing The Vendor agrees to provide pricing to TIPS and its participating governmental entities that is at least equal to the lowest pricing available to like cooperative purchasing TIPS Members and the pricing shall remain so throughout the duration of the Agreement.The Vendor agrees to promptly lower the cost of any product purchased through TIPS following a reduction in the manufacturer or publisher's direct cost to the Vendor.Price increases will be honored according to the terms of the solicitation.However,the Vendor shall honor previous prices for thirty This document is confidential and the property of Data Vox.Any copy or reuse of this document,its contents, recommendations and/or solutions in whole or part is strictly prohibited without prior written consent of DataVox. © 2019 DataVox, Inc.All rights reserved 7/10/2019 Page 17 of 21 City of Pearland Data Vox Traffic Operations Video Wall Project DATAV-6584 (30)days after written notification to TIPS of an increase.All pricing submitted to TIPS shall include the participation fee,as provided in the solicitation,to be remitted to TIPS by the Vendor.Vendor will not show adding the fee to the invoice presented to TIPS Member.Failure to render the participation fee to TIPS shall constitute a breach of this agreement and shall be grounds for termination of this agreement and any other agreement held with TIPS. 16. Participation Fees Vendor or vendor assigned dealer Agreements to pay the participation fee for all Agreement sales to TIPS on a monthly scheduled report. Vendor must login to the TIPS database and use the"Submission Report"section to report sales.The Vendor or vendor assigned dealers are responsible for keeping record of all sales that go through the TIPS Agreement.Failure to pay the participation fee will result in termination of Agreement.Please contact TIPS at tipsPtipsusa.com or call(866)839-8477 if you have questions about paying fees. 17. Indemnity 1. Indemnity for Personality Agreements.Vendor agrees to indemnify and hold harmless and defend TIPS,TIPS member(s),officers and employees,from and against all claims and suits for damages,injuries to persons(including death),property damages,losses, and expenses including court costs and attorney's fees,arising out of,or resulting from,Vendor's performance of this Agreement, including all such causes of action based upon common,constitutional,or statutory law,or based in whole or in part,upon allegations of negligent or intentional acts on the part of the Vendor,its officers,employees,agents,subcontractors,licensees, invitees. 2. Indemnity for Performance Agreements.The Vendor agrees to indemnify and hold harmless and defend TIPS,TIPS member(s), officers and employees from and against all claims and suits for damages,injuries to persons(including death),property damages, losses,and expenses including court costs and attorney's fees,arising out of,or resulting from,Vendor's work under this Agreement,including all such causes of action based upon common,constitutional,or statutory law,or based in whole or in part, upon allegations of negligent or intentional acts on the part of the Vendor,its officers,employees,agents,subcontractors, licensees,or invitees.Vendor further agrees to indemnify and hold harmless and defend TIPS,TIPS member(s),officers and employees,from and against all claims and suits for injuries(including death)to an officer,employee,agent,subcontractors, supplier or equipment lessee of the Vendor,arising out of,or resulting from,Vendor's work under this Agreement. 18. Attorney's Fees-Texas Local Government Code 4 271.159 is expressly referenced Pursuant to§271.159,TEXAS LOC.GOV'T CODE,in the event that any one of the Parties is required to obtain the services of an attorney to enforce this Agreement,the prevailing party,in addition to other remedies available,shall be entitled to recover reasonable attorney's fees and costs of court. 9. Multiple Vendor Awards TIPS reserves the right to award multiple vendor Agreements for categories when deemed in the best interest of the TIPS membership. Bidders scoring the RFP's specified percentage or above will be considered for an award.Categories are established at the discretion of TIPS. 20. State of Texas Franchise Tax By signature hereon,the bidder hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171,Tax Code. 21. Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause.Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS participants will submit any orders at any time.TIPS reserves the right to request additional proposals for items already on Agreement at any time. 22. Purchase Order Pricing/Product Deviation If a deviation of pricing/product on a purchase order occurs,TIPS is to be notified within 48 hours of receipt of order. 23. Termination for Convenience TIPS has the right to terminate the agreement for cause or no cause for convenience with a thirty-day written notice.Termination for convenience is required under 2 CFR part 200. 24. TIPS Member Purchasing Procedures This document is confidential and the property of Data Vox.Any copy or reuse of this document,its contents, recommendations and/or solutions in whole or part is strictly prohibited without prior written consent of Data Vox. ©2019 DataVox, Inc.All rights reserved 7/10/2019 Page 18 of 21 City of Pearland DataVox Traffic Operations Video Wall Project DATAV-6584 Purchase orders or their equal are issued by participating TIPS member to the awarded vendor indicating on the PO"Agreement Number".Order is emailed to TIPS at tipspoCa tins-usa.com. • Awarded vendor delivers goods/services directly to the participating member. • Awarded vendor invoices the participating TIPS member directly. • Awarded vendor receives payment directly from the participating member. • Awarded vendor reports sales monthly to TIPS(unless prior arrangements have been made with TIPS to report monthly). 