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Contract 50657
a5� 7 � r ^> >> City Secretary Contract No.-10 lP� X� CN, � o � FOR"" WORTH, !le6 8 L 95'4 PROFESSIONAL SERVICES AGREEMENT (Information Technology) This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City" or "Client"), a home-rule municipal corporation situated in portions of Tarrant, Denton, Johnson and Wise Counties, Texas, acting by and through its duly authorized Assistant City Manager, and DIGITAL RESOURCES, INC. ("Consultant"), an Oklahoma Corporation and System Integration Entity, and acting by and through Tim Bock its duly authorized Director. City and Consultant are each individually referred to herein as a "party" and collectively referred to as the "parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This for Professional Services Agreement; 2. Exhibit A—Statement Of Work Plus Any Amendments To The Statement Of Work; 3. Exhibit B—Payment Schedule; 4. Exhibit C—Milestone Acceptance Form; 5. Exhibit D—Network Access Agreement; 6. Exhibit E—Signature Verification Form 7. Exhibit F—TIPS Contract 171001 All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. The term"Consultant" or"Contractor" shall include the Consultant or Contractor, and its officers, agents, employees,representatives,servants, contractors or subcontractors. The term"City"shall include its officers, employees, agents, and representatives. 1. Scope of Services. Consultant hereby agrees, with good faith and due diligence, to provide the City with professional consulting services for digital signage hardware and software upgrades citywide. Specifically, Consultant will perform all duties outlined and described in the Statement of Work, which is attached hereto as Exhibit "A" and incorporated herein for all purposes, and further referred to herein as the "Services." Consultant shall perform the Services in accordance with standards in the industry for the same or similar services. In addition, Consultant shall perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. If there is any conflict between this Agreement and Exhibit A,the terms and conditions of this Agreement shall control. 2. Term. This Agreement shall commence upon final execution("Effective Date") and shall Digital Resources,Inc. Professional Services Agreement-Technology MrT k y Rev.9/2017 # a:1 i.„ Page I of 64 ftT.4,TX City Secretary Contract No. expire 12 months after final execution ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This Agreement may be renewed for three (3) one-year periods at the City's option, each a "Renewal Term." The City shall provide Consultant with written notice of its intent to renew at least thirty(30)days prior to the end of each term. 3. Compensation. The City shall pay Consultant an amount not to exceed $88,762.10 in accordance with the provisions of this Agreement and Exhibit`B," Payment Schedule, which is attached hereto and incorporated herein for all purposes. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. City agrees to pay all invoices of Consultant within thirty (30) days of receipt of such invoice. Consultant may charge interest on late payments not to exceed one percent(1%). 4. Termination. 4.1. Convenience. Either the City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2. Breach. If either party commits a material breach of this Agreement, the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. 4.3. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, the City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.4. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Consultant shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Consultant has received access to City information or data as a requirement to perform services hereunder, Consultant shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 5. Disclosure of Conflicts and Confidential Information. 5.1. Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 2 of 64 City Secretary Contract No. disclosure to the City in writing. 5.2. Confidential Information. The City acknowledges that Consultant may use products, materials, or methodologies proprietary to Consultant.The City agrees that Consultant's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Consultant, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 5.3. Unauthorized Access. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Consultant shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event, Consultant shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6. Right to Audit. 6.1. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Consultant involving transactions relating to this Agreement at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant not less than 10 days written notice of any intended audits. 6.2. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor not less than 10 days written notice of any intended audits. 7. Independent Contractor. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants,contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. It is Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 3 of 64 City Secretary Contract No. further understood that the City shall in no way be considered a Co-employer or a Joint employer of Consultant or any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION. 8.1. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,WHETHER REAL OR ASSERTED,TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.2. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF CONSULTANT, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES. 8.3. INTELLECTUAL PROPERTY INFRINGEMENT. 8.3.1. The Consultant warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software, analyses, applications, methods, ways, and processes (in this Section 8C each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights,in the performance of services under this Agreement. 8.3.2. Consultant shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright, trademark,service mark,trade secret,or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with providing the services, or the City's continued use of the Deliverable(s) hereunder. 8.3.3. Consultant agrees to indemnify,defend,settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 4 of 64 City Secretary Contract No. secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as Consultant bears the cost and expense of payment for claims or actions against the City pursuant to this section 8,Consultant shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Consultant in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however,Consultant shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Consultant timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Consultant's duty to indemnify the City under this Agreement. If the Deliverable(s), or any part thereof,is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Consultant shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Consultant, terminate this Agreement, and refund all amounts paid to Consultant by the City, subsequent to which termination City may seek any and all remedies available to City under law. CONSULTANT'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT. 9. Assignment and Subcontracting. 9.1. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment,the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. 9.2. MBE Goal - Delete if N/A - In accordance with City of Fort Worth Ordinance No. 20020-12-2011, the City has goals for the participation of Minority Business Enterprises and Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 5 of 64 City Secretary Contract No. Women Business Enterprises (NMBE) in City contracts. Consultant acknowledges the M/WBE goal established for this contract at insert % of goal and its commitment to meet that goal.Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by Consultant may result in the termination of this agreement and debarment from participating in city contracts for a period of time of not less than three(3)years. 10. Insurance. 10.1. The Consultant shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 10.1.1. Commercial General Liability: 10.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 10.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. 10.1.1.3. Defense costs shall be outside the limits of liability. 10.1.2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including owned, non-owned, or hired vehicles, with a combined limit of not less than$1,000,000 per occurrence. 10.1.3. Professional Liability (Errors & Omissions)in the amount of$1,000,000 per claim and$1,000,000 aggregate limit. 10.1.4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 10.1.5. Technology Liability(Errors&Omissions) 10.1.5.1. Combined limit of not less than $2,000,000 per occurrence;$4million aggregate or 10.1.5.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy.Defense costs shall be outside the limits of liability. 10.1.5.3. Coverage shall include, but not be limited to, the following: 10.1.5.3.1. Failure to prevent unauthorized access; Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 6 of 64 City Secretary Contract No. 10.1.5.3.2. Unauthorized disclosure of information; 10.1.5.3.3. Implantation of malicious code or computer virus; 10.1.5.3.4. Fraud, Dishonest or intentional Acts with final adjudication language; 10.1.5.3.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Consultant under this Agreement; 10.1.5.3.6. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Consultant and may not exceed $50,000 without the written approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the City to evidence coverage; and 10.1.5.3.7. Any other insurance as reasonably requested by City. 10.2. General Insurance Requirements: 10.2.1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 10.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery)in favor of the City of Fort Worth. 10.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten(10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 7 of 64 City Secretary Contract No. 10.2.4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 10.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 10.2.6. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 11. Compliance with Laws,Ordinances, Rules and Regulations. Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. 12. Non-Discrimination Covenant._Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. Notices._Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: TO THE CITY: TO CONSULTANT: City of Fort Worth Digital Resources, Inc. Attn:Assistant City Manager Attn Tim Bock 200 Texas Street 2107 Greenbriar, Suite B Fort Worth TX 76102 Southlake,TX 76092 Facsimile: (817)392-6134 Facsimile: 817-488-0595 With Copy to the City Attorney at same address 14. Solicitation of Employees. Neither the City nor Consultant shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 8 of 64 City Secretary Contract No. