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HomeMy WebLinkAboutAgreements/Contracts - Central ServicesBoard of County Commissioners RE: Door Security Program Contracts t7-?A2J TUM Grant County Central Services P O Box 37 Ephrata WA 98823 (509) 754-2011 Ext -3276 September 9, 2020 During the Consent Agenda on Tuesday September 8', the Board approved the Request from Central Services to utilize funds from maintenance projects to be reallocated for the Keyless door entry program with Convergint Technology. Included in this request are the Contracts for signature for the Courthouse campus and Community Development. Respectfully Submitted, Tom Gaines Director, Grant County WA Central Services Department [la C% thi, _ f .CZ_ daN, of 20,-0I 13oard' ofCour.ty Commissioners Grant Count, Washington _A ro\e Disapprove Abstain Dist tl1 Dist # 1 Dist # I Uist :I2=rDist # 2 Dist # 2 Dist 43 Dist # 3 Dist # 3 RECEIVED f' A 5 Tom Gaines Director of Central Services tgaints@grantcountywa.gov GRANT COUNTY COMMISSIONERS "To meet current and future needs, serving together with public and private entities, while fostering a respectful and successful work environment" rL/ Board of County Commissioners RE: Door Security Program Grant County Central Services POBox 37 Ephrata WA 98823 (509) 754-2011 Ext -3276 September 1, 2020, Central Services was approached by the Auditors office with a request to provide keyless entry to their offices and to doors of offices that have any impact on the elections process, this includes the Auditors offices, GCTS and the Mail room, and the Courthouse in general. The Auditor secured a grant that would pay a substantial portion of the work. Door security is a program we have approached in the past and due to its high cost, we have not been able to see it implemented here at the County offices. This grant, however, provides a massive helping hand that gets this long -needed program started. The total cost of the project is $239,699.64. The Grant is $86,476.42 There was discussion regarding the use of Cares act funding to pay for this project and Cares act funding has been used for this purpose in other municipalities. Its expense here provides too great a burden on the Cares act funding currently available to Grant County. Central Services is proposing we utilize the funds from a previously approved capital project in Facilities funded through REET funds. The project "Duct Heaters was funded at $173,000.00. With the forward progress of the new jail, Central Services believes we can provide enough maintenance to keep these units operating for a longer period of time and free up those funds for the doors program, of which we need $153,223.22. The pricing is provided through an interlocal agreement with the City of Seattle and their internal contract #4488, the vendor is "Convergent Technologies" This company provides these services for other municipalities, data centers in the area, and will provide the services we require in our buildings and offices. Respectfully Submitted, Tom Gaines Director, Grant County WA Central Services Department Cc: Michele Jaderlund Cc: Madeline Prentice Tom Gaines Director of Central Services tgainesC,bgrantcountywa.gov "To meet current and future needs, serving together with public and private entities, while fostering a respectful and successful work environment" CO nt450 Shattuck Ave , Renton,Washington 98507 Phone 425-272-2250 Mobile 206-306-3272 TEC f s warren.teafatiller@convergint.com l , Making a Daily Difference August 27, 2020 Grant County Central Services 35 C Street Building 35 C Street Ephrata, Washington Attention: Reference: Grant County Lenel OnGuard Security Project 35 C Street Access Control Project WA -13170601- 307672 Quotation: WT00291115P RFP#: License/Cert On behalf of our thousands of global colleagues, I want to personally thank you for considering Convergint Technologies for this project and for providing us with the opportunity to present this proposal addressing your electronic security needs. We are confident that this proven solution is both comprehensive and customized to meet your needs today and in the years ahead. On August 3rd and 41h Convergint Technologies met with Grant County officials to support a request to add security for the Grant County Building located at 35 C Street Ephrata, WA 98823. Convergint has prepared pricing in accordance with the rate schedule per Blanket Contract 4488. Intent to file prevailing wage per WAC's Title 296 Chapter 296-127-01322. Electronic Technician Chapter 39.12 RCW Rate as of 11/1/2019 ($53.57) Old Court House Law & Justice Building Annex Building SCOPE OF WORK This is a Convergint Technologies security proposal to Grant County for the Grant County property located at 35 C Street, Ephrata, WA 98823. This project design was based on a site walk with Convergint contractors, Grant County personnel and renderings provided by Grant County. The documents used for design and engineering are enclosed in the proposal. UNITED STATES CANADA ASIA PACIFIC EUROPE SECURITY NETWORK INFRASTRUCTURE Grant County will be responsible for providing a complete network to support this project to include network switch with port availability at the following locations: • Law & Justice - 11t Floor EM Room • Annex - Level 1 • Annex — Level 2 • Annex — Level 3 MDF • Old Court House Level 2 ACCESS CONTROL CREDENTIALS & SOFTWARE Convergint will provide 1,000 HID cards. Convergint will provide and install new Lenel OnGuard ADV Software in the Annex Building Level 3 MDF. • One (1) SWS-ADVI OnGuard Software to support sixty-four (64) Doors • One (1) 64ADV-64RUP License Upgrade to one -hundred and twenty-eight (128) Doors • One (1) SWC-ADVI License to support the administration of the OnGuard Solution • One (1) CS -DEV -AD OnGuard Active Directory o Includes data conduit client license and 2 -Days Remote Support o First Year Custom Solutions Support Software • Five (5) SUSP-ADV-Tierl Lenel Support LENEL ONGUARD / ACTIVE DIRECTORY Convergint will provide "Remote" support to deliver the OnGuard SWS-ADVI Software. This software will be structured to support the first phase of the project (Up to 128 Card Readers). Convergint will work with Grant County IT Personnel to support this deliverable. The Active Directory licensing will additionally be supported through "Remote" support. Convergint will provide Grant County with Lenel Active Directory to support the following: • The Lenel OnGuard server will be configured to integrate with Grant County's Microsoft Active Directory to automatically add, update and activate/deactivate card holder records in Lenel OnGuard with the following information from Active Directory: o First Name o Last Name o Unique Identifier (Employee ID # or something similar) o AD Account Status o Department • With the customer provided Lenel server Domain joined, Convergint will configure single sign -on for Lenel administrators/users • Lenel will not be configured to provide any information to Active Directory as part of this proposal. • Additional functionality is possible with the Lenel Microsoft AD integration but is