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HomeMy WebLinkAboutContract 54205-A2 CSC No.54205-A2 AMENDMENT NO. 2 TO CITY OF FORT WORTH CONTRACT 54205 This Second Amendment is entered into by and between the City of Fort Worth (hereafter "Buyer"), a home rule municipality, with its principal place of business at 200 Texas Street, Fort Worth, Texas, and Digital Resources, Inc. ("Vendor"), Buyer and Vendor may be referred to individually as a Party and collectively as the Parties. WHEREAS, on July 27, 2020,the Parties entered into City Secretary Contract 54205 to provide audio/video equipment, presentation systems and services ("Agreement/Contract"); WHEREAS,the Parties wish to amend the Agreement to add The Interlocal Purchasing System TIPS contract 190703 and contract 200904 as successor contracts for purchases authorized by M&C P-12245 and remove TIPS contract 200105. NOW, THEREFORE, the Parties, acting herein by the through their duly authorized representatives, enter into the following agreement: 1. AMENDMENTS The Agreement is hereby amended to add Digital Resources,Inc. The Interlocal Purchasing System (TIPS) contract 190703 as a successor contract to TIPS 161001 authorized by M&C P- 12245. Schedule B-2 for TIPS contract 190703 is attached to this Second Amendment. TIPS 190703 expires September 30, 2022, with one (1) TIPS option to renew through September 30, 2023. The Agreement is hereby amended to add Digital Resources, Inc.The Interlocal Purchasing System (TIPS) contract 200904 as a successor contract to TIPS 171001 authorized by M&C P- 12245. Schedule B-3 for TIPS contract 200904 is attached to this Second Amendment. TIPS contract 200904 expires November 30, 2022, with two (2)TIPS options to renew for one (1) year each, expiring November 30, 2024. The Agreement is hereby amended to remove Digitial Resources, Inc. The Interlocal Purchasing System (TIPS) contract 200105 as an authorized source for purchases under City Secretary Contract 54205. 2. ALL OTHER TERMS SHALL REMAIN THE SAME All other provisions of the Agreement which are not expressly amended herein shall remain in full force and effect. 3. OFFICIAL RECORD ELECTRONIC SIGNATURE CITY SECRETARY FT.WORTH, TX Second Amendment to Fort Worth City Secretary Contract No. 54205 Page 1 of 24 This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall have the same effect as anoriginal. ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person By: Valerie Washington(May 27,2022 10:18 CDT) responsible for the monitoring and administration Name: Valerie Washington of this contract, including ensuring all Title: Assistant City Manager performance and reporting requirements. Date: May 27,2022 APPROVAL RECOMMENDED: By: CynthiKyree(May 12,202215:16 CDT) Name: Cynthia Tyree Title: Sr. IT Solutions Manager as By: APPROVED AS TO FORM AND LEGALITY: Name: Kevin Gunn Title: Director, IT Solutions Department ATTEST: By: Name: Taylor Paris Title: Assistant City Attorney By: J (Jun c�3GDOG:0GG CONTRACT AUTHORIZATION: Name: Jannette Goodal I a�44nnnn� M&C: P-12245 apF°F°R7r �� Title: City Secretary ��o° °�oa0 Approved: August 28, 2018 jol�o° °p.�a 1295: 2018-381280 �v° o=d ?�*' o*0 d� °° " `l °O000000o a a n�EX0S 4 VENDOR: Digital Resources Inc. ATTEST: By: By: Narne: �� Name: Title: ld4 Title: n� Date: 1 V\��� , aU o� OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Second Amendment to Fort Worth City Secretary Contract No. 54205 Page 2 of 24 Exhibit B-2 DIGITAL RESOURCES, INC. TIPS 9190703 littps://www.tips- usa.com/assets/Vendoi-spdt`/190703 Video and Audio Contract Di("ital Resources.pdf Second Amendment to Fort Worth City Secretary Contract No. 54205 Page 3 of 24 TIPS VENDOR AGREEMENT Between__ �� rC ' . ;\ < _and (Company Name) THE INTERLOCAL PURCHASING SYSTEM(TIPS), a Department of Texas Education Service Center Region 8 for TIPS RFP 190703 Video and Audio Equipment, Production and Presentation Systems General Information The Vendor Agreement("Agreement")made and entered into by and between The Interlocal Purchasing System(hereinafter referred to as"TIPS"respectfully)a government cooperative purchasing program authorized by the Region 8 Education Service Center,having its principal place of business at 4845 US Hwy 271 North,Pittsburg,Texas 75686.This Agreement consists of the provisions set forth below,including provisions of all Attachments referenced herein.In the event of a conflict between the provisions set forth below and those contained in any Attachment,the provisions set forth shall control unless otherwise agreed by the parties in writing and by signature and date on the attachment. A Purchase Order,Agreement or Contract is the TIPS Member's approval providing the authority to proceed with the negotiated delivery order under the Agreement.Special terms and conditions as agreed between the Vendor and TIPS Member should be added as addendums to the Purchase Order,Agreement or Contract,Items such as certificate of insurance,bonding requirements,small or disadvantaged business goals are some,but not all,of the addendums possible. Terms and Conditions Freight All quotes to members shall provide a line item for cost for freight or shipping regardless if there is a charge or not. If no charge for freight or shipping,indicate by stating"No Charge"or"$0","included in price"or other similar indication.Otherwise,all shipping,freight or delivery changes shall be passed through to the TIPS Member at cost with no markup and said charges shall be agreed by the TIPS Member unless alternative shipping terms are agreed by TIPS as a result of the proposal award. Warranty Conditions All new supplies equipment and services shall include manufacturer's minimum standard warranty unless otherwise agreed to in writing.Vendor shall be legally permitted to sell all products offered for sale to TIPS Members if the offering is included in the Request for Proposal category.All goods proposed and sold shall be new unless clearly stated in writing. customer support The Vendor shall provide timely and accurate customer support for orders to TIPS Members as agreed by the Parties.Vendors shall respond to such requests within a commercially reasonable time after receipt of the request.If support and/or training is a line item sold or packaged with a sale,support shall be as agreed with the TIPS Member. Agreements Agreements for purchase will normally be put into effect by means of a purchase order(s)executed by Non-)OC Vendor Agreement Ver.07102019.ro Page 2 Second Amendment to Fort Worth City Secretary Contract No. 54205 Page 4 of 24 authorized agents of the TIPS Member participating government entities,but other means of placing an order may be used at the Member's discretion. Tax exempt status Most TIPS Members are tax exempt and the related laws and/or regulations of the controlling jurisdiction(s) of the TIPS Member shall apply. Assignments of Agreements No assignment of this Agreement may be made without the prior notification of TIPS.Written approval of TIPS shall not be unreasonably withheld.Payment for delivered goods and services can only be made to the awarded Vendor,Vendor designated reseller or vendor assigned company. Disclosures • Vendor and TIPS affirms that he/she or any authorized employees or agents has not given,offered to give,nor intends to give at any time hereafter any economic opportunity,future employment, gift,loan,gratuity,special discount,trip,favor or service to a public servant in connection with this Agreement. • Vendor shall attach,in writing,a complete description of any and all relationships that might be considered a conflict of interest in doing business with the TIPS program. • The Vendor affirms that,to the best of his/her knowledge,the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this Agreement. Term and Renewal of Agreements The Agreement with TIPS is for three(3)years with an option for renewal for an additional one(1)consecutive year if both parties agree.TIPS may or may not exercise the one-year extension beyond the base three-year term and whether or not to offer the extension is at the sole discretion of TIPS.The scheduled Agreement termination date shall be the last date of the month of the last month of the agreement's legal effect. Example:if the agreement is scheduled to end on May23,the anniversary date of the award,it would actually be extended to May 31 in the last month of the last year the contract is active. Automatic Renewal Clauses Incorporated in Awarded Vendor Agreements with TIPS Members Resulting from the Solicitation and with the Vendor Named in this Agreement. No Agreement for goods or services with a TIPS Member by the awarded vendor named in this Agreement that results from the solicitation award named in this Agreement,may incorporate an automatic renewal clause that exceeds month to month terms with which the TIPS Member must comply. All renewal terms incorporated in an Agreement by the vendor with the TIPS Member shall only be valid and enforceable