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 16. No Waiver. The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. Force Majeure. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 20. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Consultant, their assigns and successors in interest, as to the matters contained herein.Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e- mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 9 of 64 City Secretary Contract No. 25. Warranty of Services. Consultant warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Consultant's option, Consultant shall either (a) use commercially reasonable efforts to re- perform the services in a manner that conforms with the warranty, or(b) refund the fees paid by the City to Consultant for the nonconforming services. 26. Milestone Acceptance. Consultant shall verify the quality of each deliverable before submitting it to the City for review and approval. The City will review all deliverables to determine their acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit"C." If the City rejects the submission, it will notify the Consultant in writing as soon as the determination is made listing the specific reasons for rejection. The Consultant shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance will not be unreasonably withheld. 27. Network Access. 27.1. City Network Access. If Consultant, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Consultant Personnel"), requires access to the City's computer network in order to provide the services herein, Consultant shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit "D" and incorporated herein for all purposes. 27.2. Federal Law Enforcement Database Access. If Consultant, or any Consultant Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under this Agreement, Consultant shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 28. Immigration Nationality Act. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Consultant shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or liabilities due to violations of this provision. City Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 10 of 64 City Secretary Contract No. shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 29. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort,either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding mediation in Tarrant County,Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees; however,the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 30. No Boycott of Israel. Consultant acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the contract. 31. Reporting Requirements. 31.1. For purposes of this section,the words below shall have the following meaning: 31.1.1. Child shall mean a person under the age of 18 years of age. 31.1.2. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. 31.1.3. Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input, output, processing, storage, or communication facilities that are connected or related to the device. 31.1.4. Computer technician means an individual who, in the course and scope Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 11 of 64 City Secretary Contract No. of employment or business, installs, repairs, or otherwise services a computer for a fee. This shall include installation of software,hardware,and maintenance services. 31.2. Reporting Requirement. If Consultant meets the definition of Computer Technician as defined herein, and while providing services pursuant to this Agreement, views an image on a computer that is or appears to be child pornography, Consultant shall immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children. The report must include the name and address of the owner or person claiming a right to possession of the computer, if known, and as permitted by law. Failure by Consultant to make the report required herein may result in criminal and/or civil penalties. 32. Signature Authority. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order,resolution, ordinance or other authorization of the entity. This Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Consultant whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit"E"and incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 33. Survival of Provisions. The parties' duties and obligations pursuant to Section 4.4 (Duties and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6 (Right to Audit),and Section 8(Liability and Indemnification)shall survive termination of this Agreement. (signature page follows) Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 12 of 64 City Secretary Contract No. Executed in multiples this the_�__ day of 20�a ACCEPTED AND AGREED: CITY: CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all performance and By: reporting requirements. am • _Susan Alanis Assistant City Manager By: Date: a �J'1��� Nam e: P72W�� pFeV 74 APPROVAL RECOMMENDED: Title: S/5 /l7 i2 ,Q APPROVED AS TO FORM AND LEGALITY: By: Name: / By: --� Title: N e''_ —o". Strol _ Title: Assistant i Attorney ATTEST: CONTRACT AUTHORIZATION: M&C: _N/A By: Date Approved: N/A k,C ' jitlarde, —Mary J.Kayser RT' rm 1295 Certification No.: N/Ae: City Secretaryair ®: U` _ CONSULTANT: .A Digital Resources, Inc._ ATTEST: ti By: By: Name: TOck Name: worry Bode Title: Director Title: Pmwwt Date: 419116 Digital Resources,Inc. a Professional serv9«sApoement•Tev,,...:.,g„ 0:71 A'1 ' Rev.92017 Page 13 of64 FT.j"40k 5'A,TX City Secretary Contract No. EXHIBIT A STATEMENT OF WORK Digital Resources, Inc.(DRI)will work in conjunction with the City of Fort Worth to integrate any and all purchased RFMS players and/or software and each facility needing signage. Furthermore,DRI will work with the City and TRMS collectively to successfully deploy all servers,hardware,etc. needed for the completion of projects. r, City of Fort Worth Signage Upgrades TIPS#171001 Upgrade Enterprise Server TRMS CAR-DSS-ENT-UPG Upgrade existing Enterprise server to the latest software version_ Includes upgrades for an entire year,two hours of personalized training,training webinars and upgrade consultation. BrightSign Players TRMS CAR-XD233-PLR-BND BrightSign XD233 Networked Media Player with HDMI output and 16 GB Class 10 microSD Card.includes 1 player license. Windows Enterprise Player(Wayfiinding) TRMS CAR-270-PLR-BND Windows 10 Enterprise Carousel digital signage player bundle utilizing the CAR-270 small form-factor chassis with Mini DisplayPort output. Includes 1 player license-"270 Players would be used instead of the 233s in locations where Interactive content is intended" Custom Brand Channel TRMS CAR-CRTV-CBC Custom branded channel including a multi-zone layout,several templates and images,and active bulletins along with a custom branded background delivered in a single impartable file."optional custom branded channel" Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 14 of 64 City Secretary Contract No. Extended Warranty Options Cost covers 5 years total of Software Updates and extended hardware warranties, one year included with purchase. TRMS GAR-0,%S-ENT-TNM An additional year of software upgrades, two hours of personalized training,training webinars and upgrade consultation, TRMS CAR-XTXD-EHW Annual hardware maintenance contract for BrightSign XT and XD series media appliance. TRMS GAR-271)-EHW Annual hardware maintenance contract for the CAR-270 server appliance. Training & Support TRMS CAR-SVC-PH-CONFIG Rernote installation and configuration assistance for Carousel server installations in Virtual environments or on 3rd party appliances. Note: 2-3 week lead time required for scheduling. TRMS CARR-SVC-PH-HOURLY One hour of telephone training or software installation assistance. Hours may be allocated between training and installation assistance as needed. Note:2-3 week lead time required for scheduling, Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 15 of 64 City Secretary Contract No. EXHIBIT B PAYMENT SCHEDULE The City will submit purchase orders to Digital Resources, Inc. for specific products and services. Digital Resources, Inc. will send invoice(s) for each purchase order and the City will process payment(s) under terms Net 30. Digital Resources,Inc. Professional Services Agreement-Technology Rev.912017 Page 16 of 64 City Secretary Contract No. EXHIBIT C MILESTONE ACCEPTANCE FORM Services Delivered: Milestone/Deliverable Ref. #: Milestone/Deliverable Name: Unit Testing Completion Date: Milestone/Deliverable Target Completion Date: Milestone/Deliverable Actual Completion Date: Approval Date: Comments(if needed): Approved by Consultant: Approved by City Department Director: Signature: Signature: Printed Name: Printed Name: Title: Title: Date: Date: For Director Use Only Contracted Payment Amount: Adjustments, including penalties: Approved Payment Amount: Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 17 of 64 City Secretary Contract No. EXHIBIT D NETWORK ACCESS AGREEMENT 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Consultant wishes to access the City's network in order to provide digital signage hardware and software upgrades citywide. In order to provide the necessary support, Consultant needs access to description of specific Network systems to which Consultant requires access, i.e. Internet, Intranet,Carousel Enterprise Server(s). 2. Grant of Limited Access. Consultant is hereby granted a limited right of access to the City's Network for the sole purpose of providing digital signage hardware and software upgrades citywide. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Consultant with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one (1) year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. This Agreement will be associated with the Services designated below. 3.1. Services are being provided in accordance with City Secretary Contract No. Contract No.; 3.2. Services are being provided in accordance with City of Fort Worth Purchase Order No.PO No.; 3.3. ® Services are being provided in accordance with the Agreement to which this Access Agreement is attached. 3.4. No services are being provided pursuant to this Agreement. 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met: 4.1. Contracted services have not been completed; 4.2. Contracted services have not been terminated; and 4.3. Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Consultant has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Consultant shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share the City-assigned user IDs and passwords. Consultant acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 18 of 64 City Secretary Contract No. order to ensure Contractor's compliance with this Agreement.A breach by Contractor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Consultant pursuant to this Agreement shall be grounds for the City immediately to deny Consultant access to the Network and Contractor's Data,terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 5.1. Notice to Consultant Personnel — For purposes of this section, Consultant Personnel shall include all officers, agents, servants, employees, or representatives of Contractor. Consultant shall be responsible for specifically notifying all Consultant Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: 5.1.1. Contractor shall be responsible for any City-owned equipment assigned to Consultant Personnel, and will immediately report the loss or theft of such equipment to the City; 5.1.2. Contractor, and/or Consultant Personnel, shall be prohibited from connecting personally-owned computer equipment to the City's Network; 5.1.3. Contractor Personnel shall protect City-issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network; 5.1.4. Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7; 5.1.5. Any document created by Consultant Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information; 5.1.6. Contractor Personnel shall not copy or duplicate electronic information for use on any non-City computer except as necessary to provide services pursuant to this Agreement; 5.1.7. All network activity may be monitored for any reason deemed necessary by the City; and 5.1.8. A Network user ID may be deactivated when the responsibilities of the Consultant Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Consultant agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Contractor, its officers,agents,servants,employees and/or representatives to access the City's Network. 7. Information Security. Consultant agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Consultant agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Contractor-owned equipment that contains City-provided access software,termination or resignation of officers,agents,servants, employees or representatives with access to City-provided Network credentials, and unauthorized use or sharing of Network credentials. (signature page follows) Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 19 of 64 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: DIGITAL RESOURCES,INC.: By: By: 1=54-4& ----- S san A nis Name:Tim Bock �. As-sts6nt City Manager Title:Director Date: Date: APPROVED AS TO FORM AND LEGALITY- By: Y: i ` , St b ssistant City Att /C�v ATTEST: By: RTS ary J. Kayser �C F o City Secretary �'XAS• CITY FT.WORTHS TX Digital Resources,Inc. Professional SemicesAgreemcnt-Technology Rev.9/2017 Page 20 of 64 City Secretary Contract No. EXHIBIT E VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Consultant: Digital Resources,Inc. Full Business Address: 2107 Greenbriar Drive, Suite B.Southlake,TX 75092 Services to be Provided: Digital signage hardware and software upgrades citywide Execution of this Signature Verification Form ("Forrn") hereby certifies that the following individuals andlor positions have the authority to legally bind the Consultant and to execute any agreement, amendment or change order on behalf of Consultant. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Consultant. Consultant will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Consultant. 1. Name: Tim Bock Position: Director Signature 2. Name: Position: Signature 3. Name: Position: Signature Name- Wendy Bock Signature of l?resi nt/CEO Other Title: _President Date: 419/18 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 21 of64 City Secretary Contract No. EXHIBIT E THE INTERLOCAL PURCHASING SYSTEM(TIPS) CONTRACT 171001 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 22 of 64 City Secretary Contract No. VENDOR CONTRACT Between Digital Resources, Inc. and (Company Name) THE INTERLOCAL PURCHASING SYSTEM(TIPS) For NETWORKING EQUIPMENT, SOFTWARE AND SERVICES #01071615 General information The vendor contract shall include the contract,the terms and conditions,special terms and conditions,any agreed upon amendments,as well as all of the sections of the solicitation and the awarded vendor's proposal.Once signed,if an awarded vendor's proposal varies or is unclear in any way from the TIPS contract,TIPS,at its sole discretion,will decide which provision will prevail.Other documents to be included are the awarded vendor's proposals,task orders,purchase orders and any adjustments which have been issued, The following pages will constitute the contract between the successful vendors(s)and TIPS.Bidders shall state,in a separate writing,and include with their proposal response,any required exceptions or deviations from these terms,conditions,and specifications.If agreed to by TIPS,they will be incorporated into the final contract. The Vendor Contract("Contract")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 Vill Education Service Center,having its principal place of business at 4845 US Hwy 271 North,Pittsburg,Texas 75686.This contract 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. Definitions PURCHASE ORDER is the TIPS member's approval providing the authority to proceed with the negotiated delivery order under the contract. Special terms and conditions as agreed to between the vendor and TIPS member will be added as addendums to the PO. Items such as certificate of insurance,bonding requirements,small or disadvantaged business goals are some of the addendums possible. Contrad—NETWORIONG EQUIPMENT,SOFTWARE AND SERVICES The Interlocal Purchasing System(TIPS) Lead Agency—Region VIII Education Service Center Page 1 of 12 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 23 of 64 City Secretary Contract No. PREMIUM HOURS are defined as those hours not included in regular hours or recognized holidays. Premium hours are to be approved by the TIPS member for each delivery order and noted in the delivery order proposal as a line item during negotiations. REGULAR HOURS are defined as those hours between the hours of 7 AM and 6 PM Monday thru Friday. Terns and Conditions Freight All deliveries shall be freight prepaid,F.O.B.destination and shall be included in all pricing offered unless otherwise clearly stated in writing. Warranty Conditions All supplies equipment and services shall include manufacturer's minimum standard warranty unless otherwise agreed to in writing.Vendor shall be an authorized dealer,distributor or manufacturer for all products.All equipment proposed shall be new unless clearly stated in writing. Customer Support The Vendor shall provide timely and accurate customer support to TIPS members.Vendors shall respond to such requests within one(1)working day after receipt of the request.Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase.(Unless training is a line item sold or packaged and must be purchased with product.) Contracts All contracts and agreements between Vendors and TIPS Members shall strictly adhere to the statutes that are set forth in the Uniform Commercial Code as most recently revised. Contracts for purchase will normally be put into effect by means of a purchase order(s) executed by authorized agents of the participating government entities. Davis Bacon Act requirements will be met when Federal Funds are used for construction and/or repair of buildings. Tax exempt status A taxable item sold,leased,rented to,stored,used,or consumed by any of the following governmental entities is exempted from the taxes imposed by this chapter.(1)the United States;(2)an unincorporated instrumentality of the United States;(3)a corporation that is an agency or instrumentality of the United States and is wholly owned by the United States or by another corporation wholly owned by the United States;(4)the State of Texas;(5)a Texas county,city,special district,or other political subdivision;or(6)a state,or a governmental unit of a state that borders Texas,but only to the extent that the other state or governmental unit Comma—NETWORIONG EQUIPMENT,SOFTWARE AND SERVICES The Interlocal Purchasing System(TIPS) Lead Agency—Region VIII Education Service Center Page 2 of 12 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 24 of 64 City Secretary Contract No. exempts or does not impose a tax on similar sales of items to this state or a political subdivision of this state.Texas Tax Code§151.309. Assignments of contracts No assignment of contract may be made without the prior written approval of TIPS. Payment can only be made to the awarded Vendor or vendor assigned dealer. Disclosures 1. Vendor affirms that he/she has not given,offered to give,nor intends to give at any time hereafter any economic opportunity,future employment,gift,loan,gratuity, special discount,trip,favor or service to a public servant in connection with this contract. 2. Vendor shall attach,in writing,a complete description of any and all relationships that might be considered a conflict of interest in doing business with participants in the TIPS program. 3. The vendor affirms that,to the best of his/her knowledge,the offer has been arrived at independently,and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this contract. Renewal of Contracts The NETWORKING EQUIPMENT,SOFTWARE AND SERVICES contract is for one(1)year with an option for renewal for 2 consecutive years.Total term of contract can be up to 3 years if sales are reported through the contract and both parties agree. Shipments The Vendor shall ship ordered products within five(5)working days after the receipt of the order. If a product cannot be shipped within that time,the Vendor shall notify TIPS and the requesting entity as to why the product has not shipped and shall provide an estimated shipping date,if applicable.TIPS or the requesting entity may cancel the order if estimated shipping time is not acceptable. Invoices The Vendor or vendor assigned dealer shall submit invoices,to the TIPS participant. Each invoice shall include the TIPS participant's purchase order number. The shipment tracking number or pertinent information for verification of TIPS participant receipt shall be made available upon request. The Vendor or vendor assigned dealer shall not invoice for partial shipments unless agreed to in writing in advance by TIPS and the TIPS participant. Contract—NETWORKING EQUIPMENT,SOFTWARE AND SERVICES The Interlocal Purchasing System(TIPS) Lead Agency—Region VIII Education Service Center Page 3 of 12 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 25 of 64 City Secretary Contract No. Payments The TIPS participant will make payments directly to the Vendor or vendor assigned dealer at net 30 days after receiving invoice. Pricing The Vendor contracts to provide pricing to TIPS and its participating governmental entities that is the lowest pricing available to like cooperative purchasing customers and the pricing shall remain so throughout the duration of the contract. The Vendor agrees to promptly lower the cost of any product purchased through TIPS following a reduction in the manufacturer or publisher's direct cost to the Vendor. Price increases will be honored. However,the Vendor shall honor previous prices for thirty(30)days after written notification to TIPS of an increase. All pricing submitted to TIPS shall include the Two Percent(2%)participation fee to be remitted to TIPS by the Vendor. Vendor will not show adding the 2%to the invoice presented to customer. Participation Fees Vendor or vendor assigned dealer contracts to pay 2%of all sales to TIPS on a monthly scheduled report.TIPS will email a Monthly Submission Report to each vendor.The Vendor or vendor assigned dealer is responsible for keeping record of all sales that go through the TIPS contract.Report may be sent to TIPS electronically while check for 2%is mailed. Failure to pay 2%participation fee will result in termination of contract. Indemnity 1. Indemnity for Personality Contracts.Vendor agrees to indemnify and hold harmless and defend TIPS,TIPS member(s),officers and employees,from and against all claims and suits for damages,injuries to persons(including death),property damages,losses, and expenses including court costs and attorney's fees,arising out of,or resulting from, Vendor's performance of this contract,including all such causes of action based upon common,constitutional,or statutory law,or based in whole or in part,upon allegations of negligent or intentional acts on the part of the Vendor,its officers,employees, agents,subcontractors,licensees,invitees,whether or not such claims are based in whole or in part upon the negligent acts or omissions of the TIPS,TIPS member(s), officers,employees,or agents. 