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R2022-068 2022-04-11
RESOLUTION NO. R2022-68 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 Interlocal Purchasing System (TIPS), for the purchase of audio-visual equipment (Police Department) from Data Vox, Inc., in the estimated amount of $81,992.02. 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 TIPS for the purchase of audio-visual equipment from Data Vox, Inc. Section 2. That the City Manager or his designee is hereby authorized to participate in an interlocal cooperative pricing arrangement with the TIPS, for the purchase of audio-visual equipment from Data Vox, Inc., in the estimated amount of $81,992.02. PASSED, APPROVED and ADOPTED this the 11th day of April, A.D., 2022. ________________________________ J.KEVIN COLE MAYOR ATTEST: ________________________________ LESLIE CRITTENDEN CITY SECRETARY APPROVED AS TO FORM: ________________________________ DARRIN M. COKER CITY ATTORNEY DocuSign Envelope ID: D655D6B0-F001-4000-A00E-129AC1B0B620 TIPS VENDOR AGREEMENT Between DataVox Inc. and (Company Name) THE INTERLOCAL PURCHASING SYSTEM (TIPS), a Department of Texas Education Service Center Region 8 for "rips RFP .ciron ,11gy S olutill ilns, Purl mIlmucts „ n Servl es 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 unless otherwise agreed by the parties in writing and by signature and date on the attachment. A Purchase Order, Agreement or Contract 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 between the Vendor and TIPS Member should be added as addendums to the Purchase Order,Agreement or Contract. Items such as certificate of insurance, bonding requirements, small or disadvantaged business goals are some, but not all, of the addendums possible. Terms and Conditions 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", "included in price"or other similar indication. Otherwise, all shipping,freight or delivery changes shall be passed through to the TIPS Member at cost with no markup and said charges shall be agreed by the TIPS Member unless alternative shipping terms are agreed by TIPS as a result of the proposal award. Warranty Conditions All new supplies equipment and services shall include manufacturer's minimum standard warranty unless otherwise agreed to in writing.Vendor shall be legally permitted to sell all products offered for sale to TIPS Members if the offering is included in the Request for Proposal category.All goods proposed and sold shall be new unless clearly stated in writing. Customer Support The Vendor shall provide timely and accurate customer support for orders to TIPS Members as agreed by the Parties.Vendors shall respond to such requests within a commercially reasonable time after receipt of the request. If support and/or training is a line item sold or packaged with a sale, support shall be as agreed with the TIPS Member. Agreements Negotiated-Non-JOC Vendor Agreement Ver.07302019.rp Page 2 Agreements for purchase will normally be put into effect by means of a purchase order(s) executed by authorized agents of the TIPS Member participating government entities, but other means of placing an order may be used at the Member's discretion. Tax exempt status Most TIPS Members are tax exempt and the related laws and/or regulations of the controlling jurisdiction(s) of the TIPS Member shall apply. Assignments of Agreements No assignment of this Agreement may be made without the prior notification of TIPS.Written approval of TIPS shall not be unreasonably withheld. Payment for delivered goods and services can only be made to the awarded Vendor,Vendor designated reseller or vendor assigned company. Disclosures • Vendor and TIPS affirms that he/she or any authorized employees or agents 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. • 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 the TIPS program. • 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. Term and Renewal of Agreements The Agreement with TIPS is for three (3)years with an option for renewal for an additional one (1) consecutive year if both parties agree. TIPS may or may not exercise the one-year extension beyond the base three-year term and whether or not to offer the extension is at the sole discretion of TIPS.The scheduled Agreement termination date shall be the last date of the month of the last month of the agreement's legal effect. Example: if the agreement is scheduled to end on May 23, the anniversary date of the award, it would actually be extended to May 31 in the last month of the last year the contract is active. 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 that exceeds month to month terms 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, executed Agreement or other written instruction 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. Shipments The Vendor shall ship, deliver or provide ordered products or services within a commercially reasonable time after the receipt of the order from the TIPS Member. If a delay in said delivery is anticipated,the Negotiated-Non-JOC Vendor Agreement Ver.07302019.rp Page 3 Vendor shall notify TIPS Member as to why delivery is delayed and shall provide an estimated time for completion of the order.TIPS or the requesting entity may cancel the order if estimated delivery time is not acceptable or not as agreed by the parties. Invoices Each invoice or pay request shall include the TIPS Member's purchase order number or other identifying designation as provided in the order by the TIPS Member. If applicable, the shipment tracking number or pertinent information for verification of TIPS Member receipt shall be made available upon request. Payments The TIPS Member will make payments directly to the Vendor,the vendor assigned dealer or as agreed by the Vendor and the TIPS Member after receiving invoice and in compliance with applicable payment statute(s), whichever is the greater time or as otherwise provided by an agreement of the parties. Pricing Price increases will be honored according to the terms of the solicitation. 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 customer. Participation Fees and Reporting of Sales to TIPS by Vendor The Participation Fee that was published as part of the Solicitation and the fee published is the legally effective fee, along with any fee conditions stated in the RFP. Collection of the fees by TIPS is required under Texas Government Code §791.011 Et seq. Vendor or vendor assigned dealer agrees to pay the participation fee for all Agreement sales to TIPS on a monthly scheduled report or as otherwise agreed by the parties. Reporting of Sales to TIPS by Vendor Vendor is required to report all sales under the TIPS contract to TIPS. If the TIPS Member entity requesting a price from the awarded Vendor requests the TIPS contract, Vendor must include the TIPS Contract number on any communications with the TIPS Member entity. To report sales, login to the TIPS Vendor Portal and click on the PO's and Payments tab. Pages 3-7 of the Vendor Portal User Guide will walk you through the process of reporting sales to TIPS. Please refer to the TIPS Accounting FAQ's for more information about reporting sales and if you have further questions, contact the Accounting Team at accounting@tips-usa.com.The Vendor or vendor assigned dealers are responsible for keeping record of all sales that go through the TIPS Agreement and submitting same to TIPS. Failure to render the participation fee to TIPS shall constitute a breach of this agreement with our parent governmental entity,Texas Education Service Center Region 8, as established by the Texas legislature and shall be grounds for termination of this agreement and any other agreement held with TIPS and possible legal action. TIPS reserves all rights under the law to collect the fees due. Please contact TIPS at tips@tips-usa.com or call (866) 839-8477 if you have questions about paying fees. Indemnity The Vendor agrees to indemnify and hold harmless and defend TIPS,TIPS Member(s),officers and employees from and against all claims and suits by third parties for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and reasonable attorney's fees, arising out of, or resulting from,Vendor's performance 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. Parties found liable shall pay their proportionate share of damages as agreed by the parties or as ordered by a court of competent jurisdiction over the case. HOWEVER, IN NO INSTANCE SHALL VENDOR BE Negotiated-Non-JOC Vendor Agreement Ver.07302019.rp Page 4 RESPONSIBLE FOR DEFENDING OR LIABLE FOR THE WILLFUL MISCONDUCT, NEGLIGENCE OR GROSS NEGLIGENCE OF ANY THIRD PARTY. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED BY TIPS/ESC REGION 8. Per Texas Education Code §44.032(f), and pursuant to its requirements only, reasonable Attorney's fees are recoverable by the prevailing party in any dispute resulting in litigation. 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. 