when the vendor receives written confirmation by purchase order,executed Agreement or other written instruction issued by the TIPS Member for any renewal period. The purpose of this clause is to avoid a TIPS Member inadvertently renewing an Agreement during a period in which the governing body of the TIPS Member has not properly appropriated and budgeted the funds to satisfy the Agreement renewal. This term is not negotiable and any Agreement between a TIPS Member and a TIPS awarded vendor with an automatic renewal clause that conflicts with these terms is rendered void and unenforceable. Shipments The Vendor shall ship,deliver or provide ordered products or services within a commercially reasonable time after the receipt of the order from the TIPS Member.If a delay in said delivery is anticipated,the Vendor shall notify TIPS Member as to why delivery is delayed and shall provide an estimated time for completion of the order.TIPS or the requesting entity may cannel the order if estimated delivery time is Non-)OC Vendor Agreement Ver.07102019.rp Pogo 3 Second Amendment to Fort Worth City Secretary Contract No. 54205 Page 5 of 24 not acceptable or not as agreed by the parties. Invoices Each invoice or pay request shall include the TIPS Member's purchase order number or other identifying designation as provided in the order by the TIPS Member.If applicable,the shipment tracking number or pertinent information for verification of TIPS Member receipt shall be made available upon request. Payments The TIPS Member will make payments directly to the Vendor,the vendor assigned dealer or as agreed by the Vendor and the TIPS Member after receiving invoice and in compliance with applicable payment statute(s), whichever is the greater time or as otherwise provided by an agreement of the parties. Pricing Price increases will be honored according to the terms of the solicitation. All pricing submitted to TIPS shall include the participation fee,as provided in the solicitation,to be remitted to TIPS by the Vendor. Vendor will not show adding the fee to the invoice presented to TIPS Member customer. Participation Fees The Participation Fee that was published as part of the Solicitation and the fee published is the legally effective fee,along with any fee conditions stated in the RFP.Collection of the fees by TIPS is required under Texas Government Code§791.011 Et seq.Vendor or vendor assigned dealer agrees to pay the participation fee for all Agreement sales to TIPS on a monthly scheduled report or as otherwise agreed by the parties.To report sales,login to the TIPS Vendor Portal and click on the Po's and Payments tab.Pages 3-7 of the Vendor Portal User Guide will walk you through the process of reporting sales to TIPS.Please refer to the TIPS Accounting FAQ's for more information about reporting sales and if you have further questions,contact the Accounting Team at accounting@tips-usa.com.The Vendor or vendor assigned dealers are responsible for keeping record of all sales that go through the TIPS Agreement and submitting same to TIPS. Failure to render the participation fee to TIPS shall constitute a breach of this agreement with our parent governmental entity, Texas Education Service Center Region 8,as established by the Texas legislature and shall be grounds for termination of this agreement and any other agreement held with TIPS and possible legal action.TIPS reserves all rights under the law to collect the fees due.Please contact TIPS at tips@tips-usa.corn or call(866)839.8477 if you have questions about paying fees, Indemnity The Vendor agrees to indemnify and hold harmless and defend TIPS,TIPS Member(s),officers and employees from and against all claims and suits by third parties for damages,injuries to persons(including death), property darnages,losses,and expenses including court costs and reasonable attorney's fees,arising out of,or resulting from,Vendor's performance under this Agreement,including all such causes of action based upon common,constitutional,or statutory law,or based in whole or in part,upon allegations of negligent or intentional acts on the part of the Vendor,its officers,employees,agents,subcontractors,licensees,or invitees.Parties found liable shall pay their proportionate share of damages as agreed by the parties or as ordered by a court of competent jurisdiction over the case. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED BY TIPS/ESC REGION 8. Per Texas Education Code§44.032(f),and pursuant to its requirements only,reasonable Attorney's fees are recoverable by the prevailing party in any dispute resulting in litigation. State of Texas Franchise Tax By signature hereon,the bidder hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171,Tax Code, Non-JOC Vendor Agreement Ver.07102019.rp Pogo 4 Second Amendment to Fort Worth City Secretary Contract No. 54205 Page 6 of 24 Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause.Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time.TIPS reserves the right to request additional proposals for items or services already on Agreement at any time. Purchase Order Pricing/Product Deviation If a deviation of pricing/product on a purchase order or contract modification occurs between the Vendor and the TIPS Member,TIPS must be notified within five(5)business days of receipt of change order. Termination for Convenience of TIPS Agreement Only TIPS reserves the right to terminate this agreement for cause or no cause for convenience with a thirty(30) days prior written notice.Termination for convenience is conditionally required under Federal Regulations 2 CFR part 200 If the customer is using federal funds for the procurement.All purchase orders presented to the Vendor,but not fulfilled by the Vendor,by a TIPS Member prior to the actual termination of this agreement shall be honored at the option of the TIPS Member.The awarded vendor may terminate the agreement with ninety(90)days prior written notice to TIPS 4845 US Hwy North,Pittsburg,Texas 75686. The vendor will be paid for goods and services delivered prior to the termination provided that the goods and services were delivered in accordance with the terms and conditions of the terminated agreement. This termination clause does not affect the sales agreements executed by the Vendor and the TIPS Member customer pursuant to this agreement.TIPS Members may negotiate a termination for convenience clause that meets the needs of the transaction based on applicable factors,such as funding sources or other needs. TIPS Member Purchasing Procedures Usually,purchase orders ortheir equal are issued by participating TIPS Memberto the awarded vendor and should indicate on the order that the purchase is per the applicable TIPS Agreement number.Orders are typically emalled to TIPS at tipspo r,tips-usa.com. • Awarded vendor delivers goods/services directly to the participating member. • Awarded vendor invoices the participating TIPS Member directly. • Awarded vendor receives payment directly from the participating member. • Awarded vendor reports sales monthly to TIPS(unless prior arrangements have been made with TIPS for an alternative submission schedule). Licenses Awarded vendor shall maintain,in current status,all federal,state and local licenses,bonds and permits required for the operation of the business conducted by awarded vendor.Awarded vendor shall remain reasonably fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of goods or services under the Agreement.TIPS and TIPS Members reserves the right to stop work and/or cancel an order or terminate this or any other sales Agreement of any awarded vendor whose license(s)required for performance under this Agreement have expired,lapsed,are suspended or terminated subject to a 30-day cure period unless prohibited by applicable statue or regulation. Novation if awarded vendor sells or transfers all assets,rights or the entire portion of the assets or rights required to perform this Agreement,a successor in interest must guarantee to perform all obligations under this Agreement.A simple change of name agreement will not change the Agreement obligations of awarded vendor.TIPS will consider contract Assignments on a case by case basis. TIPS must be notified within Non-10C Vendor Agreement ver.07102019.rp Page 5 Second Amendment to Fort Worth City Secretary Contract No. 54205 Page 7 of 24 five(5)business days of the transfer of assets or rights. Site Requirements(only when applicable to service or job) Cleanup:When performing work on site at a TIPS Member's property,awarded vendor shall clean up and remove all debris and rubbish resulting from their work as required or directed by TIPS Member or as agreed by the parties.Upon completion of work,the premises shall be left in good repair and an orderly,neat,clean and unobstructed condition. Preparation:Awarded vendor shall not begin a project for which TIPS Member has not prepared the site, unless awarded vendor does the preparation work at no cost,or until