BOM contract! - TIPS-USA contract! Between Vif)i onali-f-y and (List Vendor or Company Name) THE INTERLOCAL PURCHASING SYSTEM (TIPS) For Audio Visual Equipment aud Supplies The contract

BOM c o n t r a c t ! Between Vif)i o n a l i -f-y and

(List Vendor or Company Name)

THE INTERLOCAL PURCHASING SYSTEM (TIPS) F o r

Audio Visual Equipment aud Supplies

The 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, i f the awarded vendor's proposal varies or is unclear in any way from the TIPS contract, TIPS, at its sole discretion, will decide which provision w i l l 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 wi l l 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. I f agreed to by TIPS, they wi l l be incorporated into the fmal contract. NOTE: The award of this contract to vendor is made following all requirements to meet the Competitively Bid Procurement Laws.

/The Vendor Contract ("Contract") made and entered into by and between The Interlocal Purchasing System (hereinafter referred f.0 as "TBPS" respectfully) a government cooperative purchasing program authorized by the Region VUI Education Service Center, having its principal place of residence at 4845 North US Hwy 271, 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.

T © m § a m t f C o m d l t l i ;

Freight A l l deliveries shall be freight prepaid, F.O.B. destination and shall be included in all pricing offered unless otherwise clearlyrstatedditwrtting - — - - -

Warranty Conditions A l l 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. A l l 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 writ ing at the time o f purchase. (Unless training is a line item sold or packaged and must be purchased with product.)

RFP- Audio Visual Equipment and Supplies - Due November 13,2014 at 3:00 p.m. The Interlocal Purchasing System (TIPS) Lead Agency - Region VIII Education Service Center Page 9 of 21

Contracts

Al l 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 w i l l normally be put into effect by means o f a purchase order(s) executed by authorized agents o f the participating government entities.

Davis Bacon Act requirements w i l l be met when Federal Funds are used for construction and/or repair o f buildings.

Tax exempt status

A taxable item sold, leased, or rented to, or stored, used, or consumed by, any o f the following governmental entities is exempted from the taxes imposed by this chapter :(1) the United States; (2) an unincorporated instrumentality o f the United States; (3) a corporation that is an agency or instrumentality o f the United States and is wholly owned by the United States or by another corporation wholly owned by the United States;(4) the State o f Texas; (5) a Texas county, city, special district, or other political subdivision; or (6) a state, or a governmental unit o f a state that borders Texas, but only to the extent that the other state or governmental unit exempts or does not impose a tax on similar sales o f items to this state or a political subdivision o f this state. Texas Tax Code § 151.309.

Assignments of contracts

No assignment o f contract may be made without the prior written approval o f 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 wi th this contract.

2. Vendor shall attach, in writing, a complete description o f any and all relationships that might be considered a conflict o f interest in doing business with participants in the TIPS program.

3. The vendor affirms that, to the best o f 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 o f this contract.

Renewal of Contracts

This contract period is for one (12) months wi th an option for renewal for 2 consecutive years. Total term o f contract can be up to 3 years i f 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 o f the order. I f 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, i f applicable. TIPS or the requesting entity may cancel the order i f 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 o f 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 writ ing in advance by TIPS and the TIPS participant.

Payments

RFP- Audio Visual Equipment and Supplies - Due November 13, 2014 at 3:00 p.m. The Interlocal Purchasing System (TIPS) Lead Agency - Region VIII Education Service Center Page 10 of21

The TIPS participant w i l l 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 o f the contract. The Vendor agrees to not sell to TIPS members at a price lower than can be obtained thru the TIPS contract.

The Vendor agrees to promptly lower the cost o f any product purchased through TIPS following a reduction in the manufacturer or publisher's direct cost to the Vendor. Price increases w i l l be honored. However, the Vendor shall honor previous prices for thirty (30) days after written notification to TIPS o f an increase.

A l l pricing submitted to TIPS shall include the Two Percent 2% participation fee to be remitted to TIPS by the Vendor. Vendor w i l l not show adding the 2% per total purchase to the invoice presented to customer.

Participation Fees

Vendor or vendor assigned dealer contracts to pay 2% on all sales to TIPS on a monthly submission report. The Vendor or vendor assigned dealer is responsible for keeping record o f all sales that go through the TIPS contract. Report may be sent to TIPS electronically while check for the 2% is mailed. Failure to pay the 2% participation fee w i l l result in termination o f contract.