not included in this scope of work. Additional features can be addressed in the future as additional work. Page 2 of 13 ACCESS CONTROL FIELD DEVICES • Law & Justice Building o One (1) 16 Door Standard UL LifeSafety Enclosure (See Rendering) o One (1) LNL-X2220 Intelligent Controller o Two (2) LNL-1320 2DR Reader Interface Modules (RIMS) o Five (5) Card Readers and electrified door hardware • Annex Level 1 o One (1) 8 Door Standard UL LifeSafety Enclosure o One (1) LNL-X2220 Intelligent Controller o Two (2) LNL-1320 2DR Reader Interface Modules o Six (6) Card Readers and electrified door hardware • Annex Level 2 o One (1) 8 Door Standard UL LifeSafety Enclosure o One (1) LNL-X2220 Intelligent Controller o Two (2) Card Readers and electrified door hardware • Annex Level 3 o One (1) 16 Door Standard UL LifeSafety Enclosure o One (1) LNL-X2220 Intelligent Controller o Four (4) LNL-1320 2DR Reader Interface Modules o Nine (9) Card Readers and electrified door hardware • Courthouse Level 1 o Three (3) Card Readers and electrified door hardware • Courthouse Level 2 o One (1) 16 Door Standard UL LifeSafety Enclosure o One (1) LNL-X2220 Intelligent Controller o Three (3) LNL-1320 2DR Reader Interface Modules o Two (2) Card Readers and electrified door hardware • Courthouse Level 3 o Two (2) Card Readers and electrified door hardware Page 3 of 13 Warning ,'� JS G St I/IN, Eptrnfa, WA t �urup .a.ac.m e•o-a�.+e•e+a a.Wwp .w• f �/� Law anAJwM1ce BrilEing-1x1 640 r,.•� wwrsnn. • nv ,a �. •ra• La,� rm ana .war • � au.ar wr w•wwwr r••r—w. ae •r. r •w•u.• w.....r cu... ... r..—awe a......... ANNEX LEVEL 1 Basement Plan Page 4 of 13 lama IIIIIpII,I IIII�11 Grant County Courthouse Complex 35 C St. NW, Ephrata, WA COUMOUse Lower Leval 7 Annex let Floor ANINILV 1 CVCI of Courthouso blaming Gnm CouMV Courthouse Complex 35 C St. NW, Eph mta. WA Courthouse Maie I..evM / Anoex 2nd Floor ,n.a... m u..e<�.nev a d.. ta�llr..aeon s a u. CM r •.r N/nund�.eer.Nur. alec. r�O.Wewnn.w m�aWn.. V e.,.l.. frte wr: f trmlo Drwn h: 'WSP FF�ea ANNEX LEVEL 3 Annex Thrtd Fbw Pl- . Roof Top Door U car Leval Fwor Plan Gant Courcy Courthouse C—Pwx Wamkr9 * ` 35 C St. NW, Eph.". WA r ..wwwgin.a W a w n' Q ui �^ Cotetnou U— L—1 I A— 3 N Fl— �,.a. � m rn..�.nxr or ew xlnn.ari.w s n a,. � EM e<r rrs � �lmi• T— .wa.n.wwM ur v..s a ow mMrmww.. m v.�a I` u�n4� b•.^+. .n..y��MeN bcwmr. ` M.�a h: •eHM rAfa s .cam Orra <-n.ntY 4..re.n¢f W.y..Ma [ea-Ifl Page 5 of 13 Materials Page 6 of 13 Extended Line Qty Part Description Unit Price Price 1 Blanket Contract # 4488 2 ON CONTRACT MATERIAL DISCOUNT PER 4488 3 OFF CONTRACT MATERIAL 4 25% Mark-up Per Contract 5 LENEL SOFTWARE OnGuard ADVI Server Software License- OnGuard Server software license includes; System Administration; Alarm Monitoring; Map Designer; License Server; Comm. Server; Video Verify Support; E-mail Support; Guard Tour; Login Driver; Account Linkage; support for up to 64 card access readers; ID 6 1.00 SWS-ADVI Credential Center Application; Badge Designer $ 5,694.84 $ 5,694.84 Application; Image Capture; ID Printing; License Server; Cardholder Image Export; Login Driver; Enhanced Imaging Option (Chromakey and Ghosting) and first year support plan for new systems. (SOFTWARE IS SUPPORTED ON PC-CONFIG#3 PLATFORM) 7 1.00 64ADV- 64 Access Readers upgrade for all ADV systems (max $ 1,584.96 $ 1,584.96 64RUP of 256 readers). OnGuard ADVI Client Software License — OnGuard Client software license includes; System Administration; Alarm Monitoring; Map Designer; 8 1.00 SWC-ADVI Login Driver; ID Credential Center Application; Badge $ 3,850.56 $ 3,850.56 Designer Application; Image Capture; ID Printing; Cardholder Image Export and Enhanced Imaging Option (Chromakey and Ghosting. (SOFTWARE IS SUPPORTED ON PC-CONFIG#6 PLATFORM) 9 Law & Justice 1st Floor 10 EM Closet 1st Floor Access Panel 11 1.00 FPO150/250- POWER SUPPLY BOARD 150W, 12A/12V OR 6A/2 $ 1,316.20 $ 1,316.20 2C8P2D8PE8M Intelligent Dual Reader Controller— powered by 12 or 24 VDC @ 500mA (w/o Rdr Power)„ size (6" (152mm) W x 8" (203mm) L x 1" (25mm)H); 6 MB standard cardholder flash memory, 50,000 of event memory, maximum of 32 devices, On -board 12 1.00 LNL-X2220 Ethernet, Dual Path capability, on -board two door $ 1,670.54 $ 1,670.54 control, OSDP Secure Channel encryption with OnGuard 7.2, Wiegand or F2F; eight inputs, four outputs, cabinet tamper and power fault input monitors. Approvals: FCC Part 15, CE, RoHS, UL 294, UL 1076, CAN/ULC 60839-11-1:2016, CSA C22.2 No. 205-1983, cUL/ORD-C1076 Page 6 of 13 Page 7 of 13 Extended Line Qty Part Description Unit Price Price Dual Reader Interface Module (Series 3 —Supports 13 2.00 LNL-1320-53 OSDP Readers) —12/24 VDC, 2 Reader interface, $ 534.53 $ 1,069.06 W/M, 8 inputs, 6 (5A) form C relays, RoHS, CE, C Tick and UL294 certified 14 3.00 BT1212 BATTERY- 12VDC/12AH,FOR USE W/ POWER $ 66.79 $ 200.37 SUPPLY/CHARGERS 15 5.00 920PMPNEK RDR, RP40 MULTICLASS SE E, LF $ 248.11 $ 1,240.55 MA007 16 Annex 1st Floor 17 3.00 FPO150/250- POWER SUPPLY BOARD 150W, 12A/12V OR 6A/2 $ 1,316.20 $ 3,948.60 2C8P2D8PE8M Intelligent Dual Reader Controller — powered by 12 or 24 VDC @ 500mA (w/o Rdr Power)„ size (6" (152mm) W x 8" (203mm) L x 1" (25mm)H); 6 MB standard cardholder flash memory, 50,000 of event memory, maximum of 32 devices, On -board LNL Ethernet, Dual Path capability, on -board two door $ 1,532.66 $ 1,532.66 18 1.00 X2220 control, OSDP Secure Channel encryption with OnGuard 7.2, Wiegand or F2F; eight inputs, four outputs, cabinet tamper and power fault input monitors. Approvals: FCC Part 15, CE, RoHS, UL 294, UL 1076, CAN/ULC 60839-11-1:2016, CSA C22.2 No. 205-1983, cUL/ORD-C1076 BATTERY- 12VDC/12AH,FOR USE W/ POWER $ 66.79 $ 133.58 19 2.00 BT1212 SUPPLY/CHARGERS Dual Reader Interface Module (Series 3 —Supports OSDP Readers) — 12/24 VDC, 2 Reader interface, $ 534.53 $ 1,069.06 20 2.00 LNL-1320-53 W/M, 8 inputs, 6 (5A) form C relays, RoHS, CE, C Tick and UL294 certified 21 6.00 920PMPNEK RDR, RP40 MULTICLASS SE E, LF $ 248.11 $ 1,488.66 MA007 22 Annex 2nd Floor FPO150/150- POWER SUPPLY BOARD, DV PS/C 12V12A 24V6A, 8 $ 574.06 $ 574.06 23 1.00 C8D8E2 AUX/LCK OUT F E2 Intelligent Dual Reader Controller — powered by 12 or 24 VDC @ 500mA (w/o Rdr Power)„ size (6" (152mm) W x 8" (203mm) L x 1" (25mm)H); 6 MB standard cardholder flash memory, 50,000 of event memory, maximum of 32 devices, On -board 24 1.00 LNL X2220 Ethernet, Dual Path capability, on -board two door $ 1,532.66 $ 1,532.66 control, OSDP Secure Channel encryption with OnGuard 7.2, Wiegand or F2F; eight inputs, four outputs, cabinet tamper and power fault input monitors. Approvals: FCC Part 15, CE, RoHS, UL 294, UL 1076, CAN/ULC 60839-11-1:2016, CSA C22.2 No. 205-1983, cUL/ORD-C1076 BATTERY- 12VDC/12AH,FOR USE W/ POWER $ 66.79 $ 133.58 25 2.00 BT1212 SUPPLY/CHARGERS Page 7 of 13 Page 8 of 13 Extended Line Qty Part Description Unit Price Price 26 2.00 920PMPNEK RDR, RP40 MULTICLASS SE E, LF $ 248.11 $ 496.22 MA007 27 Annex 3rd Floor 28 1.00 FPO150/250- 16DR Mercury, 12V & 24V, 400W max, E8M2 $ 1,330.23 $ 1,330.23 2C82D8E8M2 enclosure 36H x 30W x 6.51D Intelligent Dual Reader