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 or TIPS Members will submit any orders at any time.TIPS reserves the right to request additional proposals for items or services already on Agreement at any time. Purchase Order Pricing/Product Deviation If a deviation of pricing/product on a purchase order or contract modification occurs between the Vendor and the TIPS Member,TIPS must be notified within five (5) business days of receipt of change order. Termination for Convenience of TIPS Agreement Only TIPS reserves the right to terminate this agreement for cause or no cause for convenience with a thirty(30) days prior written notice.Termination for convenience is conditionally required under Federal Regulations 2 CFR part 200 if the customer is using federal funds for the procurement.All purchase orders presented to the Vendor, but not fulfilled by the Vendor, by a TIPS Member prior to the actual termination of this agreement shall be honored at the option of the TIPS Member.The awarded vendor may terminate the agreement with ninety(90) days prior written notice to TIPS 4845 US Hwy North, Pittsburg,Texas 75686. The vendor will be paid for goods and services delivered prior to the termination provided that the goods and services were delivered in accordance with the terms and conditions of the terminated agreement. This termination clause does not affect the sales agreements executed by the Vendor and the TIPS Member customer pursuant to this agreement.TIPs Members may negotiate a termination for convenience clause that meets the needs of the transaction based on applicable factors, such as funding sources or other needs. TIPS Member Purchasing Procedures Usually, purchase orders or their equal are issued by participating TIPS Member to the awarded vendor and should indicate on the order that the purchase is per the applicable TIPS Agreement number. Orders are typically emailed to TIPS at tipspo@tips-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 for an alternative submission schedule). 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 reasonably fully informed of and in compliance with all ordinances and regulations pertaining to the lawful Negotiated-Non-JOC Vendor Agreement Ver.07302019.rp Page 5 provision of goods or services under the Agreement.TIPS and TIPS Members reserves the right to stop work and/or cancel an order or terminate this or any other sales Agreement of any awarded vendor whose license(s) required for performance under this Agreement have expired, lapsed, are suspended or terminated subject to a 30-day cure period unless prohibited by applicable statue or regulation. Novation If awarded vendor sells or transfers all assets, rights or the entire portion of the assets or rights required to perform this Agreement,a successor in interest must guarantee to perform all obligations under this Agreement.A simple change of name agreement will not change the Agreement obligations of awarded vendor.TIPS will consider Contract Assignments on a case by case basis. TIPS must be notified within five (5) business days of the transfer of assets or rights. Site Requirements(only when applicable to service or job) Cleanup: When performing work on site at a TIPS Member's property, awarded vendor shall clean up and remove all debris and rubbish resulting from their work as required or directed by TIPS Member or as agreed by the parties. Upon completion of work, the premises shall be left in good repair and an 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 unless otherwise agreed by the TIPS Member. 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. Smoking Persons working under Agreement shall adhere to the TIPS Member's or local smoking statutes, codes or policies. Marketing Awarded vendor agrees to allow TIPS to use their name and logo within TIPS website, marketing materials and advertisement subject to any reasonable restrictions provided to TIPS in the Proposal to the Solicitation. The Vendor may submit an acceptable use directive for Vendor's names and logos with which TIPS agrees to comply. Any use of TIPS name and logo or any form of publicity, inclusive of press release, regarding this Agreement by awarded vendor must have prior approval from TIPS which will not be unreasonably withheld. Request may be made by email to TIPS@TIPS-USA.COM Supplemental Agreements The TIPS Member entity participating in the TIPS Agreement and awarded vendor may enter into a separate Supplemental Agreement or contract to further define the level of service requirements over and above the Negotiated-Non-JOC Vendor Agreement Ver.07302019.rp Page 6 minimum defined in this Agreement such as but not limited to, invoice requirements, ordering requirements, specialized delivery, etc. Any Supplemental Agreement or contract developed as a result of this Agreement is exclusively between the TIPS Member entity customer and the Vendor. TIPS, its agents,TIPS Members and employees not a party to the Supplemental Agreement with the TIPS Member customer, shall not be made party to any claim for breach of such agreement unless named and agreed by the Party in question in writing in the agreement. If a Vendor submitting a Proposal requires TIPS and/or TIPS Member to sign an additional agreement,those agreements shall comply with the award made by TIPS to the Vendor. Supplemental Vendor's Agreement documents may not become part of TIPS's Agreement with vendor unless and until an authorized representative of TIPS reviews and approves it. TIPS review and approval may be at any time during the life of this Vendor Agreement.TIPS permits TIPS Members to negotiate additional terms and conditions with the Vendor for the provision of goods or services under the Vendor's TIPS Agreement so long as they do not materially conflict with this Agreement. Survival Clause All applicable sales, leases, Supplemental Agreements, contracts, software license agreements,warranties or service agreements that were entered into between Vendor and TIPS or the TIPS Member Customer under the terms and conditions of this Agreement shall survive the expiration or termination of this Agreement.All Orders, Purchase Orders issued or contracts executed by TIPS or a TIPS Member and accepted by the Vendor prior to the expiration or termination of this agreement, shall survive expiration or termination of the Agreement, subject to previously agreed terms and conditions agreed by the parties or as otherwise specified herein relating to termination of this agreement. 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 the applicable Solicitation that resulted in this Vendor Agreement and any awarded Agreement thereof.Applicable laws and regulations must be followed even if not specifically identified herein. Audit rights Due to transparency statutes and public accountability requirements of TIPS and TIPS Members', the 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 of TIPS related purchases 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. In order to ensure and confirm compliance with this agreement,TIPS shall have authority to conduct audits of Awarded Vendor's pricing or TIPS transaction documentation with TIPS Members with 30 days' notice unless the audit is ordered by a Court Order or by a Government Agency with authority to do so without notice. 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 to investigate any possible non- compliant conduct or may terminate the Agreement according to the terms of this Agreement. In the event of an audit,the requested materials shall be reasonably provided in the time,format and at the location acceptable to Region 8 ESC or TIPS. TIPS agrees not to perform a random audit the TIPS transaction documentation more than once per calendar year, but reserves the right to audit for just cause or as required by any governmental agency or court with regulatory authority over TIPS or the TIPS Member. 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 full 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 Negotiated-Non-JOC Vendor Agreement Ver.07302019.rp Page 7 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. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue,Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court.The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Titus County,Texas. 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 desires goods or services awarded to the Vendor. Notification may occur via phone,the web, courier, email,fax, or in person. Upon notification of a pending request,the awarded vendor shall acknowledge the TIPS Member's request as soon as possible, but must make contact with the TIPS Member within two working days. Status of TIPS Members as Related to This Agreement TIPS Members stand in the place of TIPS as related to this agreement and have the same access to the proposal information and all related documents. TIPS Members have all the same rights under the awarded Agreement as TIPS. Vendor's Resellers as Related to This Agreement Vendor's Named Resellers under this Agreement shall comply with all terms and conditions of this agreement and all addenda or incorporated documents.All actions related to sales by Authorized Vendor's Resellers under this Agreement are the responsibility of the Awarded Vendor. If Resellers fail to report sales to TIPS under your Agreement,the awarded Vendor is responsible for their contractual failures and shall be billed for the fees. The awarded vendor may then recover the fees from their named reseller. 