TIPS Member includes the cost of site preparation in a purchase order. Site preparation includes,but is not limited to:moving furniture,installing wiring for networks or power,and similar pre-installation requirements. Registered sex offender restrictions:For work to be performed at schools,awarded vendor agrees that no employee of a sub-contractor who has been adjudicated to be a registered sex offender will perform work at any time when students are,or reasonably expected to be,present unless otherwise agreed by the TIPS Member.Awarded vendor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at the TIPS Member's discretion. Awarded vendor must identify any additional costs associated with compliance of this term.If no costs are specified,compliance with this term will be provided at no additional charge.Safety measures:Awarded vendor shall take all reasonable precautions for the safety of employees on the worksite,and shall erect and properly maintain all necessary safeguards for protection of workers and the public.Awarded vendor shall post warning signs against all hazards created by the operation and work in progress,Proper precautions shall be taken pursuant to state law and standard practices to protect workers,general public and existing structures from injury or damage. Smoking adhere to the TIPS Member's or focal smoking statutes, Persons working under Agreement shall codes or policies. Marketing Awarded vendor agrees to allow TIPS to use their name and logo within TIPS website, marketing materials and advertisement subject to any reasonable restrictions provided to TIPS in the Proposal to the Solicitation.The Vendor may submit an acceptable use directive for Vendor's names and logos with which TIPS agrees to comply.Any use of TIPS name and logo or any form of publicity,inclusive of press be release, regarding this Agreement by awarded vendor must have prior approval wit from TIPS which will withheld.Request may be made by email to TIPS@TIPS USA.COM not not Supplemental Agreements The TIPS Member entity participating in the TIPS Agreement and awarded vendor may enter into a separate Supplemental Agreement or contract to further define the level of service requirements over and above the minimum defined in this Agreement such as but not limited to,invoice requirements,ordering requirements, specialized delivery,etc.Any Supplemental Agreement or contract developed as a result of this Agreement is exclusively between the TIPS Member entity customer and the Vendor.TIPS,its agents,TIPS Members and employees not a party to the Supplemental Agreement with the TIPS Member customer,shall not be made party to any claim for breach of such agreement unless named and agreed by the Party in question in writing in the agreement.If a Vendor submitting a Proposal requires TIPS and/or TIPS Member to sign an additional agreement,those agreements shall comply with the award made by TIPS to the Vendor.Supplemental Vendor's Agreement documents may not become part of TIPS's Agreement with vendor unless and until an authorized representative of TIPS reviews and approves it. TIPS review and approval may be at any time during the life of this Vendor Agreement.TIPS permits TIPS Members to negotiate additional terms and Non.loC Vendor Agreement Ver.071o2019.rp Page G Second Amendment to Fort Worth City Secretary Contract No. 54205 Page 8 of 24 conditions with the Vendor for the provision of goods or services under the Vendor's TIPS Agreement so long as they do not materially conflict with this Agreement. Survival Clause All applicable sales,leases,Supplemental Agreements,contracts,software license agreements,warranties or service agreements that were entered into between Vendor and TIPS or the TIPS Member Customer under the terms and conditions of this Agreement shall survive the expiration or termination of this Agreement.All Orders,Purchase Orders issued or contracts executed by TIPS or a TIPS Member and accepted by the Vendor prior to the expiration or termination of this agreement,shall survive expiration or termination of the Agreement,subject to previously agreed terms and conditions agreed by the parties or as otherwise specified herein relating to termination of this agreement. Legal obligations It is the responding Vendor's responsibility to be aware of and comply with all local,state and federal laws governing the sale of products/services identified in the applicable Solicitation that resulted in this Vendor Agreement and any awarded Agreement thereof.Applicable laws and regulations must be followed even if not specifically identified herein. Audit rights Due to transparency statutes and public accountability requirements of TIPS and TIPS Members', the awarded Vendor shall,at their sole expense,maintain appropriate due diligence of all purchases made by TIPS Member that utilizes this Agreement.TIPS and Region 8 ESC each reserve the right to audit the accounting of TIPS related purchases for a period of three(3)years from the time such purchases are made.This audit right shall survive termination of this Agreement for a period of one(1)year from the effective date of termination. in order to ensure and confirm compliance with this agreement,TIPS shall have authority to conduct audits of Awarded Vendor's pricing or TIPS transaction documentation with TIPS Members with 30 days'notice unless the audit is ordered by a Court Order or by a Government Agency with authority to do so without notice. Notwithstanding the foregoing,in the event that TIPS is made aware of any pricing being offered to eligible entities that is materially inconsistent with the pricing under this agreement,TIPS shall have the ability to conduct the audit internally or may engage a third-party auditing firm to investigate any possible non- compliant conduct or may terminate the Agreement according to the terms of this Agreement.In the event of an audit,the requested materials shall be reasonably provided in the time,format and at the location acceptable to Region 8 ESC or TIPS. TIPS agrees not to perform a random audit the TIPS transaction documentation more than once per calendar year,but reserves the right to audit for just cause or as required by any governmental agency or court with regulatory authority over TIPS or the TIPS Member. Force Majeure if by reason of Force Majeure,either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon,and the 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. Project Delivery order Procedures The TIPS Member having approved and signed an interlocal agreement,or other TIPS Membership document,may make a request of the awarded vendor under this Agreement when the TIPS Member desires goods or services awarded to the Vendor.Notification may occur via phone,the web,courier, email,fax,or in person.Upon notification of a pending request,the awarded vendor shall acknowledge Non-JOC Vendor Agreement ver.07102019.rp Page 7 Second Amendment to Fort Worth City Secretary Contract No. 54205 Page 9 of 24 the TIPS Member's request as soon as possible,but must make contact with the TIPS Member within two working days. Status of TIPS Members as Related to This Agreement TIPS Members stand in the place of TIPS as related to this agreement and have the same access to the proposal information and all related documents. TIPS Members have all the same rights under the awarded Agreement as TIPS. Vendor's Resellers as Related to This Agreement Vendor's Named Resellers under this Agreement shall comply with all terms and conditions of this agreement and all addenda or incorporated documents.All actions related to sales by Authorized Vendor's Resellers under this Agreement are the responsibility of the Awarded Vendor. Support Requirements If there is a dispute between the awarded vendor and TIPS Member,TIPS or its representatives will assist in conflict resolution or third party If requested by either party.TIPS,or its representatives, reserves the right to inspect any project and audit the awarded Vendor's TIPS project files,documentation and correspondence related to the requesting TIPS Member's order.If there are confidentiality requirements by either party,TIPS shall comply to the extent permitted by law. Incorporation of Solicitation The TIPS Solicitation which resulted in this Vendor Agreement,whether a Request for Proposals,the Request for Competitive Sealed Proposals or Request for Qualifications solicitation,or other,the Vendor's response to same and all associated documents and forms made part of the solicitation process,including any addenda,are hereby incorporated by reference into this Agreement as if copied verbatim. SECTION HEADERS OR TITLES THE SECTON HEADERS OR TITLES WITHIN THIS DOCUMENT ARE MERELY GUIDES FOR CONVENIENCE AND ARE NOT FOR CLASSIFICATION OR LIMITING OF THE RESPONSIBILITIES OF THE PARTIES TO THIS DOCUMENT. STATUTORY REQUIREMENTS Texas governmental entities are prohibited from doing business with companies that fail to certify to this condition as