HomeMy WebLinkAboutResolution - 2019-R0189 - Digital Air Control, Inc. - DAC - 05/28/2019 Resolution No. 2019-RO189
Item No. 6.17
May 28, 2019
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute
for and on behalf of the City of Lubbock, Professional Services Agreement, Contract No.
14741, for Access Control and Video Insight Video Systems as per DIR-TSO-3647, by and
between the City of Lubbock and Digital Air Control, Inc. DAC, of Houston, Texas, and
related documents. Said Agreement is attached hereto and incorporated in this resolution as
if fully set forth herein and shall be included in the minutes of the City Council.
Passed by the City Council on May 28, 2019
L—YV---
DANIEL M. POPE, MAYOR
ATTEST:
R-1
Reb cca Garza, City Sec•et U
APPROVED AS TO CONTENT:
JOQ9 Q. L
Brooke Witcher, Assistant City Manager
APPROVED AS TO FORM:
Ryar r ke, sis ant City Attorney
ccdocs/RES.ServiceContract 14741 -Access Control and Video Insight Video Systems
May 13, 2019
Resolution No. 2019-RO189
PROFESSIONAL SERVICES AGREEMENT
STATE OF TEXAS §
COUNTY OF LUBBOCK §
This Professional Service Agreement ("Agreement")Contract No. 14741 is entered into this- th
day of_May,2019, is by and between the City of Lubbock(the "City"),a Texas home rule municipal
corporation, and Digital Air Control, Inc. dba DAC, (the"Consultant"), a Texas corporation.
WITNESSETH
WHEREAS, The City desires to contract with the Consultant to provide professional services for
Access Control and Video Insight Video Systems(the"Activities"); and
WHEREAS,the Consultant has a professional staff experienced and is qualified to provide
professional the services related to Activities, and will provide the services, as defined below, for the
price provided herein,said price stipulated by the City and the Consultant to be a fair and reasonable
price;and
WHEREAS,the City desires to contract with the Consultant to provide professional services
related to the Activities desires to provide the Services related to same.
NOW THEREFORE, for and in consideration of the terms, covenants and conditions set forth in
this Agreement,the City and the Consultant hereby agree as follows:
ARTICLE I.TERM
The term of this Agreement commences on the Effective Date and continues without interruption
for a fourteen (14) weeks. If the Consultant determines that additional time is required to complete the
Services, the City Consultant, may , but is not obligated to, in his or her discretion, execute an agreement
to grant up to an additional three (3) weeks of time so long as the amount of the consideration does not
increase.An amendment to this Agreement resulting in an increase in the amount of the consideration must
be approved by the City acting through its governing body.
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ARTICLE II. SERVICES AND COMPENSATION
A. The Consultant shall conduct all activities,as set forth on Exhibit"A",attached hereto(the
"Services") in an amount not to exceed $125,807.20.
ARTICLE M.TERMINATION
A. General. The City may terminate this Agreement, for any reason or convenience, upon thirty
(30) days written notice to the Consultant.In the event this Agreement is so terminated,the City shall only
pay the Consultant for services actually performed by the Consultant up to the date the Consultant is deemed
to have received notice of termination, as provided herein.
B. Termination and Remedies. In the event the Consultant breaches any term and/or provision of
this Agreement,the City shall be entitled to exercise any right or remedy available to it by this Agreement,
at law, equity, or otherwise, including without limitation, termination of this Agreement and assertion of
an action for damages and/or injunctive relief. The exercise of any right or remedy shall not preclude the
concurrent or subsequent exercise of any right or remedy and all rights and remedies shall be cumulative.
ARTICLE IV.NON- ARBITRATION
The City reserves the right to exercise any right or remedy available to it by law, contract, equity,
or otherwise, including without limitation, the right to seek any and all forms of relief in a court of
competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising
its unrestricted right to seek judicial remedy.The remedies set forth herein are cumulative and not exclusive,
and may be exercised concurrently. To the extent of any conflict between this provision and another
provision in, or related to, this Agreement,this provision shall control.
ARTICLE V.REPRESENTATIONS AND WARRANTIES
A. Existence.The Consultant is a corporation duly organized,validly existing,and in good standing
under the laws of the State of Texas and is qualified to carry on its business in the State of Texas.
B. Corporate Power. The Consultant has the corporate power to enter into and perform this
Agreement and all other activities contemplated hereby.
C. Authorization. Execution, delivery, and performance of this Agreement and the activities
contemplated hereby have been duly and validly authorized by all the requisite corporate action on the part
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of the Consultant. This Agreement constitutes legal,valid,and binding obligations of the Consultant and is
enforceable in accordance with the terms thereof.