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 if requested by either party.TIPS, or its representatives, reserves the right to inspect any project and audit the awarded Vendor's TIPS project files, documentation and Negotiated-Non-JOC Vendor Agreement Ver.07302019.rp Page 8 correspondence related to the requesting TIPS Member's order. If there are confidentiality requirements by either party,TIPS shall comply to the extent permitted by law. Incorporation of Solicitation The TIPS Solicitation which resulted in this Vendor Agreement, whether a Request for Proposals,the Request for Competitive Sealed Proposals or Request for Qualifications solicitation, or other,the Vendor's response to same and all associated documents and forms made part of the solicitation process, including any addenda, are hereby incorporated by reference into this Agreement as if copied verbatim. SECTION HEADERS OR TITLES THE SECTON HEADERS OR TITLES WITHIN THIS DOCUMENT ARE MERELY GUIDES FOR CONVENIENCE AND ARE NOT FOR CLASSIFICATION OR LIMITING OF THE RESPONSIBILITES OF THE PARTIES TO THIS DOCUMENT. STATUTORY REQUIREMENTS Texas governmental entities are prohibited from doing business with companies that fail to certify to this condition as required by Texas Government Code Sec. 2270. By executing this agreement,you certify that you are authorized to bind the undersigned Vendor and that your company (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. You certify that your company is not listed on and does not and will not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at hittp.s//com ptirglll. ..1...: a.s..gpv/ .urchasing/ .p,cs/ffgir .g... terirprist p.jff You certify that if the certified statements above become untrue at any time during the life of this Agreement that the Vendor will notify TIPS within three (3) business day of the change by a letter on Vendor's letterhead from and signed by an authorized representative of the Vendor stating the non-compliance decision and the TIPS Agreement number and description at: Attention: General Counsel ESC Region 8/The Interlocal Purchasing System (TIPS) 4845 Highway 271 North Pittsburg,TX,75686 And by an email sent to biids@tips--u.sa.comi Insurance Requirements The undersigned Vendor agrees to maintain the below minimum insurance requirements for TIPS Contract Holders. General Liability $1,000,000 each Occurrence/Aggregate Automobile Liability $300,000 Includes owned, hired & non-owned Workers'Compensation Statutory limits for the jurisdiction in which the Vendor performs under this Agreement. Umbrella Liability $1,000,000 When the contractor or its subcontractors are liable for any damages or claims, the contractors' policy,when the Vendor is responsible for the claim, must be primary over any other valid and collectible insurance carried by the District.Any immunity available to TIPS or TIPS Members shall not be used as a defense by the contractor's Negotiated-Non-JOC Vendor Agreement Ver.07302019.rp Page 9 insurance policy. The coverages and limits are to be considered minimum requirements and in no way limit the liability of the Contractor(s). Insurance shall be written by a carrier with an A-;VII or better rating in accordance with current A.M. Best Key Rating Guide. Only deductibles applicable to property damage are acceptable, unless proof of retention funds to cover said deductibles is provided. "Claims made" policies will not be accepted. Vendor's required minimum coverage shall not be suspended,voided, cancelled, non-renewed or reduced in coverage or in limits unless replaced by a policy that provides the minimum required coverage except after thirty(30) days prior written notice by certified mail, return receipt requested has been given to TIPS or the TIPS Member if a project or pending delivery of an order is ongoing. Upon request, certified copies of all insurance policies shall be furnished to the TIPS or the TIPS Member. Special Terms and Conditions • Orders: All vendor orders received from TIPS Members must be emailed to TIPS at tipspo@tips- usa.com. Should a TIPS Member send an order directly to the Vendor, it is the Vendor's responsibility to forward a copy of the order to TIPS at the email above within 3 business days and confirm its receipt with TIPS. • Vendor Encouraging Members to bypass TIPS agreement: Encouraging TIPS Members to purchase directly from the Vendor or through another agreement, when the Member has requested using the TIPS cooperative Agreement or price, and thereby bypassing the TIPS Agreement is a violation of the terms and conditions of this Agreement and will result in removal of the Vendor from the TIPS Program. • Order Confirmation:All TIPS Member Agreement orders are approved daily by TIPS and sent to vendor. The Vendor should confirm receipt of orders to the TIPS Member (customer)within 3 business days. • Vendor custom website for TIPS: If Vendor is hosting a custom TIPS website, updated pricing when effective.TIPS shall be notified when prices change in accordance with the award. • Back Ordered Products: If product is not expected to ship within the time provided to the TIPS member by the Vendor,customer is to be notified within 3 business days and appropriate action taken based on customer request. The TIPS Vendor Agreement Signature Page is inserted here. Negotiated-Non-JOC Vendor Agreement Ver.07302019.rp Page 10 TIPS Vendor Agreement Signature Form 2001 hnn )logy odua, m(11 Sy vit Company Name DataVox, Inc 6650 W Sam Houston Parkway S Address Houston State Zip TX 77072 City Phone -713-881 -7107 Fax 713-881-7207 Email of Authorized Representative neil@datavoknet Name of Authorized Representative Neil Ferguson Title SR VP Marketing Signature of Authorized Representative 4/20/20 Date TIPS Authorized Representative Name Meredith Barton Title Chief Operating Officer TIPS Authorized Representative Signatur,, Approved by ESC Region 8 Date 5/5/2020 Page 10 of 10 DocuSign Envelope ID: 0D6A08A9-9263-429C-8773-8253DEFBD0B4 Audio Visual Proposal for City of Pearland 3519 Liberty Drive Pearland, TX 77581 Police Combine & Divide Training Room DVXA-13221 Revision : 1 Last Modified : 3/18/2022 Note: This proposal is valid until 4/17/2022 Account Manager Jeff Dixon System Design Allen Allen, CTS THE INTERLOCAL PURCHASING SYSTEM TIPS Contract Number: 200105 �I• Data I/ox 6650 W. Sam Houston Pkwy S. I Houston, TX 77072 1713-881-5300 5215 North O'Connor Blvd 11th Floor I Irving, TX 75039 1817-288-2700 DocuSign Envelope ID: 0D6A08A9-9263-429C-8773-8253DEFBD0B4 DataVox Corporate Profile DataV Advanced Technology Solution Partner Since 1988 DataVox Summary Since 1988, thousands of businesses have counted on Data Vox to be their trusted advanced technology partner. With Data Vox, 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 Audio Visual Cisco Systems ,ll Mobility Cloud Cyber Data Center IT Support & Solutions Security Technologies Managed Services Network Network Phone Cabling Technology Systems 00 0 0 000 0 000 0 000 CI= 000 Physical Smart Security Building 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. * Price Includes Accessories © 2022 DataVox, Inc. All rights reserved 3/18/2022 Page 2 of 24 DocuSign Envelope ID: 0D6A08A9-9263-429C-8773-8253DEFBD0B4 City of Pearland Police Combine & Divide Training Room DataVux DVXA-13221 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: • DataVox assumes all existing and installed or owner furnished equipment (OFE) to be fully functional and in good working order prior to on -site services. All OFE equipment is required to be located inside proposed installation room prior to on -site services. Should additional or replacement equipment be required to complete proposed scope of work, additional costs may be quoted. • Customer must provide plywood backing at all proposed 65" or larger flat panel display locations. Customer must provide (1) 15 -amp circuit with duplex outlet at each proposed display location. DataVox will coordinate with the customer's IT Team on Barco ClickShare network configuration. DataVox will coordinate with the customer's IT Team on AV network switch configuration. Customer is responsible for Cisco codec registration/configuration. DataVox has included a ClickShare trade-in promotion for returning the existing ClickShare CSE-200 system back to the manufacturer. The Barco ClickShare system components will be decommissioned by DataVox who will return the unit to the manufacturer. Room 2080 This is a divide/combine room with Room 2081. The AV solution consists of removing the