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R2023-278 2023-11-13RESOLUTION NO. R2023-278 A Resolution of the City Council of the City of Pearland, Texas, authorizing the purchase of software maintenance renewals and hardware upgrades, from Convergint Technologies using Omnia purchasing cooperative, in the amount of $108,432.00 for fiscal year 2024. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain contract for the purchase of software maintenance renewals and hardware upgrades, from Convergint Technologies, a copy of which is attached hereto as Exhibit “A” and made a part hereof for all purposes, is hereby authorized and approved. Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest a contract for the purchase of software maintenance renewals and hardware upgrades. PASSED, APPROVED and ADOPTED this the 13th day of November, 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: 77A86B19-B2A6-4EB9-B977-C2F26876705E convergjnt CUSTOMER SERVICE PLAN PROPOSAL Date: November 7, 2023 )uote #: VIH03608851 P To: City of Pearland Attn: John Knight 3519 Liberty Drive 281-652-1601 Pearland, TX 77581 jknight@pearlandtx.gov We are pleased to provide this proposal for your consideration. This quotation is valid for THIRTY (30) days. CSP OVERVIEW AND INTRODUCTION Thank you for considering Convergint as your security service provider of choice. The intent of this Customer Support Program (CSP) is to assist you in maintaining your installed Genetec Access Control System (ID# GSC- 200211-009505), and Milestone Video Management System (ID# M01-001-111-01-6C4BB3) malfunctions and associated downtime Our goal is to work with you to maintain the integrity of the system and to assist you in providing a safe and secure environment for the public and City employees. Convergint is committed to providing long- term customer satisfaction and support well beyond an initial system installation. All Convergint installations include a standard warranty against all defects in material workmanship for a period of one (1) year. CSP agreements provide the following additional value. • A properly planned Customer Support Program (CSP) will optimize the performance and integrity of your systems and extend the life of the systems without compromise to occupant safety and compliance. • Perform comprehensive testing of systems and equipment to ensure and validate system integrity and functionality. • Identify and list system deficiencies or facility modifications at the time of test and inspection that may impact equipment and system performance. • Retain the expertise and experience of trained and/ or factory- certified technicians for the ongoing service of your systems. • Provide testing and service documentation to demonstrate compliance with requirements as needed. • Avoid false alarms, tenant interruption, and business downtime. STANDARD SERVICES • MULTI -YEAR PROGRAM COMMITMENT Convergint is committed to establ shing long- term agreements at mutually agreed pricing. When a customer agrees to purchase a multi- year support program from Convergint (3 years and above), the annual cost will be remained fix at the first -year price. • PREFERRED PRICING Predictable costs by means of pre- established labor rates and material costs in accordance with Convergint's published rates and associated discounts. • SERVICE DOCUMNTATION co nve rg j nt Each and every system- testing and service call will be documented utilizing an inspection report and/ or work order completed by our assigned Customer Support Specialist. The Specialist's job will not be complete until their testing and/ or service call is formally documented and presented to a designated customer representative. • PREFERRED PRIORITY SERVICE RESPONSE As a Convergint CSP customer you will be given priority for emergency service calls Specific response times are identified under the Customer Support Program Implementation section of this proposal. TRAINED AND QUALIFIED RESOURCES A professional team of certified and qualified personnel deliver services performed by Convergint. Field technical personnel are also equipped with the proper tools and information necessary to perform their jobs • TELEPHONE SUPPORT AND CONSULTATION Telephone diagnostic support is available for all CSP customers. Our on- call technicians will provide diagnostic and troubleshooting support to help reduce your costs by trying to resolve issues prior to our arrival. OPTIONAL SERVICES Monitoring Service ■ Included N Excluded P rovides customers with monitoring services providing customers with 24/7 facility alarm protection. U tilizing a third -party monitoring service, Convergint provides customers with fully redundant monitoring services resulting in an extraordinarily reliable monitoring network. Customers have access to monthly reports and have the ability to administer account information from a secured Internet connection. This means that Convergint, or customers themselves, can change emergency contact names and associated numbers directly from any Internet connection. P reventive Maintenance ■ Excluded On a scheduled basis, Convergint will provide systems preventive services for components listed within the equipment list contained herein All preventive maintenance testing will be performed in accordance with manufacturer's recommendations and will address areas that can adversely affect system performance. Preventive maintenance will include a visual inspection and functional test of system components. (Refer to Bill of Material section of this document for detailed scope of work and deliverables) P rogram Discretionary Fund ❑ Included IX! Excluded We understand the difficulty that customers