required by Texas Government Code Sec.2270. By executing this agreement,you certify that you are authorized to bind the undersigned Vendor and that your company(1)does not boycott Israel;and(2) will not boycott Israel during the term of the Agreement. You certify that your company is not listed on and does not and will not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at https://comptroller.texas. c_Y1.1_�L!.rcha in does forei n- terrorist.pdf You certify that if the certified statements above become untrue at any time during the life of this Agreement that the Vendor will notify TIPS within three(3)business day of the change by a letter on Vendor's letterhead from and signed by an authorized representative of the Vendor stating the non-compliance decision and the TIPS Agreement number and description at: Attention:General Counsel Non-JUC Vendor Agreement Ver.07102019.rp Page 8 Second Amendment to Fort Worth City Secretary Contract No. 54205 Page 10 of 24 ESC Region 8/The Interlocal Purchasing System(TIPS) 4845 Highway 271 North Pittsburg,TX,75686 And by an email sent to bids@tips-usa.com Insurance Requirements The undersigned Vendor agrees to maintain the below minimum insurance requirements for TIPS Contract Holders. General Liability $1,000,000 each Occurrence/Aggregate Automobile Liability $300,000 Includes owned,hired&non-owned Workers'Compensation Statutory limits for the jurisdiction in which the Vendor performs under this Agreement. Umbrella Liability $1,000,000 When the contractor or its subcontractors are liable for any damages or claims,the contractors' policy,when the Vendor is responsible for the claim,must be primary over any other valid and collectible insurance carried by the District.Any immunity available to TIPS or TIPS Members shall not be used as a defense by the contractor's insurance policy. The coverages and limits are to be considered minimum requirements and in no way limit the liability of the Contractor(s).Insurance shall be written by a carrier with an A-;VII or better rating in accordance with current A.M.Best Key Rating Guide. Only deductibles applicable to property damage are acceptable, unless proof of retention funds to cover said deductibles is provided."Claims made"policies will not be accepted. Vendor's required minimum coverage shall not be suspended,voided,cancelled,non-renewed or reduced in coverage or in limits unless replaced by a policy that provides the minimum required coverage except after thirty(30)days prior written notice by certified mail,return receipt requested has been given to TIPS or the TIPS Member if a project or pending delivery of an order is ongoing. Upon request,certified copies of all insurance policies shall be furnished to the TIPS or the TIPS Member. Special Terms and Conditions • Orders: All vendor orders received from TIPS Members must be emailed to TIPS at tipsp0@tips- usa.com.Should a TIPS Member send an order directly to the Vendor,it is the Vendor's responsibility to forward a copy of the order to TIPS at the email above within 3 business days and confirm its receipt with TIPS. • Vendor Encouraging Members to bypass TIPS agreement:Encouraging TIPS Members to purchase directly from the Vendor or through another agreement,when the Member has requested using the TIPS cooperative Agreement or price,and thereby bypassing the TIPS Agreement is a violation of the terms and conditions of this Agreement and will result in removal of the Vendor from the TIPS Program. • Order Confirmation:All TIPS Member Agreement purchase orders are approved daily by TIPS and sent to vendor. The vendor should confirm receipt of orders to the TIPS Member(customer)within 3 business days. • Vendor custom website for TIPS:if Vendor is hosting a custom TIPS website,updated pricing when effective.TIPS shall be notified when prices change in accordance with the award. • Back Ordered Products: If product is not expected to ship within the time provided to the TIPS member by the Vendor,customer is to be notified within 3 business days and appropriate action taken based on customer request. The TIPS Vendor Agreement Signature Page is inserted here, Non-JOC Vendor Agreement Ver.07102019.rp Page 9 Second Amendment to Fort Worth City Secretary Contract No. 54205 Page 11 of 24 TIPS Vendor Agreement Signature Form TIPS RFP 190703 Video and Audio Equipment,Production and Presentation Systems Company Name DIGITAL RESOURCES, INC Address 2107 GREENBRIAR DR. SUITE B SOLITHLAKE State TX Lip 76092 City .................. Phone Fax 817-481-9300 817-488-0595 --... — WBOCK@DIGITALRESOURGE&C.OM Email of Authorized Representative WENDY BOCK Name of Authorized Representative.......... ........ Title PRESIDENT Signature of Authorized Representative�,_ Date 8/14119 TIPS Authorized Representative Name Meredith.Barton_-_... Title Chief_ Operating_Officer . TIPS Authorized Representative Signature al Approved by ESC Region 8—Atn4IAA��_ ------ date 110-0 ,.19 I Page 10 of 10 Second Amendment to Fort Worth City Secretary Contract No. 54205 Page 12 of 24 Exhibit B-3 DIGITAL RESOURCES INC. TIPS#200904 https://tips- usa.coin/assets/Venclorspdf/200944 CONTRACT AUDIO VISUAL EQUIP DIGITAL R ESOURCES.pdf Second Amendment to Fort Worth City Secretary Contract No. 54205 Page 13 of 24 TIC'S VENDOR AGREEMENT Between Digkal Resources,Inc- and (Company Name) THE INTERLOCAL PURCHASING SYSTEM(TIPS), a Department of Texas Education Service Center Region 8 for TIPS RFP 200904 Audio Visual Equipment,Supplies,and Services General Information The Vendor Agreement("Agreement")made and entered into by and between The Interlocal Purchasing System (hereinafter 'TIPS") a government cooperative purchasing program authorized by the Region 8 Education Service Center,having its principal place of business at 4845 US Hwy 271 North,Pittsburg,Texas 75686 and the TIPS Vendor.This Agreement consists of the provisions set forth below,including provisions of all attachments referenced herein.In the event of a conflict between the provisions set forth below and those contained in any attachment,the provisions set forth shall control unless otherwise agreed by the parties in writing and by signature and date on the attachment. A Purchase Order( PO"),Agreement or Contract is the TIPS Member's approval providing the authority to proceed with the negotiated delivery order under the Agreement.Special terms and conditions as agreed between the Vendor and TIPS Member should be added as addendums to the Purchase Order,Agreement or Contract.Items such as certificate of insurance,bonding requirements,small or disadvantaged business goals are some,but not all,of the possible addend ums. Terms and Conditions Freight All quotes to Members shall provide aline Item for cost for freight or shipping regardless if there is a charge or not. if no charge for freight or shipping,Indicate by stating"No charge","So","Included In price"or other similar indication. Otherwise,all shipping,freight or delivery changes shall be passed through to the TIPS Member at cost with no markup and said charges shall be agreed by the TIPS Member unless alternative shipping terms are agreed by TIPS as a result of the proposal award. Warranty Conditions All new supplies equipment and services shall include manufacturer's minimum standard warren unless otherwise agreed to in writing.Vendor shall be legally permitted to sell all products offered for sale to TIPS Members if the offering is included in the Request for Proposal ("RFP")category.All goods proposed and sold shall be new unless clearly stated in writing. Customer Support The Vendor shall provide timely and accurate customer support for orders to TIPS Members as agreed by the Parties.Vendors shall respond to such requests within a commercially reasonable time after receipt of the request.if support and/or training Is a line Item sold or packaged with a sale,support shall be as agreed with the TIPS Member. Agreements TIPS Vendor Agreement o6o22o2o_v Page 1 Second Amendment to Fort Worth City Secretary Contract No. 54205 Page 14 of 24 Agreements for purchase will normally be put Into effect by means of a purchase order(s) executed by authorized agents of the TIPS Member participating government entities, but other means of placing an order may be used at the Member's discretion. Tax exempt status Most TIPS Members are tax exempt and the related laws and/or regulations of the controlling jurisdiction(s) of the TIPS Member shall apply, Assignments of Agreements No assignment of this Agreement may be made without the prior notification of TIPS.Written approval of TIPS shall not be unreasonably withheld.Payment for delivered goods and services can only be made to the awarded Vendor,Vendor designated reseller or vendor assigned company. Disclosures • Vendor and TIPS affirm that he/she,or any authorized employees or agents,has not given,offered to give, nor intends to give at any time hereafter any economic opportunity, future employment,gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this