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R2023-193 2023-08-14RESOLUTION NO. R2023-193 A Resolution of The City Council of the City of Pearland, Texas, authorizing the City Manager or his designee to participate in a cooperative purchase agreement with Sourcewell for the purchase of access control and site security installation and commissioning services, in the estimated amount of $90,628.00, from Convergint Technologies LLC, for the period of August 15, 2023 and through August 14, 2024. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That the City Manager or his designee is hereby authorized to participate in a cooperative purchase agreement with Sourcewell for the purchase of access control and site security installation and commissioning services, in the estimated amount of $90,628.00, from Convergint Technologies LLC. PASSED, APPROVED and ADOPTED this the 14th day of August, A.D., 2023. ________________________________ J.KEVIN COLE MAYOR ATTEST: ________________________________ FRANCES AGUILAR, TRMC, MMC CITY SECRETARY APPROVED AS TO FORM: ________________________________ DARRIN M. COKER CITY ATTORNEY DocuSign Envelope ID: 400032D9-2DAD-4015-895C-9F8133C766A2 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 ............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ City of Pearland 3519 Liberty Drive Pearland, TX 77581 SERVICE CONTRACT NO. C0723-16 Door Access Control & Video Surveillance Systems at Water Wells THIS CONTRACT("Contract")is entered into by and between the City of Pearland, a Texas home- rule municipal corporation ("City") and Convergint Technologies, LLC ("Contractor"), and consisting of the following parts: I. Summary of Contract Terms II. Signatures III. Standard Contractual Provisions IV. Special Terms and Conditions V. Additional Contract Attachments I. Summary of Contract Terms. Contractor: Convergint Technologies, LLC 4250 N. Sam Houston Pkwy E. Suite 180 Houston, Texas 77032 Description of Services: Contractor will provide Door Access Control &Video Surveillance Systems at Water Wells, for the City of Pearland, per the specifications of Sourcewell RFP #030421. Contract Amount: $90,628.00 Effective Date: August 15, 2023 End Date: August 14, 2024 Renewals: 0 Resolution No/Bid No: R2023-193; Sourcewell RFP #030421 II. Signatures D c,1 eRf-ARLAND CONTRACTOR DIgM1@?fy si5 , ares p ick 8/23/2023 1 9:09 AM BTTs KilpatrickQ au @ Purchasing Officer Date Title: GM DocuSigned by: 8/23/2023 12:18 ppaft 8/16/2023 *Signed by: Date Superintendent/Manager Director Deputy/Assistant City Manager City Manager *City Contract Signature Authority: Superintendent/Manager— up to $10,000 Director - $10,001 - $30,000 City Manager/Deputy/Assistant City Manager - $30,001 + City Council Resolution over $50,000 Service Contract Standard Form Page 1 of 7 Approved as to Legal Form 6.28.2021 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 ............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ III. Standard Contract Provisions WHEREAS, Contractor has bid to provide Services ("Services") in response to Request for Bid/Proposal/Sourcewell RFP #030421 ("Solicitation"), which Solicitation includes the required scope of work and all specifications and which Solicitation and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Contract as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Services in accordance with the attached Scope of Work, as detailed in Attachment A, the content of which is incorporated by reference into this Contract as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Contract is for one (1) year, with performance commencing upon the effective date or the date of issuance of the notice to proceed issued by the Contract Administrator or the Purchasing Division, or upon the performance date listed in the notice to proceed, whichever is later. The parties may mutually extend the Term of this Contract for up to 0 (zero) additional one-year periods ("Option Period(s)"), provided, the parties do so by written amendment prior to the expiration of the original term or the then-current Option Period. The City's extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Contract is for an amount not to exceed $90,628.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within thirty (30) days of acceptance, subject to receipt of an acceptable invoice. Contractor shall invoice no more frequently than once per month. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated, in its entirety, by reference into this Contract. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next option period. Invoices will be emailed to the following email address with a copy provided to the Contract Administrator: City of Pearland Attn: Accounts Payable Email: accountspayable(cDpearlandtx.gov 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Contract, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Contract is as follows: Name: Tammy Sue Akif Department: Engineering & Public Works Phone: 281.652.1826 Email: takif@pearlandtx.gov 5. Insurance; Bonds. (A) Before performance can begin under this Contract, the Contractor must deliver a Certificate of Insurance ("COI"), as proof of the required insurance coverages, to the City's Contract Administrator. Additionally, the COI must state that the City shall be Service Contract Standard Form Page 2 of 7 Approved as to Legal Form 6.28.2021 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 ............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ provided no less than thirty (30) days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within ten (10) days of the City Manager or his designee's written request. Insurance requirements are as stated in Attachment C, the entirety of which is incorporated by reference into this Contract. (B) Contractor shall provide any required payment bond, performance bond, or both, prior to commencement of performance under this Contract. The terms, conditions, and amounts of the bonds and appropriate surety information shall be included in the RFB/RFP or as may be added to Attachment C, and such content, the entirety of which, shall be incorporated into this Contract. 6. Purchase Release Order. For multiple-release purchases of Services provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: the authorized City department or division shall send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order shall refer to this Contract, and Services shall not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re- working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, shall be paid by the Contractor within thirty (30) days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Contract are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Contract shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated therein. Attachment D, the entirety of which, is attached to this is incorporated into this Contract. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments.Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Contract including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non-Appropriation. The continuation of this Contract after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Contract as an expenditure in said budget, and it is Service Contract Standard Form Page 3 of 7 Approved as to Legal Form 6.28.2021 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 ............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ within the sole discretion of the City's City Council to determine whether or not to fund this Contract. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor shall perform all work required by this Contract as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. In performing the Services, the Contractor will not enter into subcontracts or utilize the services of subcontractors unless the subcontractors were identified in the bid/quote/proposal or approved by the Contract Administrator. 13. Amendments. This Contract may be amended or modified only in writing and executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Contract waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Contract must be given by hand delivery, or certified mail, postage prepaid, and is deemed received on the day hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Pearland Attn: Julian Kelly Title: Water Production Superintendent Address: 2016 Old Alvin Road, Pearland, TX 77581 Phone: 281.652.1934 IF TO CONTRACTOR: Convergint Technologies, LLC Attn: Michael Huffman Title: Sr. Account Executive Address: 4250 N. Sam Houston Pkwy E. Suite 180, Houston, Texas 77032 Phone: 832.524.6024 17. Liability and Indemnity. ANY PROVISION OF ANY ATTACHED CONTRACT DOCUMENT THAT LIMITS THE CONTRACTOR'S LIABILITY TO THE CITY OR RELEASES THE CONTRACTOR FROM LIABILITY TO THE CITY FOR ACTUAL OR COMPENSATORY DAMAGES, LOSS, OR COSTS ARISING FROM THE PERFORMANCE OF THIS CONTRACT OR THAT PROVIDES FOR CONTRACTUAL INDEMNITY BY ONE PARTY TO THE OTHER PARTY TO THIS CONTRACT IS NOT APPLICABLE OR EFFECTIVE UNDER THIS CONTRACT. EXCEPT WHERE AN ADDITIONAL CONTRACT DOCUMENT PROVIDED BY THE CITY PROVIDES OTHERWISE, EACH PARTY TO THIS CONTRACT IS RESPONSIBLE FOR DEFENDING AGAINST AND LIABLE FOR PAYING ANY CLAIM, SUIT, OR JUDGMENT FOR DAMAGES, LOSS, OR COSTS ARISING FROM Service Contract Standard Form Page 4 of 7 Approved as to Legal Form 6.28.2021 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 ............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ THAT PARTY'S NEGLIGENT ACTS OR OMISSIONS IN THE PERFORMANCE OF THIS CONTRACT IN ACCORDANCE WITH APPLICABLE LAW. THIS PROVISION DOES NOT AFFECT THE RIGHT OF EITHER PARTY TO THIS CONTRACT WHO IS SUED BY A THIRD PARTY FOR ACTS OR OMISSIONS ARISING FROM THIS CONTRACT TO BRING IN THE OTHER PARTY TO THIS CONTRACT AS A THIRD- PARTY DEFENDANT AS ALLOWED BYLAW. 18. Dispute Resolution Procedures. The Contractor and City desire an expeditious means to resolve any disputes that may arise between them regarding this Contract. If either party disputes any matter relating to this Contract, the parties agree to try in good faith, before bringing any legal action, to settle the dispute by submitting the matter to mediation before a third party who will be selected by agreement of the parties. The parties will each pay one-half of the mediator's fees. 19. Attorney's Fees. Should either party to this Contract bring suit against the other party for breach of contract or for any other cause relating to this Contract, neither party will seek or be entitled to an award of attorney's fees or other costs relating to the suit. 20. Termination. (A) City Termination for Convenience. Under this paragraph, the City may terminate this Contract during its term at any time for the City's own convenience where the Contractor is not in default by giving written notice to Contractor. If the City terminates this Contract under this paragraph, the City will pay the Contractor for all services rendered in accordance with this Contract to the date of termination. (B) Termination for Default. Either party to this Contract may terminate this Contract as provided in this paragraph if the other party fails to comply with its terms. The party alleging the default shall provide the other party notice of the default in writing citing the terms of the Contract that have been breached and what action the defaulting party must take to cure the default. If the party in default fails to cure the default as specified in the notice, the party giving the notice of default may terminate this Contract by written notice to the other party, specifying the date of termination. Termination of this Contract pursuant this paragraph does not affect the right of either party to seek remedies for breach of the Contract as allowed by law, including any damages or costs suffered by either party. 21. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Contract. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. 22. Limitation of Liability. The City's maximum liability under this Contract is limited to the total amount of compensation listed in this Contract. In no event shall the City be liable for incidental, consequential or special damages. 23. Assignment. No assignment of this Contract by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Contract by the Contractor is of the essence of this Contract, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 24. Severability. Each provision of this Contract is considered to be severable and, if, for any Service Contract Standard Form Page 5 of 7 Approved as to Legal Form 6.28.2021 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 ............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ reason, any provision or part of this Contract is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Contract that are valid, but this Contract shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 25. Order of Precedence. In the event of any conflicts or inconsistencies between this Contract, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Contract (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Contractor's bid response (Exhibit 2). 26. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Contract if required by said statute for items approved by the City Council. 27. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Contract. The applicable law for any legal disputes arising out of this Contract is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Brazoria County, Texas. 28. H.B. 89. In accordance with Chapter 2270 of the Texas Government Code, the signatory executing this contract on behalf of company verifies that the company does not boycott Israel and will not boycott Israel during the term of this contract. This clause is subject to companies with ten or more full time employees and the contract value is $100,000 or more that is to be paid wholly or partially with public funds of the governmental entity. 29. Public Information Act Requirements. This paragraph applies only to Contracts that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, regarding certain entities requirement to provide contracting information to governmental bodies in connection with a public information request, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 30. Entire Agreement. This Contract constitutes the entire agreement between the parties concerning the subject matter of this Contract and supersedes all prior negotiations, arrangements, agreements, and understandings, either oral or written, between the parties. IV. Special Terms and Conditions. None. V. Additional Contract Documents Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Service Contract Standard Form Page 6 of 7 Approved as to Legal Form 6.28.2021 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 ............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ Incorporated by Reference Only: Exhibit 1: RFB/BID/Sourcewell RFP #030421 Exhibit 2: Contractor's Bid/Proposal Response Service Contract Standard Form Page 7 of 7 Approved as to Legal Form 6.28.2021 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 ............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ ATTACHMENT A — SCOPE OF WORK Scope of services shall consist of the contractor furnishing, installing, programing, and commissioning the system for door access control, video surveillance camera system, and provide the camera licensing required for inclusion in the city's centralized video surveillance system at 1802 Broadway St. (Mary's Creek Water Well), 2529 Cullen Blvd. (Cullen Water Well) and 3110 Kirby Dr. (Kirby Water Well)for the City of Pearland, as needed, per the specifications of RFP #030421. Pricing is as follows per contractor's response to the same, as listed per Attachment B. DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 ............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ ATTACHMENT B - BID/PRICING SCHEDULE DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 convergInt 4250 N. Sam Houston Pkwy E. Suite 180, Houston, Texas 77032 Phone 832-327-3700 Mobile 832-524-6024 michael.huffman@convergint.com July 7, 2023 City of Pearland Quotation: MH03479831 P Kirby Water Site RFP#: Sourcewell Contract License/Cent # 030421-CTL Attention: Julian Kellu Reference: Kirby Water Site Convergint is pleased to provide this proposal for consideration. This proposal remains firm for a period of forty-five (45) days from the proposal date. Convergint payment terms are net 30 days. Proiect Overview Provide and install an access control system and video surveillance system made up of the following: Front Gate Dual Card Reader Pedestal Long Range Tag Reader System Standard Card Reader Building Standard card reader Door strike & Door contacts Two corner mount outdoor multi-sensor cameras System description and scope of work Please refer to the equipment list of materials within this proposal for detailed information) Convergint will furnish and install the following equipment DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 convergInt Materials Line Qty Part Description Unit Price Extended .......................................................................................................................................................................................................................................Price........................ 1 Sourcewell - Contract-030421-CTL 2 List Pricing 3 Control Panel &Accessories .. SY- SynergisT"' Cloud Link with 4GB of RAM, 16GB 4 1.00 CLOUDLIN Flash, second generation, installed with $ 1,263.51 $ 1,263.51 K-G2 SynergisTA1 access control firmware, four RS-485 ports....PoE 5 1.00 SY-LP1502 Mercury Intelligent Controller, Linux Based, $ 1,504.81 $ 1,504.81 81n/4Out/2Rd (Software Connections included) SY-MR52- Mercury MR52 2-reader interface module Series 6 1.00 S3 3 (8 inputs, 6 relays, PCB only, software $ 703.03 $ 703.03 connections included) 7 1.00 AQS2410 AQS241010AMP, 24VDCBOXED POWER $ 298.51 $ 298.51 SUPPLY 8 Tag Reader ... 9 1.00 LR2000BU . LONG RANGE READER- BEIGE $ 2,067.12 $ 2,067.12 .. 10 1.00 AH-LRM MOUNTING BRACKET FOR LRREADERS $ 85.70 $ 85.70 BOO 11 Door strike 5200 5200 12/24D 630H0RIZ0NTAL 1.2... 1.._ ..........�12/24D..6.3.0.....�A.D.�.U.S.T..FSE/FS 3/4KNO...FP 10590401...... �...�.....................141 7.5...�.$ 14.1_..75 13 REX Motion to shunt door switch 14 1.00 IDS160 I REQUEST TO EXIT PIRLIGHT GREY I $ 78 92 ff $ 78 92 15 Standard Card. Reader .. RDR, RP40, MULTICLASS, SE E, LF STD, HF 16 2.00 920PTNNE STD/SIO/SEOS, WIEG, PIG, BLK, STD-1, LED $ 317.53 $ 635.06 K00000 RED, FLSH GRN, BZR ON, CSN 32-BIT MSB, IPM OFF 17 Outdoor multi-sensor cameras and IP camera licenses AXIS P3727-PLE Panoramic Camera offers 42 MP with 360 IR coverage. It lets you easily cover 18 2.00 02218-001 four different areas with a single camera, around $ 1,281.56 $ 2,563.12 the clock and even in challenging lighting. Youll be able to count on both high-quality overviews and detaile AXIS T91 H61 Wall Mount is designed with a built-in RJ45 cable and connectionto, and 19 2.00 5507-641 spacious compartment for connectivity $ 166.25 $ 332.50 accessories such as midspans and media converters. The wall mount is impact-resistant IK10 and weather resistant IP66 NEMA 4X f DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 convergInt ........... .. .......... ............ ............ ......... ............ ............ ............ ............ ............ ............ ............ ............. ......... .......... ............. ......................... Line Qty Part Description Unit Price Extended ... Price AXIS T94NO1 D Pendant Kit comprises a weathershield and a mounting adapter for AXIS 20 2.00 01513-001 P3717-PLE Network Camera. The mounting $ 84.55 $ 169.10 adapter is compatible with 1.5-inch NPS thread. The kit enables AXIS P3717-PLE to be mounted on walls poles parapets and outer cor Corner Bracket that is compatible with several wall mounts: AXIS T91 B61 Wall Mount, AXIS 21 2.00 5017-641 T91 D61 Wall Mount 1.5 NPS, AXIS T91 G61 Wall $ 75.05 $ 150.10 Mount, AXIS T91 H61 Wall Mount, AXIS T91 L61 Wall-and-Pole Mount. These wall mounts in turn are compatible with AXIS P55- 22 2.00 MIL- XPROTECT CORPORATE DEVICE CHANNEL $ 312.55 $ 625.10 .XPCODL LICENS .. 23 2.00 MIL- R Care Plus FOR XPCODL DEVICE CHANNEL $ 57.00 $ 114.00 YXPCODL 24 Cabling 25 2.00 71451 14510VN 18-08 OAS STR DB TC Quad -Blk Jkt $ 1,162.01 $ 2,324.02 26 1.00 556609 23-4P Unshielded Solid Plenum Cat6 Blu Jkt $ 413.60 $ 413.60 27 Open Market Items 28 Card reader pedestal & accessories 29 1.00 PM-729CIN 72 PEDSTL INGRD MNT STL BLK $ 199.99 $ 199.99 30 1.00 AH 233A .. POWER SUPPLY FOR LR READER 12 $ 63.06 $ 63.06 . 31 1.00 SQU02787 . OMNI-4W5T-BLK 7 $ 244.98 $ 244.98 .. 32 1.00 CSABP0505 BFFR PLATE TYP CRD RDR-STYLE $ 86.65 $ 86.65 33 Panel Enclosure CON24241 34 1 00 ORC 24X24X10 Panel Enclosure $ 58333 $ 583.33 35 Door contact I INDUSTRIAL SWITCH SET WITH36 3.6... 1.._00........._L.4400.....................JACKETED....... �... ......................._34 5.2...�.$ 34 52 37 Underground conduit Condult/ 38 2 00 Condult/ back boxes/clamps/ ETC $ 428 57 $ 857 14 backboxes...3......................................... 39 Labor is quoted Sourcewell - Contract-030421-CTL Equipment Total $ 15,539.62 Total Labor/Other Costs $ 13,288.34 Freight/Warranty $ 1,148.04 Tax if Applicable $......... 0..00.__. Total Project Price $......... 29,976.00.__ DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 convergInt Clarifications and Exclusion 1. All pricing is in accordance with Sourcewell cooperative purchasing contract — Contract # 030412-CTL 2. The access control system and video surveillance systems will be tied into the City of Pearland existing system. 3. All work proposed herein, shall be performed during normal business hours Monday through Friday 8.00 am - 5.00 pm. 4. Low voltage wiring will be burial rated cabling for underground purposes. 5. A new dual card reader pedestal will be installed in the same place as the existing keypad gate reader pedestal. City of Pearland will need to remove the existing pedestal. 6. All underground cable / conduit from the gate back to the building is included in the cost. 7. Customer to provide (4) static IP addresses and (4) network connections at panel locations. 8. Twenty-Five percent (25%) of the proposed sell price shall be payable to Convergint for project mobilization. Mobilization shall be invoiced and due upon customer acceptance of this proposal. 9. Proposal does not include sales tax unless otherwise noted. 10. Anything in the Contract Documents notwithstanding, in no event shall either Contractor or Subcontractor be liable for special, indirect, incidental or consequential damages, including commercial loss, loss of use, or lost profits, even if either party has been advised of the possibility of such damages. 11. Convergint reserves the right to negotiate mutually acceptable contract terms and conditions with customer by making mutually agreeable changes to the formal contract included in the Bid Documents. 12. Customer acknowledges that supply-chain and shipping difficulties may result in unavoidable delays in deliveries of materials despite timely placement of orders and efforts by Convergint and its suppliers to avoid such delays. Customer agrees to provide Convergint with reasonable extensions of time to the extent of any such delays and Convergint agrees to make reasonable efforts to avoid or minimize such delays. Customer further acknowledges that the above-referenced supply-chain and shipping difficulties may result in unanticipated increases to Convergint's proposal pricing on products covered by this quote or any resulting agreement and that such increases may occur between the time this quote is provided, or any resulting contract is executed and the time when Convergint actually purchases the products covered by this quote or a resulting agreement. Customer agrees that it will pay any such increase in Convergint's initial pricing of obtaining the products above the proposal pricing upon which the quote or agreement was based, by change order or otherwise, and Convergint agrees that it shall make commercially reasonable efforts to minimize any such increase. DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 convergInt Performance Items ............ ............. ............. ............. ............. ............. ............. ............. ............. ............. ............. ............. ............. ............. ............. ..........................� Items Included Freight (prepaid) Installation of CCTV Cameras Installation of Low Voltage Wire Installation of Network Cabling to Card Readers Material (listed in the BOM) Mounting/Termination of Proposed Devices One-Year Warranty on Labor One-Year Warranty on Parts Owner to Provide Static I Addresses Servers by Others System is Design-Build System Meets Plans/Drawings System Programming Testing of all Proposed Devices DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 convergInt Total Project Investment: $ 29,976.00 Thank you for considering for your Security needs. If you have any questions or would like additional information, please don't hesitate to contact me immediately. If you would like to proceed with the scope of work as outlined in this proposal, please sign below and return to my attention. Sincerely, M 60haetl T( Convergint Michael Huffman By signing below, I accept this proposal and agree to the Terms and Conditions contained herein Julian Kelly July 7, 2023 Customer Name (Printed) Date Authorized Signature Title DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 Version 1.I2 June 2020 Throughout this Installation Proposal,the term,"Converginf'refers to the Convergiut Technologies affiliate SECTION 7.INSURANCE operating in the state/province in which the work is being performed Convergiut shall have the following insurance coverage during the term of this Agreement,and shall provide SECTION 1.THE WORK certificates of insurance to the Customer prior to beginning work hereunder: This hastallaton Proposal takes precedence over and supersedes ally and all prior proposals,correspondence,and Worker's Compensation Statutory Limits oral agreements or representations relating to the work set forth in the attached scope of work("Work").This Employer's Liability $1,000,000 per occurrence/aggregate Installation Proposal commences on the Start Date as specified in the attached scope of work and represents the Commercial General Liability $1,000,000 per occurrence/aggregate entire agreement between Convergiut and Customer(the"Agreement').In the event any provision of this $2,000,000 general aggregate Agreement is held to be invalid or unenforceable,the remaining provisions of this Agreement shall remain in full Automobile Liability $1,000,000 per occurrence/aggregate force. Excess/Umbrella Liability $10,000,000 per occurrence/aggregate Convergiut agrees in accordance with the mutually agreed project schedule: All insurance policies carried by Convergiut shall be primary to and noncontributory with the insurance afforded to a. To submit shop drawings,product data,samples and similar submittals if required in performing Customer and shall name the Customer as"additional insured",with respect to liability arising out of work performed the Work_ by Couvergiut,as applicable,but only to the extent of liabilities falling within the indemnity obligations of Couvergiut, b. To pay for all labor,materials,equipment,tools,supervision,programming,testing,startup and pursuant to the terms of this Agreement Convergiut shall provide to the Customer no less than thirty(30)days' documentationrequured to perform the Work in accordance withthe Agreement; notice prior to the termination or cancellation of any such insurance policy. c. Secure and pay for permits and governmental fees,licenses and inspections necessary for SECTION 8.INDEMNIFICATION proper execution and completion of the Work,unless local regulations provide otherwise;and Convergiut shall indemnify and hold Customer hannless from and against claims,danaages,losses and expenses, d. Hire subcontractors and order material to perfoma part of the Work,if necessary,while attributable to bodily injury,sickness,disease or death,or to destruction of tangible property,but only to the extent remaining responsible for the completion oftheWork. caused by:a)the negligent or willful acts or omissions of Convergiut or Convergint's employees or subcontractors Customer agrees in accordance with the mutually agreed project schedule,and at no cost to Convergiut: while on Customer's site,or b)the malfunction of the equipment Couvergiut,or a. To promptly approve submittals provided by Couvergiut; c)Convergint's breach of this Agreement b. To provide access to all areas ofthe facility which are necessary to complete the Work; IN NO EVENT SHALL EITHER CONVERGINTOR CUSTOMER BE LIABLE TO THE OTHER PARTY HERETO FOR SPECIAL,INDIRECT,INCIDENTAL OR CONSEQUENTIAL DAMAGES,INCLUDING C. To supply suitable electrical service as required by Couvergiut;and COMMERCIAL LOSS,LOSS OF USE OR LOST PROFITS,EVEN IF THAT PARTY HAS BEEN ADVISED d. That in the event of any emergency or systems failure,reasonable safety precautions will betaken OF THE POSSIBILITY OF SUCH DAMAGES.IN NO EVENT WILL CONVERGINT BE LIABLE TO by Custonierto protect life and property during the period oftinie from when Convergintis first CUSTOMER FOR ANY AMOUNTS IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER TO notified of the emergency or failure and until such time that Couvergiut notifies the Customer CONVERGINT. that the systems are operational or that the emergency has cleared. It is understood and agreedby the parties hereto that Couvergiut is or may be providing intrusion products which are designed to provide notification of certain events but are not intended to be guarantees or insurers against No monitoring services are included in the Work.Any such services shall be governed by a separate any acts for which they are supposed to monitor or inform.Convergint's indemnification obligation pursuant agreement. to Section 8 herein,does not apply to the extentthe loss indemnified against is caused by any intrusion product Title to the Work,including any materials comprising the Work,shall pass to Customer as the Work is or software provided by but not manufactured by Convergiut.Couvergiut shall have no liability to Customer completed and