HomeMy WebLinkAbout20050782.tiff RESOLUTION
RE: APPROVE PROFESSIONAL SERVICES AGREEMENT FOR EVIDENCE
PRESENTATION SYSTEMS AND AUTHORIZE CHAIR TO SIGN - EXHIBITONE
CORPORATION
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Professional Services Agreement for
Evidence Presentation Systems between the County of Weld, State of Colorado, by and through
the Board of County Commissioners of Weld County, on behalf of the 19th Judicial District
Attorney's Office,and ExhibitOne Corporation,with further terms and conditions being as stated in
said agreement, and
WHEREAS,after review,the Board deems it advisable to approve said agreement,a copy
of which is attached hereto and incorporated herein by reference.
NOW,THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Professional Services Agreement for Evidence Presentation Systems
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the 19th Judicial District Attorney's Office, and
ExhibitOne Corporation be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was,on motion duly made and seconded,adopted by
,00°"'e',,, ing vote on the 9th day of March, A.D., 2005.
•t\i f . l_ 4�%
I
�y '•: BOARD OF COUNTY COMMISSIONERS
�. WELD COUNTY, COLORADO
`Iasi %it gegi%//�/R yf
"‘ S
41
William H. rke, Chair
, . P.
Clerk to the Board
t'�J M. ile, Pro-Teri(J
BY: -dill
Deputy Cle tot e Board �°
Davi E. ong
APP D S TO F
Robert D. Masden
unty A orne
EXCUSED
Glenn Vaad
Date of signature: a/�
2005-0782
DA0020
; O4- ®a-as-o�
Misair
{ �' •Ski
Proposal
for
"19th Judicial District Attorney's Office"
Submitted on: February 24, 2005
Submitted to Kathy Holscher
fi3(; ipy:
fiJilbit
ExhibitOne Corporation
14601 South 50th St., Ste 120
Phoenix, Arizona 85044
2005-0782
14601 South 50U St.. Ste 120
ibilOne Phoenix. AZ 85044
4eMw,nld NiMM'1W.nic :mcr I ,
Kathy Holscher
19th Judicial District Attorney's Office
Greeley Colorado
Dear Kathy,
Thank you for extending the invitation for ExhibitOne Corporation to provide a proposal
for the Evidence Presentation Systems for thel9th Judicial District Attorney's Office.
ExhibitOne Corporation is one of the nation's leading designers and integrators of
audiovisual technology. With more than 500 court systems installed in federal, state,
local government facilities and educational institutions throughout the United States,
ExhibitOne is uniquely qualified to design and provide technology to your organization.
We specialize in the design and installation of audiovisual systems for presentation and
display, videoconferencing and closed circuit television, digital audio recording and
audio systems.
ExhibitOne is a privately held Arizona corporation housed in an approximately 10,000
square foot facility in Phoenix, Arizona. Audiovisual system design,rack assembly, shop
fabrication, software programming, and repair and servicing of audiovisual systems are
routinely provided by ExhibitOne from its fully equipped facility. Employing a staff of
thirty systems engineers, designers and installation technicians, in addition to a balanced
administrative support and sales staff, ExhibitOne efficiently meets the requirements of
multiple projects.
If you have any questions,please feel free to call or email me anytime.
Sincerely,
Adam Lofredo
ExhibitOne Corporation
14601 South 50`1, St., Ste 120
Phoenix, AZ 85044
(p) (480) 763-1002 ext. 140
(fax) (480) 763-1003
ALofredo@exhibitone.com
Table of Contents
Statement of Work 4
Warranty 6
Terms and Conditions 7
Agreement 10
Statement of Work
This proposal was based on conversations between Kathy Holscher from 19th Judicial
District Attorney's Office and Adam Lofredo of ExhibitOne.
ExhibitOne will design, install, test and provide a warranty for one year on the following
solutions for the 19th Judicial District Attorney's Office's Evidence Presentation
Systems.
The goal of this project is to equip two courtrooms with the capability to have multiple
displays for evidence presentation. There will be a 15" monitor for the judge, witness,
defense,prosecution and six 15"monitors for the jury. The prosecution and defense will
have custom plates into which connect their laptops to display computer images and
audio to all of the monitors.
ExhibitOne will build two custom portable TVX systems. These systems will have the
capability of evidence presentation. They are equipped with a high resolution document
camera, VCR/DVD, dual audio cassette player, and laptop/computer connectivity with
built in audio speakers.