Controller — powered by 12 or 24 VDC @ 500mA (w/o Rdr Power)„ size (6" (152mm) W x 8" (203mm) L x 1" (25mm)H); 6 MB standard cardholder flash memory, 50,000 of event memory, maximum of 32 devices, On-board Ethernet, Dual Path capability, on-board two door $ 1,532.66 $ 1,532.66 29 1.00 LNL-X2220 control, OSDP Secure Channel encryption with OnGuard 7.2, Wiegand or F2F; eight inputs, four outputs, cabinet tamper and power fault input monitors. Approvals: FCC Part 15, CE, RoHS, UL 294, UL 1076, CAN/ULC 60839-11-1:2016, CSA C22.2 No. 205-1983, cUL/ORD-C1076 BATTERY- 12VDC/12AH,FOR USE W/ POWER $ 66.79 $ 133.58 30 2.00 BT1212 SUPPLY/CHARGERS Dual Reader Interface Module (Series 3 —Supports OSDP Readers) — 12/24 VDC, 2 Reader interface, $ 534.53 $ 2,138.12 31 4.00 LNL-1320-53 W/M, 8 inputs, 6 (5A) form C relays, RoHS, CE, C-Tick and UL294 certified 32 9.00 920PMPNEK RDR, RP40 MULTICLASS SE E, LF $ 248.11 $ 2,232.99 MA007 33 Old Courthouse 1st Floor 34 3.00 920PMPNEK RDR, RP40 MULTICLASS SE E, LF $ 248.11 $ 744.33 MA007 35 Old Courthouse 2nd Floor 36 1.00 FPO150/250- POWER SUPPLY BOARD 150W, 12A/12V OR 6A/2 $ 1,316.20 $ 1,316.20 2C8P2D8PE8M 37 3.00 BT1212 BATTERY- 12VDC/12AH,FOR USE W/ POWER $ 66.79 $ 200.37 SUPPLY/CHARGERS Intelligent Dual Reader Controller — powered by 12 or 24 VDC @ 500mA (w/o Rdr Power)„ size (6" (152mm) W x 8" (203mm) L x 1" (25mm)H); 6 MB standard cardholder flash memory, 50,000 of event memory, maximum of 32 devices, On-board 1.00 LNL-X2220 Ethernet, Dual Path capability, on-board two door $ 1,532.66 $ 1,532.66 38 control, OSDP Secure Channel encryption with OnGuard 7.2, Wiegand or F2F; eight inputs, four outputs, cabinet tamper and power fault input monitors. Approvals: FCC Part 15, CE, RoHS, UL 294, UL 1076, CAN/ULC 60839-11-1:2016, CSA C22.2 No. 205-1983, cUL/ORD-C1076 Page 8 of 13 Equipment Total Program Manager Professional Services Project Management Specialist -Programming Specialist -Testing Installation -Foreman Installation Engineering Drafting/CAD Subcontractors/Other Costs Freight/Warranty Total Project Price Page 9 of 13 $ 50,103.33 $ 0.00 $ Extended Line Qty Part Description Unit Price 0.00 $ 0.00 $ 0.00 $ Price $ 2,488.80 $ Dual Reader Interface Module (Series 3 —Supports $ 3,357.14 $ 210,537.69 OSDP Readers) —12/24 VDC, 2 Reader interface, 39 3.00 LNL-1320-S3 W/M, 8 inputs, 6 (5A) form C relays, RoHS, CE, C -Tick $ 534.53 $ 1,603.59 and UL294 certified 40 2.00 920PMPNEK RDR, RP40 MULTICLASS SE E, LF $ 248.11 $ 496.22 MA007 41 Old Courthouse 3rd Floor 42 2.00 920PMPNEK RDR, RP40 MULTICLASS SE E, LF $ 248.11 $ 496.22 MA007 43 OPEN MARKET 44 OFF CONTRACT LENEL Active Directory Synchronization. Includes: CS -1140 45 1.00 CS -DEV -AD (DataCondulT Client License), first year Custom $ 6,250.00 $ 6,250.00 Solutions Software Support. 46 HID iClass SEOS Credentials COMPOSITE ICLASS SEOS CONTACTLESS SMART 47 1,000.0 5006PGGMN CARD 8 KB MEMORY, PROG., F -GLOSS, B -GLOSS, $ 2.56 $ 2,560.00 0 MATCH. ICLASS #, NO SLOT, LAM 48 Labor was Quoted Omnia Contract No R170502 Equipment Total Program Manager Professional Services Project Management Specialist -Programming Specialist -Testing Installation -Foreman Installation Engineering Drafting/CAD Subcontractors/Other Costs Freight/Warranty Total Project Price Page 9 of 13 $ 50,103.33 $ 0.00 $ 8,400.00 $ 10,800.00 $ 17,400.00 $ 0.00 $ 0.00 $ 0.00 $ 10,125.00 $ 2,488.80 $ 107,863.42 $ 3,357.14 $ 210,537.69 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. Low voltage wiring shall be installed via open air code approved methods. 3. Provision or installation of conduit, wire, boxes, fittings or other electrical installation materials unless specifically listed under Inclusions or Bill of Materials. 4. Permits or associated fees are included. 5. Customer to provide static IP addresses and network connections at panel locations. 6. Customer to provide a secured staging & storage area for project related materials. 7. Pricing assumes that electronic Auto CAD files are available from customer for our use in creating submittal drawings. 8. Twenty -Five percent (25%) of the proposed sell price shall be payable to Convergint Technologies for project mobilization. Mobilization shall be invoiced and due upon customer acceptance of this proposal. 9. Proposal does include sales tax. 10. Anything in the Contract Documents notwithstanding, in no event shall either Contractor or Subcontractor be liable for special, indirect, incidental or consequential damages, including commercial loss, loss of use, or lost profits, even if either party has been advised of the possibility of such damages. 11. Convergint Technologies reserves the right to negotiate mutually acceptable contract terms and conditions with customer by making mutually agreeable changes to the formal contract included in the Bid Documents. 12. Grant County will provide 120VAC to support five (5) Access Control Panels. The 120VAC will be in the areas noted on the renderings ACP. 13. Grant County will provide Communication in the noted rooms supporting the Access Control Panels. 14. All servers, desktops and monitors will be by Grant County. Page 10 of 13 Items Included Cable Door wiring typical connections Electrified Door Locking Hardware Freight (prepaid) Installation of Network Cabling to Card Readers Loading Software on Customer Provided Computer Low Voltage Permits Material (listed in the BOM) Mounting/Termination of Proposed Devices One -Year Warranty on Labor One -Year Warranty on Parts Operations & Maintenance Manuals Owner Training Project Management Riser drawing with home run wiring Servers by Others System Engineering System is Design -Build System Programming Testing of all Proposed Devices Workstations by Others 120 VAC Power and Fused Disconnect Switch Additional Lighting Requirements for Cameras Attend General Contractor Project Meetings Authority having Jurisdiction permit drawing (requires customer CAD) Connection to Building Fire Alarm Panel Electrical Installation Permit Equipment rack layout drawing Fire Stopping (Excludes Existing Penetrations) Floor Coverings for Lifts Items Excluded 120 VAC Power Receptacles Applicable Taxes Attend Owner Project Meetings Ceiling Tiles and Ceiling Grid Repairs Horizontal Core Drilling Installation of CCN Cameras Installation of Control Equipment Enclosures Installation of Intercom Systems Installation of Low Voltage Wire Installation of Network Cabling to IP Intercoms Installation of Terminal Cabinets Installation of Wire and Cable Lifts Owner to Provide DHCP Lease Reservations for Network Connected Devices Panel Wall Elevation drawing (may require customer CAD) Patch and Paint Record Documentation (As -Built) Specialty Backboxes System Meets Plans/Drawings Termination of Control Equipment Enclosures Wire Correction of Wiring Faults Caused by Others Engineering and Drawings FA Permit and Plan Review Fees Fire Watch Floor plan with device placement and numbering (requires customer CAD) Installation of Bridle Rings Installation of Conduit, Boxes and Fittings Installation of Control Panels Installation of Intrusion Panels Installation of Network Cabling