Indemnity

1. Indemnity for Personality Contracts. Vendor agrees to indemnify and hold harmless and defend TIPS, its 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 o f this contract, including all such causes o f action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations o f negligent or intentional acts on the part o f 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 o f the TIPS, member(s), officers, employees, or agents.

2. Indemnity for Performance Contracts. The Vendor agrees to indemnity and hold harmless and defend TIPS, its 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 o f action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations o f negligent or intentional acts on the part o f the Vendor, its officers, employees, agents, subcontractors, licensees, or invitees. Vendor further agrees to indemnity and hold harmless and defend TIPS, its 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 o f 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 o f the TIPS, its member(s), officers, employees, or agents.

Attorney's Fees—Texas Local Government Code § 271.159 is expressly referenced. Pursuant to §271.159, TEXAS LOC. GOV'T CODE, in the event that any one o f the Parties is required to obtain the services o f 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 o f court.

RFP- Audio Visual Equipment and Supplies - Due November 13,2014 at 3:00 p.m. The Interlocal Purchasing System (TIPS) Lead Agency - Region V I I I Education Service Center Page I I of 21

Multiple Vendor Awards

TIPS reserves the right to award multiple vendor contracts for categories when deemed in the best interest o f the membership. Bidders scoring 80% or above w i l l be considered for an award. Categories are established at the discretion o f TIPS.

State of Texas Franchise Tax

By signature hereon, the bidder hereby certifies that he/she is not currently delinquent in the payment o f any franchise taxes owed the State o f 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 contract or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS participants w i l l submit any orders at any time. TIPS reserves the right to request additional proposals for items already on contract at any time.

Purchase Order Pricing/Product Deviation

I f a deviation o f pricing/product on a purchase order occurs, TIPS is to be notified within 24 hours o f receipt o f order.

Cancellation for non-performance or contract deficiency

TIPS may terminate any contract i f Vendor has not used the contract, or i f 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 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 o f 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 o f work and specifications; o Failing to complete required work or furnish required materials within a reasonable amount o f time; o Failing to make progress in performance o f the contract and/or giving TIPS reason to believe that awarded vendor

w i l l not or cannot perform the requirements o f 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 o f the written deficiency, awarded vendor shall have ten (10) days to provide a satisfactory response to TIPS. Failure to adequately address all issues o f concern may result in contract cancellation. Upon cancellation under this paragraph, al l goods, materials, work, documents, data and reports prepared by awarded vendor under this contract shall become the property o f the Member on demand.

Member Purchasing Procedures

Purchase orders are issued by participating member to the awarded vendor as follows: • Make PO payable to Awarded Vendor. • List TIPS Vendor Contract # on PO. • Fmail PO as a pdf attachment to tipspora),tips-usa.com • Vendor w i l l receive the PO from the TIPS PO System. Vendor is required to follow the link in the email and open

each PO to complete the return acknowledgement process to TIPS.

Form of Contract

RFP- Audio Visual Equipment and Supplies - Due November 13,2014 at 3:00 p.m. The Interlocal Purchasing System (TIPS) Lead Agency - Region V I I I Education Service Center Page 12 of 21

The form o f contract for this solicitation shall be the Request for Proposal, the awarded proposal(s) and best and tinal offer(s), and properly issued and reviewed purchase orders referencing the requirements o f the Request for Proposals. I f a vendor submitting an offer requires TIPS and/or Member to sign an additional agreement, a copy o f the proposed agreement must be included wi th the proposal. Vendor contract documents: TIPS w i l l review proposed vendor contract documents. Vendor's contract document shall not become part o f TIPS's contract with vendor unless and until an authorized representative o f TIPS reviews and approves it.

Licenses

Awarded vendor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation o f the business conducted by awarded vendor. Awarded vendor shall remain tuUy informed o f and in compliance with all ordinances and regulations pertaining to the lawful provision o f services under the contract. TIPS reserves the right to stop work and/or cancel contract o f any awarded vendor whose license(s) expire, lapse, are suspended or terminated.