face securing capital expense dollars to upgrade older technology or replace failed components. Our customers now decide how much money to include in the Program Discretionary Fund. The fund is intended to be used for repairs and/ or upgrades to the system. Throughout the year as parts are replacing or upgrades are implemented, the amount required to pay for these services will be deducted from the funding included in the Customer Support Program. This will be tracked throughout the year so that both the customer and Convergint know exactly what the latest balance is for this fund. This Program Discretionary Fund will be required to be spent during each annual agreement period. convergj nt Comprehensive Labor Coverage 0 Included M Excluded For these customers seeking to manage their financial risk associated with service and repair labor, this o ption is intended to provide comprehensive labor coverage upfront for: 1. Service Calls 2. System Troubleshooting & Diagnostics 3. Component Repair Labor Comprehensive Equipment Coverage ■ Included L Excluded Comprehensive equipment coverage includes the replacement of failed system components noted in the bill of material at no additional cost This allows customers to fix their potential financial risk that can be associated with unexpected repairs and/ or failed components. Please note that failed or damaged equipment is based on the conditions noted in the terms and conditions of this proposal and excludes such items as natural causes or intentional damage Remote Online Diagnostics ■ Included © Excluded U tilization of industry standard authentication technology to remotely access your system and resolve technical issues in real time resulting in a savings of both time and system downtime. A Convergint S upport Specialist, with the support of a screen sharing session, will work directly with your personnel for initial call support and troubleshooting. If the issue cannot be resolved online, a more refined service response will result including the dispatching of a service representative. Embedded Specialist ■ Included M Excluded The Embedded System Specialist will report directly to Convergint, with day- to- day accountability to o ur customer. Specific goals will be established and progress against these goals will be measured quarterly during a formal goal review meeting. The Embedded System Specialist shall manage and administer standard, operational procedures, and assist personnel in day -to- day system operations, this o ption provides customers with a dedicated resource ensuring system integrity. Standardization, and continuity. This is accomplished through program management technical skills, and innovative communication tools. P riority Emergency Service Response ■ Excluded We realize that many customers require a more immediate response to service calls deemed to be priority one. By selecting this Priority On- Site Response option, Convergint will commit to responding to these service calls in (4) hours instead of the standard (8). Staff Training ❑ Included Excluded P rovides scheduled system training service for your staff. Convergint will provide annual training designed to improve the knowledge and efficiency of your client personnel Training will be customized to your specific facility and system(s) and will typically include the following topics: system architecture overall system operation, alarm response procedures, troubleshooting techniques, management report generation etc. the benefit of this training is that your staff will become more familiar and comfortable with the system(s) and be able to respond effectively and efficiently to alarm situations. convergjnt iCare Executive i Included ❑ Excluded This value- added online service tool includes all the features of iCare Manager plus: real- time status, metric and custom report, access to "My Document Library" (i.e. document sharing platform), administrative privileges, and customized email notification. Annual Software Support Ixl Included ❑ Excluded Provides customers with a software support plan that allows them to keep pace with software revisions and advancements as made available by manufacturers. Such revisions will keep systems operating with the latest technology. With the proliferation of technology, software support is invaluable to those customers desirous of keeping their systems current. Covered software is identified in the equipment list of this proposal. Annual Software Upgrade IXl Included ❑ Excluded This description should note the difference between software support licenses and the actual upgrade of the software which may be very different. System Administration and Data Redundancy Services ■ Included I4 Excluded Convergint will supplement your internal system administration support by providing valued front- end database management services. This valued service is intended to minimize system downtime and to ensure the system database is fully backed up in the event of losing your valuable information. Services may include: 1. System programming changes 2. Standard & custom report set- up and report generation. 