existing projector and screen and adding a new 98" display, re -using the existing 55" display on the side wall, re -using an OFE mini -PC, adding a ClickShare wireless presentation, and adding a Cisco codec system with a Cisco 4K PTZ camera at the front of the room, installing an OFE ceiling microphone array, re -using existing ceiling speakers, and adding a Cisco Room Navigator for video conferencing controls. Room 2080 will act at the main conference room when the rooms are combined. All AV infrastructure between the rooms will be located in an existing shared AV rack in a nearby storage closet. Decommissioning: • DataVox will provide labor to remove the existing projector, projector mount, projector screen, and DM transmitter at the podium. Display: • DataVox will provide and install (1) 98" Viewsonic CDE Series LED UHD commercial grade display on the front wall mounted on a Chief fixed wall mount. • DataVox will utilize (1) owner furnished and installed 55" display and articulating wall mounted on the side wall. Audio: • DataVox will utilize and install (1) owner furnished Shure 2x2 ceiling microphone array in the center of the room for voice pickup during video and audio calls. • DataVox will utilize (4) owner furnished and installed in -ceiling speakers for audio reinforcement wired in a single 70V zone tapped at 15 watts. Video Conferencing: • DataVox will provide and install (1) Cisco Room Kit Plus codec mounted in the AV rack connected to the Crestron 8x8 video switcher via HDMI. Two outputs and one input will be routed to and from the Crestron 8x8 video switcher. • DataVox will provide and install (1) Cisco Webex 4K PTZ camera wall mounted at the front of the room connected into a SCT RC5 camera extension system connected to the Crestron 8x8 video switcher. Video Sources: • DataVox will provide and install (1) Barco ClickShare C-10 wireless presentation system in the podium connected into a 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 © 2022 DataVox, Inc. All rights reserved 3/18/2022 Page 3 of 24 DocuSign Envelope ID: 0D6A08A9-9263-429C-8773-8253DEFBD0B4 City of Pearland Police Combine & Divide Training Room Vista Wax DVXA-13221 Crestron HDMI transmitter. A tray accessory has been included. • DataVox will utilize (1) owner furnished and installed mini -PC in the podium connected into a Crestron HDMI transmitter. Transmitters and Receivers: • DataVox will provide and install (2) Crestron DM Lite HDMI transmitter at the podium, one for the ClickShare and one for the mini PC, which will connect to a DM Lite receiver in the AV rack connected into the Crestron 4x2 HDMI switcher. DataVox will utilize an existing shielded Cat5e cable currently in place for one of the transmitters and run a new shielded cable for the second transmitter. • DataVox will utilize (2) owner furnished and installed DM receivers/scalers for HDMI and control at the displays from the Crestron 8x8 video switcher. DataVox has included labor to relocate the DM receiver that was above the projector to behind the 98" display. DataVox will utilize the existing shielded Cat5e cables currently in place. Control: • DataVox will provide and install (1) Cisco Room Navigator control panel at the podium for video conferencing controls. When the rooms are combined, the Room Navigator in Room 2080 will be the main VC system and will be able to route all video input sources and select between the camera in either room. Room 2081 This is a divide/combine room with Room 2080. The AV solution consists of removing the existing projector and screen and adding a new 98" display, re -using the existing 55" display on the side wall, re -using an OFE mini -PC, adding a ClickShare wireless presentation, and adding a Cisco codec system with a Cisco 4K PTZ camera at the front of the room, installing an OFE ceiling microphone array, re -using existing ceiling speakers, and adding a Cisco Room Navigator for video conferencing controls. Room 2080 will act at the main conference room when the rooms are combined. All AV infrastructure between the rooms will be located in an existing shared AV rack in a nearby storage closet. Decommissioning: • DataVox will provide labor to remove the existing projector, projector mount, projector screen, and DM transmitter at the podium. Display: • DataVox will provide and install (1) 98" Viewsonic CDE Series LED UHD commercial grade display on the front wall mounted on a Chief fixed wall mount. • DataVox will utilize (1) owner furnished and installed 55" display and articulating wall mounted on the side wall. Audio: • DataVox will utilize and install (1) owner furnished Shure 2x2 ceiling microphone array in the center of the room for voice pickup during video and audio calls. • DataVox will utilize (4) owner furnished and installed in -ceiling speakers for audio reinforcement wired in a single 70V zone tapped at 15 watts. Video Conferencing: • DataVox will provide and install (1) Cisco Room Kit Plus codec mounted in the AV rack connected to the Crestron 8x8 video switcher via HDMI. Only one output and one input will be routed to and from the Crestron 8x8 video switcher. • DataVox will provide and install (1) Cisco Webex 4K PTZ camera wall mounted at the front of the room connected into a SCT RC5 camera extension system connected to the Crestron 8x8 video switcher. Video Sources: • DataVox will provide and install (1) Barco ClickShare C-10 wireless presentation system in the podium connected into a Crestron HDMI transmitter. A tray accessory has been included. • DataVox will utilize (1) owner furnished and installed mini -PC in the podium connected into a Crestron HDMI transmitter. Transmitters and Receivers: • DataVox will provide and install (2) Crestron DM Lite HDMI transmitter at the podium, one for the ClickShare and one for the mini PC, which will connect to a DM Lite receiver in the AV rack connected into the Crestron 4x2 HDMI switcher. DataVox will utilize an existing shielded Cat5e cable currently in place for one of the transmitters and run a new shielded cable for the second transmitter. 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. * Price Includes Accessories © 2022 DataVox, Inc. All rights reserved 3/18/2022 Page 4 of 24 DocuSign Envelope ID: 0D6A08A9-9263-429C-8773-8253DEFBD0B4 City of Pearland Police Combine & Divide Training Room DataVux DVXA-13221 • DataVox will utilize (2) owner furnished and installed DM receivers/scalers for HDMI and control at the displays from the Crestron 8x8 video switcher. DataVox has included labor to relocate the DM receiver that was above the projector to behind the 98" display. DataVox will utilize the existing shielded Cat5e cables currently in place. Control: • DataVox will provide and install (1) Cisco Room Navigator control panel at the podium for video conferencing controls. When the rooms are combined, the Room Navigator in Room 2080 will be the main VC system and will be able to route all video input sources and select between the camera in either room. IDF This is the shared AV rack for Rooms 2080 & 2081 and will be located in a nearby storage closet. Decommissioning: • DataVox will provide labor to remove (1) ClickShare, (1) Liberty HDMI extender, (2) Crestron DM input cards, (2) Crestron VGA input cards, (1) Crestron DM output card, (1) RDL audio combiner, (1) Symetrix DSP, (1) DVD player, (1) Cisco 10 -port network switch, and (2) Shure wireless mics. Audio: • DataVox will utilize and install (1) owner furnished Biamp Tesira FORTE audio processor with (12) AEC microphone inputs, (8) line outputs, VoIP/analog conferencing, and Dante capabilities. This DSP will provide audio processing for both rooms. VoIP conferencing will not be configured at the time. • DataVox will utilize (1) owner furnished and installed Crown 2 -channel 80W per channel mixer/amp to power the speakers. Video Switching: • DataVox will utilize (1) owner furnished and installed Crestron 8x8 video switcher with (3) OFE HDMI input cards, (2) new HDMI input cards, (2) OFE DM dual output cards, (1) OFE HDMI dual output card, and (1) new HDMI dual output card. • DataVox will provide and install (1) Crestron 4x2 HDMI switcher which will provide switching between the mini PC and ClickShare inputs to the codecs. Control: • DataVox will utilize (1) owner furnished and installed Crestron 3 Series control system for control in both rooms. • DataVox will utilize (1) owner furnished and installed Cisco Catalyst 9300 Series network switch. • DataVox will provide and install (1) Crestron partition sensor in the ceiling next to the partition which will automatically detect the room configuration. When the rooms are divided, only the rooms inputs will be routed to that room's codec. When the rooms are combined, all video inputs and camera inputs will be routable to the codec in Room 2080. Equipment Rack: • DataVox will utilize (1) owner furnished and installed Middle Atlantic 27RU mobile equipment rack in the storage closet to house rack mounted AV devices for both rooms. The existing PDU and UPS will also be re-utilzied. 