Novation

I f awarded vendor sells or transfers all assets or the entire portion o f the assets used to perform ttiis 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 o f name agreement w i l l not change the contractual obligations o f 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 Member. Upon completion o f 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 Member has not prepared the site, unless awarded vendor does the preparation work at no cost, or until Member includes the cost o f site preparation in a purchase order. Site preparation includes, but is not limited to: moving tumiture, 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 o f a sub-contractor who has been adjudicated to be a registered sex offender w i l l perform work at any time when students are or reasonably expected to be present. Awarded vendor agrees that a violation o f ttiis condition shall be considered a material breach and may result in the cancellation o f the purchase order at the Member's discretion. Awarded vendor must identity any additional costs associated with compliance o f this term. I f no costs are specified, compliance wi th tliis term w i l l be provided at no additional charge. Safety measures: Awarded vendor shall take all reasonable precautions for the safety o f employees on the worksite, and shall erect and properly maintain all necessary safeguards for protection o f 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 contract shall adhere to local smoking policies. Smoking w i l l only be permitted in posted areas or o f f premises.

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.

RFP- Audio Visual Equipment and Supplies - Due November 13, 2014 at 3:00 p.m. The Interlocal Purchasing System (TIPS) Lead Agency - Region VIII Education Service Center Page 13 of21

Any use o f T I P S name and logo or any form of publicity, inclusive o f 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 o f 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 o f this contract is exclusively between the participating entity and awarded vendor. TIPS, its agents, members and employees shall not be made party to any claim for breach o f such agreement.

Legal obligations

It is the responding vendor's responsibility to be aware o f and comply with all local, state and federal laws governing the sale o f products/services identified in this RFP and any awarded contract thereof. Applicable laws and regulations must be followed even i f not specifically identified herein.

Audit rights

Awarded Vendor shall, at their sole expense, maintain appropriate due diligence o f 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 o f three (3) years from the time such purchases are made. This audit right shall survive termination o f this Agreement for a period o f one (1) year from the effective date o f termination. TIPS shall have authority to conduct random audits o f Awarded Vendor's pricing that is offered to Members. Notwithstanding the foregoing, in the event that TIPS is made aware o f 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 o f an audit, the requested materials shall be provided in the format and at the location designated by Region 8 ESC or TIPS.

Force Majeure

I f by reason o f 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 o f Force Majeure in writ ing to the other party within a reasonable time after occurrence o f the event or cause relied upon, and the obligation o f the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance o f the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability wi th all reasonable dispatch.

Services

When applicable, performance bonds w i l l be required on construction or labor required jobs over $ 100,000 and payment bonds on jobs over $25,000 or awarded vendor w i l l meet the member's local and state purchasing requirements. Awarded vendors may need to provide additional capacity as jobs increase. Bonds w i l l not require that a fee be paid to TIPS. The actual cost o f the bond w i l l be a pass through to the member and added to the purchase order.

Scope of Services

The specific scope o f work for each job shall be determined in advance and in writing between TIPS Member and Awarded vendor. It is okay i f the member provides a general scope, but the awarded vendor should provide a written scope o f work to the member as part o f the proposal. Once the scope o f the job is agreed to, the member w i l l issue a PO with the estimate referenced as an attachment along with bond and any other special provisions agreed to for the member. I f special terms and conditions other than those covered within this solicitation and awarded contracts are required, they w i l l be attached to the PO and shall take precedence over those in the base contract.

RFP- Audio Visual Equipment and Supplies - Due November 13, 2014 at 3:00 p.m. The Interlocal Purchasing System (TIPS) Lead Agency - Region VIII Education Service Center Page 14 of 21

Project Delivery Order Procedures

The member having approved and signed an inter-local agreement may make a request o f the awarded vendor under this contract when the member has services that need to be undertaken. Notification may occur via phone, the web, email, fax, or in person. Upon notification o f a pending request, the awarded vendor shall make contact wi th the member as soon as possible, but must make contact wi th the member within two working days.

Scheduling of Projects

Scheduling o f projects ( i f applicable) w i l l be accomplished when the member issues a purchase order that w i l l serve as "the notice to proceed". The period for the delivery order w i l l 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 o f these items. When the tasks have been completed the awarded vendor shall notify the client and have the member inspect the work for acceptance under the scope and terms in the PO. The member w i l l issue in writ ing any corrective actions that are required. Upon completion o f these items, the member w i l l issue a completion notice and final payment w i l l be issued.