3. On- site or web- based system database back- up 4. General front- end system diagnostics Battery Testing ® Included ❑ Excluded Over time, the batteries lose their ability to provide standby power required by the system in the event of primary power failure. For this reason, batteries should be replaced at specified intervals from date of manufacture or in accordance with manufacturer requirements. The only way to be assured the batteries will work is through proper load testing. This testing will be performed as required during a scheduled Test and Inspection visit. Replacement of batteries is excluded from this proposal. Customer Asset Reporting ❑ Included IX Excluded Customer asset reporting includes the process of applying registered barcodes to system devices and loading their relevant information into a web- based database. Within 24 hours following the inspection an on- line database and associated report of the system test will be made available for viewing downloading, pnnting, or emailing. This maintenance information can be retrieved anywhere using a standard Internet browser. Convergint s web- based reporting system provides immediate documentation to building owners and managers that their systems are being tested and inspected according to manufacturer's requirements and in a timely manner. canvergjnt Storage Analysis ■ Included 0 Excluded Systems are installed based on calculations provided during the design of the original project. Over time, several variables can impact the storage of your system records (e.g. scene complexity, amount of motion light levels, etc.) This option includes an analysis of the recording to verify you receive the storage you require. In the event that the storage is lower than desired, Convergint will discuss the available options. Upgrade of the system storage may require additional pricing. Cybersecurity ■ Included FRI Excluded Convergint will utilize a Privileged Access Management (PAM) application to manage and audit device passwords used to secure system installed in customer facilities. During the initial first- time use password and additionally, once a year, passwords will be created to meet or exceed industry best practices in accordance with NIST Cybersecurity Framework. Convergint's PAM functions as a stand- alone, AES- 256- bit encryption cloud- based database accessed only through two factor authentication and role- based access. There is no integration or direct connection between Convergint's database of passwords and systems on premise. Twice a tear, Convergint specialists will install the latest security system updates and patches to correct security and functionality problems in software and firmware; significantly reducing the opportunity for exploitation. CLARIFICATIONS, QUALIFICATIONS, AND EXCLUSIONS Please reference the clarifications, qualifications, and exclusions noted below. 1. Convergint shall be provided unobstructed access to all devices in the building during the system test and inspection 2. Convergint reserves the right to propose an annual adjustment to the CSP program cost if additional devices or appliances are added to the system during the term of the agreement. 3. Testing of the system does not include troubleshooting of pre-existing system conditions (ground faults, etc.). 4. The customer agrees to provide any necessary equipment to reach inaccessible or limited access equipment. A separate waiver, provided by Convergint Technologies, must be signed prior to operating customers lift. 5. Printouts of the existing system databases shall be made available to Convergint for validation of point count and device type. 6. If available, a copy of the system drawings shall be provided to Convergint prior to beginning the testing program. 7. All pricing is in accordance with Omnia Cooperative Purchasing program. Security System services contract R220702 8. Site visits will be once a year for both the access control and video surveillance system. 9. All location below is system currently installed. All new locations that been recently installed or will be completed during the city 2023 calendar year will go on the following year CSP as to those sites all have one- year parts and labor warranties. 10. This proposal pricing is based on a one-year customer support program (CSP) a Company will, once annually, inspect, adjust clean, lubricate as required and test the operation of the Equipment. b. Company will provide the necessary corrective maintenance (the "Corrective Maintenance") upon Customer request to correct a malfunction and will place the Equipment in operating condition, subject to the Exclusions contained in Section 3 Unless the Corrective Maintenance service call is covered by this Agreement, Customer will be billed separately pursuant to the customary billing rates of Company in effect at that time. convergjnt c. Company will replace parts and/or assemblies in order to return the Equipment to its operating condition, subject to the Exclusions in Section 3. The parts replaced will relate only to the Equipment covered by this Agreement. d. Company will provide on -site service for the Equipment during the normal following hours, excluding Federal Holidays. Customer Responsibilities a. Customer agrees to cooperate in the care of the Equipment and to promptly notify Company in the event of any malfunction in the operation of the Equipment Requests for service are accepted by phone or online at iCare.convergint.com. b. Customer agrees to give Company employees and representatives full and free access to the Equipment for the purpose of performing the required service hereunder. It is the responsibility of Customer to provide a safe working environment and safe access to Equipment for technicians. The final determination of a safe working environment will reside with the technician. c. Customer agrees to maintain at its expense any software licensing agreements and installed software media required for the operation and or diagnostics of the Equipment d. Customer agrees that when service must be provided when cash, negotiable securities, and other valuables are readily accessible, Company employees and representatives shall always be accompanied by Customer's employee or representative. e. Customer