2. Indemnity for Performance Contracts.The Vendor agrees to indemnify and hold harmless and defend TIPS,TIPS member(s),officers and employees from and against all claims and suits for damages,injuries to persons(including death),property damages, losses,and expenses including court costs and attorney's fees,arising out of,or resulting from,Vendor's work under this contract,including all such causes of action based upon Contract—NETWORKING EQUIPMENT,SOFTWARE AND SERVICES The Interlocal Purchasing System(TIPS) Lead Agency—Region VIII Education Service Center Page 4 of 12 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 26 of 64 City Secretary Contract No. common,constitutional,or statutory law,or based in whole or in part,upon allegations of negligent or intentional acts on the part of the Vendor,its officers,employees, agents,subcontractors,licensees,or invitees.Vendor further agrees to indemnify and hold harmless and defend TIPS,TIPS member(s), officers and employees,from and against all claims and suits for injuries(including death)to an officer,employee,agent, subcontractor,supplier or equipment lessee of the Vendor,arising out of,or resulting from,Vendor's work under this contract whether or not such claims are based in whole or in part upon the negligent acts or omissions of the TIPS,TIPS member(s),officers, employees,or agents. Attorney's Fees--Texas Local Government Code§271.159 is expressly referenced. Pursuant to§271.159,TExAS Loc.GOVT CODE,in the event that any one of the Parties is required to obtain the services of an attorney to enforce this Agreement,the prevailing party,in addition to other remedies available,shall be entitled to recover reasonable attorney's fees and costs of court. Multiple Vendor Awards TIPS reserves the right to award multiple vendor contracts for categories when deemed in the best interest of the TIPS membership. Bidders scoring 800 or above will be considered for an award.Categories are established at the discretion of TIPS. 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 contractor in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS participants will submit any orders at anytime, TIPS reserves the right to request additional proposals for items already on contract at anytime. Purchase Order Pricing/Product Deviation If a deviation of pricing/product on a purchase order occurs,TIPS is to be notified within 24 hours of receipt of order. Cancellation for non-performance or contract deficiency TIPS may terminate any contract if TIPS Members have not used the contract,or if purchase volume is determined to be"low volume"in any 12-month period.TIPS reserves the right to cancel the whole or any part of this contract due to failure by awarded vendor to carry out any Contras—NETWORIUNG EQUIPMENT,SOFTWARE AND SERVICES The Interlocal Purchasing System(TIPS) Lead Agency—Region VIII Education Service Center Page 5 of 12 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 27 of 64 City Secretary Contract No. obligation,term or condition of the contract.TIPS may issue a written deficiency notice to awarded vendor for acting or failing to act in any of the following: o Providing material that does not meet the specifications of the contract; o Providing work and/or material that was not awarded under the contract; o Failing to adequately perform the services set forth in the scope of work and specifications; o Failing to complete required work or furnish required materials within a reasonable amount of time; o Failing to make progress in performance of the contract and/or giving TIPS reason to believe that awarded vendor will not or cannot perform the requirements of the contract;and/or o Performing work or providing services under the contract prior to receiving a TIPS reviewed purchase order for such work. Upon receipt of the written deficiency,awarded vendor shall have ten (10)days to provide a satisfactory response to TIPS. Failure to adequately address all issues of concern may result in contract cancellation.Upon cancellation under this paragraph,all goods,materials,work, documents,data and reports prepared by awarded vendor under this contract shall become the property of the TIPS Member on demand. TIPS Member Purchasing Procedures Purchase orders are issued by participating TIPS member to the awarded vendor indicating on the PO"Contract Number 01071615". Purchase Order is 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 to report monthly). Form of Contract The form of contract for this solicitation shall be the Request for Proposal,the awarded proposal(s)and best and final offer(s),and properly issued and reviewed purchase orders referencing the requirements of the Request for Proposals. If a vendor submitting an offer requires TIPS and/or TIPS Member to sign an additional agreement,a copy of the proposed agreement must be included with the proposal. Vendor contract documents:TIPS will review proposed vendor contract documents.Vendor's contract document shall not become part of TIPS's contract with vendor unless and until an authorized representative of TIPS reviews and approves it. Contract—NETWORKING EQUIPMENT,SOFTWARE AND SERVICES The Interlocal Purchasing System(TIPS) Lead Agency—Region VIII Education Service Center Page 6 of 12 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 28 of 64 City Secretary Contract No. Licenses Awarded vendor shall maintain in current status all federal,state and local licenses,bonds and permits required for the operation of the business conducted by awarded vendor.Awarded vendor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the contract.TIPS reserves the right to stop work and/or cancel contract of any awarded vendor whose license(s)expire,lapse,are suspended or terminated. Novation If awarded vendor sells or transfers all assets or the entire portion of the assets used to perform this contract,a successor in interest must guarantee to perform all obligations under this contract.TIPS reserves the right to accept or reject any new party.A simple change of name agreement will not change the contractual obligations of awarded vendor. Site Requirements(when applicable to service or job) Cleanup:Awarded vendor shall clean up and remove all debris and rubbish resulting from their work as required or directed by TIPS Member. Upon completion of work,the premises shall be left in good repair and 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.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 betaken pursuant to state law and standard practices to protect workers,general public and existing structures from injury or damage. Smoking Persons working under contract shall adhere to local smoking policies.Smoking will only be permitted in posted areas or off premises. Contrad—NETWORKING EQUIPMENT,SOFIW ARE AND SERVICES The Interlocal Purchasing System(TIPS) Lead Agency—Region VIII Education Service Center Page 7 of 12 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 29 of 64 City Secretary Contract No. Invoices The awarded vendor shall submit invoices to the participating entity clearly stating"Per TIPS Contract".The shipment tracking number or pertinent information for verification shall be made available upon request. Marketing Awarded vendor agrees to allow TIPS to use their name and logo within website,marketing materials and advertisement.Any use of TIPS name and logo or any form of publicity,inclusive of press release,regarding this contract by awarded vendor must have prior approval from TIPS, Supplemental agreements The entity participating in the TIPS contract and awarded vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e, invoice requirements,ordering requirements,specialized delivery,etc.Any supplemental agreement developed as a result of this contract is exclusively between the participating entity and awarded vendor.TIPS,its agents,TIPS members and employees shall not be made party to any claim for breach of such agreement. Legal obligations It is the responding vendor's responsibility to be aware of and comply with all local,state and federal laws governing the sale of products/services identified in this RFP and any awarded contract thereof.Applicable laws and regulations must be followed even if not specifically identified herein. Audit rights Awarded Vendor shall,at their sole expense,maintain appropriate due diligence of all purchases made by TIPS Member that utilizes this Contract.TIPS and Region 8 ESC each reserve the right to audit the accounting for a period of three(3)years from the time such purchases are made.This audit right shall survive termination of this Agreement for a period of one(1) year from the effective date of termination.TIPS shall have authority to conduct random audits of Awarded Vendor's pricing that is offered to TIPS Members. Notwithstanding the foregoing,in the event that TIPS is made aware of any pricing being offered to eligible entities that is materially inconsistent with the pricing under this agreement,TIPS shall have the ability to conduct the audit internally or may engage a third-party auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by Region 8 ESC or TIPS. Force Majeure If by reason of Force Majeure,either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and fully particulars of Force Majeure in writing to the other party within a reasonable time after Contract-NETWORKING EQUIPMENT,SOFTWARE AND SERVICES The Interlocal Purchasing System(TIPS) Lead Agency-Region VIII Education Service Center Page 8 of 12 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 30 of 64 City Secretary Contract No. occurrence of the event or cause relied upon,and the obligation of the party giving such notice, so far as it is affected by such Force Majeure,shall be suspended during the continuance of the inability then claimed,except as hereinafter provided,but for no longer period,and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Services When applicable,performance bonds will be required on construction or labor required jobs over$100,000 and payment bonds on jobs over$25,000 or awarded vendor will meet the TIPS member's local and state purchasing requirements.Awarded vendors may need to provide additional capacity as jobs increase. Bonds will not require that a fee be paid to TIPS.The actual cost of the bond will be a pass through to the TIPS member and added to the purchase order. Scope of Services The specific scope of work for each job shall be determined in advance and in writing between TIPS Member and Awarded vendor. It is okay if the TIPS member provides a general scope,but the awarded vendor should provide a written scope of work to the TIPS member as part of the proposal. Once the scope of the job is agreed to,the TIPS member will issue a PO with the estimate referenced as an attachment along with bond and any other special provisions agreed to for the TIPS member. If special terms and conditions other than those covered within this solicitation and awarded contracts are required,they will be attached to the PO and shall take precedence over those in the base contract. 