the materials are incorporated into the Work at Customer's site.If materials are earlier for any losses to the extent such losses are caused by the intrusion product or software.Customer shall stored on Customer's site pursuant to agreement between Customer and Convergiut,title with respect to indemnify,defend,and hold harmless Couvergiut,from and against all claims,lawsuits,damages,losses and such materials shall pass to Customer upon delivery to Customer site. expenses by persons not a party to this Agreement,but only to the extent caused by such intrusion product or SECTION 2.PRICING software provided by but not manufactured by Couvergiut Pricing and amounts proposed shall remain valid for 30 days unless otherwise specified.Price includes only the SECTION 9.COMPLIANCE WITH LAW,SAFETY,&HAZARDOUS MATERIALS material listed based on Convergint's interpretation of plans and specifications unless noted otherwise.Additional Thus Agreement shall be govemedand construed iu accordance withthe laws of the state/proviuce in which the Work equipment,unless negotiated prior to order placement,will be billed accordingly.Sales taxes,(and in Canada is being perfomaed.Convergiut agrees to comply with all laws and regulations relating to or governing its provision GST/PST)and any other taxes assessed on Customer shall be added to the price upon invoice to Customer of the Work.Convergiut shall comply with all safety related laws and regu latons and with the safety program of SECTION 3.INVOICE REMITTANCE AND PAYMENT the Customer,provided suchprogram is suppliedto Couvergiut prior to begamiug work. If the Work is perfomaed over more than a month,Convergiutwill invoice Customer each month for the Work In the event that Couvergiut discovers or suspects the presence of hazardous materials,or unsafe working conditions performed during the previous mouth Customer agrees to pay the amount due to Convergiut as invoiced,within at Customer's facility where the Work is to be performed,Couvergmt is entitled to stop the Work at that facility if thirty(30)days of the date of such invoice.If the Work is completed in less than one month,Customer agrees such hazardous materials,or unsafe working conditions were not provided by or caused by Couvergmt Couvergmt to pay Colivergint in hill after the Work has been perforniedwitbin thirty(30)days of the date ofbeing invoiced. in its sole discretionsliall deterraine when itis"safe"to returato perforni the Work at Customer's facility.Colivergint Invoices shall not include or be subjectto a project retention percentage.If Customer is overdue in any payment shall have no responsibility for the discovery,presence,handling,removing or disposal of or exposure of persons to Convergiut,Couvergiut shall be entitled to suspend the Work until paid,and charge Customer an interest rate to hazardous materials in any form at the Customer's facility. Customer shall indemnify and hold haunless 1 and 1/2%percent per month,(or the maximwn rate peunitted by law,whichever is less),and may avail itself Convergmt from and against claims,damages,losses and expenses,including but not limited to, reasonable of any other legal or equitable remedy.Customer shall reimburse Couvergiut costs incurred in collecting any attorney's fees,arising out of or resulting from undisclosed hazardous materials,or unsafe working conditions at amounts that become overdue,including attorney fees,court costa and any other reasonable expenditure. Customer's facility. Customer acknowledges that applicable law or regulation may limit Customer's rights and impose obligations SECTION 4.WARRANTY with respect to information or data obtained using software capable of obtaining what may in certain Couvergiut provides the following SOLE AND EXCLUSIVE warranty to the Customer: circumstances be characterized as biometric information(individually and collectively,the"Software")and For the period of one(1)year,commencing at the earlier of substantial completion of the Work,or first agrees that Customer is solely responsible to ensure its own compliance with such laws or regulations.Customer beneficial use,("Warranty Period"): shall completely indemnify, defend(including pay attorneys' fees and disbursements), and hold harmless a. That Workperfomaeduuder this Agreement will be ofgood quality; Couvergiut,its affiliates,and any employees,agents,contractors or representatives of any of the foregoing from b. That all equipment new unless otherwise requiredor peunittedby this Agreement; and against any and all losses,liability,damages,penalties,expenses,claims,demands,actions,or causes of C. That the Work will be free from defects not inherent in the quality required or permitted;and action,judgments(finally awarded)or settlements(individually and collectively,"Liabilities")arising from or d. That the Work will conform to the requirements ofthis Agreement related to any intentional or negligent acts or omissions of Customer or any of its agents,affiliates,employees, The Customer's sole remedy for any breach of this warranty is that Convergiut shall remove,replace and/or or representatives arising from or related to the Software,any hardware,software,or other services associated repair at its own expense any defective or improper Work,discovered within the Warranty Period,provided with the Software,or the use of any of the foregoing by or oar behalf of Customer,including but not limited to Convergiut is notified in writing of ally defect within the Warranty Period. those arising from or related to Customer's failure to comply with applicable laws or regulations related to its use of the Software or any hardware,software,or other services associated with the Software,including but not Any equipment n products installed by Convergiut in the course of perfo live g the Work hereunder shall only limited to the Customer's failure to obtain any necessary consents from affected individuals or provide any carry such warranty as v provided by the manufacturer thereof,which ill use cor unercihereby assigns n Customer necessary disclosures or protections with respect to the information of such individuals under any applicable without recourse to Couvergiut Upon request of Customer,Convergiutwill use commercially reasonable efforts privacy or data security law,but excluding matters for which Convergiut has agreed to indemnify Customer to assist Customer in enforcing any such third-party warranties.This warranty excludes remedy for damage or from and against third party claims for copyright and trade secret infringement under the terms of the End User defect caused by abase,modifications not executed by Couvergiut,improper or insufficient maintenance, License Agreement for the Software between Couvergiut and Customer. Notwithstanding the foregoing, improper operation,or normal wear and tear under nominal usage.NO FURTHER WARRANTIES OR Customer and Couvergiut agree that Liabilities suffered by a third party(other than an affiliate of Convergiut) GUARANTIES,EXPRESS OR IMPLIED,ARE MADE WITH RESPECT TO ANY GOODS OR SERVICES which are an element of loss subject to indemnification under this paragraph shall be deemed direct damages. PROVIDED UNDER THIS AGREEMENT, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. SECTION 10.DISPUTES In the event of any disputebetween Convergiutand Customer,Couvergiut and Customer shall first attempt to resolve SECTION 5.CHANGES the dispute in the field,but if that is not successful,then in a meeting between authorized officers of each company. Without invalidating this Agreement or any bond given hereunder,Customer or Couvergiut may request changes Ifsettlemeutattemptsarenotsuccessful,thenthedisputeshallbedecidedexclusivelybyarbitration.Sucharbitration in the Work.Any changes to the Agreement shall be in writing signed by both Customer and Couvergiut If shall be conducted in accordance with the Construction Industry Arbitration Rules of the American Arbitration Customer orders any additional work or causes any material interference with Converginf s performance of the ,association currently in effect and shall be a final binding resolution of the issues presentedbetweenthe parties.The Work,Couvergiut shall be entitled to an equitable adjustment in the time for performance and in the Agreement prevailing party shall be entitled to recover its reasonable attorneys'fees and cost,-. Price,including a reasonable allowance for overhead and profit SECTION 11.MISCELLANEOUS SECTION 6.FORCE MAJEIJRE Neitherparty to this Agreementshall assign this Agreemeutwithoutthe pnorwntten consent of the other party hereto. Neither Customer nor Couvergiut shall be responsible or liable for,shall incur expense for,or be deemed to be in Coavergiut may assign this Agreement to any of its parents,subsidiaries or affiliated companies or any entity breach of this Agreement because of any delay in the performance of their respective obligations pursuant to this majority owned by Couvergiut Agreement due solely to circumstances beyond their reasonable control("Force Majeure")and without the fault or negligence of the party experiencing such delay.A Force Majeure event shall include,but not be limited to: Notices shall be in writing and addressed to the other party,in accordance with the names and addresses ofthe parties accident,fire,stoma,water,flooding,negligence,vandalism,power failure,installation of iucompatibleequipment, as shown above.All notices shall be effective upon receipt by the party to whom the notice was sent improper operating procedures,source current fluctuations or lighting.Ifperformance by either party is delayed A waiver ofthe terms hereunder by one party to the other party shall notbe effective unless in writing and signed by due to Force Majeure,the time for that perfomaance shall be extended for a period of time reasonably necessary person with authority to commit the Customer or Couvergiut and delivered to the nrna-waiving party according to to overcome the effect of the delay.Any Services required by Convergiut due to reasons set forth in this Force the notice provision herein.No waiver by Customer or Couvergiut shall operate as a continuous waiver,unless the Majeure Section shall be charged to Customer in addition to any amounts due under this Agreement written waiver specifically states that it is a continuous waiver of the terms stated in that waiver. The Sections regarding invoicing,warranty,and indemnity,and disputes shall survive the teunivation of this Agreement Convergint Technologies Install Terms and Conditions DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 convergInt 4250 N. Sam Houston Pkwy E. Suite 180, Houston, Texas 77032 Phone 832-327-3700 Mobile 832-524-6024 michael.huffman@convergint.com June 21, 2023 City of Pearland Quotation: MH03576197P Cullen Water Site Sourcewell Contract License/Cert # 030421-CTL Attention: Jullian Kelly Reference: Cullen Water Site Access Control and Video Surveillance Convergint is pleased to provide labor and materials for the following scope of work: Access Control System Vehicle main gate—Standard Card Reader Vehicle main gate— Long Range Tag Reader Mechanical / Electrical Bldg—Card Reader Video Surveillance Multi-Sense camera viewing Vehicle Main Gate, water tower, storage tank, and surrounding area, Multi-Sensor camera viewing water tower, chlorine area, and surrounding areas. Note: Reference photo for device layout Materials Extended Line Qty Part Description Unit Price .......................................................................................................................................................................................................................................Price........................ 1 Sourcewell - Contract-030421-CTL 2 Open Market Items 3 Long Range Tag Reader, Tags, and Pedestal .. 4 1.00 LR2000BU . LONG RANGE READER- BEIGE $ 2,127.93 $ 2,127.93 .. 5 1.00 AH- .. MOUNTING BRACKET FOR LRREADERS $ 88.22 $ 88.22 . 6 1.00 CSABP0505 BFFR PLATE TYP CRD RDR-STYLE $ 86.65 $ 86.65 . ........ ............. ................ .......... 7 1.00 SQUO2787 OMNI-4W5T-BLK 7 $ 211.41 $ 211.41 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 convergInt ........... .. .......... ............ ............ ......... ............ ............ ............ ............ ............ ............ ............ ............. ......... .......... ............. ......................... Line Qty Part Description Unit Price Extended ... Price 8 1.00 AH 233A POWER SUPPLY FOR LR READER 12 $ 60.28 $ 60.28 ... 9 50.00 AH- UHF LONG RG WINDSHIELD TAG $ 8.37 $ 418.50 ... 10 1.00 PM-729CIN 72 PEDSTL INGRD MNT STL BLK $ 199.99 $ 199.99 11 1.00 HDCS06X8 HOOD PORTRAIT 6 X 8 X 3 $ 92.41 $ 92.41 12 Panel Enclosure CON24241 13 1 00 ORC 24X24X10 Panel Enclosure $ 551 47 $ 551.47 14 Doorsensor 15 1 00 IGRI 4400 IVINYL CBL INDUSTRIAL CNCT ALUM I $ 35 01 ff $ 35 01 16 List Pricing 17 Control Panel &Accessories .. SY- SynergisT"' Cloud Link with 4GB of RAM, 16GB 18 1.00 CLOUDLIN Flash, second generation, installed with $ 1,290.11 $ 1,290.11 K-G2 SynergisTA1 access control firmware, four RS-485 ports....PoE Mercury Intelligent Controller Linux Based 19 1 00 SY LP 1502 1,651.72 1,651.72 81n/4Out/2Rd Software Connections Included C _ ........... SY-MR52- Mercury MR52 2-reader interface module Series 20 1.00 S3 3 (8 inputs, 6 relays, PCB only, software $ 810.92 $ 810.92 connections included) 21 1.00 AQS2410 AQS241010AMP, 24VDCBOXED POWER $ 298.51 $ 298.51 SUPPLY 3 OUTPUT POWER 22 1.00 PD4 DISTRIBUTIONCONVERTS AC OR DC POWER $ 33.29 $ 33.29 INPUT28 VOLTS.._( 14 AMP 23 1.00 ACM4 ACC PWR CNTRLR BD, 4FUSED TRIG $ 86.32 $ 86.32 24 Standard. Card Reader .. RDR, RP40, MULTICLASS, SE E, LF STD, HF 25 2.00 920PTNNE STD/SIO/SEOS, WIEG, PIG, BLK, STD-1, LED $ 321.94 $ 643.88 K00000 RED, FLSH GRN, BZR ON, CSN 32-BIT MSB, IPM OFF 26 Door Strike 45006 4500C 12/24 630US32D FIRE 2.7... 1.._00........._�12/24 �-R-A-T-ED-,-F-S-E--,-M--O-RT&-CYL-1--05-3-060.0 �...$.....................480 0.2...-.$ 480 02 28 REX Motion to shunt door sensor PIR REQUEST TO EXIT SENSOR WITH 2.9... 1.._00..........[DS160................�gOUNDER GRAY........ ................................. .................................................. 30 Cabling ... 31 1.00 71451 14510VN 18-08 OAS STR DB TC Quad -Blk Jkt $ 1,432.56 $ 1,432.56 ... 32 1.00 71441 14410VN 18-06 OAS STR DB TC Quad -Blk Jkt $ 1,055.81 $ 1,055.81 33 Video Surveillance Systems ........ 34 Camera IP Licenses DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 convergInt ........... .. .......... ............ ............ ......... ............ ............ ............ ............ ............ ............ ............ ............. ......... .......... ............. ......................... Line Qty Part Description Unit Price Extended ... Price 35 2.00 MIL- XPROTECT CORPORATE DEVICE CHANNEL $ 312.55 $ 625.10 XPCODL LICENS 36 2.00 MIL- R Care Plus FOR XPCODL DEVICE CHANNEL $ 57.00 $ 114.00 YXPCODL 37 Outdoor Multi-sensor cameras 38 2.00 01500-001 P3719-PLE Network Camera, compact, 15MP, $ 1,648.04 $ 3,296.08 four varifocal lenses (4 x Quad HD) 39 2.00 01513-001 T94N01 D PENDANT KIT $ 96.03 $ 192.06 40 2.00 5504-821 T91 D61 Wall Mount 1.5 NPS $ 96.03 $ 192.06 41 2.00 5017-641 T91A64 Corner Bracket $ 86.33 $ 172.66 42 Cabling 23 4P Unshielded Solid Non Plenum Cat6 Ylw 4.3... 1.._��............7756030...........��.kt.............................. �...$.....................240 0.2... ,.$ 240 02 44 Labor is quoted Sourcewell - Contract-030421-CTL Equipment Total $ 16,571.87 Total Labor/Other Costs $ 14,432.05 Freight/Warranty $ 1,129.08 Tax if Applicable $......... 0..00.__. Total Project Price $......... 32,133.00.__ DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 convergInt Clarifications and Exclusion 1. All work proposed herein, shall be performed during normal business hours Monday through Friday 8.00 am - 5.00 pm. 2. All pricing is in conjunction with Sourcewell cooperative purchasing program contract #030421-CTL 3. Convergint will run underground conduit from Mechanical / Electrical Room out to the vehicle gate for low voltage communication to the Dual Pedestal that will host the standard card reader and long range tag reader. 4. All conduit inside the mechanical / electrical will be surfaced mount for the card reader and two outside corner mount cameras.. 5. Provision or installation of conduit will require 811 dig services and or direction from the City of Pearland to avoid any underground pipes while trenching, 6. Permits or associated fees are not included. 7. Customer to provide (4) total static IP addresses and network connections for the access control panel, cloud link, and 2 IP cameras. 8. Customer to provide a secured staging & storage area for project related materials. 9. Pricing assumes that electronic Auto CAD files are available from customer for our use in creating submittal drawings. 10. Fifty percent (50%) of the proposed sell price shall be payable to Convergint for project mobilization. Mobilization shall be invoiced and due upon customer acceptance of this proposal. 11. Proposal does not include sales tax unless otherwise noted. 12. Anything in the Contract Documents notwithstanding, in no event shall either Contractor or Subcontractor be liable for special, indirect, incidental or consequential damages, including commercial loss, loss of use, or lost profits, even if either party has been advised of the possibility of such damages. 13. Convergint reserves the right to negotiate mutually acceptable contract terms and conditions with customer by making mutually agreeable changes to the formal contract included in the Bid Documents. 14. Customer acknowledges that supply-chain and shipping difficulties may result in unavoidable delays in deliveries of materials despite timely placement of orders and efforts by Convergint and its suppliers to avoid such delays. Customer agrees to provide Convergint with reasonable extensions of time to the extent of any such delays and Convergint agrees to make reasonable efforts to avoid or minimize such delays. DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 convergInt Performance Items ............ ............. ............. ............. ............. ............. ............. ............. ............. ............. ............. ............. ............. ............. ............. ..........................� Items Included Freight (prepaid) Installation of Low Voltage Wire Material (listed in the BOM) Mounting/Termination of Proposed Devices One-Year Warranty on Labor One-Year Warranty on Parts Owner to Provide Static I Addresses System Programming Testing of all Proposed Devices DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 convergInt Total Project Investment: $ 32,133.00 Thank you for considering for your Security needs. If you have any questions or would like additional information, please don't hesitate to contact me immediately. If you would like to proceed with the scope of work as outlined in this proposal, please sign below and return to my attention. Sincerely, M 60haetl T( Convergint Michael Huffman By signing below, I accept this proposal Jullian Kelly June 21, 2023 Customer Name (Printed) Date Authorized Signature Title DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 Version 3.0April 2023 Throughout this Installation Proposal,the term,"Convergint'refers to the Convergint Technologies affiliate Convergint shall maintain the following insurance coverages during the term of this Agreement and upon request,shall operating in the state/province in which the Work is being performed. provide certificates of insurance to the Customer: SECTION 1.THE WORK Worker's Compensation Statutory Limits This Installation Proposal takes precedence over and supersedes any and all prior proposals,correspondence, Employer's Liability $1,000,000 per occurrence/aggregate and oral agreements or representations relating to the work set forth in the attached scope of work,including Commercial General Liability $1,000,000 peroccurrence without limitation,goods,services,equipment and software,("Work').This Installation Proposal commences on $2,000,000 general aggregate the Start Date as specified in the attached scope of work and,subject to any addendums,represents the entire Automobile Liability $1,000,000 per occurrence/aggregate agreement between Convergint and Customer(the"Agreement').In the event any provision of this Agreement Excess/Umbrella Liability $5,000,000 per occurrence/aggregate is held to be invalid or unenforceable,the remaining provisions of this Agreement shall remain in full force. Convergint's insurance is limited to the coverages listed above and Convergint will not provide Builder's Risk Insurance. Convergint agrees in accordance with the mutually agreed project schedule: Commercial General Liability policy shall name the Customer as"additional insured"on a primary/noncontributory basis with a. To submit shop drawings,product data,samples and similar submittals if required in performing the Work, respect to liability arising out of work performed by Convergint,as applicable,but only to the extent of liabilities falling within b. To pay for all labor, materials, equipment, tools, supervision, programming, testing, startup and the indemnity obligations of Convergint pursuant to the terms of this Agreement.Convergint shall provide to the Customer documentation required to perform the Work in accordance with the Agreement, no less than thirty(30)days'notice prior to the termination or cancellation of any such insurance policy. C. Secure and pay for permits and governmental fees, licenses,and inspections necessary for proper SECTION 8.INDEMNIFICATION execution and completion of the Work,unless local regulations provide otherwise,and To the fullest extent allowed by law,Convergint shall indemnify and hold Customer harmless from and against claims, d. Hire subcontractors and order material to perform part of the Work, if necessary,while remaining damages,losses,and expenses(excluding loss of use)attributable to bodily injury,sickness,disease or death,or to responsible for the completion of the Work. destruction of tangibleproperty,but onl to the extent caused b the negligent acts or omissions of Convergint or 9� Y Y9� Customer agrees in accordance with the mutually agreed project schedule,and at no cost to Convergint: Convergint's employees or subcontractors while on Customers site. a. To promptly approve submittals provided by Convergint; It is understood and agreed by the parties that Convergint is or may be providing intrusion products which are b. To provide access to all areas of the facility which are necessary to complete the Work, designed to provide notification of certain events but are not intended to be guarantees or insurers against any acts C. To supply suitable electrical service as required by Convergint,and for which they are supposed to monitor or inform.Convergint's indemnification obligation pursuant to Section 8 d. That in the event of any emergency or systems failure,reasonable safety precautions will be taken by herein,does not apply to the extent the loss indemnified against is caused by any intrusion product or software Customer to protect life and property during the period from when Convergint is first notified of the provided by but not manufactured by Convergint.Convergint shall have no liability to Customer for any losses to emergency or failure and until such time that Convergint notifies the Customer that the systems are the extent such losses are caused by the intrusion product or software.Customer shall indemnify,defend,and hold operational or that the emergency has cleared. harmless Convergint,from and against all claims,lawsuits,damages,losses and expenses by persons not a party No monitoring services or software capable of obtaining what may be characterized as biometric to this Agreement, but only to the extent caused by such intrusion product or software provided by but not information are included in the Work.Any such services shall be governed by a separate agreement. manufactured by Convergint. Title to the Work,including any materials comprising the Work,shall pass to Customer as the Work is SECTION 9.LIMITATION OF LIABILITY completed and the materials are incorporated into the Work at Customer's site subject to any license TO THE FULLEST EXTENT ALLOWED BY LAW. (A) IN NO EVENT SHALL EITHER CONVERGINT OR agreements. If materials are earlier stored on Customer's site pursuant to agreement between Customer CUSTOMER BE LIABLE TO THE OTHER PARTY HERETO FOR SPECIAL,INDIRECT,INCIDENTAL,PUNITIVE, and Convergint,title with respect to such materials shall pass to Customer upon delivery to Customer site. LIQUIDATED OR CONSEQUENTIAL DAMAGES, INCLUDING COMMERCIAL LOSS,LOSS OF USE OR LOST SECTION 2.PRICING PROFITS,EVEN IF THAT PARTY HAS BEEN ADVISED O F TH E POSSI BI LITY OF SUCH DAMAGES AND(B)IN NO EVENT WILL CONVERGINT BE LIABLE TO CUSTOMER FOR ANY AMOUNTS IN EXCESS OF THE AMOUNTS Pricing and amounts proposed shall remain valid for 30 days unless otherwise specified.Price includes only the PAID BY CUSTOMER TO CONVERGINT UNDER THIS AGREEMENT. THE LIMITATION SET FORTH IN THIS material listed based on Convergints interpretation ofplansand specifications unlessnoted otherwise.Additional SECTION SHALL APPLY WHETHER THE CLAIM IS BASED ON CONTRACT,WARRANTY,TORT(INCLUDING equipment,unless negotiated prior to order placement,will be billed accordingly.Sales taxes,(and in Canada NEGLIGENCE)OR OTHER LEGAL THEORY. GST/PST)and any other taxes assessed on Customer shall be added to the price upon invoice to Customer. SECTION 10.COMPLIANCE WITH LAW,SAFETY,&HAZARDOUS MATERIALS SECTION 3.INVOICE REMITTANCE AND PAYMENT Convergint will comply with all laws and regulations applicable to its provision of the Work.Customer will comply with all Customer agrees to pay Convergint fifty(50%)percent of the total price as a mobilization fee at the time of applicable laws and agreements applicable to its use and operation of the Work. Convergint shall comply with all safety executing this Agreement. related laws and regulations and with the safety program of the Customer,provided such program is supplied to Convergint If the Work is performed over more than one month,Convergint will invoice Customer each month for the Work prior to beginning Work. performed during the previous month.Customer agrees to pay the amount due to Convergint as invoiced, If Convergint discovers or suspects the presence of hazardous materials,or unsafe working conditions at Customer's within thirty(30)days of the date of such invoice.If the Work is completed in less than one month,Customer facilitywhere the Work isto be performed,Convergint isentitled to stop the Workat thatfacility if such hazardous materials, agrees to pay Convergint in full after the Work has been completed within thirty(30)days of the date of invoice or unsafe working conditions were not provided by or caused by Convergint.Convergint in its sole discretion shall Invoices shall not be subject to a project retention percentage and payment to Convergint shall not be determine when it is"safe"to return to perform the Work at Customer's facility.Convergint shall have no responsibility for conditioned on payment by an upstream party.If Customer is overdue in any payment,Convergint shall be the discovery,presence,handling,removing or disposal of or exposure of persons to hazardous materials in any form at entitled to suspend the Work until paid,and charge Customer an interest rate 1 and 1/2%percent per month, the Customer's facility.To the fullest extent allowed by law,Customer shall indemnify and hold harmless Convergint from (or the maximum rate permitted by law,whichever is less),and may avail itself of any other legal or equitable and against claims,damages,losses and expenses,including but not limited to,reasonable attorney's fees,arising out remedy.Customer shall reimburse Convergint costs incurred in collecting any amounts that become overdue, of or resulting from undisclosed hazardous materials,or unsafe working conditions at Customer's facility. including attorney fees,court costs and any other reasonable expenditure. SECTION 4.WARRANTY SECTION 11.PERSONAL DATA This Agreement does not authorize Convergint to access,collect,store or process any biometric information For the period of one(1)year,commencing at the earlier of substantial completion of the Work or first beneficial although the equipment or products included in the Work(including embedded software)installed by Convergint use,("Warranty Period"),the: are capable of collecting biometric information. Customer agrees and will comply with any and all applicable local, a. Work performed under this Agreement will be ofgood quality, state or federal laws,ordinances, rules or regulations(collectively,"Laws")with respect to collecting biometric b. Equipmentwill be new unless otherwise required or permitted by this Agreement, information using the equipment or products provided under this Agreement. Notwithstanding the foregoing,to the C. Work will be free from defects not inherent in the quality required or permitted,and extent Customer uses the Work to collect biometric information or provides Convergint with access to biometric d. Work will conform to the requirements ofthis Agreement. information,Customer acknowledges that Laws may limit Customer's rights and impose obligations with respect to Thiswarranty excludes remedy fordamage or defectcaused by abuse,theft,neglect,modifications notexecuted use of software capable of collecting biometric information,including any hardware or other software and services by Convergint,improper or insufficient maintenance,improper use or operation,fire,explosion,water exposure, associated with the biometric information, and agrees that Customer is solely responsible to ensure its own corrosion,rust,adverse environmental conditions or resulting from accidents,or any otherActsofGod,fluctuations compliance with such Laws. To the fullest extent allowed by law, Customer will defend, indemnify and hold in the building power supply,failure to provide a power supply,or operating an environment that does not conform Convergint harmless from and against any and all claims,suits,actions,legal proceedings,liabilities,damages, to the manufacturer's specifications,repair,service,adjustment,tampering or modification of the equipment by fines,fees,penalties,costs and expenses arising out of or relating to Customer's use or