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 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 © 2022 DataVox, Inc. All rights reserved 3/18/2022 Page 5 of 24 DocuSign Envelope ID: 0D6A08A9-9263-429C-8773-8253DEFBDOB4 City of Pearland Police Combine & Divide Training Room VistaVux DVXA-13221 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 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. • Price Includes Accessories © 2022 DataVox, Inc. All rights reserved 3/18/2022 Page 6 of 24 DocuSign Envelope ID: 0D6A08A9-9263-429C-8773-8253DEFBD0B4 City of Pearland DataVux Police Combine & Divide Training Room DVXA-13221 BASELINE RESPONSIBILITIES DataVox Responsibilities This section lists DataVox's responsibilities for this Audio Visual proposal. • Building Codes: 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 AVIXA. • ADA: All equipment will be installed with provisions for the safety of the operator in accordance with the Americans with Disability Act (ADA) guidelines. Dress Code: All DataVox staff will dress in a professional manner displaying the DataVox logo. All DataVox staff will wear required Personal Protection Equipment (PPE). They will conduct themselves in a professional, courteous and respectful manner to all others present. • Work Environment: DataVox 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. • Electrical and Radio Interference: DataVox will notify the Customer of any hum, distortion, and RF Interference caused by 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. • Supervision: DataVox 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. PM or LT will coordinate with other trades to facilitate and expedite project progress. DataVox will inform the Customer of any interference or potential delays which could impede implementation of the AV system, thereby helping to avoid any additional charges. • Change Orders: DataVox 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. • Coordination Meetings: DataVox recommends weekly coordination meetings between the Customer, DataVox and all other trades in which we will report to the Customer the status of the project. Any identified foreseeable restrictions or insurmountable issues outside our control that could impact the overall project schedule will be reviewed with the Customer. Acknowledged and Accepted Customer Responsibilities This section lists the Customer responsibilities for this Audio Visual proposal. Initial • 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 typically 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. • Secure Storage: provide a secure, climate controlled area on -site to store equipment during the installation period. Delivery of goods, 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 © 2022 DataVox, Inc. All rights reserved 3/18/2022 Page 7 of 24 DocuSign Envelope ID: 0D6A08A9-9263-429C-8773-8253DEFBDOB4 City of Pearland Police Combine & Divide Training Room DataVux DVXA-13221 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 reasons 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 work cannot proceed 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 65" or above, all interactive displays and all displays with an articulating mount will require blocking and/or suitable 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 accessible, clear, dry and unobstructed. They shall be sized as recommended by NEC and AVIXA. • 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 equipment, unless specified otherwise in our proposal. All existing OFE furniture shall 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 integrated lights and lighting control systems provided by others must be able to accommodate third party control connections and protocols. • Drape and Shade Controls Systems: All integrated drape and shade controls systems provided by other must be able to accommodate third party control connections and 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 © 2022 DataVox, Inc. All rights reserved 3/18/2022 Page 8 of 24 DocuSign Envelope ID: 0D6A08A9-9263-429C-8773-8253DEFBD0B4 City of Pearland Police Combine & Divide Training Room VistaVux DVXA-13221 LOCATION SUMMARY * Location Pricing Excludes all Optional and Alternate Components Location Price Divide & Combine Training Room: Room 2080 $28,647.53 Divide & Combine Training Room: Room 2081 $28,647.53 Divide & Combine Training Room: IDF $14,274.12 Divide & Combine Training Room: General Total Price (Excludes Sales Tax): $10,422.84 $81,992.02 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. * Price Includes Accessories © 2022 DataVox, Inc. All rights reserved 3/18/2022 Page 9 of 24 DocuSign Envelope ID: 0D6A08A9-9263-429C-8773-8253DEFBD0B4 City of Pearland Police Combine & Divide Training Room Data Vox DVXA-13221 BILL OF MATERIALS Divide & Combine Training Room: Room 2080 Equipment Monitors & Mounts 1 OFE GENERIC 50-59 [OFE] - Owner Furnished 55" Display 1 OFE GENERIC - WALL MOUNT [OFE] - Owner Furnished Single -Arm Extension Display Wall Mount 1 Viewsonic CDE9800 98" Diagonal Class (97.6" viewable) LED -backlit LCD display - digital signage / hotel - 4K UHD (2160p) 3840 x 2160 - D -LED Backlight 1 Chief XSM1U U X -Large Fusion Micro -Adjustable Fixed Wall Display Mount 1 DataVox Backing [OFE] - NOTE: This monitor requires proper wall backing in order to be installed over sheet rock. $0.00 $54.00 $0.00 $0.00 $8,959.65 $1,296.00 $229.60 $108.00 $0.00 $0.00 Monitors & Mounts $10,647.25 Audio - Microphones 1 Shure MXA910W-US [OFE] - Ceiling Array Microphone with IntelliMix for 24" Ceiling Grid Installations 150 Belden 2413 D15U1000 CAT6+ (350 MHz), 4 -Pair, U/UTP-Unshielded, Plenum-CMP, Premise Horizontal Cable - Blue $0.00 $216.00 $51.00 $132.00 Audio - Microphones $399.00 Audio Components 4 OFE GENERIC CEILING SPEAKER [OFE] - Owner Furnished In -Ceiling Speaker *Field verify make and model 4 OFE GENERIC 16/2 [OFE] - Owner Furnished and Installed 16 Gauge, 2 Conductor Cable $0.00 $0.00 $0.00 $0.00 Audio Components $0.00 Video Conferencing 1 Cisco CS-KITPLPTZ4K-K9 Webex Room Kit Plus With Codec, Webex 4K Camera, And Navigator Touch Panel 150 Belden 2413 D15U1000 CAT6+ (350 MHz), 4 -Pair, U/UTP-Unshielded, Plenum-CMP, Premise Horizontal Cable - Blue 1 C2G 27153 10ft Cat6 Snagless Unshielded (UTP) Ethernet Network Patch Cable - Black $9,913.94 $648.00 $51.00 $132.00 $5.84 $11.00 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. * Price Includes Accessories © 2022 DataVox, Inc. All rights reserved 3/18/2022 Page 10 of 24 DocuSign Envelope ID: 0D6A08A9-9263-429C-8773-8253DEFBD0B4 City of Pearland VistaVux Police Combine & Divide Training Room DVXA-13221 2 C2G 50182 6Ft Premium High Speed HDMI Cable With Ethernet - 4K 60Hz 1 Cisco CON-ECDN-CSKITP9L ESS WITH 8X5XNBD - Webex Room Kit Plus With Codec, Webex 4K Camera, And Navigator Touch Panel 1 Shure VCC3 3.5mm to Block Cable, Pair $32.40 $1,106.16 $85.50 $21.60 $10.80 $ 54.00 Video Conferencing $12,072.24 Video Sources 1 Barco ClickShare C-10 ClickShare C-10 Wireless Presentation System For Medium -Sized And Large Meeting Rooms - Includes (1) Gen4 USB-C Button 1 Barco ClickShare Tray ClickShare Tabletop Tray - USB Button Holder 1 C2G 50182 6Ft Premium High Speed HDMI Cable With Ethernet - 4K 60Hz 1 OFE MINI -PC [OFE] - Owner Furnished Mini -PC. Field verify HDMI, USB & Network Connections. $1,261.50 $216.00 $68.73 $13.50 $16.20 $10.80 $0.00 $54.00 Video Sources $1,640.73 Transmitters & Receivers 2 Crestron Electronics DM-RMC-SCALER-C [OFE] - DigitalMedia 8g+ Scaler Receiver & Room Controller 2 OFE GENERIC 22/2 [OFE] - Owner Furnished and Installed 22 Gauge, 2 Conductor Cable 2 OFE GENERIC HDMI [OFE] - Owner Furnished HDMI Cord 2 OFE GENERIC SHIELDED CAT5e/CAT6 [OFE] - Owner Furnished and Installed Shielded CAT5e/CAT6 Connection 1 Crestron Electronics HD -TX -101 -C -E DM Lite - HDMI over CATx Transmitter, Surface Mount 150 Belden 1213F-D15A1000 CAT5e+ (350MHz), 4 -Pair, F/UTP-foil Shielded, Plenum-CMP, Premise Horizontal cable, Blue 2 C2G 50182 6Ft Premium High Speed HDMI Cable With Ethernet - 4K 60Hz 2 Crestron Electronics DM-8G-CONN-WG-1 Connector with wire guide for DM-CBL-8G DigitalMedia 8G cable, Single Unit 1 Crestron Electronics HD-RX-101-C-E DM Lite - HDMI over CATx Receiver, Surface Mount 1 Crestron Electronics HD -TX -101 -C -E DM Lite - HDMI over CATx Transmitter, Surface Mount $0.00 $108.