to IP Cameras Installation of Specialty Backboxes Installation of Video Recorders (DVR/NVR) Installation of Wire Hangars On -Site Lockable Storage Facility Owner to Provide Static IP Addresses Panel wiring with point to point connections Payment & Performance Bonds Servers by Convergint Submittal Drawings Terminal Cabinets Vertical Core Drilling Workstations by Convergint Page 11 of 13 Total Project Investment: $ 210,537.69 Thank you for considering Convergint Technologies 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, Warren Teafatiller Convergint Technologies Warren Teafatiller By signing below, I accept this proposal and agree to the Terms and Conditions contained herein C-(KJOq CW-�i�`V— Customer Vame (Printed) Authorized Signature Page 12 of 13 / S——� Date 6DC(f ) 6—W1q-7< Title Convergint Technologies' Install Terms & Conditions Throughout this Installation Proposal, the term, "Convergint" refers to the Convergint Technologies affiliate operating in the state/province in which the work is being performed. SECTION 1. THE WORK This Installation Proposal takes precedence over and supersedes any and all prior proposals, correspondence, and oral agreements or representations relating to the work set forth in the attached scope of work ("Work'). This Installation Proposal commences on the Start Date as specified in the attached scope of work and represents the entire agreement between Convergint and Customer (the "Agreement'). In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force. Convergint agrees in accordance with the mutually agreed project schedule: a To submit shop drawings, product data, samples and similar submittals if required in performing the Work; b. To pay for all labor, materials, equipment, tools, supervision, programming, testing, startup and documentation required to perform the Work in accordance with the Agreement c. Secure and pay for permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work, unless local regulations provide otherwise; and d. Hire subcontractors and order material to perform part of the Work, if necessary, while remaining responsible for the completion of theWork. Customer agrees in accordance with the mutually agreed project schedule, and at no cost to Convergint: a To promptly approve submittals provided by Convergint b. To provide access to all areas of the facility which are necessary to complete the Work; c. To supply suitable electrical service as required by Convergintand d. That in the event of any emergency or systems failure, reasonable safety precautions will be taken by Customer to protect life and property during the period of time from when Convergint is first notified of the emergency or failure and until such time that Convergint notifies the Customer that the systems are operational or that the emergency has cleared. No monitoring services are included in the Work. Any such services shall be governed by a separate agreement. Title to the Work, including any materials comprising the Work, shall pass to Customer as the Work is completed and the materials are incorporated into the Work at Customer's site. If materials are earlier stored on Customer's site pursuant to agreement between Customer and Convergint, title with respect to such materials shall pass to Customer upon delivery to Customer site. SECTION 2. PRICING Pricing and amounts proposed shall remain valid for 30 days unless otherwise specified. Price includes only the material listed based on Convergint's interpretation of plans and specifications unless noted otherwise. Additional equipment unless negotiated prior to order placement will be billed accordingly. Sales taxes, (and in Canada GST/PST) and any other taxes assessed on Customer shall be added to the price upon invoice to Customer. SECTION 3. INVOICE REMITTANCE AND PAYMENT If the Work is performed over more than a month, Convergint will invoice Customer each month for the Work performed during the previous month. Customer agrees to pay the amount due to Convergint as invoiced, within thirty (30) days of the date of such invoice. If the Work is completed in less than one month, Customer agrees to pay Convergint in full after the Work has been performed within thirty (30) days of the date of being invoiced. Invoices shall not include or be subject to a project retention percentage. If Customer is overdue in any payment to Convergint Convergint shall be entitled to suspend the Work until paid, and charge Customer an interest rate 1 and 1/2% percent per month, (or the maximum rate permitted by law, whichever is less), and may avail itself of any other legal or equitable remedy. Customer shall reimburse Convergint costs incurred in collecting any amounts that become overdue, including attorney fees, court costs and any other reasonable expenditure. SECTION 4. WARRANTY Convergint provides the following SOLE AND EXCLUSIVE warranty to the Customer: For the period of one (1) year, commencing at the earlier of substantial completion of the Work, or first beneficial use, ("Warranty Period'): a. That Work performed under this Agreement will be ofgood quality; b. That all equipment will be new unless otherwise required or permitted by this Agreement; C. That the Work will be free from defects not inherent in the quality required or permitted; and d. That the Work will conform to the requirements ofthis Agreement. The Customer's sole remedy for any breach of this warranty is that Convergint shall remove, replace and/or repair at its own expense any defective or improper Work, discovered within the Warranty Period, provided Convergint is notified in writing of any defect within the Warranty Period. Any equipment or products installed by Convergint in the course of performing the Work hereunder shall only carry such warranty as is provided by the manufacturer thereof, which Convergint hereby assigns to Customer without recourse to Convergint. Upon request of Customer, Convergint will use commercially reasonable efforts to assist Customer in enforcing any such third -party warranties. This warranty excludes remedy for damage or defect caused by abuse, modifications not executed by Convergint improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. NO FURTHER WARRANTIES OR GUARANTIES, EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO ANY GOODS OR SERVICES PROVIDED UNDER THIS AGREEMENT, AND ANY UAPUED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLYDISCLAIMED. SECTION S. CHANGES Without invalidating this Agreement or any bond given hereunder, Customer or Convergint may request changes in the Work. Any changes to the Agreement shall be in writing signed by both Customer and Convergint. If Customer orders any additional work or causes any material interference with Convergint's performance of the Work, Convergint shall be entitled to an equitable adjustment in the time for performance and in the Agreement Price, including a reasonable allowance for overhead and profit. SECTION 6. FORCE MAJEURE Neither Customer nor Convergint shall be responsible or liable for, shall incur expense for, or be deemed to be in breach of this Agreement