collection of biometric anyone other than Convergint service personnel,negligence or acts or omissions of Customer or any third party information. (excluding a Convergint service personnel);or normal wear and tear under normal usage.The Customer's sole SECTION 12.PRICE ADJUSTMENT and exclusive remedy for any breach of this warranty is that Convergint shall remove,replace and/or repair at Convergint may automatically adjust the price,with five(5)days prior written notice,if based on:(a)changes by its its own discretion and expense any defective or improper Work discovered within the Warranty Period,provided vendors to the cost of equipment and/or products to be delivered and/or labor costs related to personnel responsible Convergint is notified in writing of any defect within the Warranty Period. for performing the Work,(b)macroeconomic conditions,such as taxes,tariffs or duties,natural disasters,labor Any software,equipment or products included in the Work and installed by Convergint shall only carry such shortages/strikes,etc.,(c)applicable market trends,or(d)other events not within Convergint's control that impact warranty as is provided by the manufacturer thereof,which Convergint hereby assigns to Customer without the cost of performing the Work.The variation in the cost of the equipment,products and/or labor shall be consistent recourse to Convergint or which is exclusively granted to customer in the software documentation.Upon request with applicable market indexes,where available,third-party sources or other evidence.Convergint reserves the of Customer,Convergint will use commercially reasonable efforts to assist Customer in enforcing any such right to add periodic surcharges to this order,including without limitation,adjustments for the then current price of third-party warranties.EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS SECTION 4,THE fuel,such surcharges to be specified and invoiced by Convergint. WORK IS PROVIDED BY CONVERGINT WITHOUT FURTHER WARRANTIES,REPRESENTATIONS OR SECTION 13.DISPUTES GUARANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF In the event of any dispute between Convergint and Customer,Convergint and Customer shall first attempt to resolve the MERCHANTABILITY,NONINFRINGEMENT,OR FITNESS FOR A PARTICULAR PURPOSE. dispute in the field,but if that is not successful,then in a meeting between authorized officers of each company.If SECTION 5.CHANGES settlement attempts are not successful,unless the dispute requires injunctive relief,then the dispute shall be decided Without invalidating thisAgreementorany bond given hereunder,Customer or Convergint may requestchanges exclusively by arbitration.Such arbitration shall be conducted in accordance with the Construction Industry Arbitration in the Work.Any changes to the Agreement shall be in writing signed by both Customer and Convergint.If Rulesof the American Arbitration Association currently in effect by a single arbitrator and shall be a final binding resolution Customer orders any additional Work or causes any material interference with Convergint's performance of the of the issues presented between the parties.The prevailing party shall be entitled to recover its reasonable attorneys'fees Work,Convergint shall be entitled to an equitable adjustment in the time for performance and in the Agreement and costs.Any award by the arbitrator may be entered as a judgment in any court having jurisdiction. Price,including a reasonable allowance for overhead and profit. SECTION 14.MISCELLANEOUS SECTION 6.FORCE MAJEURE This Agreement shall be governed and construed in accordance with the laws of the state/province in which the Work is Neither Customer nor Convergint shall be responsible or liable for or be deemed in breach of this Agreement being performed.Neither party to this Agreement shall assign this Agreementwithout the prior written consent of the other because of any delay or failure in the performance of their respective obligations pursuant to this Agreement party hereto.Notwithstanding the foregoing,Convergint may assign this Agreement without notice or consent(i)to any of due to circumstances beyond their reasonable control("Force Majeure")and without the fault or negligence of its parents,subsidiaries or affiliated companies or any entity majority owned by Convergint;or(ii)in connection with a the party experiencing such delay.A Force Majeure event shall include,but not be limited to:acts of God, merger,acquisition,reorganization,sale of all of the equity interests of Convergint,or a sale of all or substantially all of the pandemic or epidemic,diseases,quarantines,unavoidable casualties,concealed conditions,acts of any assets of Convergint to which this Agreement relates. civil or military authority,riot,insurrections,and civil disturbances,war,invasion,act of foreign enemies, Notices shall be in writing and addressed to the other party,in accordance with the names and addresses of the parties hostilities(regardless of whether or not war is declared),rebellion,revolution,terrorist activities,strikes, as shown above.All notices shall be effective upon receipt by the party to whom the notice was sent. In no event will lockouts or other labor disputes; embargoes; shortage or unavailability of labor, supplies, materials, Convergint be obligated to comply with any project labor agreements or other collective bargaining agreements equipment or systems,accident,fire,storm,water,flooding,negligence of others,vandalism,power failure, A waiver of the terms hereunder by one party to the other party shall not be effective unless in writing and signed by a installation of incompatible equipment,improper operating procedures,source current fluctuations or lighting, person with authority to commit the Customer and Convergint.No waiver by Customer or Convergint shall operate as a transportation contingencies,laws,statutes,regulations,and other legal requirements,orders orjudgements,acts continuous waiver,unless the written waiver specifically states that it is a continuous waiver of the terms stated in that or order of any government or agency or official thereof,other catastrophes or any other similar occurrences.If waiver.The Sections regarding invoicing, warranty, indemnity, and disputes shall survive the termination of this performance by either party is delayed due to Force Majeure,the time for performance shall be extended for a Agreement. period of time reasonably necessary to overcome the effect of the delay. Any services required by Convergint By signing this Agreement,the Customer acknowledges that it reviewed the Important Product Safety and Service due to reasons set forth in this Force Majeure Section shall be charged to Customer in addition to any amounts Information at https//www,convPr ini,c{ern/terms/ due under this Agreement. """" """"""""""'`" """"' SECTION 7.INSURANCE V3.0 04/25/2023 Page 1 of 1 Convergint Technologies DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 convergInt 4250 N. Sam Houston Pkwy E. Suite 180, Houston, Texas 77032 Phone 832-327-3700 Mobile 832-524-6024 michael.huffman@convergint.com June 21, 2023 City of Pearland Quotation: MH03577351 P 518 Water Site Sourcewell Contract License/Cert # 030421-CTL Attention: Jullian Kelly Reference: 518 Water Site Access Control & Video Surveillance Convergint is pleased to provide labor and materials for the following scope of work: Access Control System Vehicle main gate—Standard Card Reader Vehicle main gate— Long Range Tag Reader Mechanical / Electrical Bldg—Card Reader Video Surveillance Multi-Sensor camera viewing Vehicle Main Gate, water tower, storage tank, and surrounding area, Multi-Sensor camera viewing water tower, chlorine area, and surrounding areas. Note: Reference photo for device layout Materials Extended Line Qty Part Description Unit Price .......................................................................................................................................................................................................................................Price........................ 1 Sourcewell - Contract-030421-CTL 2 Open Market Items 3 Long Range Tag Reader, Tags, and Pedestal .. 4 1.00 LR2000BU . LONG RANGE READER- BEIGE $ 2,127.93 $ 2,127.93 .. 5 1.00 AH- .. MOUNTING BRACKET FOR LRREADERS $ 88.22 $ 88.22 . 6 1.00 CSABP0505 BFFR PLATE TYP CRD RDR-STYLE $ 86.65 $ 86.65 . ........ ............. ................ .......... 7 1.00 SQUO2787 OMNI-4W5T-BLK 7 $ 211.41 $ 211.41 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 convergInt ........... .. .......... ............ ............ ......... ............ ............ ............ ............ ............ ............ ............ ............. ......... .......... ............. ......................... Line Qty Part Description Unit Price Extended ... Price 8 1.00 AH 233A POWER SUPPLY FOR LR READER 12 $ 60.28 $ 60.28 ... 9 50.00 AH- UHF LONG RG WINDSHIELD TAG $ 8.37 $ 418.50 ... 10 1.00 PM-729CIN 72 PEDSTL INGRD MNT STL BLK $ 199.99 $ 199.99 11 1.00 HDCS06X8 HOOD PORTRAIT 6 X 8 X 3 $ 92.41 $ 92.41 12 Panel Enclosure CON24241 13 1 00 ORC 24X24X10 Panel Enclosure $ 551 47 $ 551.47 14 Doorsensor 15 1 00 IGRI 4400 IVINYL CBL INDUSTRIAL CNCT ALUM I $ 35 01 ff $ 35 01 16 List Pricing 17 Control Panel &Accessories .. SY- SynergisT"' Cloud Link with 4GB of RAM, 16GB 18 1.00 CLOUDLIN Flash, second generation, installed with $ 1,290.11 $ 1,290.11 K-G2 SynergisTA1 access control firmware, four RS-485 ports....PoE Mercury Intelligent Controller Linux Based 19 1 00 SY LP 1502 1,651.72 1,651.72 81n/4Out/2Rd Software Connections Included C _ ........... SY-MR52- Mercury MR52 2-reader interface module Series 20 1.00 S3 3 (8 inputs, 6 relays, PCB only, software $ 810.92 $ 810.92 connections included) 21 1.00 AQS2410 AQS241010AMP, 24VDCBOXED POWER $ 298.51 $ 298.51 SUPPLY 3 OUTPUT POWER 22 1.00 PD4 DISTRIBUTIONCONVERTS AC OR DC POWER $ 33.29 $ 33.29 INPUT28 VOLTS.._( 14 AMP 23 1.00 ACM4 ACC PWR CNTRLR BD, 4FUSED TRIG $ 86.32 $ 86.32 24 Standard. Card Reader .. RDR, RP40, MULTICLASS, SE E, LF STD, HF 25 2.00 920PTNNE STD/SIO/SEOS, WIEG, PIG, BLK, STD-1, LED $ 321.94 $ 643.88 K00000 RED, FLSH GRN, BZR ON, CSN 32-BIT MSB, IPM OFF 26 Door Strike 45006 4500C 12/24 630US32D FIRE 2.7... 1.._00........._�12/24 �-R-A-T-ED-,-F-S-E--,-M--O-RT&-CYL-1--05-3-060.0 �...$.....................480 0.2...-.$ 480 02 28 REX Motion to shunt door sensor PIR REQUEST TO EXIT SENSOR WITH 2.9... 1.._00..........[DS160................�gOUNDER GRAY........ ................................. .................................................. 30 Cabling ... 31 1.00 71451 14510VN 18-08 OAS STR DB TC Quad -Blk Jkt $ 1,432.56 $ 1,432.56 ... 32 1.00 71441 14410VN 18-06 OAS STR DB TC Quad -Blk Jkt $ 1,055.81 $ 1,055.81 33 Video Surveillance Systems ........ 34 Camera IP Licenses DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 convergInt ........... .. .......... ............ ............ ......... ............ ............ ............ ............ ............ ............ ............ ............. ......... .......... ............. ......................... Line Qty Part Description Unit Price Extended ... Price 35 2.00 MIL- XPROTECT CORPORATE DEVICE CHANNEL $ 312.55 $ 625.10 XPCODL LICENS 36 2.00 MIL- R Care Plus FOR XPCODL DEVICE CHANNEL $ 57.00 $ 114.00 YXPCODL 37 Outdoor Multi-sensor cameras 38 2.00 01500-001 P3719-PLE Network Camera, compact, 15MP, $ 1,648.04 $ 3,296.08 four varifocal lenses (4 x Quad HD) 39 2.00 01513-001 T94N01 D PENDANT KIT $ 96.03 $ 192.06 40 2.00 5504-821 T91 D61 Wall Mount 1.5 NPS $ 96.03 $ 192.06 41 2.00 5017-641 T91A64 Corner Bracket $ 86.33 $ 172.66 42 Cabling 23 4P Unshielded Solid Non Plenum Cat6 Ylw 4.3... 1.._��............7756030...........��.kt.............................. �...$.....................240 0.2... ,.$ 240 02 44 Labor is quoted Sourcewell - Contract-030421-CTL Equipment Total $ 16,571.87 Total Labor/Other Costs $ 10,818.02 Freight/Warranty $ 1,129.11 Tax if Applicable $......... 0..00.__. Total Project Price $......... 28,519.00__ DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 convergInt Clarifications and Exclusion 1. All work proposed herein, shall be performed during normal business hours Monday through Friday 8.00 am - 5.00 pm. 2. All pricing is in conjunction with Sourcell Cooperative Purchasing program contract # 030421-CTL. 3. Convergint will run underground conduit from Mechanical / Electrical Room out to vehicle gate for low voltage communication to the Dual Pedestal that will host the standard card reader and long range tag reader. 4. All conduit inside the mechanical / electrical will be surfaced mount for the card reader and two outside corner mount cameras.. 5. Provision or installation of underground conduit will require 811 Dig services and or direction from the City of Pearland to avoid any underground pipes while trenching. 6. Permits or associated fees are not included. 7. Customer to provide (4) total static IP addresses and network connections for the access control panel, cloud link, and 2 IP cameras. 8. Customer to provide a secured staging & storage area for project related materials. 9. Pricing assumes that electronic Auto CAD files are available from customer for our use in creating submittal drawings. 10. Fifty percent (50%) of the proposed sell price shall be payable to Convergint for project mobilization. Mobilization shall be invoiced and due upon customer acceptance of this proposal. 11. Proposal does not include sales tax unless otherwise noted. 12. Anything in the Contract Documents notwithstanding, in no event shall either Contractor or Subcontractor be liable for special, indirect, incidental or consequential damages, including commercial loss, loss of use, or lost profits, even if either party has been advised of the possibility of such damages. 13. Convergint reserves the right to negotiate mutually acceptable contract terms and conditions with customer by making mutually agreeable changes to the formal contract included in the Bid Documents. 14. Customer acknowledges that supply-chain and shipping difficulties may result in unavoidable delays in deliveries of materials despite timely placement of orders and efforts by Convergint and its suppliers to avoid such delays. Customer agrees to provide Convergint with reasonable extensions of time to the extent of any such delays and Convergint agrees to make reasonable efforts to avoid or minimize such delays. DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 convergInt Performance Items ............ ............. ............. ............. ............. ............. ............. ............. ............. ............. ............. ............. ............. ............. ............. ..........................� Items Included Freight (prepaid) Installation of Low Voltage Wire Material (listed in the BOM) Mounting/Termination of Proposed Devices One-Year Warranty on Labor One-Year Warranty on Parts Owner to Provide Static I Addresses System Programming Testing of all Proposed Devices DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 convergInt Total Project Investment: $ 28,519.00 Thank you for considering for your Security needs. If you have any questions or would like additional information, please don't hesitate to contact me immediately. If you would like to proceed with the scope of work as outlined in this proposal, please sign below and return to my attention. Sincerely, M 60haetl T( Convergint Michael Huffman By signing below, I accept this proposal Jullian Kelly June 21, 2023 Customer Name (Printed) Date Authorized Signature Title DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 Version 3.0April 2023 Throughout this Installation Proposal,the term,"Convergint'refers to the Convergint Technologies affiliate Convergint shall maintain the following insurance coverages during the term of this Agreement and upon request,shall operating in the state/province in which the Work is being performed. provide certificates of insurance to the Customer: SECTION 1.THE WORK Worker's Compensation Statutory Limits This Installation Proposal takes precedence over and supersedes any and all prior proposals,correspondence, Employer's Liability $1,000,000 per occurrence/aggregate and oral agreements or representations relating to the work set forth in the attached scope of work,including Commercial General Liability $1,000,000 peroccurrence without limitation,goods,services,equipment and software,("Work').This Installation Proposal commences on $2,000,000 general aggregate the Start Date as specified in the attached scope of work and,subject to any addendums,represents the entire Automobile Liability $1,000,000 per occurrence/aggregate agreement between Convergint and Customer(the"Agreement').In the event any provision of this Agreement Excess/Umbrella Liability $5,000,000 per occurrence/aggregate is held to be invalid or unenforceable,the remaining provisions of this Agreement shall remain in full force. Convergint's insurance is limited to the coverages listed above and Convergint will not provide Builder's Risk Insurance. Convergint agrees in accordance with the mutually agreed project schedule: Commercial General Liability policy shall name the Customer as"additional insured"on a primary/noncontributory basis with a. To submit shop drawings,product data,samples and similar submittals if required in performing the Work, respect to liability arising out of work performed by Convergint,as applicable,but only to the extent of liabilities falling within b. To pay for all labor, materials, equipment, tools, supervision, programming, testing, startup and the indemnity obligations of Convergint pursuant to the terms of this Agreement.Convergint shall provide to the Customer documentation required to perform the Work in accordance with the Agreement, no less than thirty(30)days'notice prior to the termination or cancellation of any such insurance policy. C. Secure and pay for permits and governmental fees, licenses,and inspections necessary for proper SECTION 8.INDEMNIFICATION execution and completion of the Work,unless local regulations provide otherwise,and To the fullest extent allowed by law,Convergint shall indemnify and hold Customer harmless from and against claims, d. Hire subcontractors and order material to perform part of the Work, if necessary,while remaining damages,losses,and expenses(excluding loss of use)attributable to bodily injury,sickness,disease or death,or to responsible for the completion of the Work. destruction of tangibleproperty,but onl to the extent caused b the negligent acts or omissions of Convergint or 9� Y Y9� Customer agrees in accordance with the mutually agreed project schedule,and at no cost to Convergint: Convergint's employees or subcontractors while on Customers site. a. To promptly approve submittals provided by Convergint; It is understood and agreed by the parties that Convergint is or may be providing intrusion products which are b. To provide access to all areas of the facility which are necessary to complete the Work, designed to provide notification of certain events but are not intended to be guarantees or insurers against any acts C. To supply suitable electrical service as required by Convergint,and for which they are supposed to monitor or inform.Convergint's indemnification obligation pursuant to Section 8 d. That in the event of any emergency or systems failure,reasonable safety precautions will be taken by herein,does not apply to the extent the loss indemnified against is caused by any intrusion product or software Customer to protect life and property during the period from when Convergint is first notified of the provided by but not manufactured by Convergint.Convergint shall have no liability to Customer for any losses to emergency or failure and until such time that Convergint notifies the Customer that the systems are the extent such losses are caused by the intrusion product or software.Customer shall indemnify,defend,and hold operational or that the emergency has cleared. harmless Convergint,from and against all claims,lawsuits,damages,losses and expenses by persons not a party No monitoring services or software capable of obtaining what may be characterized as biometric to this Agreement, but only to the extent caused by such intrusion product or software provided by but not information are included in the Work.Any such services shall be governed by a separate agreement. manufactured by Convergint. Title to the Work,including any materials comprising the Work,shall pass to Customer as the Work is SECTION 9.LIMITATION OF LIABILITY completed and the materials are incorporated into the Work at Customer's site subject to any license TO THE FULLEST EXTENT ALLOWED BY LAW. (A) IN NO EVENT SHALL EITHER CONVERGINT OR agreements. If materials are earlier stored on Customer's site pursuant to agreement between Customer CUSTOMER BE LIABLE TO THE OTHER PARTY HERETO FOR SPECIAL,INDIRECT,INCIDENTAL,PUNITIVE, and Convergint,title with respect to such materials shall pass to Customer upon delivery to Customer site. LIQUIDATED OR CONSEQUENTIAL DAMAGES, INCLUDING COMMERCIAL LOSS,LOSS OF USE OR LOST SECTION 2.PRICING PROFITS,EVEN IF THAT PARTY HAS BEEN ADVISED O F TH E POSSI BI LITY OF SUCH DAMAGES AND(B)IN NO EVENT WILL CONVERGINT BE LIABLE TO CUSTOMER FOR ANY AMOUNTS IN EXCESS OF THE AMOUNTS Pricing and amounts proposed shall remain valid for 30 days unless otherwise specified.Price includes only the PAID BY CUSTOMER TO CONVERGINT UNDER THIS AGREEMENT. THE LIMITATION SET FORTH IN THIS material listed based on Convergints interpretation ofplansand specifications unlessnoted otherwise.Additional SECTION SHALL APPLY WHETHER THE CLAIM IS BASED ON CONTRACT,WARRANTY,TORT(INCLUDING equipment,unless negotiated prior to order placement,will be billed accordingly.Sales taxes,(and in Canada NEGLIGENCE)OR OTHER LEGAL THEORY. GST/PST)and any other taxes assessed on Customer shall be added to the price upon invoice to Customer. SECTION 10.COMPLIANCE WITH LAW,SAFETY,&HAZARDOUS MATERIALS SECTION 3.INVOICE REMITTANCE AND PAYMENT Convergint will comply with all laws and regulations applicable to its provision of the Work.Customer will comply with all Customer agrees to pay Convergint fifty(50%)percent of the total price as a mobilization fee at the time of applicable laws and agreements applicable to its use and operation of the Work. Convergint shall comply with all safety executing this Agreement. related laws and regulations and with the safety program of the Customer,provided such program is supplied to Convergint If the Work is performed over more than one month,Convergint will invoice Customer each month for the Work prior to beginning Work. performed during the previous month.Customer agrees to pay the amount due to Convergint as invoiced, If Convergint discovers or suspects the presence of hazardous materials,or unsafe working conditions at Customer's within thirty(30)days of the date of such invoice.If the Work is completed in less than one month,Customer facilitywhere the Work isto be performed,Convergint isentitled to stop the Workat thatfacility if such hazardous materials, agrees to pay Convergint in full after the Work has been completed within thirty(30)days of the date of invoice or unsafe working conditions were not provided by or caused by Convergint.Convergint in its sole discretion shall Invoices shall not be subject to a project retention percentage and payment to Convergint shall not be determine when it is"safe"to return to perform the Work at Customer's facility.Convergint shall have no responsibility for conditioned on payment by an upstream party.If Customer is overdue in any payment,Convergint shall be the discovery,presence,handling,removing or disposal of or exposure of persons to hazardous materials in any form at entitled to suspend the Work until paid,and charge Customer an interest rate 1 and 1/2%percent per month, the Customer's facility.To the fullest extent allowed by law,Customer shall indemnify and hold harmless Convergint from (or the maximum rate permitted by law,whichever is less),and may avail itself of any other legal or equitable and against claims,damages,losses and expenses,including but not limited to,reasonable attorney's fees,arising out remedy.Customer shall reimburse Convergint costs incurred in collecting any amounts that become overdue, of or resulting from undisclosed hazardous materials,or unsafe working conditions at Customer's facility. including attorney fees,court costs and any other reasonable expenditure. SECTION 4.WARRANTY SECTION 11.PERSONAL DATA This Agreement does not authorize Convergint to access,collect,store or process any biometric information For the period of one(1)year,commencing at the earlier of substantial completion of the Work or first beneficial although the equipment or products included in the Work(including embedded software)installed by Convergint use,("Warranty Period"),the: are capable of collecting biometric information. Customer agrees and will comply with any and all applicable local, a. Work performed under this Agreement will be ofgood quality, state or federal laws,ordinances, rules or regulations(collectively,"Laws")with respect to collecting biometric b. Equipmentwill be new unless otherwise required or permitted by this Agreement, information using the equipment or products provided under this Agreement. Notwithstanding the foregoing,to the C. Work will be free from defects not inherent in the quality required or permitted,and extent Customer uses the Work to collect biometric information or provides Convergint with access to biometric d. Work will conform to the requirements ofthis Agreement. information,Customer acknowledges that Laws may limit Customer's rights and impose obligations with respect to Thiswarranty excludes remedy fordamage or defectcaused by abuse,theft,neglect,modifications notexecuted use of software capable of collecting biometric information,including any hardware or other software and services by Convergint,improper or insufficient maintenance,improper use or operation,fire,explosion,water exposure, associated with the biometric information, and agrees that Customer is solely responsible to ensure its own corrosion,rust,adverse environmental conditions or resulting from accidents,or any otherActsofGod,fluctuations compliance with such Laws. To the fullest extent allowed by law, Customer will defend, indemnify and hold in the building power supply,failure to provide a power supply,or operating an environment that does not conform Convergint harmless from and against any and all claims,suits,actions,legal proceedings,liabilities,damages, to the manufacturer's specifications,repair,service,adjustment,tampering or modification of the equipment by fines,fees,penalties,costs and expenses arising out of or relating to Customer's use or collection of biometric anyone other than Convergint service personnel,negligence or acts or omissions of Customer or any third party information. (excluding a Convergint service personnel);or normal wear and tear under normal usage.The Customer's sole SECTION 12.PRICE ADJUSTMENT and exclusive remedy for any breach of this warranty is that Convergint shall remove,replace and/or repair at Convergint may automatically adjust the price,with five(5)days prior written notice,if based on:(a)changes by its its own discretion and expense any defective or improper Work discovered within the Warranty Period,provided vendors to the cost of equipment and/or products to be delivered and/or labor costs related to personnel responsible Convergint is notified in writing of any defect within the Warranty Period. for performing the Work,(b)macroeconomic conditions,such as taxes,tariffs or duties,natural disasters,labor Any software,equipment or products included in the Work and installed by Convergint shall only carry such shortages/strikes,etc.,(c)applicable market trends,or(d)other events not within Convergint's control that impact warranty as is provided by the manufacturer thereof,which Convergint hereby assigns to Customer without the cost of performing the Work.The variation in the cost of the equipment,products and/or labor shall be consistent recourse to Convergint or which is exclusively granted to customer in the software documentation.Upon request with applicable market indexes,where available,third-party sources or other evidence.Convergint reserves the of Customer,Convergint will use commercially reasonable efforts to assist Customer in enforcing any such right to add periodic surcharges to this order,including without limitation,adjustments for the then current price of third-party warranties.EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS SECTION 4,THE fuel,such surcharges to be specified and invoiced by Convergint. WORK IS PROVIDED BY CONVERGINT WITHOUT FURTHER WARRANTIES,REPRESENTATIONS OR SECTION 13.DISPUTES GUARANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF In the event of any dispute between Convergint and Customer,Convergint and Customer shall first attempt to resolve the MERCHANTABILITY,NONINFRINGEMENT,OR FITNESS FOR A PARTICULAR PURPOSE. dispute in the field,but if that is not successful,then in a meeting between authorized officers of each company.If SECTION 5.CHANGES settlement attempts are not successful,unless the dispute requires injunctive relief,then the dispute shall be decided Without invalidating thisAgreementorany bond given hereunder,Customer or Convergint may requestchanges exclusively by arbitration.Such arbitration shall be conducted in accordance with the Construction Industry Arbitration in the Work.Any changes to the Agreement shall be in writing signed by both Customer and Convergint.If Rulesof the American Arbitration Association currently in effect by a single arbitrator and shall be a final binding resolution Customer orders any additional Work or causes any material interference with Convergint's performance of the of the issues presented between the parties.The prevailing party shall be entitled to recover its reasonable attorneys'fees Work,Convergint shall be entitled to an equitable adjustment in the time for performance and in the Agreement and costs.Any award by the arbitrator may be entered as a judgment in any court having jurisdiction. Price,including a reasonable allowance for overhead and profit. SECTION 14.MISCELLANEOUS SECTION 6.FORCE MAJEURE This Agreement shall be governed and construed in accordance with the laws of the state/province in which the Work is Neither Customer nor Convergint shall be responsible or liable for or be deemed in breach of this Agreement being performed.Neither party to this Agreement shall assign this Agreementwithout the prior written consent of the other because of any delay or failure in the performance of their respective obligations pursuant to this Agreement party hereto.Notwithstanding the foregoing,Convergint may assign this Agreement without notice or consent(i)to any of due to circumstances beyond their reasonable control("Force Majeure")and without the fault or negligence of its parents,subsidiaries or affiliated companies or any entity majority owned by Convergint;or(ii)in connection with a the party experiencing such delay.A Force Majeure event shall include,but not be limited to:acts of God, merger,acquisition,reorganization,sale of all of the equity interests of Convergint,or a sale of all or substantially all of the pandemic or epidemic,diseases,quarantines,unavoidable casualties,concealed conditions,acts of any assets of Convergint to which this Agreement relates. civil or military authority,riot,insurrections,and civil disturbances,war,invasion,act of foreign enemies, Notices shall be in writing and addressed to the other party,in accordance with the names and addresses of the parties hostilities(regardless of whether or not war is declared),rebellion,revolution,terrorist activities,strikes, as shown above.All notices shall be effective upon receipt by the party to whom the notice was sent. In no event will lockouts or other labor disputes; embargoes; shortage or unavailability of labor, supplies, materials, Convergint be obligated to comply with any project labor agreements or other collective bargaining agreements equipment or systems,accident,fire,storm,water,flooding,negligence of others,vandalism,power failure, A waiver of the terms hereunder by one party to the other party shall not be effective unless in writing and signed by a installation of incompatible equipment,improper operating procedures,source current fluctuations or lighting, person with authority to commit the Customer and Convergint.No waiver by Customer or Convergint shall operate as a transportation contingencies,laws,statutes,regulations,and other legal requirements,orders orjudgements,acts continuous waiver,unless the written waiver specifically states that it is a continuous waiver of the terms stated in that or order of any government or agency or official thereof,other catastrophes or any other similar occurrences.If waiver.The Sections regarding invoicing, warranty, indemnity, and disputes shall survive the termination of this performance by either party is delayed due to Force Majeure,the time for performance shall be extended for a Agreement. period of time reasonably necessary to overcome the effect of the delay. Any services required by Convergint By signing this Agreement,the Customer acknowledges that it reviewed the Important Product Safety and Service due to reasons set forth in this Force Majeure Section shall be charged to Customer in addition to any amounts Information at https//www,convPr ini,c{ern/terms/ due under this Agreement. """" """"""""""'`" """"' SECTION 7.INSURANCE V3.0 04/25/2023 Page 1 of 1 Convergint Technologies DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 030421—CTL b �liu Solicitation Number: RFP #030421 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Convergint Technologies LLC, One Commerce Drive, Schaumburg, IL 60173 (Vendor). Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Sourcewell issued a public solicitation for Facility Security Systems, Equipment, and Software with Related Services from which Vendor was awarded a contract. Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell's cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. B. EXPIRATION DATE AND EXTENSION. This Contract expires April 22, 2025, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor. C. SURVIVAL OF TERMS. Articles 11 through 14 survive the expiration or cancellation of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Vendor's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. Rev. 10/2020 1 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 030421-CTL All Equipment and Products provided under this Contract must be new/current model. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in Vendor's product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity's site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY. Vendor warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Vendor warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Vendor offers a one- year warranty on labor and will pass through any manufacturer warranty to the Participating Entity. Vendor's dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer's warranty that is effective past the expiration of the Vendor's warranty will be passed on to the Participating Entity. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor's authorized dealers, distributors, and/or resellers relative to the Equipment, Products, and Services related to this Contract.This list may be updated from time-to-time and is incorporated into this Contract by reference. It is the Vendor's responsibility to ensure Sourcewell receives the most current version of this list. 3. PRICING All Equipment, Products, or Services under this Contract will be priced as stated in Vendor's Proposal. When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity's total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity's requested delivery location. Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities. Rev. 10/2020 2 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 030421-CTL Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity. C. HOT LIST PRICING. At anytime during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. 4. PRODUCT AND PRICING CHANGE REQUESTS Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator.This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must: • Identify the applicable Sourcewell contract number; • Clearly specify the requested change; • Provide sufficient detail to justify the requested change; • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and Rev. 10/2020 3 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 030421-CTL • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Request Form will become an amendment to this Contract and be incorporated by reference. S. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. Vendor reserves the right to contract through its Canadian entity, as applicable. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Participating Entity's use of this Contract is at the Participating Entity's sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Vendor's employees maybe required to perform work at government- owned facilities, including schools. Vendor's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT.To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically, a Participating Entity will issue an order directly to Vendor. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration of this Contract; however, Vendor performance, Rev. 10/2020 4 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 030421-CTL Participating Entity payment, and any applicable warranty periods or other Vendor or Participating Entity obligations may extend beyond the term of this Contract. Vendor's acceptable forms of payment are included in Attachment A. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Vendor, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entitles may require the use of a Participating Addendum; the terms of which will be worked out directly between the Participating Entity and the Vendor. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. Vendor will present additional terms related to the discovery, or suspected presence of, hazardous materials at the facility where services are to be performed, and not introduced to the site by Vendor, in the transaction documentation. C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Participating Entity and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased; 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity's requirements; or 3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Participating Entity. E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity's order will be determined by the Participating Entity making the purchase. Rev. 10/2020 5 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 030421-CTL 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: • Maintenance and management of this Contract; • Timely response to all Sourcewell and Participating Entity inquiries; and • Business reviews to Sourcewell and Participating Entities, if applicable. B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made). The Report must contain the following fields: • Customer Name (e.g., City of Staples Highway Department); • Customer Physical Street Address; • Customer City; • Customer State/Province; • Customer Zip Code; • Customer Contact Name; • Customer Contact Email Address; • Customer Contact Telephone Number; • Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description; • Item Purchased Price; • Sourcewell Administrative Fee Applied; and • Date Purchase was invoiced/sale was recognized as revenue by Vendor. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Vendor may not charge Participating Entities more than the contracted Rev. 10/2020 6 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 030421-CTL price to offset the Administrative Fee. The Vendor will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Vendor's name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above "Attn: Accounts Receivable" or remitted electronically to Sourcewell's banking institution per Sourcewell's Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter. Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Vendor's Authorized Representative is the person named in the Vendor's Proposal. If Vendor's Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing. 10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. B. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld. C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties. Rev. 10/2020 7 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 030421-CTL D. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it. E. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22, the terms of Articles 1-22 will govern. F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent. 11. LIABILITY Vendor must indemnify, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys' fees, arising out of the negligent act or omission in the performance of this Contract by the Vendor or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. To the fullest extent allowed by law, Vendor will not be liable for special, indirect, incidental, or consequential damages, including commercial loss, loss of use, or lost profits (whether as a direct or consequential damage) even it that party has been advised of the possibility of such damages. 12. GOVERNMENT DATA PRACTICES Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract. If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request. 13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: a. Sourcewell grants to Vendor a royalty-free, worldwide, non-exclusive right and license to use theTrademark(s) provided to Vendor by Sourcewell in advertising and Rev. 10/2020 8 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 030421-CTL promotional materials for the purpose of marketing Sourcewell's relationship with Vendor. b. Vendor grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Vendor's Trademarks in advertising and promotional materials for the purpose of marketing Vendor's relationship with Sourcewell. 2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to its and their respective distributors, marketing representatives, and agents (collectively "Permitted Sublicensees") in advertising and promotional materials for the purpose of marketing the Parties' relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees. 3. Use, Quolity Control. a. Sourcewell must not alter Vendor's Trademarks from the form provided by Vendor and must comply with Vendor's removal requests as to specific uses of its trademarks or logos. b. Vendor must not alter Sourcewell's Trademarks from the form provided by Sourcewell and must comply with Sourcewell's removal requests as to specific uses of its trademarks or logos. C. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party's Trademarks only in good faith and in a dignified manner consistent with such party's use of the Trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated. 4. As applicable Vendor, shall protect, defend, indemnify and hold harmless Sourcewell and its Participating Entities, and all others claiming under them from and against any and all actions, proceedings, claims, losses, demands, causes of action, liabilities, damages and expenses (including reasonable attorneys' fees) arising from or by reason of any actual or alleged infringement of any U.S. patent, copyright, trademark or other corresponding right, or any litigation based thereon, with respect to the equipment provided by Vendor, not in combination with any other products or services. This indemnification shall not apply to the extent the infringement is due to any special designs provided by Sourcewell or a Participating Entity, or changes, modifications or unique uses by Sourcewell or the Participating Entity. Sourcewell or the Participating Entity agrees upon receiving a request from Vendor after being put on notice of such claims, to allow Vendor to defend or settle any suit or controversy, and Vendor agrees to satisfy any judgment or settlement of such claims. If a court prohibits future use of any products or services because of an infringement, then Vendor shall have the option to procure the rights to use said products or services for Sourcewell or the Participating Entity from the complaining party or replace said products or services with non-infringing goods, or to refund the purchase price of said products or services to Sourcewell or the Participating Entity. The foregoing expresses Vendor's entire and exclusive warranty and liability and Sourcewell or a Participating Rev. 10/2020 9 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 030421-CTL Entity's exclusive remedy as to infringement and Vendor will not be liable for any damages whatsoever suffered by reason of any infringement claimed, except as provided herein. 5. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed catalog of vendors which may be used until the next printing). Vendor must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell's written directions. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract. D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services. 14. GOVERNING LAW,JURISDICTION, AND VENUE Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota. 15. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 16. SEVERABILITY If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed. Rev. 10/2020 10 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 030421-CTL 17. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management.The Vendor will have 30 calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed will be borne by the Vendor. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for damages. If the default remains after the opportunity for cure, the non-defaulting party may: • Exercise any remedy provided by law or equity, or • Terminate the Contract or any portion thereof, including any orders issued against the Contract. 18. INSURANCE A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better, with coverage and limits of insurance not less than the following: 1. Workers'Compensation and Employer's Liability. Workers' Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Rev. 10/2020 11 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 030421-CTL Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for Products-Completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers' Compensation, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 5. Network Security and Privacy Liability Insurance. During the term of this Contract, Vendor will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Vendor's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data —including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. Minimum limits: $2,000,000 per occurrence Rev. 10/2020 12 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 030421-CTL $2,000,000 annual aggregate Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract.The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Vendor's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Vendor, and products and completed operations of Vendor. The policy provision(s) or endorsements) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention. 19. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. Rev. 10/2020 13 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 030421-CTL B. LICENSES. Vendor must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Participating Entities. 20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing. Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may also require additional requirements based on specific funding specifications. Within this Article, all references to "federal" should be interpreted to mean the United States federal government. The following list only applies when a Participating Entity accesses Vendor's Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of"federally assisted construction contract" in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor."The equal opportunity clause is incorporated herein by reference. Rev. 10/2020 14 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 030421-CTL B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of$2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation.The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti-Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis-Bacon Act provisions. C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of$100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACTOR AGREEMENT. If the federal award meets the definition of"funding agreement" under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, Rev. 10/2020 15 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 030421-CTL developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. E. CLEAN AIR ACT(42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of$150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above. F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file any required certifications. Vendors must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. Rev. 10/2020 16 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 030421-CTL I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. J. BUY AMERICAN PROVISIONS COMPLIANCE.To the extent applicable, Vendor must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor's discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Vendor's personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 22. CANCELLATION Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon 60 days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor's Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. Rev. 10/2020 17 DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 030421-CTL Sourcewell Convergint Technologies LLC DocuSigned by: DocuSigned by: ELvc way S(6xv¢� iLU 6�t.afLs gy: COFD2A139D06489... By: 96467FCE70C248A... Jeremy Schwartz Mike Mathes Title: Chief Procurement Officer Title: Executive Vice President 4/20/2021 1 1:11 PM CDT 4/26/2021 1 12:52 PM PDT Date: Date: Approved: EDocuSigned by,gy: 7E42BSF817A64CC... Chad Coauette Title: Executive Director/CEO 4/26/2021 1 2:59 PM CDT Date: Rev. 10/2020 18 DocuSign Envelope ID: FBA4C2BO-223A-4F3D-9409-851 1 A6562E43 RFP 030421 - Facility Security Systems, Equipment, and Software with Related Services Vendor Details Company Name: Convergint Technologies LLC 4395 Nicole Drive Address: Lanham, MD 20706 Contact: Katelyn Wheeler Email: katelyn.wheeler@convergint.com Phone: 443-433-6815 HST#: 90-0881132 Submission Details Created On: Tuesday February 09,2021 10:20:16 Submitted On: Wednesday March 03, 2021 16:06:48 Submitted By: Katelyn Wheeler Email: katelyn.wheeler@convergint.com Transaction#: 373a272c-f41 a-48a8-bOfa-19da31f571 a6 Submitter's I Address: 47.35.172.137 ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ Bid Number: RFP 030421 Vendor Name: Convergint Technologies LLC DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 Specifications Table 1: Proposer Identity&Authorized Representatives General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Please do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; mark"NA" if the question does not apply to you (preferably with an explanation). Line Question Response* Item 1 Proposer Legal Name (and Convergint Technologies LLC applicable d/b/a, if any): 2 Proposer Address: One Commerce Drive, Schaumburg, Illinois 60173 3 Proposer website address: www.Convergint.com 4 Proposer's Authorized Mike Mathes Representative (name, title, Executive Vice President address, email address & phone) One Commerce Drive, Schaumburg, Illinois 60173 (The representative must have Email: mike.mathes@convergint.com authority to sign the "Proposer's Phone: 714-296-8120 Assurance of Compliance" on behalf of the Proposer and, in the event of award, will be expected to execute the resulting contract): 5 Proposer's primary contact for this Katelyn Wheeler proposal (name, title, address, Government Contracts Administrator email address & phone): 4395 Nicole Drive, Lanham, Maryland 20706 Email: katelyn.wheeler@convergint.com Phone: 443-433-6815 6 Proposer's other contacts for this Richard Shook proposal, if any (name, title, Senior Director of Business Development address, email address & phone): 4395 Nicole Drive, Lanham, Maryland 20706 Email: richard.shook@convergint.com Phone: 440-867-0111 Table 2: Company Information and Financial Strength Line Question Response* Item 7 Provide a brief history of your company, Convergint Technologies LLC (Convergent) is headquartered in Schaumburg, Illinois including your company's core values, and has 5,000+ colleagues globally. Founded in 2001, Convergint is an industry- business philosophy, and industry longevity leading global service-based systems integrator and the 2020 #1 Systems Integrator related to the requested equipment, products of the year by SDM Magazine for the Third Year in a Row. Our expertise and or services. strategic focus are to provide comprehensive design, installation, and service (maintenance) for integrated building systems, including electronic security, fire alarm, and life safety systems. We are the world's largest security systems integrator with over 19 years of experience and "lessons learned" supporting customers. From day one, delivering value through unparalleled customer service and consistent operational excellence has been foundational at Convergint. Please see attached "Convergent Response to Sourcewell RFP" for more details. 8 What are your company's expectations in the Convergint expects to continue our double-digit sales growth since the inception of event of an award? our original contract in 2017. Sourcewell quickly became our premier, go-to cooperative purchasing program based upon several unwavering foundational principles mutually exclusive to both of our organizations. We expect the following tenets to remain true to our founding values of quality and integrity: Our company's core values & beliefs Alignment of our vision & mission with the common theme of serving customers for life Serving and giving back to our communities Mutual goals in driving new sales and overall revenue growth Bid Number: RFP 030421 Vendor Name: Convergint Technologies LLC DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 9 Demonstrate your financial strength and Convergint's financial strength and stability are proven below with our December stability with meaningful data. This could 2020 balance sheet and our separately attached Convergint audited financials from include such items as financial statements, 2019. Please see attached "Convergent Response to Sourcewell RFP" for more SEC filings, credit and bond ratings, letters details. of credit, and detailed reference letters. Upload supporting documents (as applicable) in the document upload section of your response. 10 What is your US market share for the Convergint is the largest security systems integrator in the US. Due to many solutions that you are proposing? national and local integrators, anyone integrator's market share is less than 5%. Please see attached "Convergent Response to Sourcewell RFP" for more details.. 11 What is your Canadian market share for the Please see attached "Convergent Response to Sourcewell RFP" for details. solutions that you are proposing? 12 Has your business ever petitioned for No, Convergint has never petitioned for bankruptcy protection. bankruptcy protection? If so, explain in detail. 13 How is your organization best described: is Convergint is an integrator, a reseller, and a service provider. Convergint utilizes its it a manufacturer, a distributor/dealer/reseller, colleagues for all tasks associated with a project. However, if a project needs or a service provider? Answer whichever additional support, Convergint will utilize its Subcontractor workforce as needed. question (either a) or b) just below) best applies to your organization. a) If your company is best described as a distributor/dealer/reseller (or similar entity), provide your written authorization to act as a distributor/dealer/reseller for the manufacturer of the products proposed in this RFP. If applicable, is your dealer network independent or company owned? b) If your company is best described as a manufacturer or service provider, describe your relationship with your sales and service force and with your dealer network in delivering the products and services proposed in this RFP. Are these individuals your employees, or the employees of a third party? 14 If applicable, provide a detailed explanation Convergint complies with all national, state, and local license requirements and is outlining the licenses and certifications that certified for the products and services we provide (if the manufacturer offers are both required to be held, and actually certification). Convergint maintains required business licenses to perform our core held, by your organization (including third business functions (security and life safety products, installation, and maintenance) as parties and subcontractors that you use) in required by the various jurisdictions and geographical locations. We also maintain pursuit of the business contemplated by this licenses required to perform the categories of work in each jurisdiction; for example, RFP. many states now require that each field colleague be state-licensed to perform work on alarm systems (low voltage) and electrical licenses to perform commercial electrical work. Convergint carries and maintains certifications required to perform our duties. We carry man-lifts, specific manufacturer certifications for software and hardware platforms, and industry certifications such as ASIS Certified Protection Professional or various levels of NICET certification. 15 Provide all "Suspension or Debarment" Convergint has not had any suspensions or debarments applied to our organization information that has applied to your in the company's history. organization during the past ten years. Bid Number: RFP 030421 Vendor Name: Convergint Technologies LLC DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 Table 3: Industry Recognition & Marketplace Success Line Question Response* Item 16 Describe any relevant industry awards or Please see "Convergent Response to Sourcewell RFP" for full details. recognition that your company has received in the past five years 17 What percentage of your sales are to the Convergint's sales to the government sector are approximately 15% over the past governmental sector in the past three years three years and rising. 18 What percentage of your sales are to the Convergint's sales to the education sector are approximately 12% over the past education sector in the past three years three years and rising. 19 List any state, provincial, or cooperative Please see "Convergent Response to Sourcewell RFP" for full details. purchasing contracts that you hold. What is the annual sales volume for each of these contracts over the past three years? 