Agreement. • Vendor shall attach, in writing, a complete description of any and all relationships that might be considered a conflict of interest in doing business with the TIPS program. • The Vendor affirms that, to the best of his/her knowledge, the offer has been arrived at Independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this Agreement. Term of Agreement and Renewals The Agreement with TiPS is for approximately three(3)years with an option for renewal for an additional one (1)consecutive year. if TIPS offers the renewal extension year,the Vendor will be notified by email to the primary contact of the awarded Vendor and shall be deemed accepted by the Vendor unless the awarded Vendor notifies TiPS of Its objection to the additional term. TIPS may or may not exercise the available extension(s)provided in the original solicitation beyond the base three-year term.Whether or not to offer the extension is at the sole discretion of TIPS. "Start Date"for Term calculation Purposes Only: Regardless of actual award/effective date of Contract, for Agreement"term"calculation purposes only,the Agreement"start date"is the last day of the month that Award Notifications are anticipated as published in the Solicitation Example:If the anticipated award date published in the Solicitation is May 22,but extended negotiations delay award until June 27, The end date of the resulting initial"three-year"term Agreement, (which is subject to an extension(s))will still be May31,2023. "Termination Date": The scheduled Agreement"termination date"shall be the last day of the month of the month of the Original Solicitation's Anticipated Award Rate plus three years. Example:if the original term is approximately three years,and the solicitation provides an anticipated award date of May 22,2020,the expiration date of the original three-year term shall be May 31,2023. TIP5 Vendor Agreement 06022020_sr Page 2 Second Amendment to Fort Worth City Secretary Contract No. 54205 Page 15 of 24 Extensions: Any extensions of the original term shall begin on the next day after the day the original term expires. Example Following the Previous Example:if TIPS offers o one-year extension,the expiration of the extended term shall be May 31,2024. TIPS may offer to extend Vendor Agreements to the fullest extent the original Solicitation permits. Automatic Renewal Clauses Incorporated in Awarded Vendor Agreements with TIPS Members Resulting from the Solicitation and with the Vendor Named in this Agreement. No Agreement for goods or services with a TIPS Member by the awarded vendor named in this Agreement that results from the solicitation award named in this Agreement,may incorporate an automatic renewal clause that exceeds month to month terms with which the TIPS Member must comply. All renewal terms Incorporated In an Agreement by the vendor with the TIPS Member shall only be valid and enforceable when the vendor receives written confirmation by purchase order, executed Agreement or other written instruction Issued by the TIPS Member for any renewal period. The purpose of this clause is to avoid a TiPS Member inadvertently renewing an Agreement during a period in which the governing body of the TIPS Member has not properly appropriated and budgeted the funds to satisfy the Agreement renewal. This term is not negotiable and any Agreement between a TIPS Member and a TIPS awarded vendor with an automatic renewal clause that conflicts with these terms is rendered void and unenforceable. Shipments The Vendor shall ship,deliver or provide ordered products or services within a commercially reasonable time after the receipt of the order from the TIPS Member. If a delay in said delivery is anticipated,the Vendor shall notify TIPS Member as to why delivery is delayed and shall provide an estimated time for completion of the order.TIPS or the requesting entity may cancel the order if estimated delivery time is not acceptable or not as agreed by the parties. invoices Each invoice or pay request shall include the TIPS Member's purchase order number or other identifying designation as provided in the order by the TIPS Member. if applicable,the shipment tracking number or pertinent information for verification of TIPS Member receipt shall be made available upon request. Payments The TiPS Member will make payments directly to the Vendor,the Vendor Assigned Dealer or as agreed by the Vendor and the TiPS Member after receiving Invoice and In compliance with applicable payment statute(s),whichever is the greater time or as otherwise provided by an agreement of the parties. Pricing Price increases will be honored according to the terms of the solicitation. All pricing submitted to TIPS shall include the participation fee,as provided in the solicitation,to be remitted to TIPS by the Vendor. Vendor will not show adding the fee to the invoice presented to TIPS Member customer. Participation Fees and Reporting of Sales to TIPS by Vendor The Participation Fee that was published as part of the Solicitation and the fee published is the legally effective fee,along with any fee conditions stated in the Solicitation.Collection of the fees by TIPS is required under Texas Government Code§791.011 Et seq. Fees are due on all TIPS purchases reported by either Vendor or Member. Fees are due to TIPS upon payment by the Member to the Vendor, Reseller or Vendor Assigned Dealer. Vendor, Reseller or Vendor Assigned Dealer agrees that the participation fee is due to TIPS for all TIPS Vendor Agreement 06022020_sr Page 3 Second Amendment to Fort Worth City Secretary Contract No. 54205 Page 16 of 24 Agreement sales immediately upon receipt of payment including partial payment,from the Member Entity and must be paid to TIPS at least on a monthly basis,specifically within 31 calendar days of receipt of payment, if not more frequently,or as otherwise agreed by TIPS in writing and signed by an authorized signatory of TIPS. Thus,when an awarded Vendor, Reseller or Vendor Assigned Dealer receives any amount of payment,even partial payment,for a TIPS sale,the legally effective fee for that amount is immediately due to TIPS from the Vendor and fees due to TIPS should be paid at least on a monthly basis,specifically within 31 calendar days of receipt of payment,if not more frequently. Reporting of Sales to TIPS by Vendor Vendor is required to report all sales under the TIPS contract to TIPS.When a public entity initiates a purchase with a TIPS Awarded Vendor,if the Member inquires verbally or in writing whether the Vendor holds a TIPS Contract,it is the duty of the Vendor to verify whether or not the Member is seeking a TIPS purchase. Once verified, the Vendor must include the TIPS Contract number on any communications and related sales documents exchanged with the TIPS Member entity.To report sales,the vendor must login to the TIPS Vendor Portal online at https.1/www.tiPs-usa.com/­yendurs form.cfm and click on the PO's and Payments tab.Pages 3-7 of the Vendor portal User Guide will walk you through the process of reporting sales to TIPS.Please refer to the TIPS Accounting FACes for more information about reporting sales and if you have further questions, contact the Accounting Team at acro,untina tips^r.i5a..cnm. The Vendor or vendor assigned dealers are responsible for keeping retard of all sales that go through the TIPS Agreement and submitting same to TIPS, Failure to render the participation fee to TIPS shall constitute a breach of this agreement with our parent governmental entity,Texas Education Service Center Region 8,as established bytheTexas legislature and shall be grounds for termination of this agreement and any other agreement held with TIPS and possible legal action.Any overpayment of participation fees to TIPS by a Vendor will be refunded to the Vendor within ninety (90)days of receipt of notification if TIPS receives written notification of the overpayment not later than the expiration of six(6) months from the date of overpayment and TIPS determines that the amount was not legally due to TIPS pursuant to this agreement and applicable law. it is the Vendor's responsibility to identify which sales are TIPS Agreement sales and pay the correct participation fee due for TIPS Agreement sales. Any notification of overpayment received by TIPS after the expiration of six (6) months from the date of overpayment will be non-refundable. Region 8 ESC and TIPS reserve the right to extend the six (6) month deadline to notify if approved by the Region 8 ESC Board of Directors. TIPS reserves all rights under the law to collect the fees due. Please contact TIPS at tips@tips-usa.com or call (866)839-8477 if you have questions about paying fees. Indemnity The Vendor agrees to indemnifyand hold harmless and defend TIPS,TIPS Member(s),officers and employees from and against all claims and suits by third parties for damages, injuries to persons (including death), property damages,losses,and expenses including court costs and reasonable attorney's fees,arising out of, or resulting from,Vendor's performance under this Agreement,including all such causes of action based upon common,constitutional,or statutory law,or based in whole or In part,upon allegations of negligent or intentional acts on the part of the Vendor,its officers,employees,agents,subcontractors,licensees,or Invitees.parties found liable shall pay their proportionate share of damages as agreed by the parties or as ordered by a court of competent Jurisdiction over the case. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED BY TIPS/ESC REGION$. Per Texas Education Code§44.032(f), and pursuant to its requirements only, reasonable Attorneys fees are recoverable by the prevailing party In any dispute resulting in litigation. State of Texas Franchise Tax By signature hereon,the Vendor hereby certifies that he/she is not currently delinquent in the payment of TIP5 Vendor Agreement 06022020_sr Page 4 Second Amendment to Fort Worth City Secretary Contract No. 54205 Page 17 of 24 any franchise taxes owed the State of Texas under Chapter 171,Tax Code. Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing In the Agreement or In any other communication between TIPS and the Vendor may be construed as a guarantee that T1PS or TIPS Members will submit any orders at any time.TIPS reserves the right to request additional proposals for items or services already on Agreement at any time. Purchase Order Pricing/Product Deviation If a deviation of pricing/product on a Purchase Order or contract modification occurs between the Vendor and the TIPS Member,TIPS must be notified within five(5)business days of receipt of change order. Termination for Convenience of TIPS Agreement only TIPS reserves the right to terminate this agreement for cause or no cause for convenience with a thirty(30) days prior written notice.Termination for convenience is conditionally required under Federal Regulations 2 CFR part 200 if the customer is using federal funds for the procurement.All purchase orders presented to the Vendor, but not fulfilled by the Vendor, by a TIPS Member prior to the actual termination of this agreement shall be honored at the option of the TIPS Member.The awarded Vendor may terminate the agreement with ninety(90)days prior written notice to TIPS 4845 US Hwy North,Pittsburg,Texas 75686. The vendor will be paid for goods and services delivered prior to the termination provided that the goods and services were delivered in accordance with the terms and conditions of the terminated agreement. This termination clause does not affect the sales agreements executed by the Vendor and the TIPS Member customer pursuant to this agreement.TIPS Members may negotiate a termination for convenience clause that meets the needs of the transaction based on applicable factors, such as funding sources or other needs. TIPS Member Purchasing Procedures Usually,purchase orders or their equal are issued by participating TIPS Member to the awarded vendor and should Indicate on the order that the purchase is per the applicable TIPS Agreement Number.Orders are typically emailed to TIPS at tipspo@tips-usa.com. • Awarded Vendor delivers goods/services directly to the participating member. • Awarded Vendor Invoices the participating TIPS Member directly. • Awarded Vendor receives payment directly from the participating member. • Fees are due to TIPS upon payment by the Member to the Vendor. Vendor agrees to pay the participation fee to TIPS for all Agreement sales upon receipt of payment including partial payment,from the Member Entity or as otherwise agreed by TIPS in writing and signed by an authorized signatory of TIPS. Uce nses Awarded Vendor shall maintain, in current status,all federal,state and local licenses, bonds and permits required for the operation of the business conducted by awarded Vendor. Awarded Vendor shall remain reasonably fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of goods or services under the Agreement.TIPS and TIPS Members reserves the right to stop work and/or cancel an order or terminate this or any other sales Agreement of any awarded Vendor whose license(s) required for performance under this Agreement have expired,lapsed,are suspended or terminated subject to a 30-day cure period unless prohibited by applicable statue or regulation. Novation TIPS vendor Agreement 06022020_sr Page 5 Second Amendment to Fort Worth City Secretary Contract No. 54205 Page 18 of 24 If awarded Vendor sells or transfers all assets,rights or the entire portion of the assets or rights required to perform this Agreement, a successor in interest must guarantee to perform all obligations under this Agreement.A simple change of name agreement will not change the Agreement obligations of awarded vendor.TIPS will consider Contract Assignments on a case by case basis. TIPS must be notified within five (5)business days of the transfer of assets or rights. She Requirements(only when applicable to service or job) Cleanup:When performing work on site at a TIPS Members property,awarded Vendor shall clean up and remove all debris and rubbish resulting from their work as required or directed by TIPS Member or as agreed by the parties. Upon completion of work,the premises shall be left in good repair and an orderly, neat,clean and unobstructed condition. Preparation:Awarded Vendor shall not begin a project for which TIPS Member has not prepared the site, unless awarded Vendor does the preparation work at no cost,or until TIPS Member includes the cost of site preparation in a purchase order. Site preparation includes,but is not limited to: moving furniture, installing wiring for networks or power,and similar pre-installation requirements. Registered sex offender restrictions:For work to be performed at schools,awarded Vendor agrees that no employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are,or reasonably expected to be,present unless otherwise agreed by the TIPS Member.Awarded Vendor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at the TIPS Members discretion. Awarded Vendor must identify any additional costs associated with compliance of this term. If no costs are specified,compliance with this term will be provided at no additional charge.Safety measures:Awarded Vendor shall take all reasonable precautions for the safety of employees on the worksite,and shall erect and properly maintain all necessary safeguards for protection of workers and the public.Awarded Vendor shall post warning signs against all hazards created by the operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers,general public and existing structures from injury or damage. Safety Measures Awarded Vendor shall take all reasonable precautions for the safety of employees on the worksite,and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Awarded vendor shall post warning signs against all hazards created by the operation and work in progress.Proper precautions shall be taken pursuant to state law and standard practices to protect workers,general public and existing structures from injury or damage. Smoking Persons working under Agreement shall adhere to the TIPS Member's or local smoking statutes,codes or policies. Marketing Awarded Vendor agrees to allow TIPS to use their name and logo within TIPS website,marketing materials and advertisement subject to any reasonable restrictions provided to TIPS in the Proposal to the Solicitation.The Vendor may submit an acceptable use directive for Vendor's names and logos with which TIPS agrees to comply.Any use of TIPS name and logo or any form of publicity, inclusive of press release, regarding this Agreement by awarded vendor must have prior approval from TIPS which will not be unreasonably withheld.Request may be made by email to TIPS@TIPS-USA.CQM. Supplemental Agreements TIPS vendor Agreement 06022020_sr Page 6 Second Amendment to Fort Worth City Secretary Contract No. 54205 Page 19 of 24 The TIPS Member entity participating in the TIPS Agreement and awarded Vendor may enter into a separate Supplemental Agreement or contract to further define the level of service requirements over and above the minimum defined In this Agreement such as but not limited to, invoice requirements, ordering requirements,specialized delivery,etc.Any Supplemental Agreement or contract developed as a result of this Agreement is exclusively between the TIPS Member entity customer and the Vendor.TIPS,its agents, TIPS Members and employees not a party to the Supplemental Agreement with the TIPS Member customer, shall not be made party to any claim for breach of such agreement unless named and agreed by the Party in question in writing in the agreement, if a Vendor submitting a Proposal requires TIPS and/or TIPS Member to sign an additional agreement,those agreements shall comply with the award made by TIPS to the Vendor.Supplemental Vendor's Agreement documents may not become part of TIPS'Agreement with Vendor unless and until an authorized representative