Support Requirements

I f there is a dispute between the awarded vendor and member, TIPS or its representatives w i l l assist in conflict resolution or

third party (mandatory mediation), i f 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.

RFP- Audio Visual Equipment and Supplies - Due November 13,2014 at 3:00 p.m. The Interlocal Purchasing System (TIPS) Lead Agency - Region VIII Education Service Center Page 15 of 21

Special Terms and Conditions is the intent o f TIPS to contract with a reliable, high performance vendor to supply commodities to

^ l o v e m m e n t and educational agencies. It is the experience o f 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 w i l l be negotiated with the successful vendor.

• Contracts: A l l vendor purchase orders must be emailed to t i p s p O @ t i p S - U S a . C O m . Should an agency send an order direct to vendor, it is the vendor's responsibility to forward the order to TIPS at the address/email above within 24 business hours and confirm its receipt with TIPS.

• Promotion of Contract: It is agreed that Vendor w i l l 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 o f this contract and w i l l result in removal o f Vendor from Program. Vendor is expected to use marketing funds for the marketing and promotion o f this contract.

• Daily Order Confirmation: A l l contract purchase orders w i l l be faxed twice daily from TIPS to vendor. The vendor must confirm receipt o f orders to the member (customer) within 24 business hours.

• Vendor custom website for T I P S : I f Vendor is hosting a custom TIPS website, updated pricing must be posted by 1 '̂ o f each month.

• Back Ordered Products: I f product is not expected to ship within 3 business days, customer is to be nntified within 74 hniirs and appropriate nr.tinn takpn based nn ciistnTner reqiipst

Check one of the following responses to the General Terms and Special Terms and Conditions:

(X ) We take no exceptions/deviations to the general and special terms and conditions.

(Note: If none are listed below, it is understood that no exceptions/deviations are taken.)

( ) We take the following exceptions/deviations to the general and 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 clearly state if you are adding additional terms and conditions to the general or special terms and conditions. Provide details on your exceptions/deviations below:

(Note: Unacceptable exceptions shall remove your proposal from consideration for award. TIPS shall be the sole judge on the acceptance of exceptions/deviations and TIPS's decision shall be final.

Vendor Profile .l.MinorityAVomen Business Enterprise (Required by some participating governmental entities) Vendor

certifies that his firm is a HUB and/or M/WBE [x] Yes Q N o (If yes, vendor must provide certificate in Section 7 (Certificates)

1.2. Certification of Residency (Required by the State of Texas) Company submitting bid is a Texas resident bidder. j Y e s Q^o

Vendor's principal place of business is in the city of Richardson State of Texas

1.3. Felony Conviction Notice (Required by the State of Texas) My firm is, as outlined in the Instructions to Bidders:

I A publicly held corporation; therefore, this reporting requirement is not applicable. "xl Is not owned or operated by anyone who has been convicted of a felony. ^ Is owned or operated by the following individuai(s) who has/have been convicted of a felony: If the 3 30x is checked, a detailed explanation of the names and convictions must be attached.

rd

1.4. Pricing Information

1.4.1. In addition to the typical unit pricing furnished herein, the Vendor agrees to furnish ali current and future products at prices that are proportionate to Dealer Pricing. |Y]Yes | \io If answer is no, attach a statement detailing how pricing for TIPS participants would be calculated.

1.4.2. Pricing submitted includes the 2% TIPS participation fee. ; 0 Yes | | No

1.4.3. Vendor agrees to remit to TIPS the required 2% participation fee. Q Yes \Z\o 1.4.4. Additional discounts to TIPS members for bulk quantities? Q l Yes Q No

. Vendor Service i.j.X. Average shipping time after receipt of customer order is 21 1.5.2. Which description best describes your company's position in the distribution channel?

_working days.

Manufacturer direct

I I Authorized distributor

Q Value-added reseller

I I Certified education/government reseller

I Manufacturer marketing thru reseller

Z l Other

1.5.3. Company experience in this category. 21 Years

The Vendor can provide services and/or products to all 50 US States? [Y] Yes | |No If answer is no, please list which states can be served We can send products to all 50 states but

We are best served in Texas. Oklahoma and Louisiana

Prices are guaranteed for: (standard Term is "Term of Contract") Term selected will affect scoring.

