HomeMy Public PortalAbout2019-30 Approving Convergint Technologies LLC fot VKB electronic securityRESOLUTION NO. 2019-30
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING
CONVERGINT TECHNOLOGIES, LLC FOR
MAINTENANCE AND SUPPORT OF THB VILLAGE'S
ELECTRONIC SECURITY, VIDEO MANAGEMENT AND
KEY CARD SECURITY SYSTEMS; PROVIDING FOR A
\ryAIVER OF COMPETITIVE BIDDING; PROVIDING FOR
AUTHORIZATION; AND PROVIDING FOR AN
EFFECTIVE DATE.
\ilHEREAS, on December 4, 2072, the Village of Key Biscayne ("Village") Council
adopted Resolution No. 2012-41 , approving the purchase of Closed Caption Television (CCTV)
digital video recording and identification key card security systems (the "Systems") from Kratos
Public Safety & Security Solutions,lnc.; and
\ryHEREAS, the Systems are used by several law enforcement agencies within Florida and
provide the Village with the ability to seamlessly communicate with other agencies, including the
Miami Police Emergency Operations Center; and
WHEREAS, the Village is in need of continuously maintaining the Systems and
minimizing malfunctions and downtime of the Systems; and
\ryHEREAS, Convergint Technologies, LLC (the "Vendor") has maintained the Systems
since they were purchased and Village Staff believes it is in the Village's best interest for the
Vendor to continue performing maintenance and support services for the Systems due to their
familiarity with the Village's System and record of service; and
WHEREAS, the Village Council finds that the competitive bidding requirements of the
Code should be waived pursuant to Section 2-85 of the Village Code, which authorizes the
Council, by majority vote, to waive competitive bidding procedures if the Council determines
that it is impractical to apply such procedures; and
WHEREAS, the Village Council desires to enter into an agreement with the Vendor for
maintenance and support services for the Systems, and authorize the Village Manager to
negotiate an agreement with the Vendor consistent with and substantially in accordance with the
Proposals attached hereto as Exhibits'oA" and "8";
WHEREAS, the Village Council finds that this Resolution is in the best interest and
welfare of the residents of the Village.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF
THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals. That each of the above-stated recitals are hereby adopted,
confirmed, and incorporated herein.
Section 2. Approval. That the Village Council approves the Vendor for maintenance
and support services for the Systems.
Section 3. Waiver of Competitive Biddins. That the Village Council hereby finds
that, pursuant to Section 2-85 of the Village Code of Ordinances, it is impractical to apply the
competitive bidding procedures within the Village Code and, accordingly, waives competitive
bidding.
Section 4. Authorization. That the Village Manager is hereby authorized to
negotiate an agreement with Vendor for maintenance and support services for the Systems,
consistent with and substantially in accordance with the Proposals attached hereto as Exhibits
"4" and "8" in an amount not to exceed $20,000, subject to approval by the Village Attorney as
to form, content, and legal sufficiency.
Section 5. Effective Date. That this Resolution shall be effective immediately upon
adoption.
2
PASSED and ADOPTED this 2l't day of May, 2019.
r
ATTEST
-----
MEDINA,C
GE CLERK
APPROVED AS TO FORM AND LEGAL SUFFI
V/. DAVEY, MAYOR
æL
VILLAGE ATTORNEY
t
c t
TEC ES
Making a Daily Differenc€
5t13t2019
Village of Key Biscayne Police
Jose Calvo
88 West Mclntyre Street
Key Biscayne, Florida 33149
Proposal # SMA-3388
Reference: Yearly Maintenance Contract Access Control System
Thank you for considering Convergint Technologies as your security service provider of choice. The intent of this Customer
Support Program (CSP) is to assist you in maintaining your installed electron¡c security system and minimize system
malfunct¡ons 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 your occupants.
Convergint Technologies is committed to providing long-term customer satisfaction and support for your system 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 as well as the following services:
/ Standard Product Warranw / 2-5 Business Dav Resoonse I Standard T&M Rates
A Convergint Customer Support Program extends well beyond the standard coverage described above which includes the
following service offerings as part of our Standard CSP Agreement.
Next Business Dav Resoonse Prefened24lT Hourly Seruice Rate iCare Manaqer
Beyond our Standard CSP Agreement, Convergint Technologies also offers the following additional and customizable
services as part of this Agreement:
Comprehensive Component Coverage / PreventativeMaintenance
/ Annual Sofìware SuDDolt iCale Executive / Prioriw Emergencv Seruices Response
I On-Site Systems Security Specialist I StaffTrainins / Remote Diagnostics
A complete description of these optional offerings can be found on pages 3-4 of this proposal.
Additional Contract Details and Clarifications can be found on page 5 of this proposal.
USA: Atlanta. Aust¡n. Chicago. DC. Dallas. Denver. Eugene. Houston.Jacksonville. LosAngeles. M¡nneapolis. Nashville. New Orleans. New England
.NY/NJ.Portland.Orlando.Richmond.St.Louis.SanAntonio.SanFrancisco.Seattle.Tampa.Tulsa.Va.Beach
CANADA: Calgary ' Edmonton ' Fort McMurray ' Lethbridge ' Lloydm¡nsteF Toronto ' Vancouver
Steve Andrietta
Account Executive
Convergint Technologies, LLC
3102 Commerce Parkway
Miramar,Fl,33025
Page I of 9
Options and Pricing Summary
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overaqe rtance
N/A
Not lncluded
Not lncluded
Not lncluded
Not lncluded
Not lncluded
Not Inclucled
*See Additianal Contract Terms and Clarifications on 5 for additional 1st
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
details.
N
lnitials
Customer lnitials:
Not lr Customer lnitials
Customer lnitials:
Not lnclud
ln
I\Customer
Maintenance Contract - lst Year
Year:
t-|t,oo
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Customer lnitials:
Customer lnitials:
Customer lnitials:
Customer lnitials:
Service Start Date:11t1t2018 PaymentSchedule:l Annually 1 Pavments PerYear
Service End Date:I 0/31/201 S Pre-Contract Cost Due at Sionino $
11 .1't 9.00
$
5t't5t2019 $
Amount st
1 +
'"IhelstPaymentDuemaybemorethantheAmountperPayment,lstyear,ifthere¡sanamountinthePr+ContractCostDueatSigningOpt¡on. Thisincreasedamountonlyapplies
to the 1 st Payment, each addit¡onal payment in the 1 st year will equal the Amount Per Payment, I st Year.
Not lncluded *Amount
Not lncluded
Not lncluded
Not lncluded *Amount per Payment, Sth Year:Not lncluded
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JJo *A 3 o/o increase is applied per additional contract vear to each pavment
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**Preventive Maintenance lns nection{s):
I
0 lpt¡l will be scheduled Monday - Friday during normal working hours of 8AN
Ito seH,r.
preventive Maintenance Schedub:lTh9 PMI schedule will be an even division of 12 months using the # of PMI's to be
lpenormeo rn a grven year.