agrees that additional equipment of like nature may be added to this Agreement at the same pricing rates as included herein and prorated to match the applicable coverage dates. Equipment coming out of warranty will automatically be added to your contract to prevent lapse of coverage. f. Payment is acceptance of terms of this agreement. g. Customer agrees to obtain and pay for all permits and licenses, and to discharge any fines, imposed by any governmental body or agency relating to the Equipment, its operation or malfunction. h. Customer acknowledges that it is its sole responsibility to determine the nature and extent of alarms and other security devices and measures necessary to protect its Equipment and other property, which is not in the possession of Company. Company shall not be liable for losses made possible or arising out of Customer's or any of its contractor's failure to provide, maintain, use or properly monitor and respond to alarms and other security devices necessary to protect Customer's Equipment and other property. i. Customer will indemnify and defend Company, its officers, employees representatives and agents against and hold them harmless from, without limitation, any and all liabilities, losses costs, damages, claims expenses, attorneys' fees, expenses of litigation, judgments and encumbrances brought, suffered or incurred by Company or third parties attributable to the acts or omissions of Customer its employees, officers, agents, representatives or agents, while engaged in the performance of their duties under this Agreement. co nve rg j nt Exclusions a. In the event of a failure of the Equipment to function due to: burglary, storm, power surge, power failure, fire flood, war riot, civil commotion, other acts of God, rodent/insect issues, settling of walls or foundation, abuse or usage of Equipment for purposes other than designed and/or intended or work performed by other than Company employees or representatives, Company shall have no obligation to perform any services whatsoever. Necessary repairs created by these conditions shall be billable to the Customer in full pursuant to the customary billing rates of Company then in effect. b. Problems related to network issues, communication issues source voltage problems and other issues not directly related to Equipment components, circuitry or software are not covered under the terms of this Agreement. c. Consumable items are not included under this Agreement, such as carriers, print heads, batteries and other items consumed during normal use of the Equipment. d. When in Company's evaluation, the Equipment or any major sub -system or major component thereof as so classified by Company 1) becomes worn out due to normal wear and tear or, 2) becomes obsolete or outdated due to advances in technology, Company will submit to the Customer a cost estimate for its replacement. If the Customer does not authorize such replacement (the cost of which is outside of this Agreement,) Company may terminate the portion of this Agreement which covers the affected Equipment. e. Company will not be responsible for failure or delay, or the consequences thereof, in rendering service occasioned by any circumstances beyond its reasonable control. f. The Annual Agreement Fee does not include costs for parts or labor incurred by Company for relocating equipment, changing set-up, changing original features or functions, modifications or any major overhaul of the Equipment. If any Equipment is relocated, altered or serviced by persons other than Company representatives during the term of this Agreement, then Company shall have the right to inspect the Equipment for any damage which may have occurred, and Company shall have the right to charge customer for parts and labor required to repair such Equipment at its prices and rates then in effect. If Customer refuses such inspection or repair then Company has the option to delete such Equipment for coverage hereunder. g. This Agreement covers only the services detailed herein that Company is expressly agreeing to undertake. Any service not expressly provided by Company herein is specifically not covered under this Agreement. If Company is requested to provide emergency service outside the times set forth above, which service Company shall have the right to elect or not elect to undertake in its sole discretion, Customer agrees to pay Company overtime rates for hours worked or traveled during such times. conve rg j nt Site Locations The following is a list of locations that is the baseline for this proftosal. Site Site Name City Hall 3519 Liberty Drive Pearland,77581 Complex 2703 Veterans Drive Pearland,77584 Fire Administration 6050 Fite Road Pearland, 77584 Fire Station #2 3207 Yost Blvd Pearland, 77581 Fire Station #3 3100 Kirby Drive Pearland, 77584 Fire Station #5 12155Mc Hard Rd Pearland, 77581 Fire Station #8 Hill House 2559 Hill House Rd Pearland,77584 Parks Recreation & 4141 Bailey Rd Pearland, 77584 Public Works 3501 E. Orange Street Pearland,77581 Public Building Safety 2555 Cullen Parkway Pearland,77584 3522 Liberty Drive Pearland, 77581 Library Tom Reid Fenwick Canter Nature 5750 Magnolia Pkwy Pearland, 77584 Shadow Library Creek 11801 Shadow Creek Pkwy Pearland,77584 Reflection Water Site Bay 12155 Shadow Creek Pkwy Pearland, 77584 Independence Park Amphitheater 3449 Pearland Pkwy Pearland, 77581 FM521 Water Intersection FM521 & McHard Pearland, 77584 Site Alice Plant Water 3702 Alice Street Pearland, 77584 8333 Freedom Pearland,77581 Animal Adoption 8325 Freedom Pearland,77581 Fire.Station #4 Surface Treatment Water plant 3720 County Rd 48 Rosharon, TX 77583 Shadow Ranch Creek Park 13050 