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 contract when the TIPS member has services that need to be undertaken.Notification may occur via phone, the web,email,fax,or in person. Upon notification of a pending request,the awarded vendor shall make contact with the TIPS member as soon as possible,but must make contact with the TIPS member within two working days. Scheduling of Projects Scheduling of projects(if applicable)will be accomplished when the TIPS member issues a purchase order that will serve as"the notice to proceed".The period for the delivery order will include the mobilization,materials purchase,installation and delivery,design,weather,and site cleanup and inspection. No additional claims may be made for delays as a result of these items. When the tasks have been completed the awarded vendor shall notify the client and have the TIPS member inspect the work for acceptance under the scope and terms in the PO.The TIPS member will issue in writing any corrective actions that are required.Upon completion of these items,the TIPS member will issue a completion notice and final payment will be issued. Contract—NETWORKING EQUIPMENT,SOFTWARE AND SERVICES The Interlocal Purchasing System(TIPS) Lead Agency—Region VIII Education Service Center Page 9of12 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 31 of 64 City Secretary Contract No. Support Requirements If there is a dispute between the awarded vendor and TIPS member,TIPS or its representatives will assist in conflict resolution or third party(mandatory mediation),if requested by either party.TIPS,or its representatives,reserves the right to inspect any project and audit the awarded vendors TIPS project files,documentation and correspondence. Contract—NETWORKING EQUIPMENT,SOFTWARE ANDSERVICES The Interlocal Purchasing System(TIPS) Lead Agency—Region VIII Education Service Center Page 10 of 12 Digital Resources,Inc. Professional Services Agreement-Technology Rev.912017 Page 32 of 64 City Secretary Contract No. Special Terms and Conditions It is the intent of TIPS to contract with a reliable,high performance vendor to supply products and services to government and educational agencies. It is the experience of TIPS that the following procedures provide TIPS,the Vendor,and the participating agency the necessary support to facilitate a mutually beneficial relationship. The specific procedures will be negotiated with the successful vendor. • Contracts: All vendor purchase orders must be emailed to TIPS attipspo@tips-usa.com. Should an agency send an order direct to vendor,it is the vendor's responsibility to forward the order to TIPS at the email above within 24 business hours and confirm its receipt with TIPS. • Promotion of Contract: It is agreed that Vendor will encourage all eligible entities to purchase from the TIPS Program. Encouraging entities to purchase directly from the Vendor and not through TIPS contract is not acceptable to the terms and conditions of this contract and will result in removal of Vendor from Program. Vendor is expected to use marketing funds for the marketing and promotion of this contract. • Daily Order Confirmation:All contract purchase orders will be approved daily by TIPS and sent to vendor. The vendor must confirm receipt of orders to the TIPS member(customer) within 24 business hours. • Vendor custom website for TIPS:If Vendor is hosting a custom TIPS website,then updated pricing must be posted by 11 of each month. • Back Ordered Products: If product is not expected to ship within 3 business days,customer is to be notified within 24 hours and appropriate action taken based on customer request. Check one of the following responses to the General Terms and Special Terms and Conditions: ✓❑ We take no exceptions/deviations to theei neral and/or special terms and conditions. (Note:If none are listed below,R is understood that no exceptions/deviations are taken.) DWe take the following exceptions/deviations to theea; neral and/or special terms and conditions.All exceptions/deviations must be clearly explained.Reference the corresponding general or special terms and conditions that you are taking exceptions/deviations to.The proposer must dearly state if you are adding additional terms and conditions to the general or special terms and conditions.Provide details on your exceptions/deviations below: Contract—NETWORIONG EQUIPMENT,SOFTWARE ANDSERVICES The Interlocal Purchasing System(TIPS) Lead Agency—Region VIII Education Service Center Page 11 of 12 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 33 of 64 City Secretary Contract No. Exceptions: n/a The Interlocal Purchasing System(TIPS) Lead Agency—Region VIII Education Service Center Page 12 of 12 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 34 of 64 City Secretary Contract No. The Interlocal Purchasing System (TIPS Cooperative) Supplier Response Bid Information Contact Information Ship to Information Bid Creator Mr.David Mabe National Address Region Vlll Education Address Coordinator Service Center Email david.mabe@tips-usa.com 4845 US Highway 271 Phone +1 (903)243-4759 North Contact Fax +1 (866)749-6674 Pittsburg,TX 75686 Contact Kim Thompson, Department Bid Number 01071615 Coordinator of Office Building Title Networking Equipment, Operations Software and Services Floor/Room Bid Type RFP Department Telephone Issue Date 05/01/2015 Building Fax Close Date 6/12/2015 3:00:00 PM CT Email Need by Date Floor/Room Telephone +1 (866)839-8477 Fax +1 (866)839-8472 Email bids@tips-usa.com Supplier Information Company DIGITAL RESOURCES, INC. Address 2107 Greenbrlar Dr.Suite B Southlake,TX 76092 Contact Department Building Floor/Room Telephone 1 (817)481-9300 Fax 1 (817)488-0595 Email Submitted 5/4!2015 4:53.24 PM CT Total $0.00 Signature Wendy Bock Email wbock@digitalresources.com Supplier Notes Bid Notes Bid Activities Bid Messages 01071615-Page 1 of 6 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 35 of 64 City Secretary Contract No. Date Subject Message 05/07/15 Pre-&d Wehinar 1..Click to start and join at the specified time and date: httpsJ/glob al.gotowe bin a r.com/oj oin/672589 33133497 88930!724887 489667689 990 Note:This link should not be shared with others:it is unique to you. 2..Choose one of the following audio options: TO USE YOUR COMPUTER'S AUDIO: When the Webinar begins,you will be connected to audio using your computer's microphone and speakers (Vol P).A headset is recommended —OR— TO USE YOUR TELEPHONE: If ycx,prefer to use your phone,you must select"Use Telephone"after joining the webinar and call in using the numbers below. United States Long Distance:+1(415)655.0051 Access Code:749-762-945 Audio PIN:Shown after joining the webinar 05/07/15 Pre-&d Webinar Time and date of the webinar: Friday,May 6.2015 2:00 PM CST 05/13/15 Pre-Bid Webinar(Recorded) If you missed the Pre-&d Meeting or Webinar last week here is a link to the recorded webinar. ht(ps.,/Ayww.tips-usa.com/preMmeeting,htrrI (You must have a video player plugin for your browser to view the recording.) Please review the following and respond where necessary # Name Note Response 1 Yes-No Disadvantaged/Minonty/Women Business Enterprise- Yes D/MANBE(Required by some participating governmental entities)Vendor certifies that their firm is a DIMMJBE? Vendor must upload proof of certification to the'Response Attachments"D/M/VYBE CERTIFICATES section. 2 Yes-No Highly Underutilized Business-HUB(Required by some Yes participating governmental entities)Vendor certifies that their firm is a HUB?Venda must upload proof of certification to the'Response Attachments'HUB CERTIFICATES section. 3 Yes-No Certification of Residency(Required by the Slate of Yes Texas)Company submitting bid is a Texas resident udder? 4 Company Residence(City) Vendor's principal place of business is in the city of? Southlake 5 Company Residence(Slate) Vendor's principal place of business is in the slate of? TX 6 Felony Conviction Notice; (Required by the State of Texas)My firm is,as outlined on (No Response Required) PAGE 5 in the Instructions to Bidders document: (Questions 7-8) 7 Yes-No A publicly held corporation,therefore,this reporting No requirement is not applicable? 8 Yes-No Is owned or operated by individualls)who has/have been No convicted of a felony?if answer is YES,a detailed explanation of the name(s)and conviction(s)must be uploaded to the"Response Attachments-FELONY CONVICTION section. 01071615-Page 2 of 6 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 36 of 64 City Secretary Contract No. 9 Pricing Information: Pricing information section.(Questions t0-13) (No Response Required) 10 Yes-No In addition to the typical unit pricing furnished herein,the Yes Vendor agrees to furnish all current and future products at prices that are proportionate to Dealer Pricing.If answer is NO,include a statement detailing how pricing for TIPS participants would be calculated in the PRICING document that is uploaded to the"Response Attachments'PRICING section. 11 Yes-No Pricing submitted includes the 2%TIPS participation fee? Yes 12 Yes-No Vendor agrees to remit to TIPS the required 2% Yes participation fee? 13 Yes-No Additional discounts to TIPS members for bulk quantifies Yes or scope of work? 14 Start Time Average start time after receipt of customer order is__ 7 working days? 15 Years Experience Company years experience kn this category? 15 16 Yes-No The Vendor can provide services andfor products to all 50 No LIS States? 17 States Served If answeris NO to question 416,please list which states TX,OK,AR,LA can be served.