É. úto r.ll
3F
Preferred 24t7 Hourly and Time andl
Materials Labor Ratesl
Mon-Fri
8AM-5PM
Mon-Fri
After Hours
Weekends and
Holidays
Convergint Customers with an active CSP plar
enjoy a savings on labor both during and outside
of the standard CSP coverage normal business
hours. CSP Customers are billed the discountec
rate shown to the left.
CSP Customersl $ 115 s 173 s 230
Non CSP Customersl $ 168 s 252 $ 336
Authorized Signature
Customer's Authorized Signature
Page 2 of 9
Pr¡nt Name and T¡tleDate
Descriptions of Standard Offerings
lncludedlVexf Bus¡ness Day Resoonse -
After a service call is placed under a ustomer pport ram, Convergint Technologies will respond (on-site) to customer
service calls by the next business day Monday through Friday 8:00 AM to 5:00 PM
Preferred 24/7 Hourlv Rates-lncluded
Customers with a Convergint Technologìes Customer Supporl Program automatically receive a preferred discounted hourly labor rate for
all time & material related service calls. Regardless of what time of day, what day of week, weekend, or holiday, our CSP customers will
be charged the discounted rate for time & material work performed. This preferred discounted rate can be found on page two of this
proposal.
iCare Manaoer -
This value added online service provides our customers to and View Service Work Orders, View lnstallation Jobs,
View Service Work Order Status Report, Customer/Convergint Contact lnformation, Online Help and Customer Survey Feedback.
Comprehensive Labor Coveraqe -lncluded
For those customers seeking to manage their financial risk associated with emergency service and repair labor, this option is intended to
provide comprehensive labor coverage upfront for: 1) Emergency Service Calls,2) System Troubleshooting & Diagnostics, and 3)
Component Repair Labor.
Note: Unless Priority On-Site Response Option is selected, this labor coverage will be provided during normal business hours
(Monday - Friday 8:00 AM to 5:00 PM). Repairs as a result of damage from acts of God and/or vandalism are not included in this
coverage.
Comorehensive Component Coveraqe -lncluded
For those customers seeking to manage their financial risk associated with the replacement of failed system components, this option is
intended to provide comprehensive component coverage for the equipment identified in the equipment list of this agreement.
Note: uomponents wrll be replaceo wrtn srmrlarlecnnology avarlaþle at tne trme 01 sucn replacement. lecnnology upgrades or
system enhancements are not included as part of this coverage option. Repairs as a result of damage from acts of God and/or
vandalism are not included in this covereoe.
Preventive Ma¡ntenance -
On a scheduled basis, Convergint will provide security system 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 security components as listed in the attached equipment list.
UL Alarm Svstem Monitorino -Not lncluded
lntrusion Detection Systems monitoring by a UL Listed Central Station. THIS OPTION REQUIRES THAT A 3rd PARTY AGREEMENT
BE EXECUTED PRIOR TO IMPLEMENTATION THAT WILL BE THE GOVERNING TERMS AND CONDITIONS FOR THIS PORTION
Total # of IDS Panels:10 # of System Partions to Monitor:No Partitions
Test Reoort Freouencv:lTest ReDorts Not lncluded Alarm Net Radio Not lncluded
Open/Closed Reports:l Not lncluded
Test Reports: With the above defined frequency, a test report of the panels communication to the Central Station will be generated and
sent to the customer.
Open/Closed Reports: A report is generated when the IDS panel is armed/disarmed and that report is sent to the customer on a daily
basis. For Supervised Open/Close Reports, in addition to the daily report, the Central Station will contact the customer immediately
when the IDS panel is not armed/disarmed at a previously agreed upon time.
Partitions: Systems that are partitioned (split up into different alarm areas using one IDS panel) are considered individual IDS Panels
with potentially different users to be called for alarm verification.
Alarm Net Radio: A secondary communication path in the event that the primary (phone/lP) fails.
Database Manaoement Services -
Convergint will supplement your inte rnal system n suppo providing valued fronfend database management serv¡ces
These services include: On-site system database back-up and General front-end system diagnostics. Th¡s valued service is intended to
minimize system downtime and to ensure the system database is fully backed-up in the event of losing valuable information. lt also
identifies potential system issues in advance of system failure or corruption. General hardware cleaning and maintenance will also be
performed during this service. Database Management Services will be performed during each Preventive Maintenance lnspection or, if
the PMI optional offering is not selected, one Database Management Service will be performed each year the Customer Support Plan is
in place.
Descriptions of Optional Offerin gs
uded
Not lncluded
Page 3 of 9
Descriptions of Optional Offerings (continued)
iCare Executive -Not lncluded
This value added online service tool includes all of the features of iCare Manager plus: Real-time Status, Metric and Custom reports,
access to My Document Library (i.e. document sharing platform), lntranet and lnternet Links, Administrative Privileges and Email
Notifications.
On-Sife Svsfems Secunly Soeclallsf -Not lncluded
The On-Site Security Systems Specialist will report directly to Convergint Technologies, with day-to-day accountability to our customer.
Specific goals will be established and progress against these goals will be measured quarterly during a formal goal review meeting. The
On-Site Security Systems Specialist shall manage and administer standards and security operations procedures and assist security
personnel ¡n day-to-day security system operations. This option provides customers with a dedicated resource ensuring system integrity,
standardization, and continuity. This is accomplished through program management, technical skills, and innovative communication
tools.
Remote Diaqnostics -Not lncluded
Convergint will utilize an industry standard authentication technology to remotely access your security system and resolve technical
issues in real time resulting in a savings of both time and system downtime. A Convergint Support Specialist, with the support of a
screen sharing session, will work directly with your personnel for initial call support and troubleshooting. lf the issue cannot be resolved
on-line, a more refined service response will result including the dispatching of a security service representative. ln addition, remote
service diagnost¡c support provides a valuable tool for your personnel by providing hands on training on system troubleshooting and
software services.
Pr¡orrtv Emeroencv Service Response -
Convergint Technologies realizes that many a more immediate response to service calls deemed to be priority
one. By selecting this Priority On-Site Response option, Convergint Technologies will commit to responding to these service calls on a
2417 365 e basis as follows:
Staff Traininq-Not lncluded
Convergint Technologies provides on-going secur¡ty system tra¡n¡ng services for your staff. Annually, Convergint will provide a four (4)
hour training course designed to improve the knowledge and efficiencies of your security staff. Training will be customized to your
specific facility and system and will typically include the following topics: system architecture, overall system operation, alarm response
procedures, trouble shooting techniques, management report generation, etc. The benefit of this training is that your staff will become
more familiar and comfortable with the security system, and be able to respond efiectively and efficiently to alarm situations.
Annual Software Suooort -lncluded
Convergint Technologies provides customers a comprehensive security sofrware support plan that allows them to keep pace with
software revisions and advancements. Such revisions will help keep your installed system operating with the latest
technology. Convergintwill provide software upgrades on an annual basis and do so, at the standard Customer Support Plan rates, once
the latest revisions are stable and reliable . (The Labor to cover software upgrades is covered under Preventive Maintenance
lnspections. Talk to your Account Manager about this optional offering.) Covered software is identified in the equipment list of this
proposal. Note: Server or workstation hardware upgrades are not included. This option also provides manufacturer's technical support to
Convergint specialists when needed.