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $225.59 $54.00 $87.00 $132.00 $32.40 $21.60 $6.84 $35.86 $225.59 $54.00 $225.59 $54.00 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. * Price Includes Accessories © 2022 DataVox, Inc. All rights reserved 3/18/2022 Page 11 of 24 DocuSign Envelope ID: 0D6A08A9-9263-429C-8773-8253DEFBD0B4 City of Pearland VistaVux Police Combine & Divide Training Room DVXA-13221 2 C2G 50182 6Ft Premium High Speed HDMI Cable With Ethernet - 4K 60Hz 1 Crestron Electronics HD-RX-101-C-E DM Lite - HDMI over CATx Receiver, Surface Mount 1 OFE GENERIC SHIELDED CAT5e/CAT6 [OFE] - Owner Furnished and Installed Shielded CAT5e/CAT6 Connection 1 SCT RC5-CW4-KS RemoteCam5 Digital PTZ Camera Extension Kits for the Cisco Webex 4K - Includes Camera Mount & Rack Shelf 150 Belden 2413 D15U1000 CAT6+ (350 MHz), 4 -Pair, U/UTP-Unshielded, Plenum-CMP, Premise Horizontal Cable - Blue $32.40 $225.59 $0.00 $21.60 $ 54.00 $0.00 $1,650.25 $216.00 $51.00 $132.00 Transmitters & Receivers $3,645.31 Services 1 DataVox DECOMMISSIONING Labor To Un-Install Existing Owner Furnished Equipment Note: The Customer is responsible for transportation, storage, and/or disposal of all decommissioned equipment. 1 OFE GENERIC FIXED PROJECTOR SCREEN - LARGE [OFE] - Owner Furnished And Wall Mounted Fixed Projection Screen 1 OFE GENERIC PROJECTOR [OFE] - Owner Furnished And Ceiling Mounted Epson Projector 1 OFE GENERIC TRANSMITTER [OFE] - Owner Furnished Crestron DM -TX -201-C Transmitter In The Presentation Podium $0.00 $243.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Services $243.00 Total: $28,647.53 Divide & Combine Training Room: Room 2081 Equipment Monitors & Mounts 1 OFE GENERIC 50-59 [OFE] - Owner Furnished 55" Display 1 OFE GENERIC - WALL MOUNT [OFE] - Owner Furnished Single -Arm Extension Display Wall Mount 1 Viewsonic CDE9800 98" Diagonal Class (97.6" viewable) LED -backlit LCD display - digital signage / hotel - 4K UHD (2160p) 3840 x 2160 - D -LED Backlight 1 Chief XSM1U U X -Large Fusion Micro -Adjustable Fixed Wall Display Mount 1 DataVox Backing [OFE] - NOTE: This monitor requires proper wall backing in order to be installed over sheet rock. $0.00 $0.00 $8,959.65 $229.60 $0.00 $54.00 $0.00 $1,296.00 $108.00 $0.00 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. * Price Includes Accessories © 2022 DataVox, Inc. All rights reserved 3/18/2022 Page 12 of 24 DocuSign Envelope ID: 0D6A08A9-9263-429C-8773-8253DEFBD0B4 City of Pearland Police Combine & Divide Training Room Data Vox DVXA-13221 Monitors & Mounts $10,647.25 Audio - Microphones 1 Shure MXA910W-US [OFE] - Ceiling Array Microphone with IntelliMix for 24" Ceiling Grid Installations 150 Belden 2413 D15U1000 CAT6+ (350 MHz), 4 -Pair, U/UTP-Unshielded, Plenum-CMP, Premise Horizontal Cable - Blue $0.00 $216.00 $51.00 $132.00 Audio - Microphones $399.00 Audio Components 4 OFE GENERIC CEILING SPEAKER [OFE] - Owner Furnished In -Ceiling Speaker *Field verify make and model 4 OFE GENERIC 16/2 [OFE] - Owner Furnished and Installed 16 Gauge, 2 Conductor Cable $0.00 $0.00 $0.00 $0.00 Audio Components $0.00 Video Conferencing 1 Cisco CS-KITPLPTZ4K-K9 Webex Room Kit Plus With Codec, Webex 4K Camera, And Navigator Touch Panel 150 Belden 2413 D15U1000 CAT6+ (350 MHz), 4 -Pair, U/UTP-Unshielded, Plenum-CMP, Premise Horizontal Cable - Blue 1 C2G 27153 10ft Cat6 Snagless Unshielded (UTP) Ethernet Network Patch Cable - Black 2 C2G 50182 6Ft Premium High Speed HDMI Cable With Ethernet - 4K 60Hz 1 Cisco CON-ECDN-CSKITP9L ESS WITH 8X5XNBD - Webex Room Kit Plus With Codec, Webex 4K Camera, And Navigator Touch Panel 1 Shure VCC3 3.5mm to Block Cable, Pair $9,913.94 $648.00 $51.00 $132.00 $5.84 $11.00 $32.40 $21.60 $1,106.16 $10.80 $85.50 $54.00 Video Conferencing $12,072.24 Video Sources 1 Barco ClickShare C-10 ClickShare C-10 Wireless Presentation System For Medium -Sized And Large Meeting Rooms - Includes (1) Gen4 USB-C Button 1 Barco ClickShare Tray ClickShare Tabletop Tray - USB Button Holder 1 C2G 50182 6Ft Premium High Speed HDMI Cable With Ethernet - 4K 60Hz $1,261.50 $216.00 $68.73 $13.50 $16.20 $10.80 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. * Price Includes Accessories © 2022 DataVox, Inc. All rights reserved 3/18/2022 Page 13 of 24 DocuSign Envelope ID: 0D6A08A9-9263-429C-8773-8253DEFBD0B4 City of Pearland Police Combine & Divide Training Room Data Vox DVXA-13221 1 OFE MINI -PC [OFE] - Owner Furnished Mini -PC. Field verify HDMI, USB & Network Connections. $0.00 $54.00 Video Sources $1,640.73 Transmitters & Receivers 2 Crestron Electronics DM-RMC-SCALER-C [OFE] - DigitalMedia 8g+ Scaler Receiver & Room Controller 2 OFE GENERIC 22/2 [OFE] - Owner Furnished and Installed 22 Gauge, 2 Conductor Cable 2 OFE GENERIC HDMI [OFE] - Owner Furnished HDMI Cord 2 OFE GENERIC SHIELDED CAT5e/CAT6 [OFE] - Owner Furnished and Installed Shielded CAT5e/CAT6 Connection 1 Crestron Electronics HD -TX -101 -C -E DM Lite - HDMI over CATx Transmitter, Surface Mount 150 Belden 1213F-D15A1000 CAT5e+ (350MHz), 4 -Pair, F/UTP-foil Shielded, Plenum-CMP, Premise Horizontal cable, Blue 2 C2G 50182 6Ft Premium High Speed HDMI Cable With Ethernet - 4K 60Hz 2 Crestron Electronics DM-8G-CONN-WG-1 Connector with wire guide for DM-CBL-8G DigitalMedia 8G cable, Single Unit 1 Crestron Electronics HD-RX-101-C-E DM Lite - HDMI over CATx Receiver, Surface Mount 1 Crestron Electronics HD -TX -101 -C -E DM Lite - HDMI over CATx Transmitter, Surface Mount 2 C2G 50182 6Ft Premium High Speed HDMI Cable With Ethernet - 4K 60Hz 1 Crestron Electronics HD-RX-101-C-E DM Lite - HDMI over CATx Receiver, Surface Mount 1 OFE GENERIC SHIELDED CAT5e/CAT6 [OFE] - Owner Furnished and Installed Shielded CAT5e/CAT6 Connection 1 SCT RCS-CW4-KS RemoteCam5 Digital PTZ Camera Extension Kits for the Cisco Webex 4K - Includes Camera Mount & Rack Shelf 150 Belden 2413 D15U1000 CAT6+ (350 MHz), 4 -Pair, U/UTP-Unshielded, Plenum-CMP, Premise Horizontal Cable - Blue $0.00 $108.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $225.59 $54.00 $87.00 $132.00 $32.40 $21.60 $6.84 $35.86 $225.59 $54.00 $225.59 $54.00 $32.40 $21.60 $225.59 $54.00 $0.00 $0.00 $1,650.25 $216.00 $51.00 $132.00 Transmitters & Receivers $3,645.31 Services 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. * Price Includes Accessories © 2022 DataVox, Inc. All rights reserved 3/18/2022 Page 14 of 24 DocuSign Envelope ID: 0D6A08A9-9263-429C-8773-8253DEFBD0B4 City of Pearland VistaVux Police Combine & Divide Training Room DVXA-13221 1 DataVox DECOMMISSIONING Labor To Un-Install Existing Owner Furnished Equipment Note: The Customer is responsible for transportation, storage, and/or disposal of all decommissioned equipment. 1 OFE GENERIC FIXED PROJECTOR SCREEN - LARGE [OFE] - Owner Furnished And Wall Mounted Fixed Projection Screen 1 OFE GENERIC PROJECTOR [OFE] - Owner Furnished And Ceiling Mounted Epson Projector 1 OFE GENERIC TRANSMITTER [OFE] - Owner Furnished Crestron DM -TX -201-C Transmitter In The Presentation Podium $0.00 $243.00 $0.00 $0.00 $0.00 Services $0.00 $0.00 $0.00 $243.00 Total: $28,647.53 Divide & Combine Training Room: IDF Equipment Labor Audio Components 1 BiAmp TESIRA FORTE DAN VT [OFE] - Fixed I/O DSP with 12 analog inputs, 8 analog outputs, 8 channels configurable USB audio, 32 x 32 channels of Dante, AEC technology (all 12 inputs), 2 channel VoIP, and standard FXO telephone interface 2 C2G 27153 10ft Cat6 Snagless Unshielded (UTP) Ethernet Network Patch Cable - Black 40 Liberty Cable 22-2C-PSH-WHT White Audio And Control 22 AWG 1 Pair Shielded Plenum Cable 1 DataVox PROGRAMMING - DSP Programming of Audio Systems and Digital Signal Processors $0.00 $108.00 $11.68 $22.00 $6.00 $35.20 $0.00 $1,776.00 Audio Components $1,958.88 Speakers & Amplifiers 1 Crown 280MA [OFE] - Amplifier- 80w $0.00 $108.00 Speakers & Amplifiers $108.00 Video Switching 1 Crestron - DO NOT USE DM-MD8X8 [OFE] - 8x8 DigitalMedia Switcher 1 C2G 27153 10ft Cat6 Snagless Unshielded (UTP) Ethernet Network Patch Cable - Black 3 C2G 50182 6Ft Premium High Speed HDMI Cable With Ethernet - 4K 60Hz $0.00 $216.00 $5.84 $11.00 $48.60 $32.40 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. * Price Includes Accessories © 2022 DataVox, Inc. All rights reserved 3/18/2022 Page 15 of 24 DocuSign Envelope ID: 0D6A08A9-9263-429C-8773-8253DEFBD0B4 City of Pearland Police Combine & Divide Training Room VistaVux DVXA-13221 2 Crestron - DO NOT USE DMC-4K-CO-HD [OFE] - 2 -channel 4k Digitalmedia 8g+ Output Card For DM Switchers 3 Crestron - DO NOT USE DMC-4K-HD [OFE] - 4k HDMI Input Card For DM Switcher 1 Crestron - DO NOT USE DMC-4K-HDO [OFE] - DM Output Card (2) 4K HDMI with Audio 2 Crestron Electronics DMC-4KZ-HD HDMI® 4K60 4:4:4 HDR Input Card for DM® Switchers 1 Crestron Electronics DMC-4KZ-HDO 2 -Channel HDMI 4K60 4:4:4 HDR Scaling Output Card for DM Switcher 1 Crestron Electronics HD-MD4X2-4KZ-E 4x2 4K60 4:4:4 HDR AV Switcher 1 C2G 27153 10ft Cat6 Snagless Unshielded (UTP) Ethernet Network Patch Cable - Black 2 C2G 50182 6Ft Premium High Speed HDMI Cable With Ethernet - 4K 60Hz $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $1,093.78 $108.00 $1,230.51 $54.00 $957.06 $108.00 $5.84 $11.00 $32.40 $21.60 Video Switching $3,936.03 Control Systems 1 Crestron Electronics CP3N [OFE] - 3 -Series Control System With Dual Network Connections 1 C2G 27153 10ft Cat6 Snagless Unshielded (UTP) Ethernet Network Patch Cable - Black 1 Crestron Electronics GLS-PART-CN Cresnet Partition Sensor 150 Liberty Cable 18-4C-PSH-WHT White Commercial Grade General Purpose 18 AWG 4 Conductor Plenum Shielded Cable 