of TIPS reviews and approves it. TIPS review and approval may be at any time during the life of this Vendor Agreement. TIPS permits TIPS Members to negotiate additional terms and conditions with the Vendor for the provision of goods or services under the Vendor's TIPS Agreement so long as they do not materially conflict with this Agreement. Survival Clause All applicable sales,leases,Supplemental Agreements,contracts,software license agreements,warranties or service agreements that were entered Into between Vendor and TIPS or the TIPS Member Customer under the terms and conditions of this Agreement shall survive the expiration or termination of this Agreement.All Orders,Purchase Orders issued or contracts executed by TIPS or a TIPS Member and accepted by the Vendor prior to the expiration or termination of this agreement, shall survive expiration or termination of the Agreement, subject to previously agreed terms and conditions agreed by the parties or as otherwise specified herein relating to termination of this agreement. Legal obligations it is the responding Vendor's responsibility to be aware of and comply with all local,state and federal laws governing the sale of products/services identified in the applicable Solicitation that resulted in this Vendor Agreement and any awarded Agreement thereof,Applicable laws and regulations must be followed even if not specifically identified herein. Audit rights Due to transparency statutes and public accountability requirements of TIPS and TiPS Members', the awarded Vendor shall,at their sole expense, maintain appropriate due diligence of all purchases made by TiPS Member that utilizes this Agreement. TIPS and Region 8 ESC each reserve the right to audit the accounting of TIPS related purchases for a period of three(3)years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1)year from the effective date of termination. In order to ensure and confirm compliance with this agreement, TIPS shall have authority to conduct audits of Awarded Vendor's pricing or TIPS transaction documentation with TIPS Members with 30 days'notice unless the audit is ordered by a Court Order or by a Government Agency with authority to do so without notice. Notwithstanding the foregoing,in the event that TIPS is made aware of any pricing being offered to eligible entities that is materially inconsistent with the pricing under this agreement,TIPS shall have the ability to conduct the audit internally or may engage a third-party auditing firm to investigate any possible non-compliant conduct or may terminate the Agreement according to the terms of this Agreement In the event of an audit,the requested materials shall be reasonably provided in the time,format and at the location acceptable to Region 8 ESC or TIPS.TIPS agrees not to perform a random audit the TIPS transaction documentation more than once per calendar year,but reserves the right to audit for just cause or as required by any governmental agency or court wlth regulatory authority over TIPS or the TIPS Member. TkPS Vendor Agreement 06022020_sr Page 7 Second Amendment to Fort Worth City Secretary Contract No. 54205 Page 20 of 24 Force Majeu re If by reason of Force Majeure,either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force MaJeure In writing to the other party within a reasonable time after occurrence of the event or cause relied upon,and the obligation of the party giving such notice, so far as it Is affected by such Force MaJeure, shall be suspended during the continuance of the inability then claimed,except as hereinafter provided,but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas,regardless of any conflict of laws principles. Venue,Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought In a court of competent Jurisdiction In Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding,waives any objection it may now or hereafter have to venue or to convenience of forum,agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court,and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court.The parties agree that either or both of them may fie a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process,other than litigation, between TIPS and the Vendor shall be located in Camp or Titus County,Texas. Project Delivery Order Procedures The TIPS Member having approved and signed an interlocal agreement, or other TIPS Membership document,may make a request of the awarded Vendor under this Agreementwhen the TIPS Member desires goods or services awarded to the Vendor.Notification may occur via phone,the web,courier,email,fax,or in person. Upon notification of a pending request, the awarded Vendor shall acknowledge the TiPS Member's request as soon as possible,but must make contact with the TIPS Member within two working days. Status of TIPS Members as Related to This Agreement TIPS Members stand in the place of TIPS as related to this agreement and have the same access to the proposal information and all related documents. TIPS Members have all the same rights under the awarded Agreement as TIPS. Vendor's Resellers as Related to This Agreement Vendor's Named Resellers("Resellers")under this Agreement she II comply with all terms and conditions of this agreement and all addenda or incorporated documents. All actions related to sales by Authorized Vendor's Resellers under this Agreement are the responsibility of the awarded Vendor. If Resellers fail to report salestoTIPS under your Agreement,the awarded Vendor is responsible for their contractual failures and shall be billed for the fees. The awarded Vendor may then recover the fees from their named reseller. TIPS Vendor Agreement 06022020_sr Page 8 Second Amendment to Fort Worth City Secretary Contract No. 54205 Page 21 of 24 Support Requirements If there is a dispute between the awarded Vendor and TIPS Member,TIPS or its representatives may,at TIPS sole discretion,assist in conflict resolution If requested by either party.TIPS,or Its representatives,reserves the right to inspect any project and audit the awarded Vendor's TIPS project files, documentation and correspondence related to the requesting TIPS Member's order.If there are confidentiality requirements by either party,TIPS shall comply to the extent permitted by law. incorporation of Solicitation The TIPS Solicitation which resulted in this Vendor Agreement,whether a Request for Proposals,the Request for Competitive Sealed Proposals or Request for Qualifications solicitation,or other,the Vendor's response to same and all associated documents and forms made part of the solicitation process, Including any addenda,are hereby incorporated by reference Into this Agreement as if copied verbatim. SECTION HEADERS OR TITLES THE SECTON HEADERS OR TITLES WITHIN THIS DOCUMENT ARE MERELY GUIDES FOR CONVENIENCE AND ARE NOT FOR CLASSIFICATION OR LIMITING OFTHE RESPON51BILITFS OF THE PARTIES TO THIS DOCUMENT, STATUTORY REQUIREMENTS Texas governmental entities are prohibited from doing business with companies that fail to certify to this condition as required by Texas Government Code Sec.2270. By executing this agreement,you certify that you are authorized to bind the undersigned Vendor and that your company(1)does not boycott Israel;and(2)will not boycott Israel during the term of the Agreement. You certifythat your company is not listed on and does not and will not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at https://comptrollet,.Iexas.gov/purchosinpjdocsJforei9r).terrorist. df You certify that if the certified statements above become untrue at any time during the life of this Agreement that the Vendorwill notify TIPS within three(3)business day of the change by a letteron Vendor's letterhead from and signed by an authorized representative of the Vendor stating the non-compliance decision and the TIPS Agreement number and description at: Attention-General Counsel E5C Region$/The Interlocal Purchasing System(TIPS) 4845 Highway 271 North Pittsburg,TX,75686 And by an email sent to bids@tips-usa.com Insurance Requirements The undersigned Vendor agrees to maintain the below minimum insurance requirements for TIPS Contract Holders: General Liability $1,000,000 each Occurrence/Aggregate Automobile Liability $300,000 Includes owned,hired&non-owned TIPS Vendor Agreement 06022020_sr Page 9 Second Amendment to Fort Worth City Secretary Contract No. 54205 Page 22 of 24 Workers'Compensation Statutory limits for the jurisdiction in which the Vendor performs under this Agreement. Umbrella Liability $1,000,000 When the Vendor or its subcontractors are liable for any damages or claims,the Vendor's policy,when the Vendor is responsible for the claim,must be primary over any other valid and collectible insurance carried by the Member.Any immunity available to TIPS or TIPS Members shall not be used as a defense by the contractor's insurance policy. The coverages and limits are to be considered minimum requirements and in no way limit the liability of the Vendor(s).Insurance