Not lncluded
Mondav - Fr¡dav (Normal Business Hours)I
Monday - Fr¡day (After Hours)Four Hour On-Site
Saturdav/Sundav/Holidav Four Hour
Page 4 of 9
Additional Contract Details and Clarifications
Pre-Confracf Sysfem lesf -Not lncluded
lf a pre-contract system test is required, provide clarification and scope of work here
Pre-Contract Reolacement Hardware -
lf there are existing pieces of equipment known to
work here
replacement prior to the CSP contract, indicate that scope of
Additional Contract Notes -
Provide any additional CSP specific contract notes or performance requirements here
Not lncluded
Qtv Part Numbôr
a
Lenel SUSP.W.ES Annuâl Software SupDort 32ES Svstem
Software Su pport Licenses
Page 5 of 9
a are
Otv Manufactufgr Part Numbor Do!cri¡tion
0 0 0 0
c 0 0 0
1 0 lntell¡qent Controller lntellioent Controller
0 Reader Board Reader Board
1 0 Badqe Pr¡nter Badqe Printer
0 Lock Power SuDDlv Lock Power SuDDlv
Covered Equipment
Page 6 of 9
a
#Slto lD Slte Name Addross
'l
2
4
5
6
7
8
I
'10
'11
12
't3
14
15
16
17
18
't9
2A
21
22
23
24
25
27
28
29
30
31
32
33
34
35
36
37
Service Locations
Qtv
a
Manufacturer
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 D 0 0
0 0 0 0
0 0 0 0
0 0 0 0
Not Covered Equipment
Page 7 of I
Terms and Conditions (page 1 of 2l
Throughout th¡s lnstallat¡on Proposal, the term, "Converginl" refers lo the Convergint Technologies' af¡l¡ate operating ¡n the state/province ¡n which the work is be¡ng
performed, specifcally, "Convergint Technolog¡es LLC" or "Converg¡nt Technologies LTD".
SECTION I. THE WORK
This lnstãllât¡on Proposal takes precedence over and supersedes any and all prior proposals, corespondence, ând oral agreements or representations relat¡ng to
the work set forth in lhe attached scope of work ("Work"). This lnstallation Proposal commences on the Start Date as specif¡ed in the attached scope of work, and
represents the entire agreement between Convergint and Customer (the "Agreement") and it may only be amended by a written document s¡gned by both
Convergint and Cuslomer. ln the event any provis¡on of this Agreement ¡s held to be invalid or unenforceable, the rema¡ning prov¡s¡ons of this Agreement shall
rema¡n in full force.
Converg¡nl agrees ¡n accordance w¡th the mutually agreed project schedule:
a. To subm¡t shop draw¡ngs, product data, samples and s¡m¡lar submittals if requ¡red ¡n performing the Work;
b. To pây for all lâbor, materials, equipment, tools, superuis¡on, programming, test¡ng, slartup and documentation requ¡red to perform the
Work ¡n accordance with lhe Agreementl
c. Secure and pay for permits and governmental fees, l¡censes and ¡nspections necessary for proper execulion and completion of the Work;
and
d. H¡re subcontractors and order material to perfom part of the Work, ¡f necessary, wh¡le rema¡n¡ng respons¡ble for the completion of the
Work.
Customer agrees in accordance w¡th the mutually agreed prcject schedule, and at no cost to Convergint:
a. To promptly approve submittals provided by Converg¡nt;
b. To prov¡de access to all areas of the facil¡ty wh¡ch are necessary to complete the Work:
c. To supply su¡table electrical seru¡ce as requ¡red by Converg¡nt; and
d. That in the event of any emergency or systems fa¡lure, reasonable safety precautions will be taken by Customer to protecl l¡fe and
properly during the period of l¡me from when Converg¡nt is first not¡f¡ed of the emergency or fa¡lure and unt¡l such time
that Converg¡nt notif¡es the Customer thal lhe systems are operat¡onal or that the emergency has cleared.
SECTION 2. PRICING
Pricing and amounts proposed shall remain val¡d for 30 days unless otheM¡se specmed. Price includes only the material listed based on Convergint's ¡nterpretation
of plans and specifications unless noted otheru¡se. Additional equipment, unless negotiated prior to order placement, will be billed accord¡ngly. Sales taxes, (and in
Canada GST/PST) and any other taxes assessed on Customer shall be added to the pr¡ce upon invo¡ce to Customer.
SECTION 3. INVOICE REMITTANCE AND PAYMENT
Customer agrees to pay Converg¡nt frfteen ('15%) percent of the total pr¡ce as a mobilizat¡on fee at the time of execut¡ng this Agreement.
lf the Work is perfomed over more than a monlh, Converg¡nt will ¡nvoice Customer each month for the Work performed during lhe previous monlh. Cuslomer
agrees to pay the amount due to Converg¡nt as ¡nvoiced, w¡th¡n th¡rty (30) days of the dâte of such invoice. lf the Work ¡s completed ¡n less thån one month,
Customer agrees to pay Converg¡nt in full after the Work has been performed within thirty (30) days of the date of being ¡nvoiced. lnvo¡ces shall not include or be
subject to a project retention percentage. lf Customer ¡s overdue in any payment to Converg¡nt, Convergint shall be entitled to suspend the Work until paid, and
charge Cuslomer an interest rate 1 and 1l2o/o percent per month, (or the maximum rate permitted by law), and may avail ¡tself of any other legal or equ¡table remedy.
Customer shall reimburse Convergint costs ¡ncurred in collect¡ng any amounts that become overdue, ¡ncluding atlorney fees, court costs and any olher reasonable
expendihrre.
SECTION 4. WARRANTY
Converg¡nt provides the follow¡ng warranty to lhe Customer:
For the period of one (1) year, commendng at the earlier of substantial completion of the Work, or first benef¡cial use, ("Wananty Period"):
That Work performed under th¡s Agreement will be of good qual¡ty;
That all equipment w¡ll be new unless otheru¡se required or perm¡tted by th¡s Agreement;
That the Work will be free from defects not inherent in the qual¡ty required or perm¡tted; and
That the Work w¡ll conform to the requ¡rements of th¡s Agreement.
The Customer's sole remedy for any breach of th¡s warranty ¡s that Converg¡nt shall remove, replace and/or repair at ¡ts own expense any defective or ¡mproper
Work, discovered w¡thin the Warranty Period, provided Converginl ¡s nol¡fied ¡n wr¡ting of any defect with¡n the Wananty Period.