because of any delay in the performance of their respective obligations pursuant to this Agreement due solely to circumstances beyond their reasonable control ("Force Majeure') and without the fault or negligence of the party experiencing such delay. A Force Majeure event shall include, but not be limited to: accident fire, storm, water, flooding, negligence, vandalism, power failure, installation of incompatible equipment improper operating procedures, source current fluctuations or lighting If performance by either party is delayed due to Force Majeure, the time for that performance shall be extended for a period of time reasonably necessary to overcome the effect of the delay. Any Services required by Convergint due to reasons set forth in this Force Majeure Section shall be charged to Customer in addition to any amounts due under this Agreement. Convergint Technologies Install Terms and Conditions Version 1.12 June 2020 SECTION 7. INSURANCE Convergint shall have the following insurance coverage during the term of this Agreement, and shall provide certificates of insurance to the Customer prior to beginning work hereunder: Worker's Compensation Statutory Limits Employer's Liability $1,000,000 per occurrence/aggregate Commercial General Liability $1,000,000 peroccurrence/aggregate $2,000,000 general aggregate Automobile Liability $1,000,000 per occurrence/aggregate Excess/UmbrellaLiability $10,000,000 peroccurrence/aggregate All insurance policies carried by Convergint shall be primary to and noncontributory with the insurance afforded to Customer and shall name the Customer as "additional insured", with respect to liability arising out of work performed by Convergint, as applicable, but only to the extent of liabilities falling within the indemnity obligations of Convergint, pursuant to the terns of this Agreement. Convergint shall provide to the Customer no less than thirty (30) days' notice prior to the termination or cancellation of any such insurance policy. SECTION 8. INDEMNIFICATION Convergint shall indemnify and hold Customer harmless from and against claims, damages, losses and expenses, attributable to bodily injury, sickness, disease or death, or to destruction of tangible property, but only to the extent caused by: a) the negligent or willful acts or omissions of Convergint or Convergint's employees or subcontractors while on Customer's site, or b) the malfunction of the equipment supplied by Convergint or c) Convergint's breach of this Agreement. IN NO EVENT SHALLEIIHER CONVERGINT OR CUSTOMER BE LIABLE TO THE OTHER PARTY HERETO FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING COMMERCIAL LOSS, LOSS OF USE OR LOST PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CONVERGINT BE LIABLE TO CUSTOMER FOR ANY AMOUNTS IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER TOCONVERGINT. It is understood and agreed by the parties hereto that Convergint is or may be providing intrusion products which are designed to provide notification of certain events but are not intended to be guarantees or insurers against any acts for which they are supposed to monitor or inform. Convergint's indemnification obligation pursuant to Section 8 herein, does not apply to the extent the loss indemnified against is caused by any intrusion product or software provided by but not manufactured by Convergint. Convergint shall have gg liability to Customer for any losses to the extent such losses are caused by the intrusion product or software. Customer shall indemnify, defend, and hold harmless Convergint, from and against all claims, lawsuits, damages, losses and expenses by persons not a party to this Agreement but only to the extent caused by such intrusion product or software provided by but not manufactured by Convergint. SECTION 9. COMPLIANCE WITH LAW, SAFETY, & HAZARDOUS MATERIALS This Agreement shall be governed and construed in accordance with the laws of the state/province in which the Work is being performed. Convergint agrees to comply with all laws and regulations relating to or governing its provision of the Work. Convergint shall comply with all safety related laws and regulations and with the safety program of the Customer, provided such program is supplied to Convergint prior to beginningwork. In the event that Convergint discovers or suspects the presence of hazardous materials, or unsafe working conditions at Customer's facility where the Work is to be performed, Convergint is entitled to stop the Work at that facility if such hazardous materials, or unsafe working conditions were not provided by or caused by Convergint Convergint in its sole discretion shall determine when it is "safe" to return to perform the Work at Customer's facility. Convergint shall have no responsibility for the discovery, presence, handling, removing or disposal of or exposure of persons to hazardous materials in any forth at the Customer's facility. Customer shall indemnify and hold harmless Convergint from and against claims, damages, losses and expenses, including but not limited to, reasonable attorney's fees, arising out of or resulting from undisclosed hazardous materials, or unsafe working conditions at Customer's facility. Customer acknowledges that applicable law or regulation may limit Customer's rights and impose obligations with respect to information or data obtained using software capable of obtaining what may in certain circumstances be characterized as biometric information (individually and collectively, the "Software") and agrees that Customer is solely responsible to ensure its own compliance with such laws or regulations. Customer shall completely indemnify, defend (including pay attorneys' fees and disbursements), and hold harmless Convergint, its affiliates, and any employees, agents, contractors or representatives of any of the foregoing from and against any and all losses, liability, damages, penalties, expenses, claims, demands, actions, or causes of action, judgments (finally awarded) or settlements (individually and collectively, "Liabilities') arising from or related to any intentional or negligent acts or omissions of Customer or any of its agents, affiliates, employees, or representatives arising from or related to the Software, any hardware, software, or other services associated with the Software, or the use of any of the foregoing by or on behalf of Customer, including but not limited to those arising from or related to Customer's failure to comply with applicable laws or regulations related to its use of the Software or any hardware, software, or other services associated with the Software, including but not limited to the Customer's failure to obtain any necessary consents from affected individuals or provide any necessary disclosures or protections with respect to the information of such individuals under any applicable privacy or data security law, but excluding matters for which Convergint has agreed to indemnify Customer from and against third party claims for copyright and trade secret infringement under the terms of the End User License Agreement for the Software between Convergint and