Year(s); or Month(s); or Term of Contract

Company and/or Product Description: (This information will appear on the TIPS website for your company, if ^warded a TIPS contract.) Limit 750 characters.

Designs That Connpute (dba Visionality) was founded almost thirty ago by design engineers from Texas Instruments and has been at the forefront of technological development since its inception. We are a single source provider and integrator of high quality audio-video systems primarily for government, healthcare and education clients. DTC offers equipment from all the leading manufacturers in A/V and videoconferencing equipment, enabling us to furnish our customers with the latest advancements in the industry at a competitive price. These relationships afford us the time to focus on what is important -understanding our customers' needs and designing the best possible solutions.

I f applicable, vendor should list Reseller/Dealers here or provide listing as attachment to proposal.

Dealer Name Tel

Address Fax

Primary Contact Email

Dealer Name Tel

Address ' Fax

Primary Contact Email •

Dealer Name Tel

Address Fax

Primary Contact Email

Dealer Name Tel

Address Fax

Primary Contact Email

AU S A L E S C A L L S W I L L B E D I R E C T E D T O T H E T W O I N D I V I D U A L V E N D O R C O N T A C T S LISTED BELOW. T H E S E T W O C O N T A C T S W I L L B E R E S P O N S I B L E F O R K N O W I N G T H E T I P S

C O N T R A C T AND C O N T R A C T P R I C I N G . T H E S E N A M E S W I L L B E L I S T E D ON T H E T I P S ^ ^ E B S I T E A S P R I M A R Y AND S E C O N D A R Y C O N T A C T S F O R T H E A W A R D E D C O N T R A C T .

Primary Contact: Secondary Contact:

Name: Sherry Tennyson Name: Howard Barnett

Title: Business Manager Title: President

Email: sherrv(5)vislonalitv.com Email: howard(5)visionalitv.com

Phone: (214) 276-0124 Phone: (214) 276-0124

Fax: (214) 276-0123 Fax: (214) 276-0123

Mobile:iiA ' Mobile:

Administrative Fee REPORTING TO TIPS - Yon will receive a Monthly Report by Email to submit with a check for 2% on all sales that go through this contract. Please list below who will be responsible for collecting and reporting these sales to TIPS:

Contact person: Sherry Tennyson Email: sherry (a) visionaiitv.com Telephone: (214) 276-0124

^^I^ORDS FOR " S E A R C H ENGINE" - Please list words to be posted on your company's page on the TIPS website (if you receive an award from this proposal). Words may be product names, manufacturers, or other words that are associated with the category of award. YOU MAY NOT LIST NON-CATEGORY ITEMS. Words to be included in the Search Engine for my Company (Limit 500 word):

A/V, Audio visual, displays, speaker systems, microphones, streaming, recording, Interactive, whiteboards, digital signage, storaee. auditorium, classrooms, conference, videoconferencing, Cisco, Polycom, LifeSize, Kramer, Crestron, Visix, VBrIck, Lecture Capture. Touch Panels, Control Systems, Control Systems Programming, Mirrial

CONTRACT Signature Form The undersigned hereby proposes and agrees to furnish goods and/or services in strict compiiance with the terms, specifications and conditions at the prices quoted unless noted in writing. The undersigned further certifies that he or she is an authorized agent of the company and has authority to negotiate and contract for the company named beiow. Note: The information in BOLD wiil be the PRIMARY COMPANY INFORMATION listed on the Vendor Page.

Company Website: WWW.VISI0NALITY.COM

It is very important that if the PO person changes that TIPS Is notified immediately.

This contract is for a total TERM of three years, but Is reviewed and renewed every 12 months. 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.

EMAILFOR ALL PO's WILL BE SENT sherry(5)visionalitv.com Person Responsible for PROCESSING PO's Name: SHERRY TENNYSON Telephone to Contact the PO Person Phone: 972-598-1710

S U S A N

C O M B S T E X A S C O M P T R O L L E R of P U B L I C A C C O U N T S

P .O .Box 13 i 8 6 • A U S T I N , TX 7 6 7 1 1-3 I 8 6

The Texas Comptroller of Public Accounts (CPA) administers the Statewide Historically Underutilized Business (Hi Program for the State of Texas, which includes certifying minority and womannawned businesses as HUBs and is design© facilitate the participation of minority and woman-owned businesses in state agency procurement opportunities.