Any equ¡pment or products installed by Converg¡nt in the course of performing lhe Work hereunder shall only carry such warranty as ¡s prov¡ded by the manufacturer
thereof, which Convergint hereby assigns to Customer w¡thout recourse to Convergint. Upon request of Cuslomer, Convergint will use all reasonable efforts to
assist Customer ¡n enforcing any such third party warrant¡es. Th¡s wârranty excludes remedy for damage or defect caused by abuse, mod¡ficat¡ons not executed by
Convergint, improper or insuffìc¡ent mâ¡nlenance, improper operâtion, or normal weâr and tear under nomal usage. NO FURTHER WARRANTIES OR
GUARANTIES, EXPRESS OR IMPLIED, ARE MADE WTH 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 invalidaling this Agreement or any bond given hereunder, Customer or Converg¡nt may request changes in the Work. Any changes lo the Work and any
adjustment to the Agreement Pr¡ce or the time for completion of the Work shall be in writ¡ng signed by both Customer and Convergint. lf Customer orders any
additional work or causes any maler¡al interference w¡th Converg¡nt's perfomance of the Work, Converg¡nt shall be entitled to an equitable adjustment in the t¡me for
performance and ¡n the Agreement Price, ¡ncluding a reasonable allowance for overhead and profit.
SECTION 6. FORCE MAJEURE
Ne¡ther Customer nor Convergint shall be respons¡ble or liable for, shall incur expense for, or be deemed to be in breach of th¡s Agreement because of any delay in
the performance of the¡r respective obl¡gat¡ons pursuant to this Agreement due solely to circumstances beyond the¡r reasonable control ("Force Majeure") and
without the fault or negligence of the party exper¡enc¡ng such delay, prov¡ded that the party experiencing the delay shall promptly give written notification to the other
party within five (5) days after such party has leamed of the Force Majeure. A Force Majeure event shall include, but not be lim¡ted to: accident, fire, stom, water,
flooding, negligence, vandalism, power failure, ¡nstallat¡on of ¡ncompatible equipment, ¡mproper operat¡ng procedures, source currenl fluctuations or lighting. lf
perfomance by either party is delayed due to Force Majeure, the time for that performance shall be extended for a per¡od of time reasonably necessary to overcome
the effect of the delay. Any Services required by Converg¡nt due to reasons set forth ¡n lhis Force Majeure Section shall be charged to Customer in addition to any
amounts due under th¡s Agreement.
SECTION 7. INSURANCE
Converg¡nt shall have the following insurance coverage during the term of th¡s Agreement, ãnd shall provide certifcates of insurance to the Customer prior to
beginning work hereunder:
Worke/s Compensalion Statutory Limits
Employefs Liability $ 1 ,000,000 per occurrence /aggregate
ÇommercialGeneralLiability $1,000,000peroccurrence/aggregate
$2,000,000 general aggregate
Automob¡le L¡abil¡ty $1,000,000 per occurrence/aggregate
Page I of I
Terms and Conditions (page 2 oÍ 2l
SECTION 8. INDEMNIFICATION
Converg¡nt shall ¡ndemnify and hold Customer harmless from and against cla¡ms, damages, losses and expenses, (¡nclud¡ng, but not limited to, reasonable
attorney's fees), attributable to bodily injury, sickness, disease or deáth, or to destruct¡on of tangible property, but only to the extent câused by: a) the negligent or
willful acts or om¡ss¡ons of Convergint or Convergint's employees or subcontractors while on Custome/s s¡te, or b) the malfuncl¡on of the equ¡pment supplied by
Converg¡nt, or c) Converg¡nt's breach of lh¡s Agreement.
IN NO EVENT SHALL EITHER CONVËRGINT OR CUSTOMER BE LIABLE TO THE OTHER PARTY HERETO FOR SPECIAL, INDIRECI, INCIDENÏAL OR
CONSEQUENTIAL DAMAGES, INCLUDING COMMERCIAL LOSS, LOSS OF USE OR LOST PROFITS, EVEN IF THAT PARTY HAS BEÉN ADVISED OF IHE
POSSIBILTY OF SUCH DAMAGES. IN NO EVENT WILL CONVERGINT BE LIABLE TO CUSTOMER FOR ANY AMOUNTS IN EXCESS OF THE AMOUNTS
PAID BY CUSTOIVIER 10 CONVERGINT.
It ìs understood and ãgreed by the part¡es hereto that Converg¡nt is or may be providing mon¡toring and or ¡ntrusion products wh¡ch are des¡gned to provide
notificationofcertaineventsbutarenotintendedtobeguaranteesorinsurersagainstânyactsforwhichtheyaresupposedtomonitororinform. Asrequ¡redbythe
mon¡tor¡ng and intrus¡on industry and the manufacturers thereof, Converg¡nt's ¡ndemnìf¡câtion obligation pursuant to Sect¡on 8 here¡n, does not apply to the extent
thelossindemn¡fiedaga¡nst¡scausedbyanymon¡tor¡ngor¡ntrus¡onproductorsoftwareprovidedbybutnotmanufacturedbyConvergint. Converg¡ntshallhave!9
l¡ab¡lity to Customerfor any losses to lhe enent such losses are cãused by the mon¡tor¡ng or ¡ntrusion product or software. Customer shâll ¡ndemn¡fy, defend, and
hold hârmless Converg¡nt, from and aga¡nst all claims, lawsu¡ts, damages, losses and expenses by persons not a party to th¡s Agreement, but only to the extent
caused by such mon¡toring or intrusion product or software provided by but not manufâctured by Convergint.
SECTION 9. COMPLIANCE vvlTH LAW, EEO & SAFETY
This Agreement shall be governed and construed in accordance with the laws of the stale/prov¡nce in which the Work is being performed. Convergint agrees to
comply w¡th all laws and regulations relat¡ng to or governing the Work. Convergint agrees to comply w¡th all reporting requirements ¡mposed by law or this
Agreement. Converg¡nt shall comply with all safety related laws and regulations and with the safety progrâm of the Customer, provided such program ¡s supplied to
Converg¡nt prior to beginning work.
ln the event that Converg¡nt discovers or suspects the presence of hazardous mater¡als, or unsafe working cond¡t¡ons at Customer's facility where the Work ¡s to be
performed, Convergint is ent¡tled to stop the Work at that facility if such hazardous mâler¡als, or unsafe work¡ng cond¡t¡ons were not provided by or caused by
Convergint. Converg¡nt ¡n its sole d¡scretion shall determine when it ¡s "safe" to return to perform the Work at Customer's facility. Converg¡nt shall have no
respons¡bility for the discovery, presence, handling, removing or d¡sposal of or exposure of persons to hazardous materials in any form at the Customer's facil¡ty.
Customer shall indemnify and hold harmless Convergint from and aga¡nst claims, damages, losses and expenses, includ¡ng but not lim¡ted to, reasonable attomey's
fees, arising out of or resulting from und¡sclosed hazardous materials, or unsafe working condit¡ons at Customer's fac¡lity.
SECTION 10. DISPUTES
ln the event of any dispute between Convergint and Customer, Converq¡nt and Customer shall first attempt to resolve the d¡spute ¡n the feld, but if that ¡s not
successful, then in ã meeting between ãulhor¡zed offcers of each company. lf seltlement attempts are not successful, then the d¡spute shall be subject to ând
decided by mediation or arbitrat¡on. Such med¡ation or arb¡tration shall be conducted ¡n accordance with the Construct¡on lndustry Mediation o¡ Arbitrat¡on Rules of
the American Arbìtrat¡on Assocìation currently ¡n effect and shall be a f¡nal bind¡ng resolut¡on of the ¡ssues presented between the part¡es.