D. Consultant. The Consultant maintains a professional staff and employs, as needed, other
qualified specialists experienced in providing the Services, and is familiar with all laws, rules, and
regulations,both state and federal, including,without limitation the applicable laws,regarding the Activities
contemplated hereby.
E. Performance. The Consultant will and shall conduct all activities contemplated by this
Agreement in accordance with the standard of care,skill and diligence normally provided by a professional
person in performance of similar professional services, and comply with all applicable laws, rules, and
regulations, both state and federal, relating to professional services,as contemplated hereby.
F. Use of Copyrighted Material. The Consultant warrants that any materials provided by the
Consultant for use by City pursuant to this Agreement shall not contain any proprietary material owned by
any other party that is protected under the Copyright Act or any other law, statute, rule, order, regulation,
ordinance or contractual obligation relating to the use or reproduction of materials.The Consultant shall be
solely responsible for ensuring that any materials provided by the Consultant pursuant to this Agreement
satisfy this requirement and the Consultant agrees to indemnify and hold City harmless from all liability or
loss caused to City or to which City is exposed on account of the Consultant's failure to perform this duty.
ARTICLE VI. SCOPE OF WORK
The Consultant shall accomplish the following: Professional Services related to the Services,as
provided in Exhibit"A", attached hereto and made a part hereof.
ARTICLE VII.INDEPENDENT CONTRACTOR STATUS
The Consultant and the City agree that the Consultant shall perform the duties under this Agreement
as an independent contractor and shall be considered as independent contractor under this Agreement and/or
in its activities hereunder for all purposes.The Consultant has the sole discretion to determine the manner
in which the Services are to be performed. During the performance of the Services under this Agreement,
the Consultant and the Consultant's employees and/or sub-consultants, will not be considered, for any
purpose,employees or agents of the City within the meaning or the application of any federal,state or local
law or regulation, including without limitation, laws, rules or regulations regarding or related to
unemployment insurance, old age benefits, workers compensation, labor, personal injury or taxes of any
kind.
Page 3 of 10
ARTICLE VIII.INSURANCE
The Consultant shall procure and carry, at its sole cost and expense through the life of this
Agreement, except as otherwise provided herein, insurance protection as hereinafter specified, in form and
substance satisfactory to the City,carried with an insurance company authorized to transact business in the
state of Texas, covering all aspects and risks of loss of all operations in connection with this Agreement,
including without limitation, the indemnity obligations set forth herein. The Consultant shall obtain and
maintain in full force and effect during the term of this Agreement, and shall cause each approved
Subcontractor or sub-consultant of the Consultant t to obtain and maintain in full force and effect during the
term of this Agreement, commercial general liability, professional liability and automobile liability
coverage for non-owned and hired vehicles with insurance carriers admitted to do business in the state of
Texas. The insurance companies must carry a Best's Rating of A-VII or better. Except for Professional
Liability, the policies will be written on an occurrence basis, subject to the following minimum limits of
liability:
Commercial General Liability:
Per Occurrence Single Limit: $1,000,000
General Aggregate Limit: $2,000,000
Professional Liability:
Combined Single Limit: $1,000,000
Automobile Liability:
Combined Single Limit for any auto: $1,000,000 Per Occurrence
Employer's Liability:
Per Occurrence Single Limit: $1,000,000
The Consultant shall further cause any approved subcontractor or sub-consultant to procure and
carry, during the term of this Agreement,the insurance coverage required of Consultant herein, including
without limitation, Professional Liability coverage, protecting the City against losses caused by the
professional negligence of the approved subcontractor or sub-consultant. The City shall be listed as a
primary and noncontributory additional insured with respect to the Automobile Liability and Commercial
General Liability and shall be granted a waiver of subrogation under those policies. The Consultant shall
provide a Certificate of Insurance to the City as evidence of coverage.
The Certificate shall provide 30 day's notice of cancellation. A copy of the additional insured
endorsement and waiver of subrogation attached to the policy shall be included in the Certificate. The
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Consultant shall elect to obtain worker's compensation coverage pursuant to Section 406.002 of the Texas
Labor Code. Further, the Consultant shall maintain said coverage throughout the term of this Agreement
and shall comply with all provisions of Title 5 of the Texas Labor Code to ensure that the Consultant
maintains said coverage. The Consultant may maintain Occupational Accident and Disability Insurance in
lieu of Worker's Compensation. In either event, the policy must be endorsed to include a waiver of
subrogation in favor of the City. If at any time during the life of the Agreement or any extension hereof,the
Consultant fails to maintain the required insurance in full force and effect,the Consultant shall be in breach
hereof and all work under the Agreement shall be discontinued immediately.