We are pleased to inform you that your application for certification/re-certificatlon as a HUB has been approved. Y company's profile is listed in the State of Texas HUB Directory and may be viewed online http;//www.window.state,tx.us/procurement//cmbl/hubonly.htmi. Provided that your company continues to meet HUB eligifc requirements, the enclosed HUB certificate Is valid for four years.

You must notify the HUB Program in writing of any changes affecting your company's compliance with the HUB eligifc requirements, including changes in ownership, day-to-day management, control and/or principal place of business. Hate:, changes made to your company's information may require the HUB Program to re-evaluate your company's eligibility.

Please reference the enclosed pamphlet for additional resources, such as the state's Centralized Master Bidders List (CM! 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 contect a HUB Progi representative at 512-463-5872 or toll-free in Texas at 1-888-863-5881.

exas Historically Underutilized Business (HUB) Certificate

t _ _ _ — CertificateA/ID Number:

^^^HH B^^9^ FileA/endor Number: • T Hi^l^K„flH'^K Approval Date: • I HBHBHsP Scheduled Expiration Date:

1752151015000 074449 19-MAY-2014 19.MAY.2018

The Texas Comptroller of Public Accounts (CPA), hereby certifies that

DESIGNS THAT COMPUTE INC has successfully met the established requirements of the State of Texas Historically Underutilized Business (HUf Program to be recognized as a HUB. This certificate printed 23-MAY-2014, supersedes any registration and certifica' previously issued by the HUB Program. If there are any changes regarding the information (i.e., business structun ownership, day-to-day management, operational control, business location) provided in the submission of the busines application for registration/certification as a HUB, you must immediately (within 30 days of such changes) notify the HU Program in writing. The CPA reserves the right to conduct a compliance review at any time to confirm HUB eligibility. HU certification may be suspended or revoked upon findings of ineligibility.

^ ' d ^ A. C ; t c ^

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 awa payment under the CertificateA/ID Number identified above. Agencies and universities are encouraged to validate HUB certification prior to issuing notice of award by accessing the Internet (http://www.window.state.tx.us/procurement/cmbl/cmblhub.html) or by contacting the HUB Program 1-888-863-5881 or 512-«3-5872 B „ O C .

Visionality Terms and Conditions Disclaimers Visionality - Designs That Connpute (DTC) is a reseller of videoconferencing products. Warranty and liability for use of any product sold is limited to what is stated by the manufacturer of these products. DTC creates no warranties express or implied beyond the manufacturer's warranty.

Limitations The express obligation stated above is in lieu of all liabilities or obligations of DTC for damages, including but not limited to any liability due to or associated with infringement of a third party's intellectual property rights or any loss, damage, or injury, direct or consequential (including any loss of profits, use, business or the like, even if DTC has been advised of the possibility of same), arising out of or in connection with the delivery, use or performance of products resold by DTC, and it is agreed that repair or replacement, in accordance with the foregoing warranty, is DTC's sole liability and buyer's sole remedy for such liability, loss, damage, or injury. This limitation of DTC's liability will apply regardless of the form of action, whether in contract or tort (including negligence) or based on a warranty. Any action against DTC must be brought within 12 months after the cause of action arises. The parties expressly agree that the products are not consumer goods.

To the extent any limitation of liability contained herein is construed by a court of competent jurisdiction to be a limitation of liability in violation of state law, such limitation of liability shall be void, however the validity of the remaining parts, terms or provisions shall not be affected thereby, and said illegal or invalid part, term or provision shall be deemed not to be a part of this limitation of liability.

Statement of Confidentiality This proposal is the work product of DTC and as a result remains the property of DTC. This proposal has been submitted for the express interest of offering products and services. The particulars of this proposal must remain confidential between the receiving agency and DTC. This proposal may not be offered to others without the express written consent of DTC. Where applicable, confidentiality is to be consistent with freedom of information act. If there is a request for this document the customer will take all necessary steps to defend the confidentiality of this document including an appeal the disclosure to the attorney general.

Product Returns

DTC does not accept product returns unless defective and only for replacement.

Payment Terms

Payment terms and conditions are consistent with state laws.