ExhibitOne will also provide two 43" plasma displays that will be on portable carts.
The two main courtrooms will be able to connect the 10 monitors and plasma to the
TVX,which will display all of the evidence presented. ExhibitOne will also make it
possible to connect the courts audio system for these rooms to the TVX.
The TVX and plasma cart systems are portable. The secondary goal is to be able to move
these into the other court building. The attorneys will be able to plug their laptops
directly into the TVX system to display onto the plasma and all of the audio will come
out of the built-in speakers of the TVX. The attorneys will also be able to utilize the high
resolution document camera, DVD/VCR, and audio cassette player.
Two Main Courtrooms—
• Provide and install (10) 15"LCD Monitors in each courtroom.
• Provide and install (2) Custom VGA plates with Audio for attorney tables in each
courtroom.
• Provide and install all cable for display and audio connections.
• Integrate cable and for courts existing audio system for each courtroom.
4
/7
/EXhibilOne
Two Portable Presentation Systems (TVX)—
• Provide and install (1) High Resolution Document Camera for each TVX.
• Provide and install (1)VCR/DVD Combo for each TVX.
• Provide and Install (1) VGA Scaler.
• Provide and install (1) 1 X 12 Distribution amplifier.
• Provide and Install (1)Dual Deck Audio Cassette Player.
• Provide and Install (1) Portable Stand with 43" Plasma
• Provide and install all cable and connectors.
This ExhibitOne proposal includes the following services:
• Provide all required design and engineering of systems;
• Provide coordination documents;
• Provide on-site project management;
• Provide on-site installation and testing;
• Provide coordination with 19th Judicial District Attorney's Office personnel;
• Provide coordination with 19th Judicial District Attorney's Office Architects
and/or other designers;
• Provide up to 4 hours of on-site training for assigned FNBA personnel on the
operation of the new audio, video, and control systems.
19th Judicial District Attorney's Office(and/or their designated subcontractors) will
be responsible for a limited number of items contingent upon acceptance of this
proposal.
• Supply any owner-furnished equipment in good working order
• Install all high voltage(i.e., 120V) electrical requirements as specified by
ExhibitOne
• Installation of all required conduit and/or cable chases specified by ExhibitOne
• Installation of all electrical boxes and specified covers unless otherwise specified
• Installation of any floor boxes or poke-through devices unless otherwise specified
• Installation, configuration, and testing of any CATV terminations/drops unless
otherwise specified
• Installation configuration, and testing of any wireless LAN components
• Provide and configure all required PC desktop or rack-mount computers
• Millwork and/or millwork modifications unless otherwise specified
• Wall cutouts and/or modifications
• Ceiling and/or ceiling tile modifications
• Paint, drywall, and finish work.
ibi!One 5
Warranty
Upon successful completion, installation, and inspection, ExhibitOne will provide a one
(1) year warranty covering parts, on-site labor, software, and workmanship including a
preventative maintenance program.
During the warranty period no charges shall be made for any labor, equipment, or
transportation to maintain performance and functions.
Technical support will be provided on a four(4)hour response basis (maximum) for
phone support or one (1)business day(or sooner) for on-site issues.
ExhibitOne's qualified technical support staff is available and ready to support you and
your new system.
Service — Technical Assistance Center (TAC)
ExhibitOne's service team is both experienced and easily accessible. We provide a
convenient single point-of-contact for all service inquiries. If there is ever an issue or
problem that requires service, your contact will be Chris Sveback(Technical Support
Lead).
Contact Information:
Chris Sveback, Technical Support Lead
ExhibitOne Corpsoration
14601 South 50` St., Ste 120
Phoenix, AZ 85044
Phone: 480-897-1810 /480-763-1002 ext. 120
Email: csveback(a,exhibitone.com
Generally, ExhibitOne has a thirty(30) minute call back response time to any service
requests and inquiries. We have both back-up equipment and advanced replacement
available. Also,we have a team of certified and dedicated engineers to support your
needs.
ExhibitOne offers service contracts, covering both technical support and product defects
during the coverage period. Specifically, we will provide you with operational and
troubleshooting phone-based support as well as repair or replacement of any ExhibitOne-
supplied products (excluding consumables)that fail during the coverage period. In
effect, our ElCare program extends the terms and conditions of the initial one (1) year
warranty.