shall be written by a carrier with an A-;VII or better rating in accordance with current A.M. Best Key Rating Guide. Only deductibles applicable to property damage are acceptable,unless proof of retention funds to cover said deductibles is provided."Claims made" po►icies will not be accepted. Vendor's required minimum coverage shall not be suspended, voided, cancelled, non-renewed or reduced in coverage or in limits unless replaced by a policy that provides the minimum required coverage except after thirty(30)days prior written notice by certified mail,return receipt requested has been given to TIPS or the TIPS Member if a project or pending delivery of an order is ongoing. Upon request,certified copies of all Insurance policies shall be furnished to the TIPS or the TIPS Member. Special Terms and Conditions • Orders: All Vendor orders received from TIPS Members must be emailed to TIPS at tipspo@tips- usa.com.Should a TIPS Member send an order directly to the Vendor,it is the Vendor's responsibility to forward a copy of the order to TIPS at the email above within 3 business days and confirm its receipt with TIPS. • Vendor Encouraging Members to bypass TIPS agreement:Encouraging TIPS Members to purchase directly from the Vendor or through another agreement,when the Member has requested using the TIPS cooperative Agreement or price,and thereby bypassing the TIPS Agreement is a violation of the terms and conditions of this Agreement and will result in removal of the Vendor from the TIPS Program. • Order Confirmation:All TIPS Member Agreement orders are approved daily by TIPS and sent to the Vendor. The Vendor should confirm receipt of orders to the TIPS Member (customer) within 3 business days. Vendor custom website for TIPS:if Vendor is hosting a custom TIPS website,updated pricing when effective.TIPS shall be notified when prices change in accordance with the award. • Back Ordered Products: If product is not expected to ship within the time provided to the TIPS Member by the Vendor,the Member is to be notified within 3 business days and appropriate action taken based on customer request. The TIPS Vendor Agreement Signature Page is inserted here. TIPS Vendor Agreement 06022020 sr Page 10 Second Amendment to Fort Worth City Secretary Contract No. 54205 Page 23 of 24 .......... TIPS Vendor Agreement Signature Form RFP 200904 Audio Visual Equipment,Supplies,and Services Company Name Resources, Address 2107 Greenbriar Dr. Suite B City TX 76092... SOUTHLAKE State Zip........-- ................................. Phone , 817-488-0595 --.—,........................-...--FaA WBOCK@DIGITALRESOURCES-COM Email of Authorized Representative Name of Authorized Representative WENDY BOCK ............... Title PRESIDENT Signature of Authorized Representativ 10/12/2020 Date TIPS Authorized Representativt,Name MEREDIP. QH—..........................BA T Title_qH--TEE OPERATINGLLCZR— 'TIPS Authorized Representative Signature Approved by ESC Region 8I !?. - ..............--- Date Second Amendment to Fort Worth City Secretary Contract No. 54205 Page 24 of 24 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA F°RT�1' COUNCIL ACTION: Approved on 8/28/2018 Create New From This MSC DATE: 8/28/2018 REFERENCE P-12245 LOG NAME: 13P18-00427797 AUDIO VISUAL NO.: EQUIPMENT SB CPE CODE: P TYPE: NON- PUBLIC NO CONSENT HEARING: SUBJECT: Authorize Purchase Agreement for New and Replacement Audio/Visual Hardware, Software, and Technology, Maintenance and Support Services, Installation and Design, and Other Related Camera Equipment from Digital Resources, Inc., Using a Cooperative Contract for a Total Annual Amount Up to $1,500,000.00 for the Communication and Public Engagement Department (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize a Purchase Agreement for new and replacement audio/visual hardware, software, and technology, maintenance and support services, installation and design, and other related camera equipment from Digital Resources, Inc., using The Interlocal Purchasing System Contract Nos.171001 and 161101 and Texas Department Information Resources Contract No. TSO-3943 for a total amount up to $1,500,000.00 per year with options to renew for the Communication and Public Engagement Department. DISCUSSION: The City Manager's Office, Communication and Public Engagement Department, will use this Agreement to purchase new and replacement hardware, technology, maintenance and support services, software and asset recovery on an as-needed basis. This Agreement will also be utilized for installing Audio/Visual equipment including projectors, screens, displays, digital signage equipment, sound and amplification equipment, and audio visual controller equipment and installation and design and other related audio visual equipment, production equipment and cameras. The Vendor associated cooperative contracts are as follows: CONTRACT INFORMATION CONTRACT END DATE DIR-TSO-3943 Technology Based Conferencing August 2, 2021 FTIPS Contract No. 171001 Audio Visual Equipment/Services March 26,2020 7IPS Contract No. 161101 Interactive Presentation Systems 7ebruary 27,2020 PRICE ANALYSIS - The Interlocal Purchasing System (TIPS) and Texas Department Information Resources (DIR) contracts offer fixed discounts. Staff reviewed the pricing and found pricing to be fair and reasonable. COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a Cooperative Purchasing Agreement satisfies any state law requiring that the local government seek competitive bids for purchase of the item. The TIPS and DIR contracts were competitively bid to increase and simplify the purchasing power of government entities across the State of Texas. M/WBE OFFICE - A MBE/SBE goal is not assigned when purchasing from an approved purchasing cooperative or public entity. SUCCESSOR CONTRACTS - To facilitate planning and budgeting, Staff would prefer to have annual Agreements that align with the Fiscal Year. However, the TIPS and DIR Agreements are out of alignment with the City's Fiscal Year and the current terms will expire on the dates included above. In order for these Agreements to align with the City's Fiscal Year, adoption of this Mayor and Council Communication (M&C) technically authorizes (i) a series of Purchase Agreements, each of which will align to a term of the DIR or TIPS Agreement to ensure legal authority exists for the contract, and (ii) an annual spend amount, future years of which would be subject to City Council appropriation. In the event that a Cooperative Agreement is not renewed, Staff would cease purchasing at the end of the last Purchase Agreement coinciding with the valid Cooperative Agreements. If the City Council were to not appropriate funds for a future year, Staff would stop making purchases when the last appropriation expires, regardless of whether the then-current Purchase Agreement has expired. The City will initially use TIPS Contract No. 171001, TIPS Contract No. 161101, and DIR Contract No. DIR-TSO 3943 to make purchases authorized by this M&C. As noted, TIPS Contract No. 171001 expires on March 26, 2020, TIPS Contract No. 161101 expires February 27, 2020, and DIR-TSO-3943 expires on August 2, 2021. If TIPS Contract Nos. 171001 and 161101 and DIR Contract No. DIR-TSO-3943 are extended, this M&C authorizes the City to purchase similar equipment and supplies under the extended contracts. If TIPS Contract Nos. 171001 and 161001 and DIR Contract No. DIR-TSO-3943 are not extended, but TIPS and DIR execute new cooperative contracts with Digital Recourses with substantially similar terms as TIPS Contract Nos. 171001 and 161101 and DIR Contract No. DIR-TSO-3943, this M&C authorizes the City to purchase the equipment and supplies under the new TIPS and DIR contracts. ADMINISTRATIVE CHANGE ORDER- An administrative change order or increase may be made by the City Manager in the amount up to $50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERM - Upon City Council's approval, this Agreement shall commence on August 8, 2018 and shall expire to correspond with the terms of the cooperative contract. RENEWAL OPTIONS - This Agreement may be renewed for additional one-year terms according to the cooperative agreement at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. Staff anticipates the cost for renewal years will be the same as for the first year. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available within the existing appropriations of the General Capital Project Fund, PEG Fees, for these expenditures, and that prior to an expenditure being made, the participating department has the responsibility to validate the availability of funds. BQN\18-00427797\SB TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Cynthia Garcia (8525) Additional Information Contact: Sheila Baker (8356) Cynthia B. Garcia (8525) ATTACHMENTS DIGITIAL RESOURCE 1295.pdf (Public) DIR-TSO-3943 Contract Detail.pdf (CFW Internal) SAMS 07-18-2018.pdf (CFW Internal) TIPS-DIGITAL RESOURCES 171001 AND 161101.pdf (CFW Internal)