Notwithstanding anything contained herein to the contrary,the professional liability policy shall be
maintained at the Consultant's sole cost and expense. The retroactive date shall be no later than the
commencement of the performance of this Agreement and the discovery period (possibly through tail
coverage)shall be no less than 10 years after the completion of the Services provided for in this Agreement.
The provisions of this Article VIII shall survive the termination or expiration of this Agreement.
ARTICLE IX.EMPLOYMENT OF AGENTS/RETAINING OF CONSULTANTS
Tile Consultant may employ or retain consultants, contractors, or third parties (any of which are
referred to herein as"Sub-consultant"),to perform certain duties of Consultant,as set forth on Exhibit"A",
attached hereto, under this Agreement, provided that the City approves the retaining of Sub-consultants.
The Consultant is at all times responsible to the City to perform the Services as provided in this Agreement
and the Consultant is in no event relieved of any obligation under this Agreement upon retainage of any
approved Sub-consultant. Any agent and/or Sub-consultant retained and/or employed by the Consultant
shall be required by the Consultant to carry, for the protection and benefit of the City and the Consultant
and naming said third parties as additional insureds, insurance as described above required to be carried by
the Consultant in this Agreement.
The Consultant represents that such services are either under applicable value thresholds or are
otherwise exempt from notice and/or bid requirements under Texas Law.
ARTICLE X.CONFIDENTIALITY
The Consultant shall retain all information received from or concerning the City and the City's
business in strictest confidence and shall not reveal such information to third parties without prior written
consent of the City, unless otherwise required by law.
Page 5 of 10
ARTICLE XI.INDEMNITY
THE CONSULTANT SHALL INDEMNIFY AND SAVE HARMLESS THE CITY OF
LUBBOCK AND ITS ELECTED OFFICIALS,OFFICERS,AGENTS,AND EMPLOYEES FROM ALL
SUITS, ACTIONS, LOSSES, DAMAGES, CLAIMS, OR LIABILITY OF ANY KIND, CHARACTER,
TYPE, OR DESCRIPTION, INCLUDING WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR
INJURY OR DEATH TO ANY PERSON, OR INJURY TO ANY PROPERTY, RECEIVED OR
SUSTAINED BY ANY PERSON OR PERSONS OR PROPERTY, TO THE EXTENT ARISING OUT
OF, RELATED TO OR OCCASIONED BY, THE NEGLIGENT ACTS OF THE CONSULTANT, ITS
AGENTS, EMPLOYEES, AND/OR SUBCONSULTANTS, RELATED TO THE PERFORMANCE,
OPERATIONS OR OMISSIONS UNDER THIS AGREEMENT AND/OR THE USE OR OCCUPATION
OF CITY OWNED PROPERTY. THE INDEMNITY OBLIGATION PROVIDED HEREIN SHALL
SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
ARTICLE XII. COMPLIANCE WITH APPLICABLE LAWS
The Consultant shall comply with all applicable federal, state and local laws, statutes, ordinances,
rules and regulations relating, in any way, manner or form,to the activities under this Agreement,and any
amendments thereto.
ARTICLE XIII.NOTICE
A. General. Whenever notice from the Consultant to the City or the City to the Consultant is
required or permitted by this Agreement and no other method of notice is provided, such notice shall be
given by(1)actual delivery of the written notice to the other party by hand(in which case such notice shall
be effective upon delivery); (2) facsimile (in which case such notice shall be effective upon delivery); or
(3) by depositing the written notice in the United States mail, properly addressed to the other party at the
address provided in this article, registered or certified mail, return receipt requested, in which case such
notice shall be effective on the third business day after such notice is so deposited.
B. Consultant's Address. The Consultant's address and numbers for the purposes of notice are:
Sean Goings, President
Digital Air Control, Inc. dba DAC, Inc.
11251 Northwest Freeway, Suite 200
Houston,Texas 77092
Ei-nail:sgoings@dac-inc.com
Page 6 of 10
Telephone: 713-975-8160
C. City's Address. The City's address and numbers for the purposes of notice are:
Lisa Thomason
Civic Center Director
Lubbock Memorial Civic Center
1501 Mae Davis Lane
Lubbock,TX 79401
(806)775-2236
D. Change of Address. Either party may change its address or numbers for purposes of notice by
giving written notice to the other party as provided herein, referring specifically to this Agreement, and
setting forth such new address or numbers.The address or numbers shall become effective on the 15th day
after such notice is effective.