Customer. Notwithstanding the foregoing, Customer and Convergint agree that Liabilities suffered by a third party (other than an affiliate of Convergint) which are an element of loss subject to indemnification under this paragraph shall be deemed direct damages. SECTION 10. DISPUTES In the event of any dispute between Convergint and Customer, Convergint and Customer shall first attempt to resolve the dispute in the field, but if that is not successful, then in a meeting between authorized officers of each company. If settlement attempts are not successful, then the dispute shall be decided exclusively by arbitration. Such arbitration shall be conducted in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect and shall be a final binding resolution of the issues presented between the parties. The prevailing party shall be entitled to recover its reasonable attorneys' fees and costs. SECTION 11. MISCELLANEOUS Neither party to this Agreement shall assign this Agreement without the prior written consent of the other party hereto. Convergint may assign this Agreement to any of its parents, subsidiaries or affiliated companies or any entity majority owned by Convergint. Notices shall be in writing and addressed to the other party, in accordance with the names and addresses of the parties as shown above. All notices shall be effective upon receipt by the party to whom the notice was sent. A waiver of the terms hereunder by one party to the other party shall not be effective unless in writing and signed by a person with authority to commit the Customer or Convergint and delivered to the non -waiving party according to the notice provision herein. No waiver by Customer or Convergint shall operate as a continuous waiver, unless the written waiver specifically states that it is a continuous waiver of the terms stated in that waiver. The Sections regarding invoicing warranty, and indemnity, and disputes shall survive the termination of this Agreement. • CO nr 450 Shattuck Ave , Renton,Washington 98507 Phone 425-272-2250 Mobile 206-306-3272 TEC ES warren.teafatiller@convergint.com Making a Daily Difference August 27, 2020 Grant County Central Services CBD - Community Development Building 264 West Division Ephrata, Washington 98823 Attention: Reference: Grant County Community Development Community Development Building Quotation: WT00289437P RFP#: License/Cert On behalf of our thousands of global colleagues, I want to personally thank you for considering Convergint Technologies for this project and for providing us with the opportunity to present this proposal addressing your electronic security needs. We are confident that this proven solution is both comprehensive and customized to meet your needs today and in the years ahead. On August 3rd and 4th Convergint Technologies met with Grant County officials to support a request to add security for the Grant County Building "Community Development" located at 294 West Division Ephrata, WA 98823. Convergint has prepared pricing in accordance with the rate schedule per Blanket Contract 4488. Intent to file prevailing wage per WAC's Title 296 Chapter 296-127-01322. Electronic Technician Chapter 39.12 RCW Rate as of 11/1/2019 ($53.57) Community Development Building SCOPE OF WORK This is a Convergint Technologies security proposal to Grant County for the Grant County property located at 294 West Division Road, Ephrata, WA 98823. This project design was based on a site walk with Convergint contractors, Grant County personnel and renderings provided by Grant County. The documents used for design and engineering are enclosed in the proposal. UNITED STATES CANADA ASIA PACIFIC EUROPE 6.7 SECURITY NETWORK INFRASTRUCTURE Grant County will be responsible for providing a complete network to support this project to include network switch with port availability at the following locations: • Community Development Building MDF ACCESS CONTROL FIELD DEVICES o One (1) 2 Door Standard UL LifeSafety Enclosure o One (1) LNL-X2220 Intelligent Controller o Two (2) Card Readers and electrified door hardware Materials Page 2 of 7 Extended Line Qty Part Description Unit Price Price 1 Grant County Community Development Building 2 Blanket Contract # 4488 3 ON CONTRACT MATERIAL DISCOUNT PER 4488 4 OFF CONTRACT MATERIAL 5 25% Mark-up Per Contract 2 DR STANDARD MERCURY, 75 Watt 12 and 24 VDC 6 1.00 CNV-2DRP- power supply, 4 relay class II outputs, mounts 1 $ 338.67 $ 338.67 MERC-STRD mercury controller, 14X12 locking enclosure I LSP Model Number FP075-B100C4PE1M Intelligent Dual Reader Controller — powered by 12 or 24 VDC @ 500mA (w/o Rdr Power)„ size (6" (152mm) W x 8" (203mm) L x 1" (25mm)H); 6 MB standard cardholder flash memory, 50,000 of event memory, maximum of 32 devices, On -board 7 1.00 LNL-X2220 Ethernet, Dual Path capability, on -board two door $ 1,532.67 $ 1,532.67 control, OSDP Secure Channel encryption with OnGuard 7.2, Wiegand or F2F; eight inputs, four outputs, cabinet tamper and power fault input monitors. Approvals: FCC Part 15, CE, RoHS, UL 294, UL 1076, CAN/ULC 60839-11-1:2016, CSA C22.2 No. 205-1983, cUL/ORD-C1076 8 2.00 BT1212 BATTERY- 12VDC/12AH,FOR USE W/ POWER $ 66.79 $ 133.58 SUPPLY/CHARGERS 9 2.00 920PMPNEK RDR, RP40 MULTICLASS SE E, LF $ 248.11 $ 496.22 MA007 Page 2 of 7 Equipment Total Program Manager Professional Services Project Management Specialist -Programming Specialist -Testing Installation -Foreman Installation Engineering Drafting/CAD Subcontractors/Other Costs Freight/Warranty Total Project Price Page 3 of 7 $ 2,501.14 $ 0.00 $ 0.00 $ 1,080.00 $ 1,160.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 6,864.63 $ 275.86 $ 11,881.63 Clarifications and Exclusion All work proposed herein, shall be performed during normal business hours Monday through Friday 8:00 am - 5:00 pm. Low voltage wiring shall be installed via open air code approved methods. Provision or installation of conduit, wire, boxes, fittings or other electrical installation materials unless specifically listed under Inclusions or Bill of Materials. 4. Permits or associated fees are included. 5. Customer to provide static IP addresses and network connections at panel locations. 6. Customer to provide a secured staging & storage area for project related materials. 7. Pricing assumes that electronic Auto CAD files are available from customer for our use in creating submittal drawings. 8. Twenty -Five percent (25%) of the proposed sell price shall be payable to Convergint Technologies for project mobilization. Mobilization shall be invoiced and due upon customer acceptance of this proposal. 9. Proposal does include sales tax. 10. Anything in the Contract Documents notwithstanding, in no event shall either Contractor or Subcontractor be liable for special, indirect, incidental or consequential damages, including commercial loss, loss of use, or lost profits, even if either party has been advised of the possibility of such damages. 