Shadow Creek Pkwy Pearland, 77581 Bailey Site Water 3945 Wells Drive Pearland, 77581 Magnolia Site Water 3812 Magnolia Pearland,77584 NOTE: THE SIX SITES ABOVE HIGHLIGHTED IN YELLOW HAVE BEEN ADDED TO THIS CSP SINCE LAST YEAR CSP co nve rg j nt SCOPE OF WORK (UPDATE DEVICE TYPES AS NEEDED) • Test and inspect all access control and video surveillance camera and head -end materials including: o Card Readers o Door Contacts o REX Motion Sensors o Electrified Locking Hardware o Resistors o Wiring & Cabling Connectivity Integrity o Power Supplies o Control Panels o Backup Batteries o Indoor cameras o Outdoor cameras • Test doors for access granted, access denied, door forced, and door held. • Test all alarm signals are reporting to monitoring receiver. • Adjust and clean cameras if needed DELIVERABLES • Signed Inspection Letter • Access Control Door Activity Report convergjnt SERVICE RATES Bus. Hours (8am-5pm) _After-hours (_Mon- Sat) Standard Rates $180 $270 CSP Rates $165 $248 Trip Charge $100.00 Sunday & Holiday $360 $330 • No mileage of travel time charge if within a 50- mile radius of local CTC. • Outside 50- mile radius will incur an additional charge for travel time. • Emergency service and T&M work will be subject to a two- hour minimum. • Same day emergency requests are subject to afterhours rates, • Rates are subject to change without notice and application at the time of service. BILLING CONTACT AGREEMENT DETAILS CSP Start Date December 1, 2023 CSP Duration 1 Years Year 1 Year 2 Year 3 Year 4 Year 5 Total Annual Cost $78,432.00 N/A N/A N/A N/A Sales Tax Price excludes applicable sales tax Schedule Payment The period CSP unless will be mutually invoiced agreed annually otherwise. in the first month of the agreement Escalation Please provide all applicable billing information and point of contact for coordination and questions. Customer Name Address Suite (If Applicable) City, State & Zip Attn Work Phone CeII Phone Email This pricing is valid for 30 calendar days from the date of this proposal. To accept this proposal, please sign and date below and return to Convergint. Respectfully submitted by Convergint Technologies Altd'z ieb74#na / By signing below, I acce,jithis pr►pos Customer Na 1 Date Authorized Signature Printed Name and Title convergjnt 4250 N. Sam Houston Pkwy E Suite 180, Houston, Texas 77032 Phone 832-327-3700 Mobile 832-524-6024 michael.huffman@convergint.com September 25, 2023 City of Pearland Attention: John Knight Reference Emergency Services-2023/2024 Quotation: MH03609268P Omnia Contract License/Cert Number: R220702 Provide a $30,000 draw to keep the City of Pearland for emergency services for labor and material associated with the up keep of the access control and video surveillance systems. Convergint service department will keep a running total for all work orders including money left over for services rendered. If additional funding is needed during the City calendar business year between 2022-2023, Convergint will notify the IT Department in advance. The Emergency callout will only be paid as used. Hourly rates for call outs will be billed at $152.00. (Two hour minimum) Dates of this agreement run from October 1,2023 through September 30, 2024. Materials Line 1 Qty Part Description All labor is in accordance with Omnia - Contract R220702 Unit Price Extended Price Equipment Total Total Labor/Other Costs Freight/Warranty Tax if Applicable Total 'Project Price 0.00 30,000.00 0.00 0.00 30,000.00 convergjnt 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 labor and materials will be charged in accordance with Omnia Contract R220702. 3. Permits or associated fees are not included. 4. 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. 5. Proposal does not include sales tax unless otherwise noted. 6. 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 7. 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. 8. 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. conve rg j nt Total Project Investment: $ 30,000.00 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, mtThael/Huiffnumv Convergint Michael Huffman By signing below, I accept this proposal and agree to the Terms and Conditions contained herein John Knight September 25, 2023 Date Authorized Signature Title Convergint Technologies Terms and Conditions (Install & T&M) Version 4.0 (US AND CANADA) July 2023 Throughout this Proposal, including these Terms and Conditions and any attachments, (together, "Agreement") the tent °Converglnt' refers to the Converglnl Technologies affiliate operating in the state&pmvince in which the Work is being performed and "Convergint Related Parties" means Convergint end Its contractors, subcontractors, third party product manufacturers or providers. SECTION 1. THE WORK This Agreement takes precedence aver and supersedes any and all prior proposals, correspondence, and oral or written agreements or representations relating to the work set forth in the attached scope of work ("Work"), Ties Work commences on the start date and will be performed pursuant to the schedule specified in the attached scope of work and, subject to any change orders or addondums, represents the entire agreement between Convergint and Customer. This Agreement is made without regard to compliance with any special sourcing andror manufacturing requirements, minority or disadvantaged supplier requirements. or similar government procurement laws. Should such requirements be applicable to this Agreement, Convergint reserves the right to modify and/or withdraw its Agreement. Customer understands that Convergint Is an authorized distributor or reseller and not the manufacturer or developer ("OEM') of software, hardware