SECTION 1 1. MISCELLANEOUS
Ne¡ther party to th¡s Agreement shall ass¡gn this Agreement w¡thout the pr¡or wr¡tten consent of the other party hereto. Convergint may ass¡gn th¡s Agreement to any
of ¡ts parents, subsid¡ary or aff¡l¡ated companies or any ent¡ty major¡ty owned by Converg¡nt.
Nolices shall be ¡n M¡t¡ng and âddressed to the other party, in ãccordance w¡th the names and addresses of the part¡es as shown above. All notices shãll be
effect¡ve upon receipt by the parly to whom lhe not¡ce was sent.
A waiver of the terms hereunder by one party to the other party shall not be effective unless ¡n writing and signed by â person w¡th authority to commit the Customer
or Convergint and del¡vered to the non-waiving party accord¡ng to the not¡ce prov¡sion here¡n. No wa¡ver by Customer or Convergint shall operate as a continuous
wa¡ver, unless the wr¡tlen wa¡ver spec¡fìcally states that ¡t ¡s a cont¡nuous wa¡ver of the terms stated in that wa¡ver.
The Sect¡ons regard¡ng ¡nvoicing, warranty and indemn¡ty shall suruive thè terminat¡on of this Agreement.
Veßion 1 .08 Dated November 2015
Page 9 of 9
t
TEC ES
Making a Da¡ly D¡fl€¡ence
5t13t2019
Village of Key Biscayne Police
Jose Calvo
88 West Mclntyre Street
Key Biscayne, Florida 33149
Proposal # SMA-3388
Reference: Yearly Maintenance Contract Video System
Thank you for considering Convergint Technologies as your security service provider of choice. The intent of this Customer
Support Program (CSP) is to assist you in ma¡ntaining your installed electronic secur¡ty system and minimize system
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 your occupants.
Convergint Technologies is committed to providing long-term customer satisfaction and support for your system 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 as well as the following services:
A Convergint Customer Support Program extends well beyond the standard coverage described above which includes the
following service offerings as part of our Standard CSP Agreement:
/ Next Business Day Response I Preîened24l'l Hourly Seruice Rate iCare
Beyond our Standard CSP Agreement, Convergint Technologies also offers the following additional and customizable
services as part of this Agreement:
ComDl€hensive Labor Coverase Comorehensive ComDonent Coveraee I PreventativeMaintenance
/ Annual Software SuÞpoft / iCale Executive I Priority Emergency Selices Response
On-Site Svstems Secuiw SDecialist StaffTrainins Remote DiaRnostics
A complete description of these optional offerings can be found on pages 3-4 of this proposal
Additional Contract Details and Clarifications can be found on page 5 of this proposal.
USA: Atlanta. Austin. Chicago. DC. Dallas. Denver. Eugene. Houston.lacksonville. LosAngeles. Minneapolis. Nashville. NewOrleans. New England
.NY/NJ.Portland.Orlando.Richmond.St.Lou¡s.SanAnton¡o.SanFrancisco.Seattle.TamparTulsa.Va.Beach
CANADA: Calgary ' Edmonton ' Fort McMurray ' Lethbridge ' Lloydminsterc Toronto ' Vancouver
Co
Steve Andrietta
Account Executive
Convergint Technologies, LLC
3102 Commerce Parkway
Miramar,Fl,33025
w )ay Response rd T&M Rates
Page '1 of 9
Options and Pricing Summary
.com
Train
oz
ot
o-oz
U'zo
FfLo
cement
Coveraqe Acceptance
Not lncluded
lncluded
lncluded
Not lncluded
Not lncluded
Not lncfuded
Not lncluded
Not lncluded
Not lncluded
Not lnclucled
lncluded
Not lncluded
Nol lncluded
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
*See Additianal Contraet Terms and Clarifications on 5 for additional 1st details
mer
mer
mer
Customer
Customer lnitials:
No Customer lnitials:
Customer lnitials:
Customer Initials:
F
anoo
J
fzz
*Total Maintenance Contract - 1st Year:$3,333.00
Total Maintenance Contrect - 2nd Year:Not Included
Total Maintenance Contract. 3rd Year:Not Included
Total Maintenance Contract - 4th Year:Not lncluded
Total Ma¡ntenance Contract - 5th Year:Not lncluded
Customer ln
Customer ln
Customer ln
Customer ln
Service Start Date:11t1t2018 PaymentSchedule:l Annually 1 Pavments PerYear
Service End Date:10t3'U20't9 Pre-Contract Cost Due at Siqninq $
Amount per Pavment. 1 st Year $3.333.00
**1st Pavment Due (Pre-Contract Cost + 1st Year Per Pavment Costl:3.333.005,t't5t2019 $
..The'lstPaymentDuemaybemorethântheAmountperPayment,lstyear,jfthereisanamountinthePre-ContractCostDueatSignjngOpt¡on. Thisincreasedamountonlyapplies
to the '1st Payment, each additional payment in the '1st yearw¡ll equal the Amount Per Payment, '1st Year.
Not lncluded *Amount per Pavment. 2nd Year:Not lncluded
Not lncluded *Amount oer Pavment. 3rd Year:Not !ncluded
Not lncluded nt ear:
Not lncluded nt
zo
F
=É.oltz
oz
JJo
3 to eachcontract
l¡JJ_3
=Fo
an
**Preventive Maintenance lnspection(s)0 PMI will be scheduled Monday - Friday during normal working hours of SA|V
to SPM.
Preventive Maintenance Schedule:The PMI schedule will be an even division of 12 months using the # of PMI's to be
performed in a given year.
ú. utOUJ
T3
Preferred 2417 Hourly and Time anc
Materials Labor Rates
Mon-Fri
8AM-5PM
Mon-Fri
Afler Hours
Weekends ãnd
Holidays
Convergint Customers with an active CSP plan
enjoy a savings on labor both during and outside
of the standard CSP coverage normal business
hours. CSP Customers are billed the discounted
rate shown to the left.
CSP Customers $ 115 $ 173 $ 230
Non CSP Customers $ 168 s 252 $ 336
Customer's Authorized Signature
Page 2 of 9
Account ExecutiveAuthorized Signature Date
Bv Sionina Below. I aoree to the attached Terms and Conditions
Date
Descriptions of Standard Offerin gs
IVexf Business Day Response -I ncluded
After a service call is placed under a standard Customer Support Program, Convergint Technologies will respond (on-site) to customer
service calls by the next business day Monday through Friday 8:00 AM to 5:00 PM.
Preferred 247 Hourlv Rates-
Customers with a Convergint Technologies Customer Program automatically receive a preferred discounted hourly labor rate for
all time & material related service calls. Regardless of what time of day, what day of week, weekend, or holiday, our CSP customers will
be charged the discounted rate for time & material work performed. This prefened discounted rate can be found on page two of this
proposal.
iCare Manaser -
ñni. u"lr.