/7 6
/EXhibuone
Terms and Conditions
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement(this"Agreement")which term shall also include all referenced
Scope of Works and attachments)is made this 24th day of February,2005,between EXHIBITONE
CORPORATION,an Arizona corporation("ExhibitOne"),located at 14601 S. 50th Street,Suite 120,
Arizona, 85044,and 19th Judicial District Attorney's Office.This Agreement sets forth the terms and
conditions under which EXHIBITONE will provide services and/or materials to CLIENT.
Article I: Definitions
The following terms shall have the following meanings in this Agreement and all attached Scope of Works:
1. "Deliverables"shall mean any item that EXHIBITONE prepares for or provides to CLIENT as
described in a Scope of Work.
2. "Development(s)"shall mean any Custom Application,Deliverable,Documentation,or Software
developed by EXHIBITONE and provided to CLIENT,including but not limited to AMX and Crestron
source code,pursuant to this Agreement.
3. "Project"shall mean the totality of services and materials EXHIBITONE provides to CLIENT
pursuant to a Scope of Work.
4. "Scope of Work"shall mean the document(s),signed by both Parties,that:(i)is numbered for
identification; (n)details the work to be performed by EXHIBITONE,including but not limited to,all
applicable Developments or other materials,installation and other labor to be provided to CLIENT;and
(iii)specifies the applicable hourly rate or fixed price for performing the Scope of Work.A new Scope of
Work will be required for each new Project or each phase of a Project.Each Scope of Work shall be
effective,incorporated into,and form a part of this Agreement when executed by EXHIBITONE and
CLIENT
Article II: Fees and Scope of Work
1. EXHIBITONE shall perform and deliver to CLIENT the Project according to the specifications
contained in the Scope of Work(s)signed by the parties and attached to this Agreement.ExhibitOne will
bill CLIENT at the rate(s)or in the amount specified in the applicable Scope of Work for services and
materials rendered by EXHIBITONE.EXHIBITONE' fees do not include any taxes,duties,tariffs or other
governmental charges or expenses imposed in connection with this Agreement and such taxes shall be
billed to CLIENT.
•
Article III:Billing and Payment for Services
1. EXHIBITONE shall send a written invoice to CLIENT for services rendered,expenses,and
materials provided based upon a 25%prepayment of the Project cost before the commencement of the
Project,progress payments every four(4)weeks or as indicated in the applicable Scope of Work,and a
10%holdback to be paid upon CLIENT acceptance of the Project.Invoices are due upon receipt.Invoices
not paid in full within thirty(30)days of the invoice date shall accrue interest at the rate of one and one-
half percent(1.5%)per month or the maximum legal rate,if higher, until paid in full except as to those
invoices.
Article IV: Delivery
ibilOne 7
1. Upon the completion of the contracted services or agreed upon phases of such services,EXHIBITONE
shall deliver the Development to CLIENT for review and testing.Within thirty(30)days of receipt,
CLIENT shall either notify EXHIBITONE in writing of its acceptance or rejection of the delivered
Development.Acceptance of the Development shall signify the completion by EXHIBITONE of its
performance obligations under this Agreement or any applicable Scope of Work(s).Any notice of rejection
shall include specific issues referencing the scope of work contained in the Scope of Work(s)in detail
sufficient for EXHIBITONE to provide suitable remedial solutions.Upon completion of the remedial work,
EXHIBITONE shall again deliver the Development to CLIENT,which shall then have five(5)business
days within which to complete its acceptance or rejection review.Any further rejection of the delivered
work shall also require CLIENT's review and response within five(5)business days.In the event CLIENT
fails to accept or reject a remedy supplied by EXHIBITONE within the applicable thirty(30)or five(5)
day periods,such failure shall be deemed to constitute acceptance
Article VII: Warranties and Limitations
1. Work Standards Warranty.EXHIBITONE warrants that the services will be performed for and
delivered to CLIENT in a good,diligent and workmanlike manner in accordance with industry standards.
The foregoing warranty shall not apply to defects resulting from(1)improper maintenance by CLIENT or a
third party,or(2)unauthorized modification or misuse by CLIENT or any third party.