25. Form of Agreement If a vendor submitting an offer requires TIPS and/or TIPS Member to sign an additional agreement,a copy of the proposed agreement must be included with the proposal.In response to submitted supplemental Vendor Agreement documents,TIPS will review proposed vendor Agreement documents.Vendor's Agreement document shall not become part of TIPS's Agreement with vendor unless and until an authorized representative of TIPS reviews and approves it. 26. Licenses Awarded vendor shall maintain in current status all federal,state and local licenses,bonds and permits required for the operation of the business conducted by awarded vendor.Awarded vendor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the Agreement.TIPS reserves the right to stop work and/or cancel Agreement of any awarded vendor whose license(s)expire,lapse,are suspended or terminated. 27. Novation If awarded vendor sells or transfers all assets or the entire portion of the assets used to perform this Agreement,a successor in interest must guarantee to perform all obligations under this Agreement.TIPS reserves the right to accept or reject any new party.A simple change of name agreement will not change the Agreement obligations of awarded vendor. 28. Site Requirements(when applicable to service or job) Cleanup:Awarded vendor shall clean up and remove all debris and rubbish resulting from their work as required or directed by TIPS Member. Upon completion of work,the premises shall be left in good repair and ari orderly,neat,clean and unobstructed condition.Preparation: Awarded vendor shall not begin a project for which TIPS Member has not prepared the site,unless awarded vendor does the preparation work at no cost,or until TIPS Member includes the cost of site preparation in a purchase order.Site preparation includes,but is not limited to: moving furniture,installing wiring for networks or power,and similar pre-installation requirements.Registered sex offender restrictions:For work to be performed at schools,awarded vendor agrees that no employee of a sub-contractor who has been adjudicated to be a registered sex offender will perform work at any time when students are or reasonably expected to be present. Awarded vendor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at the TIPS Member's discretion.Awarded vendor must identify any additional costs associated with compliance of this term.If no costs are specified,compliance with this term will be provided at no additional charge.Safety measures:Awarded vendor shall take all reasonable precautions for the safety of employees on the worksite and shall erect and properly maintain all necessary safeguards for protection of workers and the public.Awarded vendor shall post warning signs against all hazards created by the operation and work in progress.Proper precautions shall be taken pursuant to state law and standard practices to protect workers,general public and existing structures from injury or damage. 29. Smoking Persons working under Agreement shall adhere to local smoking policies.Smoking will only be permitted in posted areas or off premises. 30. Invoices The awarded vendor shall submit invoices to the participating entity clearly stating:"Per TIPS Agreement".The shipment tracking number or pertinent information for verification shall be made available upon request. 31. Supplemental Agreements The entity participating in the TIPS Agreement and awarded vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this Agreement i.e.invoice requirements,ordering requirements, This document is confidential and the property of Data Vox.Any copy or reuse of this document, its contents, recommendations and/or solutions in whole or part is strictly prohibited without prior written consent of DataVox. © 2019 DataVox, Inc.All rights reserved 7/10/2019 Page 19 of 21 City of Pearland DataVox Traffic Operations Video Wall Project DATAV-6584 specialized delivery,etc.Any supplemental agreement developed as a result of this Agreement is exclusively between the participating entity and awarded vendor.TIPS,its agents,TIPS members and employees shall not be made party to any claim for breach of such agreement. 32. Survival Clause All applicable software license agreements,warranties or service agreements that were entered into between Vendor and TIPS Member under the terms and conditions of the Agreement shall survive the expiration or termination of the Agreement.All Purchase Orders issued and accepted by Order Fulfiller shall survive expiration or termination of the Agreement. 33. Legal Obligations It is the responding vendor's responsibility to be aware of and comply with all local,state and federal laws governing the sale of products/services identified in this RFP and any awarded Agreement thereof.Applicable laws and regulations must be followed even if not specifically identified herein. 34. Audit Rights Awarded Vendor shall,at their sole expense,maintain appropriate due diligence of all purchases made by TIPS Member that utilizes this Agreement.TIPS and Region 8 ESC each reserve the right to audit the accounting for a period of three(3)years from the time such purchases are made.This audit right shall survive termination of this Agreement for a period of one(1)year from the effective date of termination.TIPS shall have authority to conduct random audits of Awarded Vendor's pricing that is offered to TIPS Members.Notwithstanding the foregoing, in the event that TIPS is made aware of any pricing being offered to eligible entities that is materially inconsistent with the pricing under this agreement,TIPS shall have the ability to conduct the audit internally or may engage a third-party auditing firm.In the event of an audit,the requested materials shall be provided in the format and at the location designated by Region 8 ESC or TIPS. 35. Force Majeure If by reason of Force Majeure,either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and fully particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon,and the obligation of the party giving such notice,so far as it is affected by such Force Majeure,shall be suspended during the continuance of the inability then claimed,except as hereinafter provided,but for no longer period,and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. 