11. Convergint Technologies 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. Page 4 of 7 Performance Items Items Included Items Excluded 120 VAC Power and Fused Disconnect Switch 120 VAC Power Receptacles Additional Lighting Requirements for Cameras Attend General Contractor Project Meetings Authority having Jurisdiction permit drawing (requires customer CAD) Ceiling Tiles and Ceiling Grid Repairs Correction of Wiring Faults Caused by Others Electrical Installation Permit Engineering and Drawings FA Permit and Plan Review Fees Fire Watch Floor plan with device placement and numbering (requires customer CAD) Horizontal Core Drilling Installation of CCTV Cameras Installation of Control Equipment Enclosures Installation of Intercom Systems Installation of Low Voltage Wire Installation of Network Cabling to IP Cameras Installation of Specialty Backboxes Installation of Video Recorders (DVR/NVR) Installation of Wire Hangars Loading Software on Customer Provided Computer Material (listed in the BOM) On -Site Lockable Storage Facility One -Year Warranty on Parts Owner to Provide DHCP Lease Reservations for Network Connected Devices Owner Training Panel wiring with point to point connections Payment & Performance Bonds Record Documentation (As -Built) Servers by Convergint Specialty Backboxes System Engineering System Meets Plans/Drawings Terminal Cabinets Testing of all Proposed Devices Wire Workstations by Others Applicable Taxes Attend Owner Project Meetings Cable Connection to Building Fire Alarm Panel Door wiring typical connections Electrified Door Locking Hardware Equipment rack layout drawing Fire Stopping (Excludes Existing Penetrations) Floor Coverings for Lifts Freight (prepaid) Installation of Bridle Rings Installation of Conduit, Boxes and Fittings Installation of Control Panels Installation of Intrusion Panels Installation of Network Cabling to Card Readers Installation of Network Cabling to IP Intercoms Installation of Terminal Cabinets Installation of Wire and Cable Lifts Low Voltage Permits Mounting/Termination of Proposed Devices One -Year Warranty on Labor Operations & Maintenance Manuals Owner to Provide Static IP Addresses Panel Wall Elevation drawing (may require customer CAD) Patch and Paint Project Management Riser drawing with home run wiring Servers by Others Submittal Drawings System is Design -Build System Programming Termination of Control Equipment Enclosures Vertical Core Drilling Workstations by Convergint Page 5 of 7 Total Project Investment: $ 11,881.63 Thank you for considering Convergint Technologies 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, Warren Teafatiller Convergint Technologies Warren Teafatiller By signing below, I accept this proposal and agree to the Terms and Conditions contained herein Customer Name (Printed) rka- " � 1) A thorized Signature Page 6 of 7 q - I� -D-D -�� Date �1�j9 cam, GN�✓� Title Convergint Technologies' Install Terms & Conditions Throughout this Installation Proposal, the term, "Convergint" refers to the Convergint Technologies affiliate operating in the statelprovince in which the work is being performed. SECTION I. THE WORK This Installation Proposal takes precedence over and supersedes any and all prior proposals, correspondence, and oral agreements or representations relating to the work set forth in the attached scope of work ("Work'). This Installation Proposal commences on the Stan Date as specified in the attached scope of work and represents the entire agreement between Convergint and Customer (the "Agreement"). In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall retain in full force. Convergint agrees in accordance with the mutually agreed project schedule: a. To submit shop drawings, product data, samples and similar submittals if required in performing the Work; b. To pay for all labor, materials, equipment, tools, supervision, programming, testing, startup and documentation required to perform the Work in accordance with the Agreement; c. Secure and pay for permits and governmental fees, licenses and inspections necessary for proper execution and completion ofthe Work, unless local regulations provide otherwise; and d. Hire subcontractors and order material to perform part ofthe Work, if necessary, while remaining responsible for the completion of theWork. Customer agrees in accordance with the mutually agreed project schedule, and at no cost to Convergint: a. To promptly approve submittals provided by Convergint; b. To provide access to all areas ofthe facility which are necessary to complete the Work; c. To supply suitable electrical service as required by Convergim;and d. That in the event of any emergency or systems failure, reasonable safety precautions will be take by Customer to protect life and property during the period of time from when Convergint is first notified of the emergency or failure and until such time that Convergint notifies the Customer that the systems are operational or that the emergency has cleared. No monitoring services are included in the Work. Any such services shall be governed by a separate agreement. Title to the Work, including any materials comprising the Work, shall pass to Customer as the Work is completed and the materials are incorporated into the Work at Customer's site. If materials are earlier stored on Customer's site pursuant to agreement between Customer and Convergint, tide with respect to such materials shall pass to Customer upon delivery to Customer site. SECTION 2. PRICING Pricing and amounts proposed shall remain valid for 30 days unless otherwise specified. Price includes only the material listed based on Convergint's interpretation of plans and specifications unless noted otherwise. Additional equipment, unless negotiated prior to order placement, will be billed accordingly. Sales taxes, (and in Canada GST/PST) and any other taxes assessed on Customer shall be added to the price upon invoice to Customer. SECTION 3. INVOICE REMITTANCE AND PAYMENT If the Work is performed over more than a month, Convergint will invoice Customer each month for the Work performed during the previous month. Customer agrees to pay the amour due to Convergint as invoiced, within thirty (30) days of the date of such invoice. If the Work is completed in less than one month, Customer agrees to pay Convergint in full after the Work has been performed within thirty (30) days of the date of being invoiced. Invoices shall not include or be subject to a project retention percentage. If Customer is overdue in any payment to Convergint, Convergint shall be entitled to suspend the Work until paid, and charge Customer an interest rate 1 and 12% percent per month, (or the maximum rate permitted by law, whichever is less), and may avail itself of any other legal or equitable remedy. Customer shall reimburse Convergint costs incurred in collecting any amours that become overdue, including attorney fees, court costs and any other reasonable expenditure. SECTION 4. WARRANTY Convergint provides the following SOLE AND EXCLUSIVE warranty to the Customer: For the period of one (1) year, commencing at the earlier of substantial completion of the Work, or first beneficial use, ("Warranty Period"): a. That Work performed under this Agreement well be ofgood quality; b. That all equipment will be new unless