"¿¿"¿
on
View Service Work O
lncluded
line service provides our customers the ability to Create and View Service Work Orders, View lnstallation Jobs,
rder Status Report, Customer/Convergint Contact lnformation, Online Help and Customer Survey Feedback.
lncluded
Descriptions of Optional Offerings
ncludedComorehensive Labor Coveraqe -
For those customers seeking to manage their financial risk associated with emergency service and repair labor, this option is intended to
provide comprehensive labor coverage upfront for: 1) Emergency Service Calls,2) System Troubleshooting & Diagnostics, and 3)
Component Repair Labor.
Note: Unless Priority On-Site Response Option is selected, this labor coverage will be provided during normal business hours
(Monday - Friday 8:00 AM to 5:00 PM). Repairs as a result of damage from acts of God and/or vandalism are not included in this
coverage.
Comprehensive Component Coveraoe -lncluded
For those customers seeking to manage their financial risk associated with the replacement of failed system components, this option is
intended to provide comprehensive component coverage for the equipment identified in the equipment list of this agreement.
Nole: uomponents wrll þe replaceo wrtn srmrlar lecnnology avarlaþle at tne lrme ()1 sucn replacemenl. lecnnology upgrades or
system enhancements are not included as part of this coverage option. Repairs as a result of damage from acts of God and/or
vandalism are not included in this covereoe.
Preventive Maintenance -Not lncluded
On a scheduled basis, Convergint will provide security system preventive services for components listed within the equipment list
contained herein. All preventive ma¡ntenance 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 security components as listed in the attached equipment list.
UL Alarm Svstem Monitorinq -
lntrusion Detection Systems monitoring by a
Database Manaqement Seruices -
Convergint will supplement your internal
on.OPTION REQUIRES THAT A 3rd PARTY AGREEMENT
commun to
BE EXECUTED PRIOR TO IMPLEMENTATION THAT WlLL BE THE GOVERNING TERMS AND CONDITIONS FOR THIS PORTION
Total # of IDS Panels:0 # of Svstem Partions to Monitor:No Partitions
Test Report Frequencv Test Reports Not lncluded Alarm Net Radio Not lncluded
Open/Closed Reoorts:Not lncluded
Test and
sent to the customer.
Open/Closed Reports: A report is generated when the IDS panel is armed/disarmed and that report is sent to the customer on a daily
basis. For Supervised Open/Close Reports, in addition to the daily report, the Central Station will contact the customer immediately
when the IDS panel is not armed/disarmed at a previously agreed upon time.
Partitions: Systems that are partitioned (split up into different alarm areas using one IDS panel) are considered individual IDS Panels
with potentially different users to be called for alarm verification.
Alarm Net Radio: A secondary communication path in the event that the primary (phone/lP) fails.
uency, a test report
system m su providing valued front-end database management services.
These services include: On-site system database back-up and General front-end system diagnostics. This valued service is intended to
minimize system downtime and to ensure the system database is fully backed-up in the event of losing valuable information. lt also
identifies potential system issues in advance of system failure or corruption. General hardware cleaning and maintenance will also be
performed during this service. Database Management Services will be performed during each Preventive Maintenance lnspection or, if
the PMI optional offering is not selected, one Database Management Service will be performed each year the Customer Support Plan is
in place.
Not lncluded
Not lncluded
Page 3 of 9
Descriptions of Optional Offerings (continued)
iCare Executive -
This value added online service tool includes of the features of iCare Manager plus: Real-time Status, Metric and Custom reports,
access to My Document Library (i.e. document sharing platform), lntranet and lnternet Links, Administrative Privileges and Email
Notifications.
On-Sife Sysfems Secunfy Soecrallst -Not lncluded
The On-Site Security Systems Specialist will report directly to Convergint Technologies, with day-to-day accountability to our customer.
Specific goals will be established and progress against these goals will be measured quarterly during a formal goal review meeting. The
On-Site Security Systems Specialist shall manage and administer standards and security operations procedures and assist security
personnel in day-to-day security system operations. This option provides customers with a dedicated resource ensuring system integrily,
standardization, and continuity. This is accomplished through progrâm management, technical skills, and innovative communication
tools.
Remote Diaonostics -Not lncluded
Convergint will utilize an industry standard authentication technology to remotely access your security system and resolve technical
issues in real time resulting in a savings of both time and system downtime. A Convergint Support Specialist, with the support of a
screen sharing session, will work directly with your personnel for initial call support and troubleshooting. lf the issue cannot be resolved
on-line, a more refìned service response will result including the dispatching of a security service representative. ln addition, remote
service diagnostic support provides a valuable tool for your personnel by providing hands on training on system troubleshooting and
software services.
Prioritv Emeroencv Seruice Resoonse -Not lncluded
Convergint Technologies realizes that many customers will require a more immediate response to service calls deemed to be priority
one. By selecting this Priority On-Site Response option, Convergint Technologies will commit to responding to these service calls on a
2417 365 a basis as follows:
Staff Trainino-Not lncluded
Convergint Technologies provides on-going security system tra¡ning services for your staff. Annually, Convergint will provide a four (4)
hour training course designed to improve the knowledge and efficiencies of your security staff. Training will be customized to your
specific facility and system and will typically include the following topics: system architecture, overall system operation, alarm response
procedures, trouble shooting techniques, management report generation, etc. The benefit of this training is that your staff will become
more familiar and comfortable with the security system, and be able to respond effectively and efficiently to alarm situations.
Annual Software Supoort -
Convergint Technologies provides customers a comprehensive security software support plan that allows them to keep pace with
software revisions and advancements. Such revisions will help keep your installed system operating with the latest
technology. Convergintwill provide software upgrades on an annual basis and do so, at the standard Customer Support Plan rates, once
the latest revisions are stable and reliable . (The Labor to cover software upgrades is covered under Preventive Ma¡ntenance
lnspections. Talk to your Account Manager about this optional offering.) Covered software is identified in the equipment list of this
proposal. Note: Server or workstalion hardware upgrades are not included. This option also provides manufacturer's technical support to
Convergint specialists when needed.
Mondav - Fridav (Normal Business Hours)Four (4) Hour On-Site Resoonse
Monday - Fr¡day (After Hours)Four (4) Hour On-Site Response
Saturdav/Sundav/Holidav Four (4) Hour On-Site Response
¡ded
Page 4 of 9
Additional Contract Details and Clarifications
Not lncludedPre-Contract Svstem Test -
lf a pre-contract system test is required, provide scope ofwork here
Pre-Contract Replacement Hardware -Not lncluded
lf there are existing pieces of equipment known to be faulty and require replacement prior to the CSP contract, indicate that scope of
work here
Additional Contract Notes -
Provide any additional CSP specific contract notes or performance requirements here
Otv
a
M¿nul6ctorer ¡Iumber
'l Avio¡lon ENT.CAM Software Suooort for Av¡oilon Enterorise Svstem
Software Support Licenses
Page 5 of 9
a
Otv lùlanufacturer Part Numbor
are
0 t,0 o
0 0 0 0
11 Pelco F¡xed Analoq Camera - lnteÍior F¡xed Analoo Camera - lnterior
o Pelco F¡xed Analog Camera - Exterior Fixed Analoq Camera - Exterior
1 Pelco PTZ Analoq Camera - Exterior PTZ Analoo Camera - Exter¡or
1 Axis F¡xed lP Camera - lnterior Fixed lP Camera - lnterior
Covered Equipment
Page 6 of 9
#Site lD Slte Namg
a
1
2
3
4
5
6
7
8
I
10
11
'12
'13
't4
't5
16
17
'18
19
2A
21
22
23
24
25
26
27
2A
29
30
31
32
33
34
35
36
37
Service Locations
a
Qty Mðn¡rfacturct Pan Numbêr Dêscription
0 0 0 c
0 0 0 c
0 0 0 0
0 0 0 0
0 0 0 c
0 0 0 D
0 0 0 0
0 0 0 D
0 0 0 c
0 0 0 D
0 0 0 0
0 0 0 c
0 0 ,0 c
0 0 0 D
0 0 0 c
Not Covered Equipment
Page 7 of I
Terms and Conditions (page 1 of 2l
Throughout this lnstallat¡on Proposal, the term, "Converg¡nt" refers to the Convergint Technologies' affiliate operating in the state/province in wh¡ch the work is be¡ng
perfomed, specifically, "Converg¡nt Technologies LLC" or "Convergint Technologies LTD".