36. Services When applicable,performance bonds and payment bonds will be required on construction or labor required jobs.Awarded vendor will meet the TIPS member's local and state purchasing requirements.Awarded vendors may need to provide additional capacity as jobs increase.Bonds will not require that a fee be paid to TIPS.The actual cost of the bond will be a pass through to the TIPS member and added to the purchase order or Agreement. 37. Scopes of Services The specific scope of work for each job shall be determined in advance and in writing between TIPS Member and Awarded vendor.It is okay if the TIPS member provides a general scope,but the awarded vendor should provide a written scope of work to the TIPS member as part of the proposal.Once the scope of the job is agreed to,the TIPS member will issue a PO and/or an Agreement with the estimate referenced as an attachment along with bond and any other special provisions agreed to for the TIPS member.If special terms and conditions other than those covered within this solicitation and awarded Agreements are required,they will be attached to the PO and shall take precedence over those in the base Agreement. 38. Project Delivery Order Procedures The TIPS member having approved and signed an interlocal agreement,or other TIPS membership document,may make a request of the awarded vendor under this Agreement when the TIPS member has services that need to be undertaken.Notification may occur via phone,the web,email,fax,or in person.Upon notification of a pending request,the awarded vendor shall make contact with the TIPS member as soon as possible,but must make contact with the TIPS member within two working days. 39. Scheduling of Projects Scheduling of projects(if applicable)will be accomplished when the TIPS member issues a purchase order that will serve as"the notice to proceed".The period for the delivery order will include the mobilization,materials purchase,installation and delivery,design,weather,and site This document is confidential and the property of DataVox.Any copy or reuse of this document, its contents, recommendations and/or solutions in whole or part is strictly prohibited without prior written consent of DataVox. ©2019 DataVox, Inc.All rights reserved 7/10/2019 Page 20 of 21 City of Pearland DataVox Traffic Operations Video Wall Project DATAV-6584 cleanup and inspection.No additional claims may be made for delays as a result of these items.When the tasks have been completed the awarded vendor shall notify the client and have the TIPS member inspect the work for acceptance under the scope and terms in the PO.The TIPS member will issue in writing any corrective actions that are required.Upon completion of these items,the TIPS member will issue a completion notice and final payment will be issued. 40. Support Requirements If there is a dispute between the awarded vendor and TIPS member,TIPS or its representatives will assist in conflict resolution or third party (mandatory mediation),if requested by either party.TIPS,or its representatives,reserves the right to inspect any project and audit the awarded vendors TIPS project files,documentation and correspondence. 41. Incorporation of Solicitation The TIPS Request for Proposals or the Request for Competitive Sealed Proposals solicitation and all associated documents and forms made part of the solicitation process,including any addenda,that resulted in the execution of this agreement are hereby incorporated by reference into this agreement as if copied verbatim. Vendor Supplemental Agreement 42. Changes The TIPS Member may,by written notice to Vendor,make changes within the general scope of this SOW,in any one or more of the following: (a)drawings,designs,or specifications;(b)project schedule,or(c)scope of services.Within 24 hours of receipt of request for change,Vendor will respond in writing indicating any increase in cost of or time required for performance of the SOW.No changes will be performed until the TIPS Member confirms that they accept cost or time changes. Should any such changes increase the cost of or the time required for the performance of this SOW,an equitable adjustment may be requested by Vendor in the price,project schedule or both.Every claim must be accompanied by a detailed estimate of charges for materials, services,or both.Nothing contained in this section shall relieve Vendor from proceeding without delay in the performance of the services as changed.Any change to this SOW shall be made by written amendment signed by both parties. Changes that will impact the scheduling of project resources must be submitted to Vendor at least two(2)weeks prior to the scheduled event. Failure to provide timely notification of a change in schedule that will cause a rescheduling of project resources WILL incur additional charges (For example,if a TIPS Member cancels a scheduled Vendor project activity less than two(2)weeks before the scheduled event,the TIPS Member will be billed at the prevailing rate for the time the Vendor resources were scheduled to perform the activities.) 43. Work Hours Vendor has priced the professional service proposal assuming that all work will be done during normal business hours which Vendor defines as Monday through Friday,8:00am to 5:00pm,excluding holidays.The go live activity is the only activity in which Vendor will work after business hours.This project milestone activity can be scheduled outside of normal business hours Monday through Friday,excluding holidays. The start time for the go live activity can be scheduled to start no later than 7:00pm.Any request to perform the system go live or any other activity outside of normal business hours is considered outside the scope of work and will result in additional project costs.Scheduling and availability of resources outside of normal business hours is not guaranteed unless the Project Manager/Coordinator has approved it. This document is confidential and the property of Data Vox.Any copy or reuse of this document,its contents, recommendations and/or solutions in whole or part is strictly prohibited without prior written consent of Data Vox. © 2019 DataVox, Inc.All rights reserved 7/10/2019 Page 21 of 21