20 List any GSA contracts or Standing Offers Convergint is no longer processing any new orders on its GSA Schedule 84 and Supply Arrangements (SOSA) that you Contract. SigNet Technologies is the Federal arm of Convergint that currently has a hold. What is the annual sales volume for GSA Schedule and is responsible for federal contracts. each of these contracts over the past three years? Table 4: References/Testimonials Line Item 21. Supply reference information from three customers who are eligible to be Sourcewell participating entities. Entity Name* Contact Name* Phone Number* Milwaukee County Airport, WI Judah Sambo-Mahekeya 414.747.3882 Maize ISD, KS Richard Bell 316.469.8029 Dallas Love Field Airport, TX Courtly Parker 214.670.5600 Table 5: Top Five Government or Education Customers Line Item 22. Provide a list of your top five government, education, or non-profit customers (entity name is optional), including entity type,the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three years. Entity Name Entity Type* State 1 Scope of Work* Size of Transactions* Dollar Volume Past Three Province* Years* Bid Number: RFP 030421 Vendor Name: Convergint Technologies LLC DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 Orange County Education Florida-FL In August 2016, Orange County 75+ projects with an $9.5M Public Schools Public Schools issued an RFP average order size of 1608-171 for Enterprise Video $125k Management System Integration where the video solution was not specified. Convergint proposed the Avigilon platform and was selected as the sole provider for video and access control design, installation, consultation, service, and support. Convergint ranked the highest in their RFP evaluation scoring rubric, presented to the School Board, and was subsequently awarded a five-year inclusive contract. Our contract with Orange County Public Schools includes a 10% MWBE and LDB goal requirement, and we include another 3% VBE performance which we meet and exceed with our teaming partners. Regular DBE progress reports are required of Convergint by the Schools. Convergint supports their access and video system of 5,000+ cameras at 130 schools and facilities. Broward Education Florida-FL In October 2017, Broward County 50+ projects with an $6.2M County School Public Schools issued an RFP average order size of District 18-124E requesting Avigilon $124k Video Surveillance and Security Services. After the competitive procurement process, Convergint ranked the highest in the RFP evaluation scoring rubric and was selected as the sole provider for video and access control design, installation, consultation, service and support, and embedded services district. BCPS presented to the School Board its evaluation criteria and awarded Convergint with a three- year contract with two optional years valued at approximately $10,000,000. Convergint's current contract with Broward County Public Schools includes a 15% disadvantaged business (DBE) goal requirement, which exceeds our current teaming partners. The BCPS requires Convergint to supply regular DBE reports regularly. As part of the partnership with BCPS, they have added to Convergint's contract an embedded service specialist who works full-time in their facilities. Bid Number: RFP 030421 Vendor Name: Convergint Technologies LLC DocuSign Envelope ID: FBA4C2BO-223A-4F3D-9409-851 1 A6562E43 City of Government California-CA Since 2017, the City of 1 large project at $3.5M $4.1 M Temecula Temecula has contracted with plus additional $600k work Convergint for the deployment and maintenance of a city-wide wired & wireless-based video surveillance comprised of 456 Genetec cameras, HPE-Nimble Storage, HPE Servers, Aruba Network Switch, VMWARE, Genetec — Security Center Video/Card Access/Intercom, and a Traffic Video Wall. Texas State Education Texas-TX Convergint has been contracted 85+ projects with an $3.2M University to install new CBORD access average order size of control solutions on new $36k construction projects, expand the CBORD system throughout the University through a series of retrofit projects, and install Panasonic Video and integrations campus as required. Convergint provides other technology and services, including EST Fire Alarm installation and Emergency Talk-A- Phone system additions and service. Convergint worked with the University to upgrade the Intrusion system at a specific campus location and currently holds the fire alarm inspection contract for the University's campus, including intrusion monitoring. San Government California-CA Since 2015, the San Bernardino 50+ projects with an $3.OM Bernardino Sheriffs Department has average order size of County contracted with Convergint to $60k install Genetec video surveillance at various Sheriff facilities. Our installation has included jails, headquarters, interview room system, and perimeter security cameras. Bid Number: RFP 030421 Vendor Name: Convergint Technologies LLC DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 Table 6: Ability to Sell and Deliver Service Describe your company's capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable. Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers (full-time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party), and any overlap between the sales and service functions. Line Question Response* Item 23 Sales force. Convergint has 275+ Account Executives and Sales colleagues in the US and Canada to market this contract to customers. 24 Dealer network or other distribution Convergint maintains strong relationships with hundreds of world leading technology methods. partners to provide customers with a choice of best-in-class solutions allowing us to provide cost-effective, customized, valued solutions and products to our customers. Instead of limiting Sourcewell and its members to one provider or one manufacturer, we promote non-proprietary systems enabling you to avoid sole source dependency while ensuring long-term system flexibility and maintaining cost-effectiveness. 25 Service force. Convergint has 110+ Convergint Technology Centers (CTCs) worldwide are open from 8 am - 5 pm local time. Emergency service requests can be called into any local office. If the call falls outside of regular business hours, then the call will be forwarded to our 24/7 call center to address the issue. Each CTC has a full team of installation and service technicians varying in numbers by CTC and region. Typically, there are between 2 to 100+ depending on the market's size. 26 Describe in detail the process and Convergint can coordinate, plan, evaluate, control, and schedule activities to meet procedure of your customer service contract deliverables. Our Service Manager can delegate the authority to make day-to- program, if applicable. Include your day operational decisions. The team can ensure that deliverables are prepared response-time capabilities and following the contract and meet all schedules outlined in the SOW. Please see commitments, as well as any incentives attached "Convergint Response to Sourcewell RFP" for more details. that help your providers meet your stated service goals or promises. 27 Describe your ability and willingness to We are the only fully capable team to provide the unique services that address provide your products and services to Sourcewell's specific needs and program requirements for this security contract Sourcewell participating entities in the because we provide key differentiators such as the following: Please see United States. attached "Convergint Response to Sourcewell RFP" for more details. 28 Describe your ability and willingness to Convergint Technologies LTD (our Canadian entity) is headquartered in Calgary, AB. provide your products and services to Convergint has 15 locations throughout Canada that offer sales and service Sourcewell participating entities in Canada. capabilities. We are the only fully capable team of over to provide the unique services that address Sourcewell's specific needs and program requirements for this security contract because we provide key differentiators such as the following: Please see attached "Convergint Response to Sourcewell RFP" for more details. 29 Identify any geographic areas of the United N/A — NOTE: Utilize contract in all of US and CAN States or Canada that you will NOT be fully serving through the proposed contract. 30 Identify any Sourcewell participating entity N/A — NOTE: Servicing all sectors with all services. No limitations. sectors (i.e., government, education, not-for- profit) that you will NOT be fully serving through the proposed contract. Explain in detail. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? 31 Define any specific contract requirements N/A or restrictions that would apply to our participating entities in Hawaii and Alaska and in US Territories. Bid Number: RFP 030421 Vendor Name: Convergint Technologies LLC DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 Table 7: Marketing Plan Line Question Response* Item 32 Describe your marketing strategy for A great marketing plan considers the customer's decision-making process and outlines the promoting this contract opportunity. most effective communication method or methods. Upload representative samples of your marketing materials (if applicable) in The Convergint Marketing Team, in conjunction with our Dedicated SLED Team, the document upload section of your successfully deployed a strategic marketing plan for our current Sourcewell contract that response. allowed for significant reach, visibility, and branding. Our plan to market this contract will have the luxury of building upon our current contract's success, coupled with the extensive reach and growth Convergint has experienced. Convergint's strategic marketing plan for this program is based upon the following principles: Please see attached Convergint Response to Sourcewell RFP" for complete details. 33 Describe your use of technology and Convergint's technology and digital data portion of our plan will consist of the following, digital data (e.g., social media, but not limited to, the following strategies: metadata usage) to enhance Updated co-branded press release through a digital marketing campaign on social marketing effectiveness. media; Linkedln, Twitter, Instagram, YouTube, etc. Outbound activity models leverage our Sales Development Reps (telemarketing), including email and appointment setting campaigns. Updated dedicated Sourcewell internet web-based homepage; points of contact, contract information and services offered, customer-specific value proposition, and marketing materials. Demand generation through Convergint specific customer forums and webinars specifically includes cooperative purchasing power, specifically highlighting our Sourcewell program. 34 In your view, what is Sourcewell's role Convergint will continue to work with Sourcewell and its members to maximize our in promoting contracts arising out of contract's growth mission. Our collective effort consists of having the following mutual this RFP? How will you integrate a goals: Sourcewell-awarded contract into your sales process? Co-authored marketing and branding — example: Convergint and Sourcewell partnering on strategic industry events and targeted trade associations. Industry-specific strategic initiatives with Convergint and Sourcewell joint business development — example: leveraging grants and funding programs with Sourcewell as the preferred procurement method. Joint legislative efforts to capture State Contract's leveraging Sourcewell as the Participating Addendum (PA) — example: Convergint's Louisiana State Contract with Sourcewell as the PA. Geographic expansion — example: Convergint and Sourcewell roll-out and implementation plan for Canada. Learning and development — example: Convergint's SLEDucation training program with a specific curriculum facilitated by Sourcewell. Customer meetings and pre-call sales planning — example: member agency research for spend history, number of contracts utilized, relationship alignment with the potential for Convergint/Sourcewell joint sales calls. Please see attached Convergint Response to Sourcewell RFP" for complete details. 35 Are your products or services No. available through an e-procurement ordering process? If so, describe your e-procurement system and how governmental and educational customers have used it. Table 8: Value-Added Attributes Line Question Response* Item Bid Number: RFP 030421 Vendor Name: Convergint Technologies LLC DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 36 Describe any product, equipment, Convergint provides multiple levels of training to participating entities. maintenance, or operator training programs that you offer to Ancillary Training - For operational training for low complexity systems such as alarm Sourcewell participating entities. system training showing how to arm/disarm an alarm system and add/delete user codes, it Include details, such as whether is usually free for one-on-one training at the time of installation. training is standard or optional, who provides training, and any Onsite Classroom Training — Onsite classroom training typically consists of a field specialist costs that apply. providing lightweight to mid-level complexity content in a classroom environment, potentially using the newly installed Video or Access Control system as the training tool. There is usually an hourly cost and training material cost. Platform Certification Training - This is training at the manufacturer's training facility or the customer site. It is typically taught by the manufacturer's dedicated training staff and provides the end-users with a certificate at the end of the course. This type of training may include travel, per-diem, training fees, PC rental, and documentation fees. 37 Describe any technological Convergint's partners play a significant role in the success of our organization. When advances that your proposed delivering complex projects for our customers, connect partners and subcontracting partners products or services offer. are just as crucial as product partners. Our core teams communicate effectively with all partners. Extensive knowledge gained from past project experience to continue to grow will be crucial for the delivery of future success. Please see attached "Convergent Response to Sourcewell RFP" for complete details. 38 Describe any "green" initiatives Convergint is dedicated to developing a company culture where leadership and that relate to your company or to individual colleagues are committed to "making responsible decisions" to ensure: your products or services, and include a list of the certifying 1. The health and safety of our colleagues, customers, business associates, and the agency for each. communities in which we operate. 2. The protection of our environment through responsible resource and waste management. 3. Sustainability by decision-making and company practices will integrate social, economic, and environmental considerations to meet present needs without compromising future generations' ability to meet their own needs. Convergint pledges to make continual, measurable improvements in our colleagues' health and safety and environmental aspects of our operations and services. Please see attached "Convergent Response to Sourcewell RFP" for complete details. 39 Identify any third-party issued eco- Please see attached "Convergent Response to Sourcewell RFP" for complete details. labels, ratings or certifications that your company has received for the equipment or products included in your Proposal related to energy efficiency or conservation, life-cycle design (cradle-to-cradle), or other green/sustainability factors. 40 Describe any Women or Minority Convergint is committed to diversity with our suppliers and has experienced the benefit of Business Entity (WMBE), Small working with locally owned businesses in the communities in which we operate. From Business Entity (SBE), or veteran Convergint's perspective, it is a win all the way around — For minority small businesses, for owned business certifications that our business, and for every community we are a part of. your company or hub partners We understand how difficult it can be for a small business with good people and service have obtained. Upload cultures to make connections within larger organizations. Convergint's Supplier Diversity documentation of certification (as Program was designed to make it easier for minority and small businesses to contact the applicable) in the document right people within any of our North American office locations. upload section of your response. At Convergint, we evaluate every potential minority supplier on the basis of meeting the following requirements. They must: Be a certified as a minority, women, or disabled, owned for-profit business enterprise which is at least 51% owned, operated, and controlled by United States citizens who belong to any of the following groups: Women, African American, Asian American, Hispanic American, Native American, or Disabled American Have a minimum 3-year business history Meet Above Average Quality Standards Demonstrate Excellence in Customer Service Offer Competitive Pricing on Your Goods and/or Services Provide Value-Added Products and/or Services Meet our Insurance & Indemnification Requirements Provide at Least Three (3) Customer References While we are not able to do business with every company that contacts us, we welcome the opportunity to build strong, rewarding relationships with high-quality, diverse suppliers and service providers in the communities that we live, work and play. Bid Number: RFP 030421 Vendor Name: Convergint Technologies LLC DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 41 What unique attributes does your Convergint is the only fully capable team to provide the unique services that address company, your products, or your Sourcewell's member's specific needs and program requirements for this security contract services offer to Sourcewell because we provide key differentiators such as the following: participating entities? What makes your proposed solutions unique in Convergint's Values & Beliefs — Living our company Values & Beliefs ensures that your industry as it applies to Sourcewell and its members are given care, respect, and commitment throughout the life of Sourcewell participating entities? our partnership. We encourage our colleagues to live our ten Values and Beliefs on a daily basis at home, work, and in their communities. Global Strength and Reach — Convergint operates 110+ locations with Dedicated Teams that are committed to your mission. Security Experts — Convergint colleagues possess Intimate knowledge and experience with security systems in the State and Local environment. Premier Security Systems Integrator — Convergint is the world's largest Lenel, Software House, and Avigilon Value Added Reseller (VAR). Convergint has also been the Axis Integrator of the Year 8 times over the past 12 years. We leverage our status as the largest independent security systems integrator to negotiate aggressive pricing from our manufacturers, which allows us to provide Sourcewell and its member's with exceptional value. Innovative Service Delivery — Convergint iCare© web-based portal promotes transparency, improves customer service, and reduces cost through operational efficiency improvement. iCare is a fully integrated tool connected to all aspects of the Convergint enterprise, from schedulers to technicians in the field. iCare successfully manages the efforts of 1,900+ Convergint employees on over 1,000 physical security systems engagements. Our Colleagues Love What They Do — Convergint is the fastest growing and leading security integrator because of our people. In a colleague survey, 97.5% of our colleagues believe that Convergint is a great company to work for, and 99.5% believe the future at Convergint is excellent. We have people that are experienced and enjoy working at our company. Table 9: Warranty/Performance Standards or Guarantees Describe in detail your manufacturer warranty program or performance standards or guarantees, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty or performance materials (if applicable) in the document upload section of your response in addition to responding to the questions below. Line Question Response* Item Bid Number: RFP 030421 Vendor Name: Convergint Technologies LLC DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 42 Do your warranties cover all products, parts, and Convergint provides the following warranty to the Customer: labor? As standard, for the period of one (1) year(s), commencing at the earlier of substantial completion of the Work, or first beneficial use, ("Warranty Period"): a. That Work performed under this Agreement will be of good quality b. That all equipment will be new unless otherwise required or permitted by this Agreement C. That the Work will be free from defects not inherent in the quality required or permitted d. That the Work will conform to the requirements of the project specification and the Master Services Agreement The Customer's sole remedy for any breach of this warranty is that Convergint shall remove, replace and/or repair at its own expense any defective or improper work, discovered within the Warranty Period, provided Convergint is notified in writing of any defect within the Warranty Period. Any equipment or products installed by Convergint in the course of performing the Work hereunder shall only carry such warranty as is provided by the manufacturer thereof, which Convergint hereby assigns to Customer without recourse to Convergint. Upon request of Customer, Convergint will use all reasonable efforts to assist Customer in enforcing any such third- party warranties. This warranty excludes remedy for damage or defect caused by abuse, modifications not executed by Convergint, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. NO FURTHER WARRANTIES OR GUARANTIES, EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO ANY GOODS OR SERVICES PROVIDED UNDER THIS AGREEMENT, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. The warranty may be void if any other Security Integrator or Third Party connects any devices to our network or hardware and/or changes the existing programming or configurations that are currently in place, and this proves to be the cause of a failure which is deemed irreparable. 43 Describe any performance or service standards or All Convergint installations include a standard warranty against all defects in guarantees that apply to your solutions (policies, material and workmanship for a period of one (1) year as well as the metrics, KPIs, response times, up-time guarantees, following services: etc.). Standard Product Warranty 2-5 Business Day Response A Convergint Customer Support Program (CSP) extends well beyond the standard coverage described above which includes the following service offerings as part of the Standard CSP Agreement: Preventative Maintenance Next Business Day Response iCare Manager Please see attached "Convergint Response to Sourcewell RFP" for full details. 44 Do your warranties impose usage restrictions or The warranty may be void if any other Security Integrator or Third Party other limitations that adversely affect coverage? connects any devices to our network or hardware and/or changes the existing programming or configurations currently in place, which proves to be the cause of a failure is deemed irreparable. 45 Do your warranties cover the expense of Yes. However, if upon arrival, it is determined that the repair was not under technicians' travel time and mileage to perform warranty, not a part supplied by Convergint, tampered with, etc. charges for warranty repairs? travel time and mileage will be chargeable. 46 Are there any geographic regions of the United No. We are able to provide certified technicians to perform warranty repairs States or Canada (as applicable) for which you throughout the United States and Canada. cannot provide a certified technician to perform warranty repairs? How will Sourcewell participating entities in these regions be provided service for warranty repair? Bid Number: RFP 030421 Vendor Name: Convergint Technologies LLC DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 47 Will you cover warranty service for items made by Any equipment or products installed by Convergint in the course of other manufacturers that are part of your proposal, performing the Work hereunder shall only carry such warranty as is provided or are these warranties issues typically passed on by the manufacturer thereof, which Convergint hereby assigns to Customer to the original equipment manufacturer? without recourse to Convergint. Upon request of Customer, Convergint will use all reasonable efforts to assist Customer in enforcing any such third- party warranties. This warranty excludes remedy for damage or defect caused by abuse, modifications not executed by Convergint, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. NO FURTHER WARRANTIES OR GUARANTIES, EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO ANY GOODS OR SERVICES PROVIDED UNDER THIS AGREEMENT, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. The warranty may be void if any other Security Integrator or Third Party connects any devices to our network or hardware and/or changes the existing programming or configurations that are currently in place, and this proves to be the cause of a failure which is deemed irreparable. 48 What are your proposed exchange and return Convergint does not manufacture or make any products. However, if a part programs and policies? that is ordered from a manufacturer is defective, an RMA (Return Material Authorization) would be created with that vendor. A replacement would be shipped out immediately. Then the faulty part would be shipped back to the manufacturer. Turnaround time varies from manufacturer to manufacturer. Returns are provided on a case-by-case basis and at the discretion of the local CTC. Exchanges are allowable at the discretion of the local CTC. 49 Describe any service contract options for the Convergint encourages customers to participate in Customer Support items included in your proposal. Programs (CSPs). CSPs are service programs that give extended coverage to equipment, reducing unforeseen costs related to maintenance and replacement. These cost savings are ultimately passed on to our customers. Table 10: Payment Terms and Financing Options Line Question Response* Item 50 What are your payment terms (e.g., net 10, net 30)? Net 30 Convergint may opt to invoice for a portion of the award based on the percentage of work completed and/or a Schedule of Values (Progress Billing). Convergint may opt to invoice start-up costs incurred to perform under the contract (Mobilization Billing) promptly. 51 Do you provide leasing or financing options, especially Yes, Convergint works with leasing programs that are specifically those options that schools and governmental entities may designed for public entities and their legal requirements, such as need to use in order to make certain acquisitions? National Cooperative Leasing (NCL), a Sourcewell awarded leasing contract. We understand the need for these leasing programs when the total project cost doesn't fit into the customer's budget, just the annual lease payments, which usually multiply purchasing power by 3 to 5 times. 52 Briefly describe your proposed order process. Include Convergint has a dedicated Contract Vehicle Team for the enough detail to support your ability to report quarterly Cooperate Contracts such as Sourcewell. The Convergint Contract sales to Sourcewell as described in the Contract template. Vehicle Team reviews all proposals and service work that leverage For example, indicate whether your dealer network is our Sourcewell contract. The review process ensures that all work is included in your response and whether each dealer (or captured and reported on a timely basis. Detailed records are kept some other entity) will process the Sourcewell participating and followed up on regularly to ensure this as well. entities' purchase orders. Convergint currently reports on numerous contracts, including Sourcewell, on a monthly and quarterly basis. This contract's reporting will reside with the other contract reporting deliverables held by our National Contracts Administrator, Katelyn Wheeler. To date, Convergint has never submitted a monthly/quarterly sales report late. 53 Do you accept the P-card procurement and payment Yes, Convergint does accept P-card and/or credit card as payment. process? If so, is there any additional cost to Sourcewell There is an additional 2.5% fee for P-card and credit card orders. participating entities for using this process? Bid Number: RFP 030421 Vendor Name: Convergint Technologies LLC DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 Table 11: Pricing and Delivery Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as desribed in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form. Line Question Response* Item 54 Describe your pricing model (e.g., line-item discounts or Convergint proposed pricing model for the US is based online-item product-category discounts). Provide detailed pricing data discounts. Please refer to the attachments (including standard or list pricing and the Sourcewell named "Sourcewell_Proprietary Catalog - Re-Bid Pricing" discounted price) on all of the items that you want and "Sourcewell—Public Catalog - Re-Bid Pricing" for detailed Sourcewell to consider as part of your RFP response. If pricing data. applicable, provide a SKU for each item in your proposal. Upload your pricing materials (if applicable) in the Convergint proposed pricing model for Canada is based online-item document upload section of your response. discounts. Please refer to the attachment named "Sourcewell—Canadian Catalog - Re-Bid Pricing" for detailed pricing data. Please Note: Prevailing Wages are excluded but will be priced where required at an increase not to exceed 25%. Union Rates are not included but will be priced where required at an increase not to exceed 25%. 55 Quantify the pricing discount represented by the pricing Convergint will be providing a percentage discount from MSRP in proposal in this response. For example, if the pricing in the pricing proposal of up to 50.02%. your response represents a percentage discount from MSRP or list, state the percentage or percentage range. 56 Describe any quantity or volume discounts or rebate Convergint's volume discounts are determined on a case-by-case programs that you offer. basis. Convergint does not offer any rebate programs. 57 Propose a method of facilitating "sourced" products or Convergint has identified for projects, comprehensive service related services, which may be referred to as "open agreements, equipment box sales, and the like, "Sourced" or "Open market" items or "nonstandard options". For example, you Market" items will be priced at the quote level. In the case of may supply such items "at cost" or "at cost plus a service work and Time and Material (T&M) CSPs, "Sourced" or percentage," or you may supply a quote for each such Open Market" items are supplied at cost plus a percentage request. (percentages vary). For T&M service work, Trip/Truck Charges are considered "Sourced" or Open Market." 58 Identify any element of the total cost of acquisition that is Convergint's catalog pricing does not include freight, shipping, and NOT included in the pricing submitted with your response. handling, pre-delivery inspection, installation, set up, mandatory This includes all additional charges associated with a training, or initial inspection. purchase that are not directly identified as freight or shipping charges. For example, list costs for items like pre- delivery inspection, installation, set up, mandatory training, or initial inspection. Identify any parties that impose such costs and their relationship to the Proposer. 