1 DataVox PROGRAMMING - CONTROL Programming of Control System and User Interfaces 1 OFE GENERIC SWITCH [OFE] - Owner Furnished Cisco Catalyst 9300 Series Managed Network Switch 1 C2G 27153 10ft Cat6 Snagless Unshielded (UTP) Ethernet Network Patch Cable - Black 1 Generic OFE NETWORK PORT [OFE] - Owner Furnished Network Port $0.00 $ 5.84 $ 54.00 $11.00 $478.53 $108.00 $60.00 $132.00 $0.00 $5,920.00 $0.00 $54.00 $5.84 $11.00 $0.00 $0.00 Control Systems $6,840.21 Equipment Racks 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. * Price Includes Accessories © 2022 DataVox, Inc. All rights reserved 3/18/2022 Page 16 of 24 DocuSign Envelope ID: 0D6A08A9-9263-429C-8773-8253DEFBD0B4 City of Pearland VistaVux Police Combine & Divide Training Room DVXA-13221 1 APC SMT2200RM2U [OFE] - Smart UPS - 1980 Watt/2200 VA, 120 Volt Input/Output, USB Interface Port and 2U Rack Height 1 DataVox RACK DRESSING Labor to Dress Rack Cable, Label, and Redline Drawings 1 Middle Atlantic PDS-620R [OFE] - PDS series rackmount power distribution, 6 outlet, 20A, 6 -step sequence 1 OFE EQUIPMENT RACK [OFE] - Owner Furnished Middle Atlantic 27RU Mobile Equipment Rack $0.00 $108.00 $0.00 $864.00 $0.00 $54.00 $0.00 $0.00 Equipment Racks $1,026.00 Services 1 DataVox DECOMMISSIONING Labor To Un-Install Existing Owner Furnished Equipment Note: The Customer is responsible for transportation, storage, and/or disposal of all decommissioned equipment. 1 Barco ClickShare CSE-200 [OFE] - CSE-200 Barco ClickShare Wireless Presentation System - Supports Split Screen Presenters, 1080p, 1 HDMI Output, Includes 2 USB-A ClickShare Buttons 2 Crestron - DO NOT USE DMC-4K-C [OFE] - HDBaseT® Certified 4K DigitalMedia 8G+TM Input Card for DM ® Switchers 1 Crestron - DO NOT USE DMC-4K-CO-HD [OFE] - 2 -channel 4k Digitalmedia 8g+ Output Card For DM Switchers 2 Crestron Electronics DMC-VGA [OFE] - VGA Input Card For Dm Switchers 1 Liberty AV DL-HD70 [OFE] - Black HDMI over twisted pair set with power and control 1 OFE GENERIC AUDIO INTERFACE [OFE] - Owner Furnished RDL Audio Divider/Combiner 1 OFE GENERIC DSP [OFE] - Owner Furnished Symetrix SymNet Express 4 Cobra Digital Signal Processor 1 OFE GENERIC DVD PLAYER [OFE] - Owner Furnished JVC Combination DVD/VHS Player 1 OFE GENERIC SWITCH [OFE] - Owner Furnished Cisco 10 -port Managed Network Switch 2 OFE GENERIC WIRELESS MICROPHONE [OFE] - Owner Furnished Shure SLX4 Wireless Microphone Receiver $0.00 $405.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Services $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $405.00 ai • Total: $14,274.12 Divide 81 Combine Training Room: General 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. * Price Includes Accessories © 2022 DataVox, Inc. All rights reserved 3/18/2022 Page 17 of 24 DocuSign Envelope ID: 0D6A08A9-9263-429C-8773-8253DEFBD0B4 City of Pearland Police Combine & Divide Training Room VistaVux DVXA-13221 General & Administrative 1 DataVox CAD SERVICES CAD and Revit Drawings, One -Lines and As -Built Documentation 1 DataVox COMMISSIONING Commissioning Services, Testing and Tuning 1 DataVox DESIGN AV Design and Engineering Services 1 DataVox DVX-MISC-CABL (By Project) Miscellaneous Cables, Connectors, and Hardware 1 DataVox PROJECT MANAGEMENT Project Management - Planning, Scheduling, Order Processing, Construction Meetings and Wrap Up 1 DataVox SHIPPING (By Project) Shipping and Handling Charges 1 DataVox TRAINING User Documentation and Hands -On Training $0.00 $1,400.00 $0.00 $864.00 $0.00 $280.00 $3,099.89 $0.00 $0.00 $3,360.00 $1,394.95 $0.00 $0.00 $324.00 General & Administrative $10,722.84 Special Pricing 1 Barco Manufacturer Trade -In Promotion (C-10) ClickShare System Will Be Verified By The Manufacturer Via Serial Number To Qualify For Promotional Trade -In Discount. Barco ClickShare System Components Will Be Decommissioned By Datavox Who Will Return Equipment To The Manufacturer, Completing The Trade -In Program Requirements. ($300.00) $0.00 Special Pricing ($300.00) Total: $10,422.84 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. © 2022 DataVox, Inc. All rights reserved 3/18/2022 Page 18 of 24 DocuSign Envelope ID: 0D6A08A9-9263-429C-8773-8253DEFBD0B4 City of Pearland Police Combine & Divide Training Room VistaVux DVXA-13221 PROJECT PRICING SUMMARY Total Installation Price: $81,992.02 Grand Total: $81,992.02 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. © 2022 DataVox, Inc. All rights reserved 3/18/2022 Page 19 of 24 DocuSign Envelope ID: 0D6A08A9-9263-429C-8773-8253DEFBD0B4 City of Pearland Police Combine & Divide Training Room VistaVux DVXA-13221 Purchase Options ❑ Cash Purchase Terms of Payment: Billing Milestones Amount Due Deposit - Due on Signature Progress Payments Final Payment - Due on Completion 40.00 % 55.00 % 5.00 % $32,796.81 $45,095.61 $4,099.60 Total Payments (Excluding Sales Tax): $81,992.02 Support Options (Select One): Description ( For details see Terms & Conditions Support Agreement Obligations): Annual Charge Standard Support Agreement (1 Year) (1 year warranty on workmanship, manufacture warranties still apply, all other labor billable after 1 year) 3 Year Extended Support Agreement (Years 2-3) (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) (1st year free, Excludes sales tax, Billed annually, Extended support begins 1 year after first substantial use) Acknowledged and Accepted Included $5,739.44 $4,919.52 Initial 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. © 2022 DataVox, Inc. All rights reserved 3/18/2022 Page 20 of 24 DocuSign Envelope ID: 0D6A08A9-9263-429C-8773-8253DEFBD0B4 City of Pearland Police Combine & Divide Training Room Data Vox DVXA-1 3221 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: 5D/ocuSigned by: -DocuSigned by: eUA , t10 , By: etAWSNA, �l.rb�li2 H, utF h44C .. 1ii528:ikib9GG04b0... (Signature) (Signature) Name: Title: Date: John Layton Name: Clay Pearson VP Audio Visual Solutions 5/9/2022 I 9:14 AM PDT Title: City Manager Date: 5/16/2022 1 10:11 AM CDT 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. © 2022 DataVox, Inc. All rights reserved 3/18/2022 Page 21 of 24 DocuSign Envelope ID: 0D6A08A9-9263-429C-8773-8253DEFBD0B4 City of Pearland Police Combine & Divide Training Room Data Vox DVXA-13221 TERMS AND CONDITIONS This document defines additional terms and conditions that shall govern the execution of all scopes of work. 1. Construction This writing constitutes additional terms and conditions between DataVox and Customer and is in addition to the terms and conditions set forth in the TIPS contract with DataVox which is incorporated by reference. A copy of this contract may be found online at https://www.datavox.net/state-purchasing-cooperatives/tips/. No course of prior dealings between the parties or trade usage shall be relevant to determine the meaning of this Agreement. This Agreement is entered into and shall be performable in the State of Texas. 2. Software Defect Resolution DataVox shall use its best commercial efforts to troubleshoot software issues that may arise during the project. If a software issue is determined to be a software defect (previously documented or newly discovered), resolution of said issue is expressly outside of the scope of work. Issues of this kind do not constitute a valid reason for non-payment in full. It is the responsibility of the customer and software manufacturer to resolve the issue. Should the Customer want DataVox to be involved in the process to downgrade, update, upgrade and/or test software releases, the Customer may authorize the out of scope expenses using the standard project change request process. 3. Limitation and Exclusion of Warranties Except as otherwise provided herein, DataVox hereby warrants the described equipment against defective parts from the date of installation for the period specified by the manufacturer; and warrants that the installation of said equipment shall be performed in a workmanlike manner. Customer acknowledges that DataVox may provide products and services manufactured or provided by others. DataVox makes no independent warranty with respect to such products and services provided by third parties. Customer acknowledges and agrees that DataVox shall have no responsibility or liability for products or services manufactured or provided by any third party. Subject to payment by Customer of all amounts due under this Agreement, DataVox hereby transfers any transferable warranties from the manufacturers of products and services provided under this Agreement. Customer's exclusive remedy under these warranties shall be the repair and replacement by DataVox at the expense of DataVox of non -conforming equipment or parts thereof with reasonably equivalent equipment or parts; unless, however, the equipment or any part thereof is damaged or rendered unserviceable as a result of Customer's negligence, abuse, mishandling, attempting to connect the equipment to direct current, or damaged by lightning or acts of God in any of which case or cases, DataVox