Non-Taxable Entities Please include a copy of your Sales Tax Exemption Form along with any Purchase Order sent to Designs That Compute dba Visionality

1778 N. Piano Rd #211b Richardson, TX 75081 (214) 276-0124

VIS IONALITY D E S t C N S T H A T C O M f U T E

VISIONALITY Profile Executive Summary Thank you for the opportunity to submit this proposal. Visionality provides works with our vendors to provide our customers the best solutions in a cost effective manner. We are an Infocomm Emerald Audio Visual reseller. This proposal is the work product of Visionality (Designs That Compute, Inc.) and as a result remains the property of Visionality. This proposal has been given for the express interest of offering products and services. This proposal may not be offered to others without the express written consent of DTC. Introduction

Statement of Confidentiality This proposal is the work product of Visionality - Designs That Compute and as a result remains the property of Visionality. This proposal has been given to TIPS for the express interest of offering products and services. The particulars of this proposal must remain confidential between the personnel of TIPS and Visionality. This proposal may not be offered to others without the express written consent of Visionality. Corporate Mission Visionality- Designs That Compute was founded in 1985 and has been at the forefront of technological development. We are a single source provider and Integrator of high quality technology products specifically for the videoconferencing Industry. Visionality is aligned with the leading manufacturers in videoconferencing equipment, enabling us to furnish our customers with the latest advancements in the industry at a competitive price. These relationships afford us the time to focus on what is important - our customers' needs. After working closely with the customer to determine what their needs are, we can then design the best possible solution for their application.

Visionality partners with its customers. One goal of this proposal is outline the communication between the customer and Visionality to enhance the relationship and produce a result which meets or exceeds the needs of our customers.

Visionality Value Proposition.

Visionality offers TIPS a unique mix of skill, experience and value:

Longevity. Visionality was incorporated in 1985. We are seasoned providers of distance education with hundreds of customers.

• Diversity of products. We offer numerous products that can provide unique value to our customers.

• Integration Capabilities. We are an Infocomm Emerald Provider which means our personnel have passed certification tests in audio visual systems. Further, our personnel have also been certified in many videoconferencing manufacturers equipment

• Historically Underutilized Business - We are a women-owned business in the state of Texas. • Service. We excel at customer service and have programs in place to service our customers at all

levels. • Fully trained staff. We maintain over 25 certifications on order to resell many major products. • Polycom. We have sold or serviced over 3 million dollars worth of Polycom equipment in

hundreds of customer sites.

Visionality 1778 N. Piano Rd #211b

audio visual equipment and supplies RFP 01012612 Richardson, TX 75081 (214) 276-0124

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VIS IONALITY O E S I C N S T H A T C O M P U T E

References Visionality (DTC) is proud to offer the following people as references for our work. While we have Installed many networks of similar complexity, for this bid we chose these references. Each Installation includes installation and/or support for a large video network deployed MCU.

Visionality has emphasized education as in their business focus. As stated above we have many K-12 installations as well as higher education. We have performed both small and large installations within the education market. Below are some representative references. More can he presented upon request.

The University of Texas A R L I N G T O N

The University of Texas at Alrington UTA is one of our largest customers for whom we have installed numerous custom distance learning rooms as well as network infrastructure equipment. They are a long­time clients and we are honored to serve them.

Crystal Livingston The University of Texas at Arlington 817-272-2068 [email protected]

NORTH \ CENTRAL T E X A S C O L L E G E

North Central Texas College. Visionality has had an ongoing relationship with NCTC for several years. We have installed most of their Distance Education devices as well as the infrastructure for support

IBD University of Houston

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University of Houston Downtown. Visionality has enjoyed a long relationship with the UH Downtown campus providing videoconferencing infrastructure equipment as well as CODECs from many different manufacturers Including Radvision, Tandherg and Polycom.

Texas Southern University. Visionality has been working closely with Texas Southern over past year reorganizing most of their distance education classrooms and infrastructure.