and equipment (collectively, 'Third Party Products") purchased by Customer and certain services are delivered to Customer by such OEM. No monitoring services, including UL listed monitoring, are Included In the Work. Any such services shall be governed and provided by a separate agreement. Converglnl 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 documenlalion required to perform the Work In accordance with the Agreement; o, Secure and pay for permits and governmental fees, licenses, and Inspections necessary for proper execution and completion of the Work, unless local regulations provide ogrervlse; 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: al b. d. e. f. 9, To promptly approve submittals provided by Convergint; To provide access to all areas of the site which are necessary to complete the Work; To supply suitable electrical service as required by Convergint; To remove site obstacles and job safety hazards; To promptly participate and approve acceptance testing, if applicable; Upon completion of commissioning or agreed to acceptance criteria, to promptly provide sign -off establishing Job closeout; and Thal 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 lime that Convergint notes the Customer That the systems are operational or that the emergency has cleared. THE WORK AND/OR THIRD PARTY PRODUCTS ARE DESIGNED TO HELP REDUCE, BUT NOT ELIMINATE RISKS OF LOSS RELATING TO CUSTOMER'S PREMISES OR THIRD PARTIES. THE AMOUNTS BEING CHARGED BY CONVERGINT ARE NOT SUFFICIENT TO GUARANTEE THAT LOSS OR DAMAGE WILL DECREASE OR BE ELIMINATED. Customer acknowledges that proper safety and security requires a layered approach of people, processes, safely, and technologies. The Work, including Third Party Products, provided by Convergint is not sufficient to ensure overall safety and security. Customer acknowledges and agrees that it Is responsible for Its overall safety and security, Including testing and maintenance of the Third Party Products (except to the extent contracted to Convergint by written agreement). Customer acknowledges and agrees that It has a duty of caro and is solely responsible for Its compliance with applicable laws, rules, and regulations, Including but not limited to export and re-export restrictions and regulations, privacy and data protection regulations, applicable OEM Instructions, terms and conditions, EULAs, and proper product usage. Risk of loss, including any Third Party Product 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 end user license agreements. If or Third Party Products are earlier stored on Customers site pursuant to agreement between Customer and Converglnt, risk of loss with respect to such or Third Party Product shall pass to Customer upon delivery to Customers site, SECTION 2. PRICING Pricing and amounts proposed shall remain valid for 30 days unless otherwise specified. Price includes only the Third Party Products listed based on Convergint's Interpretation of plans and specifications unless noted otherwise. Additional Third Party Products, unless negotiated prior to order placement, will be billed accordingly. Sales taxes (or as applicable GST, PST, VAT or similar tax) 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 o1 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, Yelhln thirty (30) days of the date of such Invoice. I1 the Work Is completed in less than one month, Customer agrees to pay Convergint in full afterthe 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 Converglnl 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 without liability until paid, charge Customer an Interest rate 1 and 112% percent per month (or the maxinum 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 Warranties for Convergint's services and Third Party Products are described in the Limited Warranty for Products and Services available al htlnsaRvww,convergmLcorniterrnst which is in effect as of the effective date of this Agreement and is incorporated by reference as if sot forth herein in full. SECTION 5. CHANGES Without invalidating this Agreement or any bond given hereunder, Customer or Convergint may request changes in the Work with a change order signed by both parties, If Customer orders (i) any changes to the Work (e.g. c-hange in objective, deliverables, tasks or hours), (ii) changes to schedule (extension or acceleration), or (ill) causes any material interference with Convergint's pedomiance of the Work, Convergint shall be entitled to an equitable adjustment In the lime for performance and in tho Price, including a reasonable allowance for overhead and profit. SECTION 6. FORCE MAJEURE Neither Customer nor Convergint shall be liable for 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, HoodingJ, negligence of others, vandalism, power failure, Installation of incompatible equipment, improper operating procedures, source current fluctuations or lighting, transportation contingen Iles; 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 lime for performance shall be extended for a period of time reasonably necessary to overcome the effect of the delay and Convergint shall be entitled to an equitable adjustment of the Price. SECTION 7. INSURANCE In lieu of any Customer insurance requirements, for Services performed in the United States, Convergint shall maintain the following insurance coverages during the term of this Agreement and upon request, shall provide certificates of insurance to the Customer: Workers Compensation Employer's Liability Commercial General Liability Aulonlotkle Liability [xcess.Umbrella Liability Statutory Limits $1,000,000 per oceterencoMggregete $1,000,000 per occurrence $2,000,000 general aggregate $1,000,000 per occurrence/aggregate $3,000,000 per occurrence/aggregate Commercial General Liability policy shall name tho Customer as "additional insured" en a prirnarylnoncontributory basis with respect to liability arising out of the Services, as applicable, but only to the extent of liabilities falling within the indemnity obligations of Convergint pursuant to the terms of this Agreement. Converglnl shall not provide loss runs or copies of Its Insurance pollees, Convergint shall provide to the Customer no less than thirty (30) days' notice prior to the termination or cancellation of any such Insurance policy. For services performed In Canada, Convergint shall maintain similar insurance coverage dependent upon the local requirements in Canada and upon Iho Insurance available under Convergint's Insurance program, All required insurance coverage shall be reasonable In the circurnslences and compliant with local regulations. SECTION 8. INDEMNIFICATION To the fullest extent alloyed by law, Convergint shall indemnify and hold Customer harmless from and against claims, damages, losses, and expenses (excluding loss of use) atltibulable 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, If Convergint is providing products or services for intrusion defection, detection of specific threats to people or property (including weapons, gunshot, or drone detection), mass notification, ballistics or explosives protection, or processing of blomelric, health, financial, or government Identifier data (collectively, 'Special Offerings'), Then to the fullest extent allowed by law (i) Converglnt's indemnification obligations under the Agreement do not apply whatsoever and Convergint and Convergint Related Parties have no liability to Customer for any losses or damages caused by any Special Offerings; and (II) Customer shall indemnify, defend, and hold harmless Convergint and Convergint Related Parties, from and against all claims, demands, actions, liabilities, damages, and costs (Including reasonable attorneys' fees) relating to Special Offerings provided by Convergint , except to the extent of Convergint's gross negligence installing such Special Offerings, Any wavier of damages or limitation of liability contained In the Agreement and as modified herein shall not apply to Customer's indemnification, hold harmless and defense obligations herein. SECTION 9. LIMITATION OF LIABILITY EXCEPT AS PROVIDED HEREIN, TO THE FULLEST EXTENT ALLOWED BY LAW: (A) IN NO EVENT SHALL EITHER CONVERGINT, CONVERGINT RELATED PARTIES, OR CUSTOMER BE LIABLE UNDER OR IN CONNECTION WITH THIS PROPOSAL 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) THE AGGREGATE LIABILITY OF CONVERGINT AND CONVERGINT RELATED PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TOCONVERGINT UNDER THIS AGREEMENT. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. 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, & SITE CONDITIONS Convorgint agrees to comply with all laws and regulations applicable to Its provision of the Work. Customervnll 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, provded such program Is supplied to Convergint prior to beginning Work. If during the course of its Work, Converginl encounters conditions at the site that are subsurface, differ materially from what is represented in the contract documents, or otherwise concealed physical conditions, Converginl shall he entitled to an extension of lime and additional costs for the performance of fls work. If Convergint discovers or suspects the presence of hazardous materials or unsafe working conditions at Customers site where the Werk Is to be performed, Convergint Is entitled to stop the Work at that site it 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 Customers site. Converginl 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 site. To the idlest extent allowed by law, Customer shall indemnify and hold harmless Converginl from and against claims, damages, losses and expenses, Including but not limited to, reasonable attorneys fees, arising out of or resulting from undisclosed Hazardous materials or unsafe working conditions at Customer's site. SECTION 11. PERSONAL DATA & SECURITY Convergint's obligations and liabilities regarding Processing of Personal Dala and information security shall bo limited solely to Processing performed by Convergint's personnel, Processing by OEMs or Third Party Products are governed by any applicable O EM end user licensing agreements or terms and conditions. Customer represents and warrants that It will comply with all applicable Dala Protection Laws, Although certain products delivered by Convergint may be capable of processing Biometrlc Information, Personal Health Information, financial information, or government Identifiers ('sensitive Information'), Customer acknowledges that Converginl is not Processing Sensitive Information (or to the extent it is Processing Sensitive Information, it is doing so strictly in accordance with Customer's instructions) and Customer is solely responsible for compliance of all such Processing with Data Protection Laws. To the fullest extent allowed by law, Customer shall indemnify, defend and hold harmless Convergint from and against all claims, demands, actions, liabilities, damages, and costs (including reasonable attorneys' foes) asserted by a third party arising out of or relating to failure to comply with applicable Data Protection Laws Including but not limited to those related to Sensitive Information. Customer acknowledges it has reviewed Convergint's Privacy Policy available at hllrrs`gwww coeverrmine.cornforivacv-oehcvi, "Personal Data", `Process(ing)", "Biometrlc Information", and "Personal Health Information" shall be interpreted in accordance with, and shall include analogous terminology as used In, applicable laws and regulations relating to data privacy, Information security, data protection, date breaches, cross -border data flows, and/or the rights and obligations of persons or entities regarding personal information ('Data Protection Laws"). To the extent Convergint provides cybersecurity services, such services are provided 'as is" without warranties or representations of any kind, whether express or Implied. Converginl will fallow Custorner-specifled policies to access (Including remotely access) Customer Information systems; however, Convergint will not be responsible for technical problems that may occur resulting from Converglnt following Customer's Instructions or for information security losses or harrns to the extent that they are not due to the fault of Converglnt. Customer -authorized changes to Customer Information systems are at Customer's own risk and Customer acknowledges it is responsible for the overall security of its information systems. S ECTION 12. INTELLECTUAL PROPERTY Convorgint shall retain title and ownership of all intellectual property rights relating to the drawings, technical documentation, or other technical Information ("Documentation') delivered under this Agreement. The OEMs shall retain title and ownership of all intellectual properly rights relating 10 the Third Party Products and will grant any license and right to use in connection with the Third Party Product through the OEM's end user license agreement or other terms and conditions. Customer shall not use any Documentation supplied by Converglnt for any purposes other than those directly related to this Agreement or for the use and/or maintenance of the Third Party Product, SECTION 13. 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 materials or Third Party 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) market conditions such as price volatility or availability limitations, or (d) other events not within Convergint's control that impact the cost of performing the Work. The adjustment shall be consistent with applicable market Indexes, where available, third -party sources or other evidence. Convergint reserves the right to add periodic surcharges, Including without limitation, adjustments for the then current price of fuel, such surcharges to be specified and invoiced by Convorgint. S ECTION 14. TERMINATION If a party materially breaches this Agreement, the other party shall provide written notice of the breach and a reasonable time to cure the breath, but in no event less than 30 days. If the breaching party fails to cure the breach within the specified time period, the non -breaching party may terminate thls Agreement upon 15 days written notice la the other party. If Converglnt notifies Customer of a material breach pursuant to this paragraph, Convergint may temporarily suspend its work without (lability until Customer cures the breach. S ECTION 15, GOVERNING LAW AND DISPUTES The parties agree that this Agreement shall be governed by the laws of the slate/province where the Work is located, and venue for disputes shall be located in that state/province. In the event of any dispute behvoen Convergint and Customer, Convorgint 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 (if the Services are performed in the United States) or Arbitration Rules of the ADR Institute of Canada, Inc. (if the Services are performed in Canada) 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 16. MISCELLANEOUS The parties have required that this Agreement be written in English arid have also agreed that all notices or other documents required by or contemplated in this Agreement be written in English. Les parties ont requls que cette convention soil redige° en anglais et one egalernent convene que tout avis ou autre document oxige aux termer des presentes ou decoulant de I'une qusiconque de ses dispositions sera prepare en angtals, Any changes to this Agreement shall be In writing signed by both Customer and converginL In the event any provision of this Agreement is tusk) to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. Customer waives all claims against Convorgint arising from or related to suspension of work pursuant to thls Agreement. Customer and Convergint am independent contractors, and nothing in this Agreement creates any agency. joint venture, partnership, or other form of joint enterprise, employment, or fiduciaty relationship between them. Nothing contained in this Agreement shall be deemed to create a relationship of employee or employer between the parties, and neither party shall bo entitled to any benefits that the other party provides for its Own employees, including workers compensation and unemployment insurance. Each party shall have exclusive control over its own employees, agents, and subcontractors, its labor and employee relations, and its policies relating to wages, hours, working conditions, or other conditions. 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 Converginl; 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 t as Agreement relates, Notices shall be in wdting 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 wham 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 Converginl. 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 invoking, warranty, indemnity, and disputes shall survive (he termination of this Agreement. By signing This Agreement, Customer acknowledges that It reviewed the Important Product Safety and Service Information at httos:J/www.convereint.comiterms/. V4.0 July 2023 Page 2 of Convorgint Technologies