59 If freight, delivery, or shipping is an additional cost to the Convergint has identified for projects, comprehensive service Sourcewell participating entity, describe in detail the agreements, equipment box sales, and the like, freight, delivery, or complete freight, shipping, and delivery program. shipping will be priced at the quote level. In the case of service work and Time and Material (T&M), CSPs, freight, delivery, or shipping items are supplied at cost plus a percentage (percentages vary). 60 Specifically describe freight, shipping, and delivery terms or Convergint has identified for projects, comprehensive service programs available for Alaska, Hawaii, Canada, or any agreements, equipment box sales, and the like, freight, delivery, or offshore delivery. shipping will be priced at the quote level. In the case of service work and Time and Material (T&M), CSPs, freight, delivery, or shipping items are supplied at cost plus a percentage (percentages vary). 61 Describe any unique distribution and/or delivery methods or Convergint can provide a potential option. If the delivery site is options offered in your proposal. close to the ordering CTC, in-person delivery options may be available. The CTC will make that determination at the time an order is placed. Bid Number: RFP 030421 Vendor Name: Convergint Technologies LLC DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 Table 12: Pricing Offered Line The Pricing Offered in this Proposal is:* Comments Item 62 c.better than the Proposer typically offers to GPOs,cooperative procurement organizations,or state purchasing departments. Table 13: Audit and Administrative Fee Line Question Response* Item 63 Specifically describe any self-audit process or program that you Convergint has a strict compliance policy that ensures that plan to employ to verify compliance with your proposed Contract all proposals are reviewed for compliance prior to with Sourcewell. This process includes ensuring that Sourcewell submission to the customer. Each proposal is tracked, and participating entities obtain the proper pricing, that the Vendor each quarter, the Convergint Contract Vehicle Team conducts reports all sales under the Contract each quarter, and that the an internal self-audit to ensure that all awards are reported, Vendor remits the proper administrative fee to Sourcewell. and all proposals are reviewed. 64 Identify a proposed administrative fee that you will pay to Convergint is proposing a 1% per-unit administrative fee. Sourcewell for facilitating, managing, and promoting the Sourcewell Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor's sales under the Contract or as a per-unit fee; it is not a line-item addition to the Member's cost of goods. (See the RFP and template Contract for additional details.) Table 14A: Depth and Breadth of Offered Equipment Products and Services Line Question Response* Item 65 Provide a detailed description of the Convergint designs, installs, and services seamlessly integrated electronic security equipment, products, and services that you solutions for commercial, industrial, and government clients. Serving single-site are offering in your proposal. customers and those with a global multi-site footprint, Convergint will design a solution to meet the customers' current needs and provide for future growth plans. Please see attached "Convergent Response to Sourcewell RFP" for full details of our Security and Fire product solutions we offer along with our product partners. 66 Within this RFP category there may be Please see question 65 for full details. subcategories of solutions. List subcategory titles that best describe your products and services. Bid Number: RFP 030421 Vendor Name: Convergint Technologies LLC DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 Table 14B: Depth and Breadth of Offered Equipment Products and Services Indicate below if the listed types or classes of equipment, products, and services are offered within your proposal. Provide additional comments in the text box provided, as necessary. Line Category or Type Offered* Comments Item 67 Alarm, alert, and signal r: Yes N/A systems r No 68 Building security r. Yes N/A automation and r No integration, lighting control, and occupancy detection solutions 69 Fire detection, sprinkler r: Yes N/A and suppression systems r No 70 Intrusion and breach r: Yes N/A prevention and detection r No solutions 71 Glass and window r: Yes N/A security, armor, and r No ballistic applications and solutions 72 Closed circuit television r: Yes N/A (CCTV), surveillance, and r No recording solutions 73 Facility and parking r: Yes N/A access control solutions r` No 74 Artificial Intelligence (AI) r: Yes N/A and robotic surveillance r No solutions 75 Facial recognition and r: Yes N/A thermal screening solutions r' No 76 Training, consultative, r: Yes N/A monitoring, and r No administrative or technical support services, and supplies Bid Number: RFP 030421 Vendor Name: Convergint Technologies LLC DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 Table 15: Industry Specific Questions Line Question Response* Item 77 If you are awarded a contract, provide a Please see attached"Convergint Response to Sourcewell RFP"for full details on few examples of internal metrics that will the metrics we track. be tracked to measure whether you are having success with the contract. 78 Describe any safeguards included in your Please see attached"Convergint Response to Sourcewell RFP"for full details. proposed solutions that protect participating entities'sensitive information. 79 Explain your organization's approach to Please see attached"Convergint Response to Sourcewell RFP"for full details. cyber security as it relates to your proposed solutions. 80 Describe how emerging technologies are At Convergint, innovation is essential.We have a strategy around staying ahead of or will be incorporated in your proposed the emerging technologies and we are continually working on our innovation solutions. approach outlined in the graphic below. Convergint currently drives advances in technology through Innovation. Including Digital Transformation, Customers,Alliances, Products, Services, and Processes,just to name a few.As identified above, Convergint added four(4)new partners to the offers we provide in this proposal compared to our current contract with Sourcewell. Please see attached"Convergint Response to Sourcewell RFP"for full details 81 Explain how your organization has The Convergint Pandemic Response Plan("CPRP")for COVID-19 outlines how adapted to provide effective service during Convergint maintains business continuity during global health crises. Convergint's the ongoing COVID-19 pandemic. response is guided by the relevant advisories issued by the Center for Disease Control (CDC)and other public health agencies. Convergint will continue to have an active discussion with our product partners regarding any impacts COVID-19 may have on the manufacturing,shipping,and delivery,which could impact Convergint's ability to provide service to our customers. We are fortunate to work with a wide range of product partners and distribution channel partners that are also maintaining options to maintain a steady supply of products.We encourage our customers to continue engaging with their account representatives on the latest developments. This response plan has the following goals: • Minimize health risk to colleagues • Minimize the risk of premises becoming anode of transmission • Ensure plans are in place for colleagues quarantined or infected •Ensure alternative arrangements with suppliers and customers so that business operations can continue Please see attached"Convergint Response to Sourcewell RFP"for full details. Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text. Bid Number: RFP 030421 Vendor Name: Convergint Technologies LLC DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 Proposer's Affidavit PROPOSER AFFIDAVIT AND ASSURANCE OF COMPLIANCE I certify that I am the authorized representative of the Proposer submitting the foregoing Proposal with the legal authority to bind the Proposer to this Affidavit and Assurance of Compliance: 1. The Proposer is submitting this Proposal under its full and complete legal name, and the Proposer legally exists in good standing in the jurisdiction of its residence. 2. The Proposer warrants that the information provided in this Proposal is true, correct, and reliable for purposes of evaluation for contract award. 3. The Proposer, including any person assisting with the creation of this Proposal, has arrived at this Proposal independently and the Proposal has been created without colluding with any other person, company, or parties that have or will submit a proposal under this solicitation; and the Proposal has in all respects been created fairly without any fraud or dishonesty. The Proposer has not directly or indirectly entered into any agreement or arrangement with any person or business in an effort to influence any part of this solicitation or operations of a resulting contract; and the Proposer has not taken any action in restraint of free trade or competitiveness in connection with this solicitation. Additionally, if Proposer has worked with a consultant on the Proposal, the consultant(an individual or a company) has not assisted any other entity that has submitted or will submit a proposal for this solicitation. 4. To the best of its knowledge and belief, and except as otherwise disclosed in the Proposal, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest. An organizational conflict of interest exists when a vendor has an unfair competitive advantage or the vendor's objectivity in performing the contract is, or might be, impaired. 5. The contents of the Proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or legally authorized agent of the Proposer and will not be communicated to any such persons prior to Due Date of this solicitation. 6. If awarded a contract, the Proposer will provide to Sourcewell Participating Entities the equipment, products, and services in accordance with the terms, conditions, and scope of a resulting contract. 7. The Proposer possesses, or will possess before delivering any equipment, products, or services, all applicable licenses or certifications necessary to deliver such equipment, products, or services under any resulting contract. 8. The Proposer agrees to deliver equipment, products, and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first-quality products and related services to Sourcewell Members under an awarded Contract. 9. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders. 10. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or"nonpublic," etc.), either substantially or in their entirety. Under Minnesota Statutes Section 13.591, subdivision 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals become public data. Minnesota Statutes Section 13.37 permits only certain narrowly defined data to be considered a"trade secret," and thus nonpublic data under Minnesota's Data Practices Act. 11. Proposer its employees, agents, and subcontractors are not: a. Included on the"Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at:h:tt.ps.ffwww..tre.a_s_urv.govfofac/downloads/sdniist.pdf; b. Included on the government-wide exclusions lists in the United States System for Award Management found at: https:ffsam.govfSAMf; or Bid Number: RFP 030421 Vendor Name: Convergint Technologies LLC DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 c. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this solicitation. ry By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Katelyn Wheeler, Government Contracts Administrator, Convergint Technologies LLC The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid. r Yes r No The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document. Check the box in the column"I have reviewed this addendum" below to acknowledge each of the addenda. II Ihave ireviiewed the File Name bellow addenduini and pages attachinients(IV applicable) Addend um_8_Facility_Security_RFP_030421 r 4 Thu February 25 2021 04:41 PM Addend um_7_Facility_Security_RFP_030421 r. 2 Wed February 24 2021 01:48 PM Addend um_6_Facility_Security_RFP_030421 r. 2 Thu February 18 2021 12:56 PM Addend um_5_Facility_Security_RFP_030421 r 1 Wed February 10 2021 04:31 PM Addendum_4_Facility_Security_RFP_030421 R 1 Thu February 4 2021 03:25 PM Addend um_3_Facility_Security_RFP_030421 r7 1 Tue February 2 2021 02:17 PM Addendum_2_Facility_Security_RFP_030421 r7 1 Thu January 28 2021 01:03 PM Addendum_1_Facility_Security_RFP_030421 1 Tue January 19 2021 12:31 PM Bid Number: RFP 030421 Vendor Name: Convergint Technologies LLC DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 Purchasing Department City of Pearland 281.652.1775 ebids(a)pearlandtx.gov 3519 Liberty Drive Pearland, TX 77581 Contractor Insurance Requirements & Agreement Contractors performing work on City property or public right-of-way for the City of Pearland shall provide the City a certificate of insurance or a copy of their insurance policy(s) evidencing the coverages and coverage provisions identified herein. Contractors shall provide the City evidence that all subcontractors performing work on the project have the same types and amounts of coverages as required herein or that the subcontractors are included under the contractor's policy. All insurance companies and coverages must be authorized by the Texas Department of Insurance to transact business in the State of Texas and must be acceptable to the City of Pearland. Listed below are the types and amounts of insurances required. The City reserves the right to amend or require additional types and amounts of coverages or provisions depending on the nature of the work. TYPE OF INSURANCE AMOUNT OF INSURANCE PROVISIONS 1. Workers' Compensation Statutory Limits For WC, CGL, and BAL, the City is Employers' Liability (WC) $1,000,000 per occurrence to be provided a WAIVER OF SUBROGATION. 2. Commercial General (Public) Personal Injury- $1,000,000 per CGL and BAL, City to be listed as Liability (CGL)to include coverage person; Property Damage- additional insured and provided 30- for: $1,000,000 per occurrence; day notice of cancellation or material a) Premises/Operations General Aggregate - $2,000,000 change in coverage. b) Products/Completed Operations WC, CGL and BAL, City shall be c) Independent Contractors provided 30-day notice of d) Personal Injury cancellation or material change in e) Contractual Liability coverage. 3. Business Auto Liability (BAL)to Combined Single Limit- include coverage for: $1,000,000 CGL will include a non-contributory a) Owned/Leased vehicles addendum. b) Non-owned vehicles c) Hired vehicles If the contract involves a professional service,the contractor will also be required to provide the City with professional liability insurance in an amount of at least$1,000,000. Certificate of Insurance forms may be emailed to: Purchasing Department at ebidsapearlandtx.gov. Questions regarding required insurance should be directed to City of Pearland Purchasing Department, at ebidsa.Pearlandtx.aov. This form must be signed and returned with your bid/quotation.You are stating that you do have the required insurance and if selected to perform work for the City, will provide a certificate of insurance, and a copy of insurance policy with the above requirements to the City. A purchase order will not be issued without evidence of required insurance. Agreement I agree to provide the above described insurance coverages within 10 working days if selected to perform work for the City of Pearland. I also agree to provide the City evidence of insurance coverage on any and all subcontractors performing work on the pr�o1 ect. 102023-190; Sourcewell RFP #030421 Project/Bid# Company: Conner int Technologies Signature and Printed Name: Digitally slg-d by-h-1l Huffinen DN C"US E+nlobeel.buffinen@con g Michael Huffman sergnt.DUSrAeoent xen .DNnbae Dato:2g23-18 12:17:59-gSgP DocuSign Envelope ID: FBA4C2B0-223A-4F3D-9409-8511A6562E43 ............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ ATTACHMENT D —WARRANTY Items or services shall conform to the proposed specifications and all warranties as stated in the Uniform Commercial Code and be free from all defects in material, workmanship and title. 4250 N. Sam Houston Pkwy E. Suite 180, Houston, Texas 77032 Phone 832-327-3700 Mobile 832-524-6024 michael.huffman@convergint.com July 7, 2023 City of Pearland Quotation: MH03479831P Kirby Water Site RFP#: , License/Cert Sourcewell Contract # 030421-CTL Attention: Julian Kellu Reference: Kirby Water Site Convergint is pleased to provide this proposal for consideration. This proposal remains firm for a period of forty-five (45) days from the proposal date. Convergint payment terms are net 30 days. Project Overview Provide and install an access control system and video surveillance system made up of the following: Front Gate Dual Card Reader Pedestal Long Range Tag Reader System Standard Card Reader Building Standard card reader Door strike & Door contacts Two corner mount outdoor multi-sensor cameras System description and scope of work Please refer to the equipment list of materials within this proposal for detailed information ) Convergint will furnish and install the following equipment DocuSign Envelope ID: 22AE8DE9-43D1-49CA-A4A5-5E85DAAB73F3 Materials Line Qty Part Description Unit Price Extended Price 1 Sourcewell - Contract-030421-CTL 2 List Pricing 3 Control Panel & Accessories 4 1.00 SY- CLOUDLIN K-G2 Synergis™ Cloud Link with 4GB of RAM, 16GB Flash, second generation, installed with Synergis™ access control firmware, four RS-485 ports, PoE. $ 1,263.51 $ 1,263.51 5 1.00 SY-LP1502 Mercury Intelligent Controller, Linux Based, 8In/4Out/2Rd (Software Connections included) $ 1,504.81 $ 1,504.81 6 1.00 SY-MR52- S3 Mercury MR52 2-reader interface module Series 3 (8 inputs, 6 relays, PCB only, software connections included) $ 703.03 $ 703.03 7 1.00 AQS2410 AQS241010AMP, 24VDCBOXED POWER SUPPLY $ 298.51 $ 298.51 8 Tag Reader 9 1.00 AH- LR2000BU LONG RANGE READER - BEIGE $ 2,067.12 $ 2,067.12 10 1.00 AH- LRMB00 MOUNTING BRACKET FOR LRREADERS $ 85.70 $ 85.70 11 Door strike 12 1.00 5200- 12/24D-630 5200-12/24D-630HORIZONTAL ADJUST,FSE/FS,3/4KNO FP 10590401 $ 141.75 $ 141.75 13 REX Motion to shunt door switch 14 1.00 DS160 REQUEST TO EXIT PIRLIGHT GREY $ 78.92 $ 78.92 15 Standard Card Reader 16 2.00 920PTNNE K00000 RDR, RP40, MULTICLASS, SE E, LF STD, HF STD/SIO/SEOS, WIEG, PIG, BLK, STD-1, LED RED, FLSH GRN, BZR ON, CSN 32-BIT MSB, IPM OFF $ 317.53 $ 635.06 17 Outdoor multi-sensor cameras and IP camera licenses 18 2.00 02218-001 AXIS P3727-PLE Panoramic Camera offers 4x2 MP with 360 IR coverage. It lets you easily cover four different areas with a single camera, around the clock and even in challenging lighting. Youll be able to count on both high-quality overviews and detaile $ 1,281.56 $ 2,563.12 19 2.00 5507-641 AXIS T91H61 Wall Mount is designed with a built-in RJ45 cable and connectionto, and spacious compartment for connectivity accessories such as midspans and media converters. The wall mount is impact-resistant (IK10) and weather-resistant (IP66, NEMA 4X) f $ 166.25 $ 332.50 DocuSign Envelope ID: 22AE8DE9-43D1-49CA-A4A5-5E85DAAB73F3 Line Qty Part Description Unit Price Extended Price 20 2.00 01513-001 AXIS T94N01D Pendant Kit comprises a weathershield and a mounting adapter for AXIS P3717-PLE Network Camera. The mounting adapter is compatible with 1.5-inch NPS thread. The kit enables AXIS P3717-PLE to be mounted on walls, poles, parapets and outer cor $ 84.55 $ 169.10 21 2.00 5017-641 Corner Bracket that is compatible with several wall mounts: AXIS T91B61 Wall Mount, AXIS T91D61 Wall Mount 1.5 NPS, AXIS T91G61 Wall Mount, AXIS T91H61 Wall Mount, AXIS T91L61 Wall-and-Pole Mount. These wall mounts in turn are compatible with AXIS P55- $ 75.05 $ 150.10 22 2.00 MIL- XPCODL XPROTECT CORPORATE DEVICE CHANNEL LICENS $ 312.55 $ 625.10 23 2.00 MIL- YXPCODL R Care Plus FOR XPCODL DEVICE CHANNEL $ 57.00 $ 114.00 24 Cabling 25 2.00 714510VN Q 18-08 OAS STR DB TC Quad -Blk Jkt $ 1,162.01 $ 2,324.02 26 1.00 556609 23-4P Unshielded Solid Plenum Cat6 Blu Jkt $ 413.60 $ 413.60 27 Open Market Items 28 Card reader pedestal & accessories 29 1.00 PM-729CIN 72 PEDSTL INGRD MNT STL BLK $ 199.99 $ 199.99 30 1.00 AH- PS1233A POWER SUPPLY FOR LR READER 12 $ 63.06 $ 63.06 31 1.00 PM- SQUO2787 OMNI-4W5T-BLK 7 $ 244.98 $ 244.98 32 1.00 PM- CSABP0505 BFFR PLATE TYP CRD RDR-STYLE $ 86.65 $ 86.65 33 Panel Enclosure 34 1.00 CON24241 0RC 24X24X10 - Panel Enclosure $ 583.33 $ 583.33 35 Door contact 36 1.00 4400 INDUSTRIAL SWITCH SET WITH36 JACKETED $ 34.52 $ 34.52 37 Underground conduit 38 2.00 Conduit / backboxes-3 Conduit / back boxes / clamps / ETC $ 428.57 $ 857.14 39 Labor is quoted Sourcewell - Contract -030421-CTL Equipment Total $ 15,539.62 Total Labor/Other Costs $ 13,288.34 Freight/Warranty $ 1,148.04 Tax if Applicable $ 0.00 Total Project Price $ 29,976.00 DocuSign Envelope ID: 22AE8DE9-43D1-49CA-A4A5-5E85DAAB73F3 Clarifications and Exclusion 1. All pricing is in accordance with Sourcewell cooperative purchasing contract – Contract # 030412-CTL 2. The access control system and video surveillance systems will be tied into the City of Pearland existing system. 3. All work proposed herein, shall be performed during normal business hours Monday through Friday 8:00 am - 5:00 pm. 4. Low voltage wiring will be burial rated cabling for underground purposes. 5. A new dual card reader pedestal will be installed in the same place as the existing keypad gate reader pedestal. City of Pearland will need to remove the existing pedestal. 6. All underground cable / conduit from the gate back to the building is included in the cost. 7. Customer to provide (4) static IP addresses and (4) network connections at panel locations. 8. Twenty-Five percent (25%) of the proposed sell price shall be payable to Convergint for project mobilization. Mobilization shall be invoiced and due upon customer acceptance of this proposal. 9. Proposal does not include sales tax unless otherwise noted. 10. Anything in the Contract Documents notwithstanding, in no event shall either Contractor or Subcontractor be liable for special, indirect, incidental or conseq uential damages, including commercial loss, loss of use, or lost profits, even if either party has been advised of the possibility of such damages. 11. Convergint reserves the right to negotiate mutually acceptable contract terms and conditions with customer by making mutually agreeable changes to the formal contract included in the Bid Documents. 12. Customer acknowledges that supply-chain and shipping difficulties may result in unavoidable delays in deliveries of materials despite timely placement of orders and efforts by Convergint and its suppliers to avoid such delays. Customer agrees to provide Convergint with reasonable extensions of time to the extent of any such delays and Convergint agrees to make reasonable efforts to avoid or minimize such delays. Customer further acknowledges that the above-referenced supply-chain and shipping difficulties may result in unanticipated increases to Convergint’s proposal pricing on products covered by this quote or any resulting agreement and that such increases may occur between the time this quote is provided, or any resulting contract is executed and the time when Convergint actually purchases the products covered by this quote or a resulting agreement. Customer agrees that it will pay any such increase in Convergint’s initial pricing of obtaining the products above the proposal pricing upon which the quote or agreement was based, by change order or otherwise, and Convergint agrees that it shall make commercially reasonable efforts to minimize any such increase. DocuSign Envelope ID: 22AE8DE9-43D1-49CA-A4A5-5E85DAAB73F3 Performance Items Items Included Freight (prepaid) Installation of CCTV Cameras Installation of Low Voltage Wire Installation of Network Cabling to Card Readers Material (listed in the BOM) Mounting/Termination of Proposed Devices One-Year Warranty on Labor One-Year Warranty on Parts Owner to Provide Static IP Addresses Servers by Others System is Design-Build System Meets Plans/Drawings System Programming Testing of all Proposed Devices DocuSign Envelope ID: 22AE8DE9-43D1-49CA-A4A5-5E85DAAB73F3 Total Project Investment: $ 29,976.00 Thank you for considering for your Security needs. If you have any questions or would like additional information, please don't hesitate to contact me immediately. If you would like to proceed with the scope of work as outlined in this proposal, please sign below and return to my attention. Sincerely, Michael Huffman Convergint Michael Huffman By signing below, I accept this proposal and agree to the Terms and Conditions contained herein Julian Kelly July 7, 2023 Customer Name (Printed) Date Authorized Signature Title DocuSign Envelope ID: 22AE8DE9-43D1-49CA-A4A5-5E85DAAB73F3 City Manager Convergint Technologies’ Install Terms & Conditions Version 1.12 June 2020 Convergint Technologies Install Terms and Conditions Throughout this Installation Proposal, the term, “Convergint” refers to the Convergint Technologies affiliate operating in the state/province in which the work is being performed. SECTION 1. THE WORK This Installation Proposal takes precedence over and supersedes any and all prior proposals, correspondence, and oral agreements or representations relating to the work set forth in the attached scope of work (“Work”). This Installation Proposal commences on the Start Date as specified in the attached scope of work and represents the entire agreement between Convergint and Customer (the “Agreement”). In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force. Convergint agrees in accordance with the mutually agreed project schedule: a. To submit shop drawings, product data, samples and similar submittals if required in performing the Work; b. To pay for all labor, materials, equipment, tools, supervision, programming, testing, startup and documentation required to perform the Work in accordance with the Agreement; c. Secure and pay for permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work, unless local regulations provide otherwise; and d. Hire subcontractors and order material to perform part of the Work, if necessary, while remaining responsible for the completion of theWork. Customer agrees in accordance with the mutually agreed project schedule, and at no cost to Convergint: a. To promptly approve submittals provided by Convergint; b. To provide access to all areas of the facility which are necessary to complete the Work; c. To supply suitable electrical service as required by Convergint;and d. That in the event of any emergency or systems failure, reasonable safety precautions will be taken by Customer to protect life and property during the period of time from when Convergint is first notified of the emergency or failure and until such time that Convergint notifies the Customer that the systems are operational or that the emergency has cleared. No monitoring services are included in the Work. Any such services shall be governed by a separate agreement. Title to the Work, including any materials comprising the Work, shall pass to Customer as the Work is completed and the materials are incorporated into the Work at Customer's site. If materials are earlier stored on Customer's site pursuant to agreement between Customer and Convergint, title with respect to such materials shall pass to Customer upon delivery to Customer site. SECTION 2. PRICING Pricing and amounts proposed shall remain valid for 30 days unless otherwise specified. Price includes only the material listed based on Convergint’s interpretation of plans and specifications unless noted otherwise. Additional equipment, unless negotiated prior to order placement, will be billed accordingly. Sales taxes, (and in Canada GST/PST) and any other taxes assessed on Customer shall be added to the price upon invoice to Customer. SECTION 3. INVOICE REMITTANCE AND PAYMENT If the Work is performed over more than a month, Convergint will invoice Customer each month for the Work performed during the previous month. Customer agrees to pay the amount due to Convergint as invoiced, within thirty (30) days of the date of such invoice. If the Work is completed in less than one month, Customer agrees to pay Convergint in full after the Work has been performed within thirty (30) days of the date of being invoiced. Invoices shall not include or be subject to a project retention percentage. If Customer is overdue in any payment to Convergint, Convergint shall be entitled to suspend the Work until paid, and charge Customer an interest rate 1 and 1/2% percent per month, (or the maximum rate permitted by law, whichever is less), and may avail itself of any other legal or equitable remedy. Customer shall reimburse Convergint costs incurred in collecting any amounts that become overdue, including attorney fees, court costs and any other reasonable expenditure. SECTION 4. WARRANTY Convergint provides the following SOLE AND EXCLUSIVE warranty to the Customer: For the period of one (1) year, commencing at the earlier of substantial completion of the Work, or first beneficial use, (“Warranty Period”): a. That Work performed under this Agreement will be ofgood quality; b. That all equipment will be new unless otherwise required or permitted by this Agreement; c. That the Work will be free from defects not inherent in the quality required or permitted; and d. That the Work will conform to the requirements ofthis Agreement. The Customer’s sole remedy for any breach of this warranty is that Convergint shall remove, replace and/or repair at its own expense any defective or improper Work, discovered within the Warranty Period, provided Convergint is notified in writing of any defect within the Warranty Period. Any equipment or products installed by Convergint in the course of performing the Work hereunder shall only carry such warranty as is provided by the manufacturer thereof, which Convergint hereby assigns to Customer without recourse to Convergint. Upon request of Customer, Convergint will use commercially reasonable efforts to assist Customer in enforcing any such third-party warranties. This warranty excludes remedy for damage or defect caused by abuse, modifications not executed by Convergint, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. NO FURTHER WARRANTIES OR GUARANTIES, EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO ANY