shall have no obligations to Customer. DataVox recommends that all DataVox installed systems be equipped with battery backups. If the Customer disregards this recommendation; and a failure is directly attributed to not having a battery backup, such service as may be required will be billed for time and materials, as a TIPS contract sale, billed at the agreed upon TIPS prices. THIS WARRANTY IS THE ONLY WARRANTY GIVEN BY DATAVOX, AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED ARE EXCLUDED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE HEREOF. Voice and data transmission are provided by third parties, such as a telephone company or over the internet. Accordingly, DataVox cannot warrant that such transmission will always be available or will be of acceptable quality. In particular, if Customer elects to use the Voice over Internet Protocol (VoIP) to transmit voice over the internet, Customer may experience (i) transmission that is not of uniform, reliable or acceptable quality; (ii) inability to connect directly to emergency and "911" services; and (iii) inability to connect to directory and operator assistance. Customer should be aware that VoIP service is not regulated by the Federal Communications Commission (FCC) and the FCC does not provide certain consumer safeguards that are available in the traditional telephone environment. Only DataVox may perform service or maintenance on equipment covered by this warranty. IT IS EXPRESSLY AGREED AND 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. © 2022 DataVox, Inc. All rights reserved 3/18/2022 Page 22 of 24 DocuSign Envelope ID: 0D6A08A9-9263-429C-8773-8253DEFBD0B4 City of Pearland Police Combine & Divide Training Room VistaVux DVXA-13221 UNDERSTOOD THAT THIS WARRANTY WILL BE NULL AND VOID IF ANY PERSON OTHER THAN A DATAVOX EMPLOYEE PERFORMS ANY SERVICE OR MAINTENANCE WORK ON THE EQUIPMENT COVERED BY THIS WARRANTY. In such event, DataVox shall have no further obligation or liability under this warranty. 4. Waiver, Amendment, Notice, Termination Any waiver of rights hereunder or any amendment or requirement of notice of termination hereof shall not be effective unless made in writing and signed by the party against whom such waiver, amendment, notice or termination is sought to be enforced. 5. Risk of Loss; Non -Performance by Telephone Company and Others Upon installation of the Equipment, Customer shall bear the risk of loss regardless of any breach by DataVox of any provisions hereof. Although DataVox, Inc. will or may assist Customer by coordinating initiation or transfer of service through telephone companies or other third parties, Customer assumes all risk of non-performance, including untimely or otherwise improper performance, of any such third parties; DataVox, Inc. and its employees assume no responsibility for any failings of these third parties or their service and equipment. With regard to VOICE MAIL systems, if any, Customer further assumes all risk of malfunction and deficient or substandard performance caused by third party telecommunication transmission equipment, lines and systems, including pay phones, cellular phones and long distance services; DataVox, Inc. and its employees assume no responsibility for any failings of these third parties or their service and equipment. 6. Limitations of Liability In no event will either party be liable or responsible to the other for any type of incidental, exemplary, special, punitive, indirect or consequential damages, including, but not limited to, lost revenue, lost profits, replacement goods, loss of technology, rights or services, loss of data, or interruption or loss of use of service or equipment, even if advised of the possibility of such damages, whether arising under theory of contract, tort (including negligence), strict liability or otherwise. Further, no cause of action which accrued more than two (2) years prior to the filing of a suit alleging such cause of action may be asserted against DataVox. 7. Virus Protection Customer agrees and understands it is Customer's responsibility to install and run an antivirus program on all workstations and servers at/or prior to installation. Customer agrees to take whatever steps Customer deems appropriate to ensure there is adequate and up to date virus protection on all workstations and servers. Customer expressly agrees that DataVox, Inc. shall have no liability for the loss of any such data, downtime or other damage caused by a computer virus. 8. Data Back-up Customer agrees to take whatever steps Customer deems appropriate to ensure there are adequate, up to date back-ups made of all data on any computer, server, hard drive, or other storage device of Customer. In the event of failure, it is expressly understood that DataVox will restore the most recent back-up for systems covered under warranty or maintenance. Any additional programming due to out of date database will not be covered under warranty or maintenance and will be billed on an hourly basis as a TIPS contract sale, at the agreed upon TIPS prices. Customer expressly agrees that DataVox shall have no liability for the loss of any such data, which may occur during or after the installation process, or for any consequential damage resulting from any such loss of data. 9. Attorney's Fees Only if ordered by a court of competent jurisdiction, Customer shall pay to DataVox all attorney's fees, court costs, and all other expense, which may be incurred by DataVox in enforcing, or attempting to enforce, any of its rights under this Agreement, or against any guarantors hereof, or with respect to any matters connected with the subject matter hereof. 10. Severability This Agreement and all provisions hereof are intended to be severable, and this Agreement shall remain enforceable in the event any provision hereof is declared invalid. 11. Payment Terms The balance due after required deposit will be progress -billed based on achieved milestones determined by DataVox. All DataVox invoices to the Customer are due and payable net 30 days from the invoice date, or as provided by the Texas Prompt 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. © 2022 DataVox, Inc. All rights reserved 3/18/2022 Page 23 of 24 DocuSign Envelope ID: 0D6A08A9-9263-429C-8773-8253DEFBDOB4 City of Pearland Police Combine & Divide Training Room VistaVux DVXA-13221 Payment Act, Texas Gov't Code §2251 et seq. The Customer agrees to pay DataVox interest on all past due amounts at a rate of 1.5% per month (18% per annum), but not to exceed the amount permitted by the applicable law of the jurisdiction where Customer resides. Deposit payments must be received by DataVox before commencement of a project. The payment terms of this contract are subject to change by DataVox at any time based on a review of the customer's credit. 13. Work Hours DataVox has priced the professional service proposal assuming that all work will be done during normal business hours which DataVox defines as Monday through Friday, 8:00am to 5:00pm, excluding holidays. The go live activity is the only activity in which DataVox 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 which shall not exceed the pricing proposed to TIPS. Scheduling and availability of resources outside of normal business hours is not guaranteed unless the Project Manager/Coordinator has approved it. 14. Travel The Customer will be billed for time travelled and travel Expenses greater than 70 miles one way from the nearest DataVox facility. The Customer will be billed for the Time Travelled by each DataVox employee at half the cost of the DataVox billable rate per hour. This includes, for example, time spent on an airplane or driving in a car, or as proposed and awarded per the SOW. Travel Expenses will be billed back to the Customer as incurred. These expenses will include airfare (coach) and mileage reimbursement (lodging, transportation, parking, and per diem.) DataVox adheres to the mileage reimbursement and per diem rates determined by the U.S. General Services Administration (GSA). These rates can be referenced on the GSA website, or as proposed and awarded per the SOW. 15. Return Material Authorization DataVox has a Return Material Authorization policy that explains product returns. Approval to return defective and non - defective products is at the sole discretion of DataVox. Products that are defective or dead on arrival (DOA) will be repaired, replaced, or credited according to the manufacturer's warranty. Products that are non -defective that are unopened and unused and can be resold as new may be returned subject to a fifteen percent (15%) restocking fee. Any custom ordered product cannot be returned. Additional detail concerning the DataVox Return Material Authorization policy is available upon request. 16. Currency Unless otherwise specified, all currency listed in DataVox documentation is in US dollars. 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. © 2022 DataVox, Inc. All rights reserved 3/18/2022 Page 24 of 24