2. Limitation of Liability. Except for a party's indemnification obligations under this Agreement,
neither Party will be liable for any incidental,special,punitive,indirect,or consequential damages,lost or
inaccurate data,business interruption,or lost profits under any contract,tort(including negligence),strict
liability,breach of warranty,or other legal or equitable theory,even if the remedies provided for in this
Agreement fail of their essential purpose and even if either Party has been advised of the possibility or
probability of such damages. EXHIBITONE's liability to CLIENT for all claims of any kind arising out of
or related to this Agreement shall be limited solely to repair or replacement,such determination to be made
in EXHIBITONE's reasonable discretion,and shall in no event shall cumulative liability to CLIENT
exceed the amount contracted for under this Agreement.
3. Limitation of Warranties.THE WARRANTIES PROVIDED IN THIS ARTICLE ARE IN LIEU
OF ALL OTHER WARRANTIES,EXPRESS OR IMPLIED,INCLUDING THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,OR ANY OTHER IMPLIED
WARRANTIES,INCLUDING BUT NOT LIMITED TO,WARRANTIES THROUGH COURSE OF
DEALING OR USAGE OF TRADE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS
ArticleV III: Indemnification
1. EXHIBITONE and CLIENT agree to defend,indemnify,and hold each other harmless against,
and pay the amount of any adverse final judgment(or settlement to which the non-breaching Party
consents)resulting from:(a)any breaches of the warranties in Article VII,provided that the breaching
Party is notified promptly in writing of the claim,has the opportunity to assume sole control over its
defense or settlement,and the non-breaching Party provides reasonable assistance in the defense of the
same;(b)the negligence or willful misconduct of the indemnifying party;or(c)any of the Client Content
provided by CLIENT infringing or violating any intellectual property rights of a third party;or(d)the
performance under this Agreement of a party.
Article X: Miscellaneous Provisions
1. Independent Contractor. EXHIBITONE shall act as an independent contractor and shall be
responsible for all social security,unemployment,workers' compensation,and other withholding taxes for
all of its employees.Nothing in this Agreement shall be interpreted or construed as creating or establishing
a relationship of employer-employee,principal-agent,partners,or joint ventures between EXHIBITONE
and either CLIENT or any employee or agent of CLIENT.
ibiiOne 8
2. Force Majeure. Except for CLIENT's obligation to pay for services/materials rendered by
EXHIBITONE,if either Party is prevented from complying,either totally or in part,with any of the terms
or provisions of this Agreement by reason of fire,flood,storm,strike,lockout,or other labor trouble,not,
war,rebellion,accident or other acts of God,then upon written notice to the other Party,the requirements
of this Agreement,or the affected provisions hereof to the extent affected,shall be suspended during the
period of such disability.
3. Dispute Resolution.This Agreement shall be construed pursuant to the laws of the State of
Arizona. Any dispute,claimed breach,or controversy arising out of or in relation to this Agreement
(excluding any claims for monies owed)shall be settled by binding arbitration in Phoenix,Arizona,in
accordance with the then-prevailing Commercial Arbitration Rules of the American Arbitration Association
by a single arbitrator mutually agreed upon by both Parties,and applying the laws of the State of Arizona
(without regard to the conflicts of law provisions thereof),or if applicable,U.S. federal law.The arbitration
award shall be final and binding on the Parties.Notwithstanding the foregoing,either Party shall have the
right to seek and obtain appropriate equitable and provisional remedies exclusively in the Maricopa County
Superior Court, State of Arizona.
4. Attorneys' Fees. The prevailing Party in any action that arises out of this Agreement shall be
entitled to recover costs and expenses including,without limitation,reasonable attorneys' fees.
Agreed to and Accepted by:
9
tibilOne
FROM :EXHIBITONE FAX N0. :4807631003 Mar. 08 2005 04:46PM P11
Acceptance
Subject to the Scope of Work and the Terms and Conditions set forth in this document,
the investment for this system shall he:
Description - Cost
Total Installation Investment: $62,238.00
Grand Total: $62,238.00
This proposal includes oil shlopjna and hovel
Submitted by: Accepted by:
P.xhibitOne 19th Judicial District Attorney's Office/
Board of Weld County Commissioners
C3/8/05IL-LA 3/9/2005
ignature Date Signature Date
Kevin Sandler William H. Jerke, Chair
Printed Name Printed Name
CEO and President Chair
Title Title
Please sign and return a copy of this Agreement to ExhihitOne along with a Purchase
Order to the attention of Adam Lofrcdo at fax number 480-763-1003.
/E.Yitibi .rr�A � 10
Hello