(Example:AR.OK,TX) 18 Company and/or Product Description: This information will appear on the TIPS website in the Digital Resources,Inc,is a premier company profile section,if awarded a TIPS contract.(Limit equipment and systems integration 750 characters) provider. Considered an industry thought leader in the AN solutions space,DRI delivers a nationally recognized system design concept that provides functionality,integrity. quality assurance and system compatibility. DRI offers a skillfully executed technology solution which optimizes organizational communication and productivity. Simply said,we take great pride in detivenng complete solutions to complex media needs. 19 Resellers: Does the vendor have resellers that it will name under this Yes contract?(it applicable.vendor should download the Reseller/Dealers spreadsheet from the Attachments section,fill cut the form and submit the document in the 'Response Attachments RESELLERS section. 20 Primary Contact Name Primary Contact Name Wendy Bock 21 Primary Contact Title Primary Contact Title President 22 Primary Contact Email Primary Contact Email wbock@cigialresources.com 23 Primary Contact Phone Enter 10 digit phone number.(No dashes or extensions) 8174819300 24 Primary Contact Fax Enter 10 digit phone number.(No dashes or extensions) 8174880595 25 Primary Contact Mobile Enter 10 digit phone number.(No dashes or extensions) 8172290865 25 Secondary Contact Name Secondary Contact Name Nanette Cock 27 Secondary Contact Title Secondary Contact Title Senior Account Executive 0 1071615-Page 3 of 6 Digital Resources, Inc. Professional Services Agreement-Technology Rev.9/2017 Page 37 of 64 City Secretary Contract No. 28 Secondary Contact Email Secondary Contact Email ncook@digitalrescurces.com 29 Secondary Contact Phone Enter 10 digit phone number.(No dashes or extensions) 8174819300 30 Secondary Contact Fax Enter 10 digit phone number.(No dashes or extensions) 8174880595 31 Secondary Contact Mobile Enter 10 digit phone number.(No dashes or extensions) 8179802336 32 2%Contact Name 2%Contact Name Wendy Back 33 2%Contact Email 2%Contact Email wbock@digttalresources.corn 34 2%Contact Phone Enter 10 digit phone number.(No dashes or extensions) 817481000 35 Purchase Order Contact: This person is responsible for receiving Purchase Orders (No Response Required) from TIPS.(Questions 36-3a) 36 Purchase Order Contact Name Purchase Order Contact Name Wendy Bock 37 Purchase Order Contact Email Purchase Order Contact Email orders@digilalresources.com 38 Purchase Order Contact Phone Enter 10 digit phone number.(No dashes or extensions) 8174818300 39 Company Website Company Website(Format-www.company.corn) www.digitalresources.com 40 Federal ID Number: Federal ID Number also known as the Employer 73-1596678 Identification Number.(Format.12.3456789) 41 Primary Address Primary Address 2107 aeenbnar Dr.Suite B 42 Primary Address City Primary Address City Southlake 43 Primary Address State Primary Address State(2 Digit Abbreviation) TX 44 Primary Address Zip Primary Address Zip 76092 01071615-Page 4 of 6 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 38 of 64 City Secretary Contract No. 45 Search Words: Please list search words to be posted in the TIPS Video Conferencing database about your company that TIPS website users Distance Learning might search.Words may be product names. Control Systems manufacturers,or other words associated with the Switchers category of award.YOU MAY NOT LIST Streaming Recorders NON-CATEGORY ITEMS.(Limit 500 words)(Format Content Recorders product,paper,construction,manufacturer name,etc.) DVD Recorders Routers Monitors Speakers Amplifier Mixers KVM Extenders Transmitters Receivers Document Camera's Wireless Tablets Student Response Systems Intercom Convertors Capture Cards Hard Drive Storage Cameras Projectors Microphone AV Screens Cables System Integrator Cable Installation AV Design and Installation Programming Engineering and Design AV Automation System Programmer Digital Audio Programming Certified Broadcast Engineers CTS Technology Specialists Certified Digital Media Engineers Field Broadcast Engineers 46 Yes-No Do you wish to be eligible Io participate in a TIPS contract Yes in which a TIPS member utilizes federal funds on contracts exceeding$100,000?(Non-Construction)(If YES,vendor should download the Federal Funds Over$200,000 Certification document from the Attachments section,fill out the form and submit the document in the-Response Attachments"FEDERAL FUNDS section.)(Vendor must also download the Suspension or Debarment Cediflcate document from the Attachments section,fill out the form and submit the document in the'Response Attachments' SUSPENSION OR DEBARMENT section.) 47 Prices are guaranteed for? (__Month(s)._Year(s),or Term of Contract)(Standard term of contract term is'Term of Contract") 01071615-Page 5 cf 6 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 39 of 64 City Secretary Contract No. Line Items Response Totals $000 01071615-Page 6 of 6 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 40 of 64 City Secretary Contract No. S U S A N TEXAS COMPTROLLER Of PUBLIC ACCOUNTS C 0 M B S P.O.Box 4318 8•AUSTIN,TX 78711-31 88 txxco a w u. o The Texas Comptroller of Public Accounts(CPA)administers the Statewide Historically Underutilized Business(HUB)Program for the State of Texas, which includes certifying minority- and woman-owned businesses as HUBS and is designed tc facilitate the participation of minority-and woman-owned businesses in state agency procurement opportunities.The CPA has established Memorandums of Agreement with other organizations that certify minority-and women-owned businesses that meet certification standards as defined by the CPA.The agreements allow for Texas-based minority- and women-owned businesses that are certified with one of our certification partners to become HUB certified through one convenient application process. In accordance with the Memorandum of Agreement the CPA has established with the Women's Business Council-Southwest(WBCS),we are pleased to inform you that your company is now certified as a HUB.Your company's profile is listed in the State of Texas HUB Directory and may be viewed online at http://www.window,state.tx.us/procurement//cmbVhubonly.htmi. Provided that your company continues to remain certified with the WBCS,and they determine that your company continues to meet HUB eligibility requirements,the attached HUB certificate is valid for the time period specified. You must notify the WBCS in writing of any changes affecting your company's compliance with the HUB eligibility requirements,including changes in ownership,day-to-day management, control and/or principal place of business. Note:Any changes made to your company's information may require the WBCS and/or the HUB Program to re-evaluate your company's eligibility.Failure to remain certified with the WBCS,and/or failure to notify them of any changes affecting your company's compliance with HUB eligibility requirements,may result in the revocation of your company's certification. Please reference the enclosed pamphlet for additional resources, such as the state's Centralized Master Bidders List(CMBL),that can increase your chance of doing business with the state. Thank you for your participation in the HUB Program! If you have any questions, you may contact a HUB Program representative at 512-4635872 ortoll-free In Texas at 1-888-863-5881. — — — — — — — — — — — — — — — — — — — — — — — — — — Texas Historically Underutilized Business(HUB)Certificate CertificateNID Number 1731596678200 FileNendor Number-;; H U B Scheduled Expirat on Date: 08-MAY-201529 Approval Date: 08-MAY-2014 s.unra.rumnaur u,arverwa wsw.ss rrear�n In accordance with the Memorandum of Agreement between the Women's Business Council-Southwest(WBCs) and the Texas Comptroller of Public Accounts(CPA),the CPA hereby certifies that DIGITAL RESOURCES, INC. has successfully met the established requirements of the State of Texas Historically Underutilized Business(HUB) Program to be recognized as a HUB.This certificate,printed 1"UN-2014,supersedes any registration and certificate previously issued by the HUB Program. If there are any changes regarding the information(i.e.,business structure,ownership,day-to-day management,operational control, addresses, phone and fax numbers or authorized signatures) provided in the submission of the business' application for registration/certification into the WBCS's program,you must immediately(within 30 days of such changes)notify the WBCS's program in writing.The CPA reserves the right to conduct a compliance review at any time to confirm HUB eligibility.HUB certification may be suspended or revoked upon findings of ineligibility. If your firm ceases to remain certified in the WBCS's program,you must apply and become certified through the State of Texas HUB program to maintain your HUB certification. o A. Paul Gibson,Statewide HUB Program Manager Texas Procurement and Support Services Note:In order for State agencies and institutions of higher education(universities)to be credited for utilizing this business as a HUB,they must award payment under the CertifcateNlD Number identified above.Agencies and universities are encouraged to validate HUB certification prior to issuing a notice of award by accessing the Internet(http://www.window.stds.t)Lus/procuromeMlembifemblhub.htrM)or by contacting the HUB Program at 1-8884163.5881 or 612463.5872. R,,,ognz Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 41 of 64 City Secretary Contract No. ci •f O c6 U oo y NN 4O Ul w a 3m'c°� :::,6W a Lo Of N1' v • W Lo a S7 0 L v Pa U a .5 �L941 'X1- ci d O Oc4 U OLo 1B c lam`'a > > 9 02 m cm co �7 m N y T Lo Neu co • w Lo oLo ;r CLo(O t �-i NLoN m a LoEEE cmco Z' i I aA a �N Lo -N N tD aO a L n - N o pD' N fD nN N m N ���� G O a E W N C (^co D Z (O^co O Q1 O In N 5 C V r- c rjo C t a �ZEI Op r t0 L O U N N_lA N N O (O O ; N O p • y�V3�` c') N p lei, l^ Z �O^ U m - 4xx LU E0ao� (L7� z Dvv Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 42 of 64 City Secretary Contract No. "L T rr N wM y � C:IMtq cv �* c Z C] c O C o P Q1iF:. M E M W 3140) Z all Digital Resources,Inc. Professional Services Agreement-Technology Rev.912017 Page 43 of 64 City Secretary Contract No. 4 LLJ LU Uj t Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 44 of 64 City Secretary Contract No. €Eoz`tt5rt�ntr w z� a $ Z z im UjLU 0.0 z W C� W v W 01 a gr 114 a r ¢¢ U'O 0 C u W x W izu Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 45 of 64 City Secretary Contract No. ° 4� 0 2 W C C E . S -6 C 1 ' U 8 4 2 y o W 4- m G .2 L } 4 F F- U O 0 0 ! Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 46 of 64 City Secretary Contract No. Crestron Training awarded to ]ANE HUGHES 1 tOr Sd+Rt3tfMtl�t4�1{MIlTiulf ESSENTIALS OF CRESTRON PROGRAMMING 4 lull Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 47 of 64 City Secretary Contract No. Certificate of Completton On thin-lintb Map of februarp,Moo 15Nopsanh 6tx *reOwet to: Jane Hughes for 011utWntlp towleting exltron eFlrctranirs' >�'E�4f01�S�at,O��I t�cs�uato�fesl 0 • u_ �BC[cAor d Asn � * �restDrnt ana tl[rattrrns *'�.,r�dN� Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 48 of 64 City Secretary Contract No. A 0 1�1 °,r' c IRr w toZ. o 1r � y. 5a i: ra ar 0 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 49 of 64 City Secretary Contract No. W w ; w V z .