SECTION 1. THE WORK
This lnstallation Proposal takes precedence over and supersedes any and all Þrior proposals, conespondence, and oral agreements or representations relating to
the work set forth in the attached scope of work ("Work"). This lnstallation Proposal commences on lhe Start Date as spec¡f¡ed in lhe attached scope of work, and
represents the ent¡re agreement between Convergint and Customer (the "Agreement") and it may only be amended by a wr¡tten document signed by both
Convergint and Customer. ln the event any prov¡sion of this Agreemênl is held to be ¡nvalid or unenforceable, the remaining prov¡sions of this Agreement shall
re+nâin in full force.
Converg¡nt agrees ¡n accordance with the mutually agreed prcject schedule:
a. To subm¡t shop draw¡ngs, product data, samples and s¡m¡lar submittals if required ¡n performing the Work;
b. To pay for all labor, materials, equipment, tools, superuis¡on, progrãmm¡ng, testing, startup and documentat¡on requ¡red to perform the
Work in accordance w¡th the Agreementl
c. Secure and pay for permits and govemmental fees, l¡censes and ¡nspections necessary for proper execut¡on and completion of the Work;
and
d. Hire subcontractors and order mâter¡al to perform part of the Work, ¡f necessary, while remaining respons¡ble for the complet¡on of the
Work-
Customer agrees in accordance w¡th the mutually agreed project schedule, and at no cost to Convergint:
a. To promptly approve submittals provided by Convergint;
b. To prov¡de âccess to all areas of the facil¡ty which are necessary to complete the Work;
c. To supply suitable electrical seru¡ce as required by Convergint; and
d. That in the event of any emergency or systems fa¡lure, reasonable safety precaut¡ons w¡ll be taken by Customer to protect lifc ând
properly during the per¡od of t¡me from when Converg¡nt ¡s first notified of the emergency or fa¡lure and unlil such time
that Convergint nol¡fies the Customer that the syslems are operatìonal or that the emergency has cleared.
SECTION 2. PRICING
Pricing ând ãmounts proposed shall remain val¡d for 30 days unless otheru¡se specified. Pr¡ce includes only the material listed based on Convergint's interpretation
of plans and specificat¡ons unless noted otheMise. Addit¡onal equipment, unless negotiated prior to order placement, will be billed accordingly. Sâles taxes, (and ¡n
Canada GST/PST) and any other taxes assessed on Customer shall be added to the pr¡ce upon invoice to Customer.
SECTION 3. INVOICE REMITTANCE AND PAYMENT
Customer âgrees to pay Convergint f¡fteen ('15%) percent of the total price as a mob¡l¡zat¡on fee at the time of execut¡ng th¡s Agreement.
lf the Work ¡s performed over more than a month, Convergint w¡ll invoice Customer each month for the Work pedormed during the previous month. Customer
agrees to pay the amount due to Convergint as invoiced, w¡th¡n thirty (30) days of the date of such invo¡ce. lf the Work is compleled in less than one month,
Customer agrees to pay Convergint ¡n full after the Work has been performed with¡n thirty (30) days of the date of being ¡nvoiced. lnvoices shall not Ìnclude or be
subject to a project retention percentage. lf Customer is overdue ¡n any payment to Convergint, Converg¡nt shall be ent¡tled to suspend the Work unl¡l pa¡d, and
charge Customer ân interest rale 'l and 1l2o/o percent per month, (or the maximum rate perm¡tted by law), and may avail ¡tself of any other legal or equitâble remedy.
Customer shall reimburse Converg¡nt costs ¡ncurred ¡n collecting any amounts that become overdue, includ¡ng attorney fees, court costs ând any other reasonable
expenditure.
SECTION 4. WARRANTY
Converg¡nt provides the follow¡ng warrânty lo the Customer:
For the period of one ('l) year, commenc¡ng at ihe earl¡er of substant¡al completion of the Work, or fìrst beneficial use, ("Warranty Period")i
That Work performed under this Agreement will be of good quality;
That all equ¡pment w¡ll be new unless otheM¡se required or pem¡tted by th¡s Agreement;
That the Work will be free from defects not ¡nherent in the quality required or perm¡tted; and
Thât the Work will conform to the requirements of th¡s Agreemenl.
The Customer's sole remedy for any breach of th¡s warranty is that Convergint shall remove, replâce and/or repa¡r at its own expense any defect¡ve or improper
Work, d¡scovered with¡n the Warranty Period, provided Convergint ¡s notifìed in writing of any defect with¡n the Warranty Per¡od.
Any equ¡pment or products installed by Convergint in the course of performing the Work hereunder shall only carry such warrânty as is provided by the manufacturer
thereof, wh¡ch Converg¡nt hereby ass¡gns to Customer without recourse to Convergint. Upon request of Customer, Converg¡nt will use all reasonable efforts to
assist Customer ¡n enforcing any such third party warrant¡es. Th¡s warranty excludes remedy for dâmage or defect caused by abuse, modif¡cat¡ons not executed by
Convergint, ¡mproper or ¡nsuff¡c¡ent ma¡ntenance, improper operation, or normal weâr and tear under normal usage. NO FURIHER WARRANTIES OR
GUARANTIES, EXPRESS OR IMPLIED, ARE MADE WTH RESPECT TO ANY GOODS OR SERVICES PROVIDED UNDER THIS AGREEMENT, AND ANY
IMPLIED WARRANTIES OF MERCHANTABITITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED.
SECTION 5. CHANGES
Without invâlidating this Agreement or âny bond given hereunder, Customer or Convergint may request changes in the Work. Any changes to the Work and any
adjustment to the Agreement Pr¡ce or the t¡me for complet¡on of the Work shall be in w¡ting signed by both Customer and Converg¡nt. lf Customer orders any
add¡tional work or causes any materiâl ¡nterference w¡th Convergint's perfomance of the Work, Convergint shall be ent¡tled to an equ¡table adjustment in the t¡me for
performance and ¡n the Agreement Price, includ¡ng a reasonable allowance for overhead and prol¡t.