Denise Cason Chief Information Officer North Central Texas College 1525 W. California St Gainesville, TX 76240 (940) 668-3307

[email protected] Steve Cachia CVN Engineering University of Houston Downtown One Main Suite Suite 700-S Houston, Texas 77002-1014 (713) 221-8565

[email protected] Brian Dickens Texas Southern University 3100 Cleburne Street Houston, TX 77004 (713)-313-1379 [email protected]

BLINN C O L L E G E

Blinn College Visionality has served Blinn College for many years providing Distance Education endpoints to several of their campus's. We are presently looking to upgrade their equipment for the next generation products

Michael Welch Dean Academic Technology Services Blinn College 902 College Ave Brenham, TX 77833 979 209-7403 [email protected]

Visionality audio visual equipment and supplies RFP 01012612 1778 N. Piano Rd #211b Richardson, TX 75081 (214) 276-0124

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VIS IONALITY D E S I G N S T H A T C O M P U T E

Warranty Information Warranty Visionality warrants that its Installation of the products and systems shall conform to all general Industry and manufacturer standards and shall be done in a safe and workmanlike manner and be free from defects for 90 days following completion of the work. Warranty repairs shall he performed without charge to the Customer unless it is determined that the repair is not the result of installation defect in which case the customer will be charged $95/hour for such travel and repair work. Standard manufacturers' warranties will apply for all equipment Installed. Extended service agreements can be provided by Visionality beyond the Installation warranty period at the customer's request.

Service Agreements

Visionality offers multiple levels of service for Its clients. The following options are available for our clients:

• Silver level, which features telephone support for all products purchased as well as extended service for listed products.

• Gold Level; which adds onsite support to the silver level, the onsite support may he limited in scope or unlimited based on the customers' needs.

• Platinum Level: which Increased support with parts coverage

This proposal includes Visionality Silver Support

Visionality - Silver lever with options^

Purchaser of DTC products are entitled to • Next Day Parts Replacement - Next day parts can be delivered for Tandberg equipment and PDU^ • Phone Support Policy on all products purchased • Unlimited technical support during the hours of Sam - 5pm Central Time Zone, Monday -Friday

excluding national holidays. • Answers to frequently asked questions and simple product workarounds will he provided on the

phone with you. • Responses to questions that require research will he returned by email or phone within 24 hours. • If your request/question requires extensive research and/or a custom solution, we will provide

you with a completion date. • Feature requests and hug reports will be logged and prioritized by DTC's Engineering team for

future consideration. • Questions received after our close of business will he answered within six business hours after

start of next business day.

1) The limited service does not cover any damage, deterioration or malfunction resulting from any alteration, modification, improper or unreasonable use or maintenance, misuse, abuse, accident, neglect, exposure to excess heat or moisture, fire, improper packing and shipping (such claims must be presented to the carrier), lightning, power surges, or other acts of nature. This limited warranty does not cover any unauthorized tampering with this product, any repairs attempted by anyone unauthorized by Visionality to make such repairs, or any other cause which does not relate directly to a defect in materials and/or workmanship of this product. This limited warranty does not cover cartons, equipment enclosures, cables or accessories used in conjunction with this product. Parts that are considered consumables such as bulbs are not covered under this warranty. 2) Next day parts subject to time problem diagnosed and parts availability.

Visionality 1778 N. Piano Rd #211b

audio visual equipment and supplies RFP 01012612 Richardson, TX 75081 (214) 276-0124

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V i S I O N A L I T Y D E S I C N S T H A T C O M P U T E

Service Procedure

• Customers can contact Visionality concerning an issue related to service by telephone or via the internet using the Visionality Customer Portal.

o 214-276-0124 (main Visionality tech support number) o 800-377-9938 o http://www.visionality.com/c-port o http://www.visionalitv.com/cport o After hours items will be attended to within 6 hrs of the next business day (M-F from 8-5 CST on

normal business hours for Visionality excluding national and Visionality holidays) • A case is opened for the issue and is tracked using a ticket number. All transactions for that case are added

to the case information. • Visionality will collect the information and respond to the problem as quickly as possible. Many times a

service technician Is available Immediately to resolve the issue. If a service technician is not available Visionality will respond within 4 business hours. At that time a technician will work with the customer to diagnose and resolve the situation.

• In the case of a failure, replacement items will be processed according to the specific service contract. Items that require replacement will be delivered based on the specific service contract. See Below.

• A technician can be dispatched at an additional charge to repair and replace parts. The service level chosen will have more specific details on this dispatch.

Visionality 1778 N. Piano Rd #211b

audio visual equipment and supplies RFP 01012612 Richardson, TX 75081 (214) 276-0124

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