� W Z � UJ 'CO Q V f�, 0 M CA 6 0z > C r v w o UJ 1 ti mom" CNI c.NI W W P, Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 50 of 64 City Secretary Contract No. A-A—ENT SHURE(# *WMATEO N£SEM JUEM1-UMgNG CaEltT OCATE To Taq �� , FOR swxcssvuur CtOWLETtw. rtr'W MELEss Netwotx TRAINING ON AAWWt x0,"13 ' WAr�M"tw„ 3l �'�t7F Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 51 of 64 ti93o ZS aged LIOZ/6.^a2I f20j0Ug3Q,L-;uawaaISV SaoieiaS IEuO!SSa;oid •�uI`sa�lnosag I�lt�iQ Amp- a: ML• c L z a z . ' r w UM ui c� uj CD •oN lotlluoD futpims AI!D MO£S a&d L IOZl6'nag A201ou4301-luauiaai2d saoteiaS Iuuassa;ad •oul`saolnosag lEaiSTQ w. z io < 'V Z uj ca _ t1 5 a �. uj low- � � o -ON JouSluoj tiujQJoaS Xj!j City Secretary Contract No. Non-(-'0nslrUCtiL)0 I-ekleral Certifications Provisions for purchase with federal funds for contracts exceeding 5.I-00AQ These forms are for non-construction contracts Main PIPS members(grantees and suh-grantees)Purchase goods and services vvith federal funds. Whe'n a member engages a contract exceeding S100,000 and paid Nvith federal funds.provisions are triggered by various Code of Federal Regulations requirements. Primarily 34 CFR 80.36 from the Department of f-,ducation and 7 CFR 3015 &3016 from the Department of Agriculture for School Lunch Program. There may be other Federal programs from time to time that are not enumerated above that may fund certain projects using outside vendors.These are not optional for the contracting entity and in order to spend the federal funds certain provision and certifications must he in place to ensure legal compliance. I fyou company wishes to be eligible to participate in a UPS contract in which a member utilizes federal funds on contracts exceeding$100.000,you must complete the following forms can provide the certifications as required on the subsequent pages. Do you wish to be eligible to participate in a TIPS contract in which a member utilizes federal funds on contracts exceeding S 100-000? Check tour response? Y1-S a NO E] �laiurc'��- uthori d _by mpanOfficial Date Printed Name Company Official .i k TS—( Company Narric Attach to this page a current W-9 form Please complete the farms below Page I kit 6 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 54 ol'64 City Secretary Contract No. Non-('onStrul:fion Federal Certifications Lima!Comuliance It is the proposing company's Jui,and responsibility to have knowledge of and be responsible I-or the compliance with all applicable laws,rules and regulations as they apply to this procurement process and any subsequent award.The vendor agrees to comply,in all relevant respects.v,A all Federal,State.and Local rules and regulations related to the performance of services or supply of goods io TIPS or KIPS niciribers? Does vendor agree" YE'S Initial of Authori/ed Company Official Non-Collusilg EliddW2 C"griilicil e By submitting a proposal in response to a Request for Proposals or other procurement device containing this clause,Nou certify that ,ou are authorized to certify to the folloNking: I ']'his bid or proposal has been independently arrived at without collusion with any other Bidder or with any Competitor: 2i This bid or proposal has not been,knowingly disclosed and ill not be knowingly disclosed,prior to the operum,of bids,or proposals for this prc]cct,to any other bidder,Competitor or Potential coinpetilor: No attempt has been or trill be made to induce any other person,partnership or corporaii�-,n it, submit(if not to submit a bid or propos4 ]-he person signing this bid or proposal certifies that fie has hilly iril'orined himself regarding the gn accuracy of the.statements contained in this certification.and tinder the penalties beirig, applicable its the Bidder as,veil as io the person signing in its behalf, -- 1 he vendor complied with#1 through 4 abuvc? YES Initial ot"Authorizcd Cujnpan} Official .W....._...... SUSPENSION OR DEBARMENT CERTIFICATE ............ .......... Non-Federal entities are probibned frorn contracting with or making sub-awards under covered transactions to parties that are suspended or debarred or whose principals are suspended or debarred.Covered trajisaclioiF, include procurement for goods or services equal to or in excess of$100,000.00,Contractors receiving individual awards for$25,000.00 or more and all sub-recipients must certify that the organization and its principals are not suspended or debarred. You certify that no suspension or disbarment is in place,%%hi(:h would preclude receiving a federilk funded contract under the Federal ON413.A-102.common rules The vendor has not been debarred? YES Initial of Authorized Company Official Page?cif 6 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 55 of 64 City Secretary Contract No. Non-(011'riuclion FrJeraj Uerifications Certification Regarding Labb Tt".10 Applicable to Grants,Subgrants,Cooperative Agreements,and Contracts Exceeding $100,000 in Federal Funds Submission ofthis certification is a prerequiske for making Or entering into this transaction and is imposed b� section 1362.Title3 1,U.S,Code,This certification is a material representation of fact upon which reliance was placed iviien this trunsaclion was made or entered into.Any person who fails in the the required certification Shall be Subject TO a civil Penalty Ornot less than $10.000 and not more than$100.000 for each such failure. The undersigned certifies,to the best offus or her knowledge and bcliet'that: (1) No Federal appropriated funds have been paid or will be paid by or on behalf of undersigned.to any person for influencing or attempting to influence an officer or employee of fury agency,a!vlember of Congress,an officer or crnplo.yec of congress,or an employee ol'a Member of Congress in connection with the awarding of Federal contract, the making of ii Federal grant the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal. amendment, Or atodification of a Federal contract, grant, Ivan, or cooperative agreement_ (2) If am funds other than Federal appropriated lands have been paid or will bK paid to any person 16r influencing or attempting TO influence an officer or employee of an\ agerieN. a Member of Congress,. an ot'14:er Or employee Of conLress,,or an employee of a Member of Congress in connection with this Federal grant Or cooperative agreenwni. the undersigned shall complete and submit Standard Form-LLL.-disclosure Form to Report Lobbing,"in accordance witch its instructions, (3)The undersigned ,hall require that the language of this certification be included in the award documents for all Covered Stlbakkal`ds exceeding 5100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certit,% and disclose e accordingly. Digit,il Resources,Inc. dame oforyant"I'llion 2107 Greenbriar Dr,Suite 8,Southlake,TX 76092 Address abTialnizition -"'- —-- --- —-- ' -- Wendy Bock.President Name Titleot'Submittin-OMciat Si2oliture ofst.Zll,itaiirw Offwiat 514t 15 Signature Date Pag,-3 Of 6 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 56 of 64 City Secretary Contract No. provisions for twrichase with federal funds for contracts exceeding 5100-000 Federal Rule(1)Administrative,contractual,or legal remedies in instances where contractors violate or breach contract terms,and provide for such sanctions and penalties as may be appropriate,(Contracts more than the simplified acquisition threshold) Ncjticc:Pursuant to Federal Rule(I)above.when federal funds are expended by I'lPS'Member.-1111S Nlember reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party. '41- Does vendor agr"" YES Initial of Authorized Company Official Federal Rule(2)Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement.(All contracts in excess of SI 0,0()0) Pursuant to I`edvral Rule(2)abo,%e, when federal funds are expended hx 'I IPS Member-TIPS'Member reserves the right to terminate any agreement in excess of $10.000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity and tip to 30 days,to cure the causal breach of terms and conditions. TIT'S Member reserves the right to terminate anN agreement in excess ot'S 10,000 resulting from this procurement process I or convenietwe Nvill, ,0 day notice in writing to the awarded vendor. Any award under this procurement process is not exclusive and the District reserves the right to purchase goods and services from other vendors when it is in the best interest of the District. Does vendor agree'' YLS Im ial of Authorized Company Official Federal Rule(7)Notice of awarding agency requirements and regulations pertaining to reporting. Pursuant to Federal Mule(7)aboc,when federal funds arc expended by TIPS Member,TIPS Member requires that the proposer ccrtitg that during the term of ,in award by the TIPS Member resulting from this procurement proevs,;the vendor ill provide reports and documentation required by all applicable law and state wid federal regulations upon rcquesi by the,ripa Member or any relevant state of federal agency. Does vendor agree? YES Initial of Authorized Compan) OtTicial Federal Rule(8)Notice of awarding agency requirements and regulations pertaining to patent rights with respect to any diserivery or invention which arises or is developed in the course of or under such contract. Page 4 of 6 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 57 of 64 City Secretary Contract No. Provisions for purchase with federal funds for contracts exceeding$100,000 Pursuant to Federal Rale(8)above,when federal funds are expended by TIPS Member,'1111S Member shall address an,,requirements and regulations pertaining to patent rights with respect to any discovery or invention which arises,or is developed in the course of or under such Contract in the contract document and absent language to the contrary or if the contract silent on the subject the District retains all riglits thereto. Does vendor q-ree" YE'N Initial of Authorized Conapan� Official Federal Rule(9)Awarding agency requirements and regulations pertaining to Copyrights and rights in data. Pursuant to Federal Rule(c))above,when federal fluid-.