SECTION 6. FORCE MAJEURE
Neither Customer nor Converg¡nt shall be responsible or l¡able for, sha¡l ¡ncur expense for, or be deemed to be in breach of this Agreement because of any delay ¡n
the performance of the¡r respect¡ve obligations pursuant to lh¡s Agreement due solely to c¡rcumstances beyond the¡r reasonable control ("Force Majeure") and
without the fault or negligence of the party experienc¡ng such delay, provided that the party exper¡encing the delay shall promptly g¡ve written notification to the othe¡
party within f¡ve (5) days after such party hâs leamed of the Force Majeure. A Force lvlajeure event shall ¡nclude, but not be limited to: accident, fire, storm, water,
flooding, negl¡gence, vandalism, power failure, installation of incompatible equipment, improper operat¡ng procedures, source current fluctuations or lighting. lf
performance by either party is delayed due to Force Majeure, the t¡me for that performance shall be extended for a period of time reasonably necessary to overcome
the effect of the delay. Any Seruices required by Converg¡nt due to reasons set forth in this Force Majeure Sect¡on shall be charged to Customer in addition to any
amounts due under this Agreement.
SECTION 7. INSURANCE
Convergint shall have the follow¡ng insurance coverage dur¡ng the term of this Agreement, and shall provide certificates of insurance to the Customer prior to
beg¡nn¡ng work hereunder:
Workeis Compensation Statutory L¡mits
Employeis Liability $1,000,000 per occurrence /aggregate
CommercialGeneralLiab¡l¡ty $'1,000,000peroccurrence/aggregate
$2,000,000 general aggregate
Automobile L¡abil¡ty $'1,000,000 per occurrence/aggregate
Page I of 9
Terms and Conditions (2of2l
SECTION 8. INDEMNIFICATION
Converg¡nt shall indemn¡fy and hold Customer harmless from and against claims, damãges, losses and expenses, (¡nclud¡ng, but not l¡m¡ted to, reasonable
attorney's fees), attributable to bodily ¡njury, sickness, d¡sease or death, or to destruction of tangible property, but only to the e)Íent caused by: a) the negligent or
willful acts or om¡ssions of Convergint or Converg¡nt's employees or subcontractors while on Customefs s¡te, or b) the malfunction of the equ¡pment supplied by
Convergint, or c) Convergint's breach of this Agreement.
IN NO EVENT SHALL EITHER CONVERGINT OR CUSTOIVIER BE LIABLE TO THE OTHER PARTY HERETO FOR SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, INCLUDING COIVIMERCIAL LOSS, LOSS OF USE OR LOST PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE
POSSIBILTY 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 part¡es hereto that Converg¡nt is or may be providing mon¡tor¡ng and or intrusion products wh¡ch arê designed to provide
not¡fication of certain events but âre not intended to be quarantees or ¡nsurers against any acts for which they are supposed to monitor or inform. As required by the
mon¡toring and ¡ntrusion ¡nduslry and the manufacturers thereof, Converg¡nt's ¡ndemn¡ficat¡on obl¡gation pursuanl to Secl¡on I here¡n, does not apply to the extent
thêloss¡ndemnifedagainst¡scausedbyanymonitor¡ngorinlrus¡onproductorsoftwareprov¡dedbybutnotmanufacturedbyConvergint. Convergintshallhave!9
liability to Cuslomer for any losses to the extent such losses are caused by the mon¡toring or ¡ntrus¡on product or software. Customer shall indemn¡ry, defend, and
hold harmless Convergint, from and against all cla¡ms, lawsu¡ts, damages, losses and expenses by persons not a party to th¡s Agreement, but only to the extent
caused by such monitoring or intrus¡on product or software prov¡ded by but not manufactured by Converg¡nt.
SECTION 9. COMPLIANCE WTH LAW EEO & SAFETY
Th¡s Agreement shall be governed and construed ¡n accordance with the laws of the state/prov¡nce in which the Work is being performed. Convergint agrees to
comply w¡th all laws and regulat¡ons relat¡ng to or governing the Work. Convergint agrees to comply w¡th all reporting requ¡rements ¡mposed by law or th¡s
Agreement. Converg¡nt shall comply with all safety related laws and regulat¡ons ând with the safety program oflhe Customer, prov¡ded such program ¡s suppl¡ed to
Convergint prior to beg¡nn¡ng work.
ln the event that Convergìnt discovers or suspects the presence of hazardous mater¡als, or unsafe working cond¡tions at Customer's fac¡lity where the Work is to be
performed, Convergint is ent¡tled to stop the Work at that facil¡ty if such hazardous mater¡als, or unsafe work¡ng cond¡tions were not provided by or caused by
Converg¡nt. Convergint ¡n its sole discretion shall determ¡ne when it ¡s "safe" to relurn to perform the Work at Customefs facility. Converg¡nt shall have no
respons¡bil¡ty for the d¡scovery, presence, handl¡ng, removing or disposal of or exposure of persons to hazardous mâlerials ¡n âny fom ãt the Customer's facil¡ty.
Customer shâll indemniry and hold harmless Converg¡nt from and against cla¡ms, damages, losses and expenses, ¡ncluding but not lim¡ted to, reasonable attomey's
fees, ar¡sing out of or result¡ng from undisclosed hazardous materials, or unsafe work¡ng cond¡tions at Customer's facility.
SECTION IO. DISPUTES
ln the event of any d¡spute between Converg¡nt and Customer, Convergint and Customer shall frst attempt to resolve the dispute in the lield, but if thât ¡s not
successful, then in a meet¡ng belween author¡zed officers of each company. lf settlement attempts are not successful, then the dispute shall be subject to and
decided by mediat¡on or arbitration. Such med¡al¡on or arbitrat¡on shall be conducted in accordance with the Construction lndustry Med¡at¡on or Arb¡trat¡on Rules of
the American Arbitrat¡on Associat¡on currently in effect and shall be a linal bind¡ng resolut¡on of lhe issues presented between the part¡es.
SECTION 1 1. MISCELLANEOUS
Ne¡ther party to th¡s Agreement shall ãss¡gn th¡s Agreement w¡thout the pr¡or wr¡tten consent of the other party hereto. Converg¡nt may assign this Agreement to any
of ¡ts parents, subsidiary or affil¡ated companies or any entity majority owned by Converqint.
Notices shall be in writ¡ng and addressed to the other party, in accordance with the names and addresses of the part¡es as shown above. All notices shall be
effeclive upon rece¡pt by the pârty to whom the not¡ce was sent.
A waiver of lhe terms hereunder by one parly to the other party shâll not be effectìve unless in wr¡t¡ng and signed by a person with author¡ty to commit the Customer
or Converg¡nl and delivered to the non-waiv¡ng party accord¡ng to the not¡ce provision herein. No wa¡ver by Customer or Converg¡nt shall operate as a continuous
waiver, unless the written waiver spec¡fically states that ¡t is a continuous waiver of the terms stated in that waiver.
The Sect¡ons regarding ¡nvoicing, warranty and indemn¡ty shall suruive the term¡nat¡on of this Agreement.
Version 1 .08 Dated Novembet 201 5
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