GOODS OR SERVICES PROVIDED UNDER THIS AGREEMENT, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. SECTION 5. CHANGES Without invalidating this Agreement or any bond given hereunder, Customer or Convergint may request changes in the Work. Any changes to the Agreement shall be in writing signed by both Customer and Convergint. If Customer orders any additional work or causes any material interference with Convergint’s performance of the Work, Convergint shall be entitled to an equitable adjustment in the time for performance and in the Agreement Price, including a reasonable allowance for overhead and profit. SECTION 6. FORCE MAJEURE Neither Customer nor Convergint shall be responsible or liable for, shall incur expense for, or be deemed to be in breach of this Agreement because of any delay in the performance of their respective obligations pursuant to this Agreement due solely to circumstances beyond their reasonable control (“Force Majeure”) and without the fault or negligence of the party experiencing such delay. A Force Majeure event shall include, but not be limited to: accident, fire, storm, water, flooding, negligence, vandalism, power failure, installation of incompatible equipment, improper operating procedures, source current fluctuations or lighting. If performance by either party is delayed due to Force Majeure, the time for that performance shall be extended for a period of time reasonably necessary to overcome the effect of the delay. Any Services required by Convergint due to reasons set forth in this Force Majeure Section shall be charged to Customer in addition to any amounts due under this Agreement. SECTION 7. INSURANCE Convergint shall have the following insurance coverage during the term of this Agreement, and shall provide certificates of insurance to the Customer prior to beginning work hereunder: Worker’s Compensation Statutory Limits Employer’s Liability $1,000,000 per occurrence /aggregate Commercial General Liability $1,000,000 per occurrence/aggregate $2,000,000 general aggregate Automobile Liability $1,000,000 per occurrence/aggregate Excess/Umbrella Liability $10,000,000 per occurrence/aggregate All insurance policies carried by Convergint shall be primary to and noncontributory with the insurance afforded to Customer and shall name the Customer as “additional insured”, with respect to liability arising out of work performed by Convergint, as applicable, but only to the extent of liabilities falling within the indemnity obligations of Convergint, pursuant to the terms of this Agreement. Convergint shall provide to the Customer no less than thirty (30) days’ notice prior to the termination or cancellation of any such insurance policy. SECTION 8. INDEMNIFICATION Convergint shall indemnify and hold Customer harmless from and against claims, damages, losses and expenses, attributable to bodily injury, sickness, disease or death, or to destruction of tangible property, but only to the extent caused by: a) the negligent or willful acts or omissions of Convergint or Convergint’s employees or subcontractors while on Customer’s site, or b) the malfunction of the equipment supplied by Convergint, or c) Convergint’s breach of this Agreement. IN NO EVENT SHALL EITHER CONVERGINT OR CUSTOMER BE LIABLE TO THE OTHER PARTY HERETO FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING COMMERCIAL LOSS, LOSS OF USE OR LOST PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CONVERGINT BE LIABLE TO CUSTOMER FOR ANY AMOUNTS IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER TO CONVERGINT. It is understood and agreed by the parties hereto that Convergint is or may be providing intrusion products which are designed to provide notification of certain events but are not intended to be guarantees or insurers against any acts for which they are supposed to monitor or inform. Convergint’s indemnification obligation pursuant to Section 8 herein, does not apply to the extent the loss indemnified against is caused by any intrusion product or software provided by but not manufactured by Convergint. Convergint shall have no liability to Customer for any losses to the extent such losses are caused by the intrusion product or software. Customer shall indemnify, defend, and hold harmless Convergint, from and against all claims, lawsuits, damages, losses and expenses by persons not a party to this Agreement, but only to the extent caused by such intrusion product or software provided by but not manufactured by Convergint. SECTION 9. COMPLIANCE WITH LAW, SAFETY, & HAZARDOUS MATERIALS This Agreement shall be governed and construed in accordance with the laws of the state/province in which the Work is being performed. Convergint agrees to comply with all laws and regulations relating to or governing its provision of the Work. Convergint shall comply with all safety related laws and regulations and with the safety program of the Customer, provided such program is supplied to Convergint prior to beginning work. In the event that Convergint discovers or suspects the presence of hazardous materials, or unsafe working conditions at Customer’s facility where the Work is to be performed, Convergint is entitled to stop the Work at that facility if such hazardous materials, or unsafe working conditions were not provided by or caused by Convergint. Convergint in its sole discretion shall determine when it is “safe” to return to perform the Work at Customer’s facility. Convergint shall have no responsibility for the discovery, presence, handling, removing or disposal of or exposure of persons to hazardous materials in any form at the Customer’s facility. Customer shall indemnify and hold harmless Convergint from and against claims, damages, losses and expenses, including but not limited to, reasonable attorney’s fees, arising out of or resulting from undisclosed hazardous materials, or unsafe working conditions at Customer’s facility. Customer acknowledges that applicable law or regulation may limit Customer’s rights and impose obligations with respect to information or data obtained using software capable of obtaining what may in certain circumstances be characterized as biometric information (individually and collectively, the “Software”) and agrees that Customer is solely responsible to ensure its own compliance with such laws or regulations. Customer shall completely indemnify, defend (including pay attorneys’ fees and disbursements), and hold harmless Convergint, its affiliates, and any employees, agents, contractors or representatives of any of the foregoing from and against any and all losses, liability, damages, penalties, expenses, claims, demands, actions, or causes of action, judgments (finally awarded) or settlements (individually and collectively, “Liabilities”) arising from or related to any intentional or negligent acts or omissions of Customer or any of its agents, affiliates, employees, or representatives arising from or related to the Software, any hardware, software, or other services associated with the Software, or the use of any of the foregoing by or on behalf of Customer, including but not limited to those arising from or related to Customer’s failure to comply with applicable laws or regulations related to its use of the Software or any hardware, software, or other services associated with the Software, including but not limited to the Customer’s failure to obtain any necessary consents from affected individuals or provide any necessary disclosures or protections with respect to the information of such individuals under any applicable privacy or data security law, but excluding matters for which Convergint has agreed to indemnify Customer from and against third party claims for copyright and trade secret infringement under the terms of the End User License Agreement for the Software between Convergint and Customer. Notwithstanding the foregoing, Customer and Convergint agree that Liabilities suffered by a third party (other than an affiliate of Convergint) which are an element of loss subject to indemnification under this paragraph shall be deemed direct damages. SECTION 10. DISPUTES In the event of any dispute between Convergint and Customer, Convergint and Customer shall first attempt to resolve the dispute in the field, but if that is not successful, then in a meeting between authorized officers of each company. If settlement attempts are not successful, then the dispute shall be decided exclusively by arbitration. Such arbitration shall be conducted in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect and shall be a final binding resolution of the issues presented between the parties. The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs. SECTION 11. MISCELLANEOUS Neither party to this Agreement shall assign this Agreement without the prior written consent of the other party hereto. Convergint may assign this Agreement to any of its parents, subsidiaries or affiliated companies or any entity majority owned by Convergint. Notices shall be in writing and addressed to the other party, in accordance with the names and addresses of the parties as shown above. All notices shall be effective upon receipt by the party to whom the notice was sent. A waiver of the terms hereunder by one party to the other party shall not be effective unless in writing and signed by a person with authority to commit the Customer or Convergint and delivered to the non-waiving party according to the notice provision herein. No waiver by Customer or Convergint shall operate as a continuous waiver, unless the written waiver specifically states that it is a continuous waiver of the terms stated in that waiver. The Sections regarding invoicing, warranty, and indemnity, and disputes shall survive the termination of this Agreement. DocuSign Envelope ID: 22AE8DE9-43D1-49CA-A4A5-5E85DAAB73F3 4250 N. Sam Houston Pkwy E. Suite 180, Houston, Texas 77032 Phone 832-327-3700 Mobile 832-524-6024 michael.huffman@convergint.com June 21, 2023 City of Pearland Quotation: MH03576197P Cullen Water Site License/Cert Sourcewell Contract # 030421-CTL Attention: Jullian Kelly Reference: Cullen Water Site Access Control and Video Surveillance Convergint is pleased to provide labor and materials for the following scope of work: Access Control System Vehicle main gate – Standard Card Reader Vehicle main gate – Long Range Tag Reader Mechanical / Electrical Bldg – Card Reader Video Surveillance Multi-Sense camera viewing Vehicle Main Gate, water tower, storage tank, and surrounding area, Multi-Sensor camera viewing water tower, chlorine area, and surrounding areas. Note: Reference photo for device layout Materials Line Qty Part Description Unit Price Extended Price 1 Sourcewell - Contract-030421-CTL 2 Open Market Items 3 Long Range Tag Reader, Tags, and Pedestal 4 1.00 AH- LR2000BU LONG RANGE READER - BEIGE $ 2,127.93 $ 2,127.93 5 1.00 AH- LRMB00 MOUNTING BRACKET FOR LRREADERS $ 88.22 $ 88.22 6 1.00 PM- CSABP0505 BFFR PLATE TYP CRD RDR-STYLE $ 86.65 $ 86.65 7 1.00 PM- SQUO2787 OMNI-4W5T-BLK 7 $ 211.41 $ 211.41 DocuSign Envelope ID: 22AE8DE9-43D1-49CA-A4A5-5E85DAAB73F3 Line Qty Part Description Unit Price Extended Price 8 1.00 AH- PS1233A POWER SUPPLY FOR LR READER 12 $ 60.28 $ 60.28 9 50.00 AH- WSUHF UHF LONG RG WINDSHIELD TAG $ 8.37 $ 418.50 10 1.00 PM-729CIN 72 PEDSTL INGRD MNT STL BLK $ 199.99 $ 199.99 11 1.00 PM- HDCS06X8 HOOD PORTRAIT 6 X 8 X 3 $ 92.41 $ 92.41 12 Panel Enclosure 13 1.00 CON24241 0RC 24X24X10 - Panel Enclosure $ 551.47 $ 551.47 14 Door sensor 15 1.00 GRI-4400 VINYL CBL INDUSTRIAL CNCT ALUM $ 35.01 $ 35.01 16 List Pricing 17 Control Panel & Accessories 18 1.00 SY- CLOUDLIN K-G2 Synergis™ Cloud Link with 4GB of RAM, 16GB Flash, second generation, installed with Synergis™ access control firmware, four RS-485 ports, PoE. $ 1,290.11 $ 1,290.11 19 1.00 SY-LP1502 Mercury Intelligent Controller, Linux Based, 8In/4Out/2Rd (Software Connections included) $ 1,651.72 $ 1,651.72 20 1.00 SY-MR52- S3 Mercury MR52 2-reader interface module Series 3 (8 inputs, 6 relays, PCB only, software connections included) $ 810.92 $ 810.92 21 1.00 AQS2410 AQS241010AMP, 24VDCBOXED POWER SUPPLY $ 298.51 $ 298.51 22 1.00 PD4 3 OUTPUT POWER DISTRIBUTIONCONVERTS AC OR DC POWER INPUT28 VOLTS @ 14 AMP $ 33.29 $ 33.29 23 1.00 ACM4 ACC PWR CNTRLR BD, 4FUSED TRIG $ 86.32 $ 86.32 24 Standard Card Reader 25 2.00 920PTNNE K00000 RDR, RP40, MULTICLASS, SE E, LF STD, HF STD/SIO/SEOS, WIEG, PIG, BLK, STD-1, LED RED, FLSH GRN, BZR ON, CSN 32-BIT MSB, IPM OFF $ 321.94 $ 643.88 26 Door Strike 27 1.00 4500C- 12/24-630 4500C-12/24-630US32D,FIRE RATED,FSE,MORT&CYL10530600 $ 480.02 $ 480.02 28 REX Motion to shunt door sensor 29 1.00 DS160 PIR REQUEST TO EXIT SENSOR WITH SOUNDER GRAY $ 84.88 $ 84.88 30 Cabling 31 1.00 714510VN Q 18-08 OAS STR DB TC Quad -Blk Jkt $ 1,432.56 $ 1,432.56 32 1.00 714410VN Q 18-06 OAS STR DB TC Quad -Blk Jkt $ 1,055.81 $ 1,055.81 33 Video Surveillance Systems 34 Camera IP Licenses DocuSign Envelope ID: 22AE8DE9-43D1-49CA-A4A5-5E85DAAB73F3 Line Qty Part Description Unit Price Extended Price 35 2.00 MIL- XPCODL XPROTECT CORPORATE DEVICE CHANNEL LICENS $ 312.55 $ 625.10 36 2.00 MIL- YXPCODL R Care Plus FOR XPCODL DEVICE CHANNEL $ 57.00 $ 114.00 37 Outdoor Multi-sensor cameras 38 2.00 01500-001 P3719-PLE Network Camera, compact, 15MP, four varifocal lenses (4 x Quad HD) $ 1,648.04 $ 3,296.08 39 2.00 01513-001 T94N01D PENDANT KIT $ 96.03 $ 192.06 40 2.00 5504-821 T91D61 Wall Mount 1.5 NPS $ 96.03 $ 192.06 41 2.00 5017-641 T91A64 Corner Bracket $ 86.33 $ 172.66 42 Cabling 43 1.00 7756030 23-4P Unshielded Solid Non-Plenum Cat6 Ylw Jkt $ 240.02 $ 240.02 44 Labor is quoted Sourcewell - Contract -030421-CTL Equipment Total $ 16,571.87 Total Labor/Other Costs $ 14,432.05 Freight/Warranty $ 1,129.08 Tax if Applicable $ 0.00 Total Project Price $ 32,133.00 DocuSign Envelope ID: 22AE8DE9-43D1-49CA-A4A5-5E85DAAB73F3 Clarifications and Exclusion 1. All work proposed herein, shall be performed during normal business hours Monday through Friday 8:00 am - 5:00 pm. 2. All pricing is in conjunction with Sourcewell cooperative purchasing program contract #030421-CTL 3. Convergint will run underground conduit from Mechanical / Electrical Room out to the vehicle gate for low voltage communication to the Dual Pedestal that will host the standard card reader and long range tag reader. 4. All conduit inside the mechanical / electrical will be surfaced mount for the card reader and two outside corner mount cameras.. 5. Provision or installation of conduit will require 811 dig services and or direction from the City of Pearland to avoid any underground pipes while trenching, 6. Permits or associated fees are not included. 7. Customer to provide (4) total static IP addresses and network connections for the access control panel, cloud link, and 2 IP cameras. 8. Customer to provide a secured staging & storage area for project re lated materials. 9. Pricing assumes that electronic Auto CAD files are available from customer for our use in creating submittal drawings. 10. Fifty percent (50%) of the proposed sell price shall be payable to Convergint for project mobilization. Mobilization shall be invoiced and due upon customer acceptance of this proposal. 11. Proposal does not include sales tax unless otherwise noted. 12. Anything in the Contract Documents notwithstanding, in no event shall either Contractor or Subcontractor be liable for special, indirect, incidental or consequential damages, including commercial loss, loss of use, or lost profits, even if either party has been advised of the possibility of such damages. 13. Convergint reserves the right to negotiate mutually acceptable contract terms and conditions with customer by making mutually agreeable changes to the formal contract included in the Bid Documents. 14. Customer acknowledges that supply-chain and shipping difficulties may result in unavoidable delays in deliveries of materials despite timely placement of orders and efforts by Convergint and its suppliers to avoid such delays. Customer agrees to provide Convergint with reasonable extensions of time to the extent of any such delays and Convergint agrees to make reasonable efforts to avoid or minimize such delays. DocuSign Envelope ID: 22AE8DE9-43D1-49CA-A4A5-5E85DAAB73F3 Performance Items Items Included Freight (prepaid) Installation of Low Voltage Wire Material (listed in the BOM) Mounting/Termination of Proposed Devices One-Year Warranty on Labor One-Year Warranty on Parts Owner to Provide Static IP Addresses System Programming Testing of all Proposed Devices DocuSign Envelope ID: 22AE8DE9-43D1-49CA-A4A5-5E85DAAB73F3 Total Project Investment: $ 32,133.00 Thank you for considering for your Security needs. If you have any questions or would like additional information, please don't hesitate to contact me immediately. If you would like to proceed with the scope of work as outlined in this proposal, please s ign below and return to my attention. Sincerely, Michael Huffman Convergint Michael Huffman By signing below, I accept this proposal Jullian Kelly June 21, 2023 Customer Name (Printed) Date Authorized Signature Title DocuSign Envelope ID: 22AE8DE9-43D1-49CA-A4A5-5E85DAAB73F3 City Manager Convergint Technologies Install Terms & Conditions Version 3.0 April 2023 V3.0 04/25/2023 Page 1 of 1 Convergint Technologies Throughout this Installation Proposal, the term, “Convergint” refers to the Convergint Technologies affiliate operating in the state/province in which the Work is being performed. SECTION 1. THE WORK This Installation Proposal takes precedence over and supersedes any and all prior proposals, correspondence, and oral agreements or representations relating to the work set forth in the attached scope of work, including without limitation, goods, services, equipment and software, (“Work”). This Installation Proposal commences on the Start Date as specified in the attached scope of work and, subject to any addendums, represents the entire agreement between Convergint and Customer (the “Agreement”). In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force. Convergint agrees in accordance with the mutually agreed project schedule: a. To submit shop drawings, product data, samples and similar submittals if required in performing the Work; b. To pay for all labor, materials, equipment, tools, supervision, programming, testing, startup and documentation required to perform the Work in accordance with the Agreement; c. Secure and pay for permits and governmental fees, licenses, and inspections necessary for proper execution and completion of the Work, unless local regulations provide otherwise; and d. Hire subcontractors and order material to perform part of the Work, if necessary, while remaining responsible for the completion of the Work. Customer agrees in accordance with the mutually agreed project schedule, and at no cost to Convergint: a. To promptly approve submittals provided by Convergint; b. To provide access to all areas of the facility which are necessary to complete the Work; c. To supply suitable electrical service as required by Convergint; and d. That in the event of any emergency or systems failure, reasonable safety precautions will be taken by Customer to protect life and property during the period from when Convergint is first notified of the emergency or failure and until such time that Convergint notifies the Customer that the systems are operational or that the emergency has cleared. No monitoring services or software capable of obtaining what may be characterized as biometric information are included in the Work. Any such services shall be governed by a separate agreement. Title to the Work, including any materials comprising the Work, shall pass to Customer as the Work is completed and the materials are incorporated into the Work at Customer's site subject to any license agreements. If materials are earlier stored on Customer's site pursuant to agreement between Customer and Convergint, title with respect to such materials shall pass to Customer upon delivery to Customer site. SECTION 2. PRICING Pricing and amounts proposed shall remain valid for 30 days unless otherwise specified. Price includes only the material listed based on Convergint’s interpretation of plans and specifications unless noted otherwise. Additional equipment, unless negotiated prior to order placement, will be billed accordingly. Sales taxes, (and in Canada GST/PST) and any other taxes assessed on Customer shall be added to the price upon invoice to Customer. SECTION 3. INVOICE REMITTANCE AND PAYMENT Customer agrees to pay Convergint fifty (50%) percent of the total price as a mobilization fee at the time of executing this Agreement. If the Work is performed over more than one month, Convergint will invoice Customer each month for the Work performed during the previous month. Customer agrees to pay the amount due to Convergint as invoiced, within thirty (30) days of the date of such invoice. If the Work is completed in less than one month, Customer agrees to pay Convergint in full after the Work has been completed within thirty (30) days of the date of invoice. Invoices shall not be subject to a project retention percentage and payment to Convergint shall not be conditioned on payment by an upstream party. If Customer is overdue in any payment, Convergint shall be entitled to suspend the Work until paid, and charge Customer an interest rate 1 and 1/2% percent per month, (or the maximum rate permitted by law, whichever is less), and may avail itself of any other legal or equitable remedy. Customer shall reimburse Convergint costs incurred in collecting any amounts that become overdue, including attorney fees, court costs and any other reasonable expenditure. SECTION 4. WARRANTY For the period of one (1) year, commencing at the earlier of substantial completion of the Work or first beneficial use, (“Warranty Period”), the: a. Work performed under this Agreement will be of good quality; b. Equipment will be new unless otherwise required or permitted by this Agreement; c. Work will be free from defects not inherent in the quality required or permitted; and d. Work will conform to the requirements of this Agreement. This warranty excludes remedy for damage or defect caused by abuse, theft, neglect, modifications not executed by Convergint, improper or insufficient maintenance, improper use or operation; fire, explosion, water exposure, corrosion, rust, adverse environmental conditions or resulting from accidents, or any other Acts of God; fluctuations in the building power supply, failure to provide a power supply, or operating an environment that does not conform to the manufacturer’s specifications; repair, service, adjustment, tampering or modification of the equipment by anyone other than Convergint service personnel; negligence or acts or omissions of Customer or any third party (excluding a Convergint service personnel); or normal wear and tear under normal usage. The Customer’s sole and exclusive remedy for any breach of this warranty is that Convergint shall remove, replace and/or repair at its own discretion and expense any defective or improper Work discovered within the Warranty Period, provided Convergint is notified in writing of any defect within the Warranty Period. Any software, equipment or products included in the Work and installed by Convergint shall only carry such warranty as is provided by the manufacturer thereof, which Convergint hereby assigns to Customer without recourse to Convergint or which is exclusively granted to customer in the software documentation. Upon request of Customer, Convergint will use commercially reasonable efforts to assist Customer in enforcing any such third-party warranties. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS SECTION 4, THE WORK IS PROVIDED BY CONVERGINT WITHOUT FURTHER WARRANTIES, REPRESENTATIONS OR GUARANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. SECTION 5. CHANGES Without invalidating this Agreement or any bond given hereunder, Customer or Convergint may request changes in the Work. Any changes to the Agreement shall be in writing signed by both Customer and Convergint. If Customer orders any additional Work or causes any material interference with Convergint’s performance of the Work, Convergint shall be entitled to an equitable adjustment in the time for performance and in the Agreement Price, including a reasonable allowance for overhead and profit. SECTION 6. FORCE MAJEURE Neither Customer nor Convergint shall be responsible or liable for or be deemed in breach of this Agreement because of any delay or failure in the performance of their respective obligations pursuant to this Agreement due to circumstances beyond their reasonable control (“Force Majeure”) and without the fault or negligence of the party experiencing such delay. A Force Majeure event shall include, but not be limited to: acts of God, pandemic or epidemic, diseases, quarantines, unavoidable casualties, concealed conditions, acts of any civil or military authority; riot, insurrections, and civil disturbances; war, invasion, act of foreign enemies, hostilities (regardless of whether or not war is declared), rebellion, revolution, terrorist activities; strikes, lockouts or other labor disputes; embargoes; shortage or unavailability of labor, supplies, materials, equipment or systems; accident, fire, storm, water, flooding, negligence of others, vandalism, power failure, installation of incompatible equipment, improper operating procedures, source current fluctuations or lighting, transportation contingencies; laws, statutes, regulations, and other legal requirements, orders or judgements; acts or order of any government or agency or official thereof, other catastrophes or any other similar occurrences. If performance by either party is delayed due to Force Majeure, the time for performance shall be extended for a period of time reasonably necessary to overcome the effect of the delay. Any services required by Convergint due to reasons set forth in this Force Majeure Section shall be charged to Customer in addition to any amounts due under this Agreement. SECTION 7. INSURANCE Convergint shall maintain the following insurance coverages during the term of this Agreement and upon request, shall provide certificates of insurance to the Customer: Worker’s Compensation Statutory Limits Employer’s Liability $1,000,000 per occurrence/aggregate Commercial General Liability $1,000,000 per occurrence $2,000,000 general aggregate Automobile Liability $1,000,000 per occurrence/aggregate Excess/Umbrella Liability $5,000,000 per occurrence/aggregate Convergint’s insurance is limited to the coverages listed above and Convergint will not provide Builder’s Risk Insurance. Commercial General Liability policy shall name the Customer as “additional insured” on a primary/noncontributory basis with respect to liability arising out of work performed by Convergint, as applicable, but only to the extent of liabilities falling within the indemnity obligations of Convergint pursuant to the terms of this Agreement. Convergint shall provide to the Customer no less than thirty (30) days’ notice prior to the termination or cancellation of any such insurance policy. SECTION 8. INDEMNIFICATION To the fullest extent allowed by law, Convergint shall indemnify and hold Customer harmless from and against claims, damages, losses, and expenses (excluding loss of use) attributable to bodily injury, sickness, disease or death, or to destruction of tangible property, but only to the extent caused by the negligent acts or omissions of Convergint or Convergint’s employees or subcontractors while on Customer’s site. It is understood and agreed by the parties that Convergint is or may be providing intrusion products which are designed to provide notification of certain events but are not intended to be guarantees or insurers against any acts for which they are supposed to monitor or inform. Convergint’s indemnification obligation pursuant to Section 8 herein, does not apply to the extent the loss indemnified against is caused by any intrusion product or software provided by but not manufactured by Convergint. Convergint shall have no liability to Customer for any losses to the extent such losses are caused by the intrusion product or software. Customer shall indemnify, defend, and hold harmless Convergint, from and against all claims, lawsuits, damages, losses and expenses by persons not a party to this Agreement, but only to the extent caused by such intrusion product or software provided by but not manufactured by Convergint. SECTION 9. LIMITATION OF LIABILITY TO THE FULLEST EXTENT ALLOWED BY LAW: (A) IN NO EVENT SHALL EITHER CONVERGINT OR CUSTOMER BE LIABLE TO THE OTHER PARTY HERETO FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, LIQUIDATED OR CONSEQUENTIAL DAMAGES, INCLUDING COMMERCIAL LOSS, LOSS OF USE OR LOST PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) IN NO EVENT WILL CONVERGINT BE LIABLE TO CUSTOMER FOR ANY AMOUNTS IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER TO CONVERGINT UNDER THIS AGREEMENT. THE LIMITATION SET FORTH IN THIS SECTION SHALL APPLY WHETHER THE CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL THEORY. SECTION 10. COMPLIANCE WITH LAW, SAFETY, & HAZARDOUS MATERIALS Convergint will comply with all laws and regulations applicable to its provision of the Work. Customer will comply with all applicable laws and agreements applicable to its use and operation of the Work. Convergint shall comply with all safety related laws and regulations and with the safety program of the Customer, provided such program is supplied to Convergint prior to beginning Work. If Convergint discovers or suspects the presence of hazardous materials, or unsafe working conditions at Customer’s facility where the Work is to be performed, Convergint is entitled to stop the Work at that facility if such hazardous materials, or unsafe working conditions were not provided by or caused by Convergint. Convergint in its sole discretion shall determine when it is “safe” to return to perform the Work at Customer’s facility. Convergint shall have no responsibility for the discovery, presence, handling, removing or disposal of or exposure of persons to hazardous materials in any form at the Customer’s facility. To the fullest extent allowed by law, Customer shall indemnify and hold harmless Convergint from and against claims, damages, losses and expenses, including but not limited to, reasonable attorney’s