-,are expended by TIPS ,Nlenilvr,'l IPS Member requires the proposer cerhfN?that during tile term of an award bN tile IJPS Member resulting for this procurement process the vendor rill surrender Upon request any copyrighted material,;owned by the TIPS Member but used in the awarded contract pertbrivance unless othei-w isc agreed in it lyrittell document by the parties. TIPS Member reserves the rights to all data created or provided to the vendor for the purpose of contract performance resulting for this procurement process and tile vendor will surrender such data upon request Unless othenvise agreed in a written document by the parties. If tile contract is silent or not dispositive on the subject matter data or copyrights TIPS Membcr retain',all tights in the data developed or gathered during the contract term Does vendor agrce? YES Initial of Authorized Company Official Federal Rule(10)Access by the grantee,the subgrantee,the Federal grantor agency,the Comptroller General of the United States,or anv of their duly authorized representatives to any books,documents,papers,and records of the contractor which are directly pertinent to that specific contract for the purpose of making audit,examination,excerpts, and transcriptions. Pursuant to Federal Rule(9)above,when federal funds are expended by HPS Member,TIPS!Member requires the proposer certify that during the teen and oiler the awarded term of an award by theTIPS Member resulting for this Procurement process the vendor will grant access by the grantee,the subgrantee. the Federal grantor agency,the Comptroller General of the United States,or any of their duty authorized representatives it)any books,docum,ents.papers,and records of the contractor which are directly pertinent to that specific contract for the purpose of making audit,e.winillation,excerpts,and transcriptions. Does%TudOr agree? YES Initial ofAuthorized Company OffiiJal Page 5 k)*'6 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 58 of 64 City Secretary Contract No. Provisions for purchase with federal funds for contracts exceeding$100.000 Federal Rule(11)Retention of all required records for three years after grantees or subgrantees make final payments and all other pending matters are closed. Pursuant to Federal Rule 0 1)above,when federal funds are expended by I HIS Nlember,TIPS Member requires the proposer certify that the awarded vendor retain ofall required records for three years after grantees or suh-rajuces make final payments and all other pending matter-,are closed, Does vendor agree'.' YE'S i initial of'Authorized Company OffikJal Federal Rule(12)Compliance with all applicable standards,orders,or requirements K.%U"l under section 306 of the Clean Air Act(42 U.S.C. 1857(h)).section 508 of the Clean Water Act(33 U.S.C. 1368),Executive Order 11738,and Environmental Protection Agency regulations(40 CFR part 15).(Contracts,subcontracts,and subgrants of amounts In excess of 5100,000) pursuant to Federal Rule(12)above,when federal funds are expended by'1*111S Mcniber,TIPS Nlcniber requires the proposer cerliA that in performance of`the contracts.subcontracts,and subgrants of amounts in excess of$100.000,the vendor will be in compliance with all applicable standards.orders.(Ar requirements issued under section 306 of the Clean Air Act i42 U.S.('. 1857(h)), section 508 of the Clean Water Act(3); (',S.C. 1368),Executive Order 11738.and Environmental Protection Agency regulations(40 CFR part 151. -4i Does vendor agree? YES - ' - Initial of-Authorized Company Official Federal Role(13)Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub.U 94-163,89 Stat.871). Pursuant to Federal Rule(133)above,when federal funds are expended 1)'v TIPS Member,'t IPS Member requires proposer certify'that during the term of an award by the TIPS Member resulting for this procurement process the vendor will be in compliance with mandatory standards and policies relating to energy ctliciency which are contained in the state energy conservation plan issued in compliance with the Fncrgc Policy and Conservation Act(Pub.L,94-163,89 Stat.871 Does%endor agree? YES Initial ofAuthorizcdCompany Official Page 6 of 6 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 59 of 64 City Secretary Contract No. SUSPENSION OR DEBARMENT C'ERTIFIC'ATE Non-Fedcral entities are prohibited from contracting;with or making.sub--awards under covered transactions to parties that are suspended or debarred or whose principals are suspended or debarred.Covered transactions include procurement for goods or services equal to or in excess of$100,000.00.Contractors receiving individual awards for$25,000.00 or more and all sub- recipients must certify that the organization and i principals are not suspended or debarred. You ccrtil}°that no suspension or disbarment is in place.which would preclude receiving a federally funded contract under the Federal O\MB,A-102.oramtn:)n rules Information may be found at http,;?��vv�j 5�1n_ec} to ley:Ezt3n1 Has the vendor been debarred toren participation in Federal funds contracts? O Initial ot'Authorircd C'otnp�ury Official YFS Initial(if Authorized Co rn an.Official J-4 Company Oficial, _- Digital Resources,Inc. ------- Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 60 of 64 City Secretary Contract No. Mfg RA-C-1-Mgnature ForM 1he undvi�,gned herehy proposes and agrees to furnish goods and/or services in compliance with thO Terms,specifications and conditions at the prices quoted unless noted in writing Tha -mdv,s,gn,,d fuvthet certittes that he or she is an authorized agent of the company and has authority rO negotiate and contract for the Company named below comparlyNxnp! DIGITAL RESOURCES.INC Miaing Address 2107 GREENBRIAR OR SUITES SOUTHLAKE StateTX ...................... Zip 76092 70ephone Number (817)481-9300 ..................... fay Number (817)488-0595 Umail WBOCK@DIGITALRESOURCES.COM Authorized Sr8n-1-1 1 Name_: WENDY BOCK Printed Nam Position: PRESIDENT This contract is for a total TERM of one year with the option of two additional years Vendors shall honor the participation fee for any sales made based on the TIPS contract.Failure to pay the fee will be grounds for termination of contract and will affect the award of future contracts, TIPS Authorized Signature Date Approved by Region VIII ESC Date M- Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 61 of 64 City Secretary Contract No. References **Must have at least 3 References.References must be School,City,County,University,State Agency or Other Government Organization Icity I State lContact Name lContact Phone Educational Service Center-Region XI Fort Worth TX Laurie Hogle 817-740-3625 Texas Woman's University Denton TX Joe Kondras (940)898-3269 City of Colleyville Colleyville TX Chris Pena (817)503-1011 Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 62 of 64 City Secretary Contract No. FIFIESP1 1�'i� RESOURCES, INC Providing Media Solutions and Integration Services Digital Resources, Inc. Warranty Coverage: Workmanship: Digital Resources. Inc. (DRI)Workmanship Guarantee concurs that the workmanship of the audio-visual system furnished to be free from defects or failure for a period of 90 days from the date of acceptance,or first beneficial use of the system(s). DRI Workmanship Guarantee provides no-charge services for such defects or failure of the cabling, connectors,wall plates and all related workmanship DRI provided, regardless of problem. Resolve for the defects or failure will be handled in a reasonable and timely manner. Equipment: All manufacturer equipment warranties apply as stated and issued from the manufacturer. These manufacture warranties are of varying lengths (usually 90 Days Labor and t year Parts). ©n-site labor to inspect, trouble shoot, repair, remove and install equipment is not included under the warranty(unless manufacturer specific warranty clearly states that on-site service related labor is included). If the field engineerltechnician determines that the defect is not relative to failed physical workmanship of the installation provided by DRI, standard DRi service rates and trip charges will apply and be billed accordingly. Any incurred shipping charges for warranty service work are not included. DRI offers optional extended service agreements,which will provide coverage beyond the warranty period that will accommodate client specific needs. Warranty does not apply to any product that has been subject to misuse, neglect, accident or operational error or expendable items. (beyond the standard manufacturer's warranty). Contact for Warranty Issues: Lisa Cruse (cruse(c' ,-)digitalresources.com Corporate 12107 Greenbriar Dt,I Suite S i Southlake;TX 76092 1817-481-9300 1 tax 857-486-0595 wwwAigitalresources corn Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 63 of 64 City Secretary Contract No. PDIGITAL - RESOURCES. INC Complete Solutions for Complex Media Needs Providing Media Solutions and Integration Services Media Solutions and lntegL,ticmServices e About Digital Resources,Inc.(DRI) Digital Resources, inc. is a premier equipment and systems integration provider. Considered an industry thought leader in the AIV solutions space, DRI delivers a nationally recognized system " design concept that provides functionality, integrity, quality - assurance and system compatibility. DRI offers a skillfully executed technology solution which optimizes organizational communication and productivity. Simply said, we take great pride in delivering y complete solutions to complex media needs. QULCKFACTS: WHO WEARE/WHAT WEDO Audio/Visual Design and integration: Leading wanted to offer al recommendation of Dental provider of equipment and integrated systems of Resources. Digital Resources was recently awarded the integration bid of our new station professional sound,video,streaming and AIV solutions build out in Tulsa,Oklahoma. Digital Resources worked closely with me and my team in delivering m Led by o team of industry experienced engineers, the system drawings and complete integration of system designers,programmers and sales professionals the new broadcast facility. They offered excellent who understand the nuances of each element of communication and quality work that anyone equipment and software i would be happy with. Our new station is an air and I appreciate the work Digital Resources Present the industry's most sought after products in 4 provided to make it happen." AIV Richard Ladd,Chief Engineer tea5nologies by the world s leading manufacturers Oklahoma Educational Television Authority Offer o complete package: Need identification, "I wanted to pass on this recommendation of design, engineering services, installation, integration Digital Resources. Our new HD remote broadcast and customer support system project required a clear understanding of I broadcast requirements. in finalizing the design Blend integrated AIV technology with IT technology ` and- executing the ,system installation, Digital to set new standards for presentation and conferencing Resources delivered excellent working and ongoing customer service." "...we took forward Wide Array of Clients: Broadcast Education,Private do acontinued business relationship in the Enterprise,Government,House of Worship,Live Evergs, future:" Jerry Moorehead Medical and Production Videographer/Equipment Manager Texas instruments Warrant the installed system to be free of defects in materials and workmanship t PID'31T� 2107 Greenbrier Drive,Suite * Southiake,TX 760922 RESOURCES, INC 817.481.9300 Prorklig Media solutiom and integrator servket www.digitaimsoumes.com Digital Resources,Inc. Professional Services Agreement-Technology Rev.9/2017 Page 64 of 64