ARTICLE XIV. CITY-PROVIDED DATA AND RESPONSIBILITIES
Provision of Data. Tile City shall furnish the Consultant non-confidential studies,reports and other
available data in the possession of the City pertinent to the Consultant's Services, so long as the City is
entitled to rely on such studies, reports and other data for the performance of the Consultant's Services
under this Agreement (the "Provided Data"). The Consultant shall be entitled to use and rely, so long as
such reliance is reasonable, upon all such Provided Data.
ARTICLE XV. NUSCELLANEOUS
A. Captions. The captions for the articles and sections in this Agreement are inserted in this
Agreement strictly for the parties'convenience in identifying the provisions to this Agreement and shall not
be given any effect in construing this Agreement.
B. Audit. The Consultant shall provide access to its corporate books and records to the City. The
City may audit, at its expense and during non-nal business hours,the Consultant's books and records with
respect to this Agreement between the Consultant and the City.
C. Records. The Consultant shall maintain records that are necessary to substantiate the services
provided by the Consultant.
D.Assignability.The Consultant may not assign this Agreement without the prior written approval
of the City.
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such waiver, such waiver shall not affect the waiving party's rights with respect to any other or subsequent
breach.
M. Third Party Activities. Nothing in this Agreement shall be construed to provide any rights or
benefits whatsoever to any party other than the City and the Consultant.
N.Non-Appropriation. All funds for payment by the City under this Agreement are subject to the
availability of an annual appropriation for this purpose by the City. In the event of non-appropriation of
fiends by the City Council of the City of Lubbock for the services provided under the Agreement, the City
will terminate the Agreement, without termination charge or other liability, on the last day of the then-
current fiscal year or when the appropriation made for the then-current year for the services covered by this
Agreement is spent, whichever event occurs first(the"Non-Appropriation Date"). If at any time funds are
not appropriated for the continuance of this Agreement, cancellation shall be accepted by the Consultant
on thirty(30)days prior written notice,but failure to give such notice shall be of no effect and the City shall
not be obligated under this Agreement beyond the Non-Appropriation Date.
O. No Boycott of Israel. The Consultant warrants that it complies with Chapter 2270, Subtitle F,
Title 10 of the Texas Government Code by verifying that:
(1) The Consultant does not boycott Israel; and
(2) The Consultant will not boycott Israel during the term of the Agreement.
REMAINDER OF PAGE LEFT BLANK INTENTIONALLY
Page 9 of 10
EXECUTED as of the Effective Date hereof.
CITY OF LUBBOCK
DANIEL M. POPE, MAYOR
ATTEST:
�) 0 OA"' - 4'
Rel cca arza,City Secretary
APPROVED AS TO CONTENT:
Brooke Witcher,Assistant City Manager
APPROVED AS TO FO
— oK n
Rya Bro e,A sistant City Attorney
Digital Air C tr 1, Inc. dba DAC, Inc.
By:
Sean , President
Page 10 of 10
M
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City of Lubbock, TX
Capital Project
Project Cost Detail
May 28,2019
Capital Project Number: 92582
Capital Project Name: Civic Center Camera/Access Control System
Budget
Encumbered/Expended
Agenda Items May 28, 2019
Digital Air Control 125,807
Encumbered/Expended To Date 125,807
Estimated Costs for Remaining Appropriation
Network Drops 31,000
Network Equipment 27,193
Contingency 46,000
Remaining Appropriation 104,193
Total Appropriation $ 230,000
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
Complete Nos,1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2019-491816
DAC, Inc.
Houston,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 05/16/2019
being filed.
City of Lubbock Date Acknowledged:
05!2212019
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
Contract 14741
Lubbock Civic Center Access Control
Nature of interest
4 Name of Interested Party City,State,Country(Place of business) (check applicable)
Controlling Intermediary
5 Check only if there is NO Interested Party.
X
6 UNSWORN DECLARATION
My name is and my date of birth is
My address is
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in County, State of on the day of ,20
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.39f8039c
CERTIFICATE OF INTERESTED PARTIES FORM 1295
1 0f 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
r
1 Name of business entity filing form,and the city,state and country of the business entity's placeCertificate Number:
of business. 12019-491816
DAC, Inc.
Houston,TX United States Date Filed:
Name of governmental entity or state agency that is a party to the contract for which the form is 05116/2019
being filed.
City of Lubbock Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
Contract 14741
Lubbock Civic Center Access Control
4 r Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
r
t'-
5 Check only if there is NO Interested Party.
X
5 UNSWORN DECLARATION
My name is Sean Goings and my date of birth is
My address is 11251 Northwest Fwy, Suite 200 Houston TX 77092 USA
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
I
IExecuted in Harris County, State of Texas on the 16t�ay of May 2019
(month) (year)
t
1
Qre, thorized agent of contracting business entity
(Declarant)
cmis provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.39f8039c