fees, arising out of or resulting from undisclosed hazardous materials, or unsafe working conditions at Customer’s facility. SECTION 11. PERSONAL DATA This Agreement does not authorize Convergint to access, collect, store or process any biometric information although the equipment or products included in the Work (including embedded software) installed by Convergint are capable of collecting biometric information. Customer agrees and will comply with any and all applicable local, state or federal laws, ordinances, rules or regulations (collectively, “Laws”) with respect to collecting biometric information using the equipment or products provided under this Agreement. Notwithstanding the foregoing, to the extent Customer uses the Work to collect biometric information or provides Convergint with access to biometric information, Customer acknowledges that Laws may limit Customer’s rights and impose obligations with respect to use of software capable of collecting biometric information, including any hardware or other software and services associated with the biometric information, and agrees that Customer is solely responsible to ensure its own compliance with such Laws. To the fullest extent allowed by law, Customer will defend, indemnify and hold Convergint harmless from and against any and all claims, suits, actions, legal proceedings, liabilities, damages, fines, fees, penalties, costs and expenses arising out of or relating to Customer’s use or collection of biometric information. SECTION 12. PRICE ADJUSTMENT Convergint may automatically adjust the price, with five (5) days prior written notice, if based on: (a) changes by its vendors to the cost of equipment and/or products to be delivered and/or labor costs related to personnel responsible for performing the Work, (b) macroeconomic conditions, such as taxes, tariffs or duties, natural disasters, labor shortages/strikes, etc., (c) applicable market trends, or (d) other events not within Convergint’s control that impact the cost of performing the Work. The variation in the cost of the equipment, products and/or labor shall be consistent with applicable market indexes, where available, third-party sources or other evidence. Convergint reserves the right to add periodic surcharges to this order, including without limitation, adjustments for the then current price of fuel, such surcharges to be specified and invoiced by Convergint. SECTION 13. DISPUTES In the event of any dispute between Convergint and Customer, Convergint and Customer shall first attempt to resolve the dispute in the field, but if that is not successful, then in a meeting between authorized officers of each company. If settlement attempts are not successful, unless the dispute requires injunctive relief, then the dispute shall be decided exclusively by arbitration. Such arbitration shall be conducted in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect by a single arbitrator and shall be a final binding resolution of the issues presented between the parties. The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs. Any award by the arbitrator may be entered as a judgment in any court having jurisdiction. SECTION 14. MISCELLANEOUS This Agreement shall be governed and construed in accordance with the laws of the state/province in which the Work is being performed. Neither party to this Agreement shall assign this Agreement without the prior written consent of the other party hereto. Notwithstanding the foregoing, Convergint may assign this Agreement without notice or consent (i) to any of its parents, subsidiaries or affiliated companies or any entity majority owned by Convergint; or (ii) in connection with a merger, acquisition, reorganization, sale of all of the equity interests of Convergint, or a sale of all or substantially all of the assets of Convergint to which this Agreement relates. Notices shall be in writing and addressed to the other party, in accordance with the names and addresses of the parties as shown above. All notices shall be effective upon receipt by the party to whom the notice was sent. In no event will Convergint be obligated to comply with any project labor agreements or other collective bargaining agreements A waiver of the terms hereunder by one party to the other party shall not be effective unless in writing and signed by a person with authority to commit the Customer and Convergint. No waiver by Customer or Convergint shall operate as a continuous waiver, unless the written waiver specifically states that it is a continuous waiver of the terms stated in that waiver. The Sections regarding invoicing, warranty, indemnity, and disputes shall survive the termination of this Agreement. By signing this Agreement, the Customer acknowledges that it reviewed the Important Product Safety and Service Information at https://www.convergint.com/terms/ DocuSign Envelope ID: 22AE8DE9-43D1-49CA-A4A5-5E85DAAB73F3 4250 N. Sam Houston Pkwy E. Suite 180, Houston, Texas 77032 Phone 832-327-3700 Mobile 832-524-6024 michael.huffman@convergint.com June 21, 2023 City of Pearland Quotation: MH03577351P 518 Water Site License/Cert Sourcewell Contract # 030421-CTL Attention: Jullian Kelly Reference: 518 Water Site Access Control & Video Surveillance Convergint is pleased to provide labor and materials for the following scope of work: Access Control System Vehicle main gate – Standard Card Reader Vehicle main gate – Long Range Tag Reader Mechanical / Electrical Bldg – Card Reader Video Surveillance Multi-Sensor camera viewing Vehicle Main Gate, water tower, storage tank, and surrounding area, Multi-Sensor camera viewing water tower, chlorine area, and surrounding areas. Note: Reference photo for device layout Materials Line Qty Part Description Unit Price Extended Price 1 Sourcewell - Contract-030421-CTL 2 Open Market Items 3 Long Range Tag Reader, Tags, and Pedestal 4 1.00 AH- LR2000BU LONG RANGE READER - BEIGE $ 2,127.93 $ 2,127.93 5 1.00 AH- LRMB00 MOUNTING BRACKET FOR LRREADERS $ 88.22 $ 88.22 6 1.00 PM- CSABP0505 BFFR PLATE TYP CRD RDR-STYLE $ 86.65 $ 86.65 7 1.00 PM- SQUO2787 OMNI-4W5T-BLK 7 $ 211.41 $ 211.41 DocuSign Envelope ID: 22AE8DE9-43D1-49CA-A4A5-5E85DAAB73F3 Line Qty Part Description Unit Price Extended Price 8 1.00 AH- PS1233A POWER SUPPLY FOR LR READER 12 $ 60.28 $ 60.28 9 50.00 AH- WSUHF UHF LONG RG WINDSHIELD TAG $ 8.37 $ 418.50 10 1.00 PM-729CIN 72 PEDSTL INGRD MNT STL BLK $ 199.99 $ 199.99 11 1.00 PM- HDCS06X8 HOOD PORTRAIT 6 X 8 X 3 $ 92.41 $ 92.41 12 Panel Enclosure 13 1.00 CON24241 0RC 24X24X10 - Panel Enclosure $ 551.47 $ 551.47 14 Door sensor 15 1.00 GRI-4400 VINYL CBL INDUSTRIAL CNCT ALUM $ 35.01 $ 35.01 16 List Pricing 17 Control Panel & Accessories 18 1.00 SY- CLOUDLIN K-G2 Synergis™ Cloud Link with 4GB of RAM, 16GB Flash, second generation, installed with Synergis™ access control firmware, four RS-485 ports, PoE. $ 1,290.11 $ 1,290.11 19 1.00 SY-LP1502 Mercury Intelligent Controller, Linux Based, 8In/4Out/2Rd (Software Connections included) $ 1,651.72 $ 1,651.72 20 1.00 SY-MR52- S3 Mercury MR52 2-reader interface module Series 3 (8 inputs, 6 relays, PCB only, software connections included) $ 810.92 $ 810.92 21 1.00 AQS2410 AQS241010AMP, 24VDCBOXED POWER SUPPLY $ 298.51 $ 298.51 22 1.00 PD4 3 OUTPUT POWER DISTRIBUTIONCONVERTS AC OR DC POWER INPUT28 VOLTS @ 14 AMP $ 33.29 $ 33.29 23 1.00 ACM4 ACC PWR CNTRLR BD, 4FUSED TRIG $ 86.32 $ 86.32 24 Standard Card Reader 25 2.00 920PTNNE K00000 RDR, RP40, MULTICLASS, SE E, LF STD, HF STD/SIO/SEOS, WIEG, PIG, BLK, STD-1, LED RED, FLSH GRN, BZR ON, CSN 32-BIT MSB, IPM OFF $ 321.94 $ 643.88 26 Door Strike 27 1.00 4500C- 12/24-630 4500C-12/24-630US32D,FIRE RATED,FSE,MORT&CYL10530600 $ 480.02 $ 480.02 28 REX Motion to shunt door sensor 29 1.00 DS160 PIR REQUEST TO EXIT SENSOR WITH SOUNDER GRAY $ 84.88 $ 84.88 30 Cabling 31 1.00 714510VN Q 18-08 OAS STR DB TC Quad -Blk Jkt $ 1,432.56 $ 1,432.56 32 1.00 714410VN Q 18-06 OAS STR DB TC Quad -Blk Jkt $ 1,055.81 $ 1,055.81 33 Video Surveillance Systems 34 Camera IP Licenses DocuSign Envelope ID: 22AE8DE9-43D1-49CA-A4A5-5E85DAAB73F3 Line Qty Part Description Unit Price Extended Price 35 2.00 MIL- XPCODL XPROTECT CORPORATE DEVICE CHANNEL LICENS $ 312.55 $ 625.10 36 2.00 MIL- YXPCODL R Care Plus FOR XPCODL DEVICE CHANNEL $ 57.00 $ 114.00 37 Outdoor Multi-sensor cameras 38 2.00 01500-001 P3719-PLE Network Camera, compact, 15MP, four varifocal lenses (4 x Quad HD) $ 1,648.04 $ 3,296.08 39 2.00 01513-001 T94N01D PENDANT KIT $ 96.03 $ 192.06 40 2.00 5504-821 T91D61 Wall Mount 1.5 NPS $ 96.03 $ 192.06 41 2.00 5017-641 T91A64 Corner Bracket $ 86.33 $ 172.66 42 Cabling 43 1.00 7756030 23-4P Unshielded Solid Non-Plenum Cat6 Ylw Jkt $ 240.02 $ 240.02 44 Labor is quoted Sourcewell - Contract -030421-CTL Equipment Total $ 16,571.87 Total Labor/Other Costs $ 10,818.02 Freight/Warranty $ 1,129.11 Tax if Applicable $ 0.00 Total Project Price $ 28,519.00 DocuSign Envelope ID: 22AE8DE9-43D1-49CA-A4A5-5E85DAAB73F3 Clarifications and Exclusion 1. All work proposed herein, shall be performed during normal business hours Monday through Friday 8:00 am - 5:00 pm. 2. All pricing is in conjunction with Sourcell Cooperative Purchasing program contract # 030421-CTL. 3. Convergint will run underground conduit from Mechanical / Electrical Room out to vehicle gate for low voltage communication to the Dual Pedestal that will host the standard card reader and long range tag reader. 4. All conduit inside the mechanical / electrical will be surfaced mount for the card reader and two outside corner mount cameras.. 5. Provision or installation of underground conduit will require 811 Dig services and or direction from the City of Pearland to avoid any underground pipes while trenching. 6. Permits or associated fees are not included. 7. Customer to provide (4) total static IP addresses and network connections for the access control panel, cloud link, and 2 IP cameras. 8. Customer to provide a secured staging & storage area for project re lated materials. 9. Pricing assumes that electronic Auto CAD files are available from customer for our use in creating submittal drawings. 10. Fifty percent (50%) of the proposed sell price shall be payable to Convergint for project mobilization. Mobilization shall be invoiced and due upon customer acceptance of this proposal. 11. Proposal does not include sales tax unless otherwise noted. 12. Anything in the Contract Documents notwithstanding, in no event shall either Contractor or Subcontractor be liable for special, indirect, incidental or consequential damages, including commercial loss, loss of use, or lost profits, even if either party has been advised of the possibility of such damages. 13. Convergint reserves the right to negotiate mutually acceptable contract terms and conditions with customer by making mutually agreeable changes to the formal contract included in the Bid Documents. 14. Customer acknowledges that supply-chain and shipping difficulties may result in unavoidable delays in deliveries of materials despite timely placement of orders and efforts by Convergint and its suppliers to avoid such delays. Customer agrees to provide Convergint with reasonable extensions of time to the extent of any such delays and Convergint agrees to make reasonable efforts to avoid or minimize such delays. DocuSign Envelope ID: 22AE8DE9-43D1-49CA-A4A5-5E85DAAB73F3 Performance Items Items Included Freight (prepaid) Installation of Low Voltage Wire Material (listed in the BOM) Mounting/Termination of Proposed Devices One-Year Warranty on Labor One-Year Warranty on Parts Owner to Provide Static IP Addresses System Programming Testing of all Proposed Devices DocuSign Envelope ID: 22AE8DE9-43D1-49CA-A4A5-5E85DAAB73F3 Total Project Investment: $ 28,519.00 Thank you for considering for your Security needs. If you have any questions or would like additional information, please don't hesitate to contact me immediately. If you would like to proceed with the scope of work as outlined in this proposal, please s ign below and return to my attention. Sincerely, Michael Huffman Convergint Michael Huffman By signing below, I accept this proposal Jullian Kelly June 21, 2023 Customer Name (Printed) Date Authorized Signature Title DocuSign Envelope ID: 22AE8DE9-43D1-49CA-A4A5-5E85DAAB73F3 City Manager Convergint Technologies Install Terms & Conditions Version 3.0 April 2023 V3.0 04/25/2023 Page 1 of 1 Convergint Technologies Throughout this Installation Proposal, the term, “Convergint” refers to the Convergint Technologies affiliate operating in the state/province in which the Work is being performed. SECTION 1. THE WORK This Installation Proposal takes precedence over and supersedes any and all prior proposals, correspondence, and oral agreements or representations relating to the work set forth in the attached scope of work, including without limitation, goods, services, equipment and software, (“Work”). This Installation Proposal commences on the Start Date as specified in the attached scope of work and, subject to any addendums, represents the entire agreement between Convergint and Customer (the “Agreement”). In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force. Convergint agrees in accordance with the mutually agreed project schedule: a. To submit shop drawings, product data, samples and similar submittals if required in performing the Work; b. To pay for all labor, materials, equipment, tools, supervision, programming, testing, startup and documentation required to perform the Work in accordance with the Agreement; c. Secure and pay for permits and governmental fees, licenses, and inspections necessary for proper execution and completion of the Work, unless local regulations provide otherwise; and d. Hire subcontractors and order material to perform part of the Work, if necessary, while remaining responsible for the completion of the Work. Customer agrees in accordance with the mutually agreed project schedule, and at no cost to Convergint: a. To promptly approve submittals provided by Convergint; b. To provide access to all areas of the facility which are necessary to complete the Work; c. To supply suitable electrical service as required by Convergint; and d. That in the event of any emergency or systems failure, reasonable safety precautions will be taken by Customer to protect life and property during the period from when Convergint is first notified of the emergency or failure and until such time that Convergint notifies the Customer that the systems are operational or that the emergency has cleared. No monitoring services or software capable of obtaining what may be characterized as biometric information are included in the Work. Any such services shall be governed by a separate agreement. Title to the Work, including any materials comprising the Work, shall pass to Customer as the Work is completed and the materials are incorporated into the Work at Customer's site subject to any license agreements. If materials are earlier stored on Customer's site pursuant to agreement between Customer and Convergint, title with respect to such materials shall pass to Customer upon delivery to Customer site. SECTION 2. PRICING Pricing and amounts proposed shall remain valid for 30 days unless otherwise specified. Price includes only the material listed based on Convergint’s interpretation of plans and specifications unless noted otherwise. Additional equipment, unless negotiated prior to order placement, will be billed accordingly. Sales taxes, (and in Canada GST/PST) and any other taxes assessed on Customer shall be added to the price upon invoice to Customer. SECTION 3. INVOICE REMITTANCE AND PAYMENT Customer agrees to pay Convergint fifty (50%) percent of the total price as a mobilization fee at the time of executing this Agreement. If the Work is performed over more than one month, Convergint will invoice Customer each month for the Work performed during the previous month. Customer agrees to pay the amount due to Convergint as invoiced, within thirty (30) days of the date of such invoice. If the Work is completed in less than one month, Customer agrees to pay Convergint in full after the Work has been completed within thirty (30) days of the date of invoice. Invoices shall not be subject to a project retention percentage and payment to Convergint shall not be conditioned on payment by an upstream party. If Customer is overdue in any payment, Convergint shall be entitled to suspend the Work until paid, and charge Customer an interest rate 1 and 1/2% percent per month, (or the maximum rate permitted by law, whichever is less), and may avail itself of any other legal or equitable remedy. Customer shall reimburse Convergint costs incurred in collecting any amounts that become overdue, including attorney fees, court costs and any other reasonable expenditure. SECTION 4. WARRANTY For the period of one (1) year, commencing at the earlier of substantial completion of the Work or first beneficial use, (“Warranty Period”), the: a. Work performed under this Agreement will be of good quality; b. Equipment will be new unless otherwise required or permitted by this Agreement; c. Work will be free from defects not inherent in the quality required or permitted; and d. Work will conform to the requirements of this Agreement. This warranty excludes remedy for damage or defect caused by abuse, theft, neglect, modifications not executed by Convergint, improper or insufficient maintenance, improper use or operation; fire, explosion, water exposure, corrosion, rust, adverse environmental conditions or resulting from accidents, or any other Acts of God; fluctuations in the building power supply, failure to provide a power supply, or operating an environment that does not conform to the manufacturer’s specifications; repair, service, adjustment, tampering or modification of the equipment by anyone other than Convergint service personnel; negligence or acts or omissions of Customer or any third party (excluding a Convergint service personnel); or normal wear and tear under normal usage. The Customer’s sole and exclusive remedy for any breach of this warranty is that Convergint shall remove, replace and/or repair at its own discretion and expense any defective or improper Work discovered within the Warranty Period, provided Convergint is notified in writing of any defect within the Warranty Period. Any software, equipment or products included in the Work and installed by Convergint shall only carry such warranty as is provided by the manufacturer thereof, which Convergint hereby assigns to Customer without recourse to Convergint or which is exclusively granted to customer in the software documentation. Upon request of Customer, Convergint will use commercially reasonable efforts to assist Customer in enforcing any such third-party warranties. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS SECTION 4, THE WORK IS PROVIDED BY CONVERGINT WITHOUT FURTHER WARRANTIES, REPRESENTATIONS OR GUARANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. SECTION 5. CHANGES Without invalidating this Agreement or any bond given hereunder, Customer or Convergint may request changes in the Work. Any changes to the Agreement shall be in writing signed by both Customer and Convergint. If Customer orders any additional Work or causes any material interference with Convergint’s performance of the Work, Convergint shall be entitled to an equitable adjustment in the time for performance and in the Agreement Price, including a reasonable allowance for overhead and profit. SECTION 6. FORCE MAJEURE Neither Customer nor Convergint shall be responsible or liable for or be deemed in breach of this Agreement because of any delay or failure in the performance of their respective obligations pursuant to this Agreement due to circumstances beyond their reasonable control (“Force Majeure”) and without the fault or negligence of the party experiencing such delay. A Force Majeure event shall include, but not be limited to: acts of God, pandemic or epidemic, diseases, quarantines, unavoidable casualties, concealed conditions, acts of any civil or military authority; riot, insurrections, and civil disturbances; war, invasion, act of foreign enemies, hostilities (regardless of whether or not war is declared), rebellion, revolution, terrorist activities; strikes, lockouts or other labor disputes; embargoes; shortage or unavailability of labor, supplies, materials, equipment or systems; accident, fire, storm, water, flooding, negligence of others, vandalism, power failure, installation of incompatible equipment, improper operating procedures, source current fluctuations or lighting, transportation contingencies; laws, statutes, regulations, and other legal requirements, orders or judgements; acts or order of any government or agency or official thereof, other catastrophes or any other similar occurrences. If performance by either party is delayed due to Force Majeure, the time for performance shall be extended for a period of time reasonably necessary to overcome the effect of the delay. Any services required by Convergint due to reasons set forth in this Force Majeure Section shall be charged to Customer in addition to any amounts due under this Agreement. SECTION 7. INSURANCE Convergint shall maintain the following insurance coverages during the term of this Agreement and upon request, shall provide certificates of insurance to the Customer: Worker’s Compensation Statutory Limits Employer’s Liability $1,000,000 per occurrence/aggregate Commercial General Liability $1,000,000 per occurrence $2,000,000 general aggregate Automobile Liability $1,000,000 per occurrence/aggregate Excess/Umbrella Liability $5,000,000 per occurrence/aggregate Convergint’s insurance is limited to the coverages listed above and Convergint will not provide Builder’s Risk Insurance. Commercial General Liability policy shall name the Customer as “additional insured” on a primary/noncontributory basis with respect to liability arising out of work performed by Convergint, as applicable, but only to the extent of liabilities falling within the indemnity obligations of Convergint pursuant to the terms of this Agreement. Convergint shall provide to the Customer no less than thirty (30) days’ notice prior to the termination or cancellation of any such insurance policy. SECTION 8. INDEMNIFICATION To the fullest extent allowed by law, Convergint shall indemnify and hold Customer harmless from and against claims, damages, losses, and expenses (excluding loss of use) attributable to bodily injury, sickness, disease or death, or to destruction of tangible property, but only to the extent caused by the negligent acts or omissions of Convergint or Convergint’s employees or subcontractors while on Customer’s site. It is understood and agreed by the parties that Convergint is or may be providing intrusion products which are designed to provide notification of certain events but are not intended to be guarantees or insurers against any acts for which they are supposed to monitor or inform. Convergint’s indemnification obligation pursuant to Section 8 herein, does not apply to the extent the loss indemnified against is caused by any intrusion product or software provided by but not manufactured by Convergint. Convergint shall have no liability to Customer for any losses to the extent such losses are caused by the intrusion product or software. Customer shall indemnify, defend, and hold harmless Convergint, from and against all claims, lawsuits, damages, losses and expenses by persons not a party to this Agreement, but only to the extent caused by such intrusion product or software provided by but not manufactured by Convergint. SECTION 9. LIMITATION OF LIABILITY TO THE FULLEST EXTENT ALLOWED BY LAW: (A) IN NO EVENT SHALL EITHER CONVERGINT OR CUSTOMER BE LIABLE TO THE OTHER PARTY HERETO FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, LIQUIDATED OR CONSEQUENTIAL DAMAGES, INCLUDING COMMERCIAL LOSS, LOSS OF USE OR LOST PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) IN NO EVENT WILL CONVERGINT BE LIABLE TO CUSTOMER FOR ANY AMOUNTS IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER TO CONVERGINT UNDER THIS AGREEMENT. THE LIMITATION SET FORTH IN THIS SECTION SHALL APPLY WHETHER THE CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL THEORY. SECTION 10. COMPLIANCE WITH LAW, SAFETY, & HAZARDOUS MATERIALS Convergint will comply with all laws and regulations applicable to its provision of the Work. Customer will comply with all applicable laws and agreements applicable to its use and operation of the Work. Convergint shall comply with all safety related laws and regulations and with the safety program of the Customer, provided such program is supplied to Convergint prior to beginning Work. If Convergint discovers or suspects the presence of hazardous materials, or unsafe working conditions at Customer’s facility where the Work is to be performed, Convergint is entitled to stop the Work at that facility if such hazardous materials, or unsafe working conditions were not provided by or caused by Convergint. Convergint in its sole discretion shall determine when it is “safe” to return to perform the Work at Customer’s facility. Convergint shall have no responsibility for the discovery, presence, handling, removing or disposal of or exposure of persons to hazardous materials in any form at the Customer’s facility. To the fullest extent allowed by law, Customer shall indemnify and hold harmless Convergint from and against claims, damages, losses and expenses, including but not limited to, reasonable attorney’s fees, arising out of or resulting from undisclosed hazardous materials, or unsafe working conditions at Customer’s facility. SECTION 11. PERSONAL DATA This Agreement does not authorize Convergint to access, collect, store or process any biometric information although the equipment or products included in the Work (including embedded software) installed by Convergint are capable of collecting biometric information. Customer agrees and will comply with any and all applicable local, state or federal laws, ordinances, rules or regulations (collectively, “Laws”) with respect to collecting biometric information using the equipment or products provided under this Agreement. Notwithstanding the foregoing, to the extent Customer uses the Work to collect biometric information or provides Convergint with access to biometric information, Customer acknowledges that Laws may limit Customer’s rights and impose obligations with respect to use of software capable of collecting biometric information, including any hardware or other software and services associated with the biometric information, and agrees that Customer is solely responsible to ensure its own compliance with such Laws. To the fullest extent allowed by law, Customer will defend, indemnify and hold Convergint harmless from and against any and all claims, suits, actions, legal proceedings, liabilities, damages, fines, fees, penalties, costs and expenses arising out of or relating to Customer’s use or collection of biometric information. SECTION 12. PRICE ADJUSTMENT Convergint may automatically adjust the price, with five (5) days prior written notice, if based on: (a) changes by its vendors to the cost of equipment and/or products to be delivered and/or labor costs related to personnel responsible for performing the Work, (b) macroeconomic conditions, such as taxes, tariffs or duties, natural disasters, labor shortages/strikes, etc., (c) applicable market trends, or (d) other events not within Convergint’s control that impact the cost of performing the Work. The variation in the cost of the equipment, products and/or labor shall be consistent with applicable market indexes, where available, third-party sources or other evidence. Convergint reserves the right to add periodic surcharges to this order, including without limitation, adjustments for the then current price of fuel, such surcharges to be specified and invoiced by Convergint. SECTION 13. DISPUTES In the event of any dispute between Convergint and Customer, Convergint and Customer shall first attempt to resolve the dispute in the field, but if that is not successful, then in a meeting between authorized officers of each company. If settlement attempts are not successful, unless the dispute requires injunctive relief, then the dispute shall be decided exclusively by arbitration. Such arbitration shall be conducted in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect by a single arbitrator and shall be a final binding resolution of the issues presented between the parties. The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs. Any award by the arbitrator may be entered as a judgment in any court having jurisdiction. SECTION 14. MISCELLANEOUS This Agreement shall be governed and construed in accordance with the laws of the state/province in which the Work is being performed. Neither party to this Agreement shall assign this Agreement without the prior written consent of the other party hereto. Notwithstanding the foregoing, Convergint may assign this Agreement without notice or consent (i) to any of its parents, subsidiaries or affiliated companies or any entity majority owned by Convergint; or (ii) in connection with a merger, acquisition, reorganization, sale of all of the equity interests of Convergint, or a sale of all or substantially all of the assets of Convergint to which this Agreement relates. Notices shall be in writing and addressed to the other party, in accordance with the names and addresses of the parties as shown above. All notices shall be effective upon receipt by the party to whom the notice was sent. In no event will Convergint be obligated to comply with any project labor agreements or other collective bargaining agreements A waiver of the terms hereunder by one party to the other party shall not be effective unless in writing and signed by a person with authority to commit the Customer and Convergint. No waiver by Customer or Convergint shall operate as a continuous waiver, unless the written waiver specifically states that it is a continuous waiver of the terms stated in that waiver. The Sections regarding invoicing, warranty, indemnity, and disputes shall survive the termination of this Agreement. By signing this Agreement, the Customer acknowledges that it reviewed the Important Product Safety and Service Information at https://www.convergint.com/terms/ DocuSign Envelope ID: 22AE8DE9-43D1-49CA-A4A5-5E85DAAB73F3