otherwise required or permitted by this Agreement; C. That the Work will be free from defects not inherent in the quality required or permitted; and d. That the Work will conform to the requirements ofthis Agreement. The Customer's sole remedy for any breach of this warranty is that Convergint shall remove, replace and/or repair at its own expense any defective or improper Work, discovered within the Warranty Period, provided Convergint is notified in writing of any defect within the Warranty Period. Any equipment or products installed by Convergint in the course of performing the Work hereunder shall only carry such warranty as is provided by the manufacturer thereof, which Convergint hereby assigns to Customer without recourse to Convergint. Upon request of Customer, Convergint will use commercially reasonable efforts to assist Customer in enforcing any such third -party warranties. This warranty excludes remedy for damage or defect caused by abuse, modifications not executed by Convergint, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. NO FURTHER WARRANTIES OR GUARANTIES, EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO ANY GOODS OR SERVICES PROVIDED UNDER THIS AGREEMENT, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. SECTION 5. CHANGES Without invalidating this Agreenem or any bond given hereunder, Customer or Convergent may request changes in the Work. Any changes to the Agreement shall be in writing signed by both Customer and Convergint. If Customer orders arry additional work or causes any material interference with Convergint's performance of the Work, Convergint shall be entitled to an equitable adjustment in the time for performance and in the Agreement Price, including a reasonable allowance for overhead and profit. SECTION 6. FORCE MAJEURE Neither Customer nor Convergint shall be responsible or liable for, shall incur expense for, or be deemed to be in breach of this Agreement because of any delay in the performance of their respective obligations pursuant to this Agreement due solely to circumstances beyond their reasonable control ("Force Majeure") and without the fault or negligence of the party experiencing such delay. A Force Majeure event shall include, but not be limited to: accident, fire, storm, water, flooding, negligence, vandalism, power failure, installation of incompatible equipment, improper operating procedures, source current fluctuations or lighting. If performance by either party is delayed due to Force Majeure, the time for that performance shall be extended for a period of time reasonably necessary to overcome the effect of the delay. Any Services required by Convergint due to reasons set forth in this Force Majeure Section shall be charged to Customer in addition to any amounts due under this Agreement. Convergint Technologies Install Terms and Conditions Version 1.12 June 2020 SECTION 7. INSURANCE Convergint shall have the following insurance coverage during the term of this Agreement, and shall provide certificates of insurance to the Customer prior to beginning work hereunder: Worker's Compensation Statutory Limits Employer's Liability $1,000,000 per occurrence/aggregate Commercial General Liability $1,000,000 per occurrence/aggregate $2,000,000 general aggregate Automobile Liability $1,000,000 per occurrence/aggregate Excess/lJmbrellaLiability $10,000,000 peroccurrence/aggregate All insurance policies carried by Convergint shall be primary to and noncontributory with the insurance afforded to Customer and shall name the Customer as "additional insured", with respect to liability arising out of work perforated by Convergint as applicable, but only to the extent of liabilities falling within the indemnity obligations of Convergent, pursuant to the term of this Agreement. Convergint shall provide to the Customer no less than thirty (30) days' notice prior to the termination or cancellation of any such insurance policy. SECTION & INDEMNIFICATION Convergint shall indemnify and hold Customer harmless from and against claims, damages, losses and expenses, attributable to bodily injury, sickness, disease or death, or to destruction of tangible property, but only to the extent caused by: a) the negligent or willful acts or omissions of Convergint or Convergint's employees or subcontractors while on Customer's site, or b) the malfunction of the equipment supplied by Convergint, or c) Convergint's breach of this Agreement. IN NO EVENT SHALL EITHER CONVERGINT OR CUSTOMER BE LIABLE TO THE OTHER PARTY HERETO FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING COMMERCIAL LOSS, LOSS OF USE OR LOST PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CONVERGINT BE LIABLE TO CUSTOM M FOR ANY AMOUNTS IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER TOCONVERGINT. It is understood and agreed by the parties hereto that Convergint is or may be providing intrusion products which are designed to provide notification of certain events but are not intended to be guarantees or insurers against any acts for which they are supposed to monitor or inform. Convergint's indemnification obligation pursuant to Section 8 herein, does not apply to the extent the loss indemnified against is caused by any intrusion product or software provided by but not manufactured by Convergint. Convergint shall have gg liability to Customer for any losses to the extent such losses are caused by the intrusion product or software. Customer shall indemnify, defend, and hold harmless Convergint, from and against all claims, lawsuits, damages, losses and expenses by persons not a party to this Agreement, but only to the extent caused by such intrusion product or software provided by but not manufactured by Convergint. SECTION 9. COMPLIANCE WITH LAW, SAFETY, & HAZARDOUS MATERIALS This Agreement shall be governed and construed in accordance with the laws ofthe staWprovince in which the Work is being performed. Convergint agrees to comply with all laws and regulations relating to or governing its provision of the Work. Convergint shall comply with all safety related laws and regulations and with the safety program ofthe Customer, provided such program is supplied to Convergint prior to beginningwork. In the event that Convergint discovers or suspects the presence of hazardous materials, or unsafe working conditions at Customer's facility where the Work is to be performed, Convergint is entitled to stop the Work at that facility if such hazardous materials, or unsafe working conditions were not provided by or caused by Convergint Convergent in its sole discretion shall determine when it is "safe" to return to perform the Work at Customer's facility. Convergint shall have no responsibility for the discovery, presence, handling, removing or disposal of or exposure of persons to hazardous materials in any form at the Customer's facility. Customer shall indemnify and hold harmless Convergint from and against claims, damages, losses and expenses, including but not limited to, reasonable attorney's fees, arising out of or resulting from undisclosed hazardous materials, or unsafe working conditions at Customer's facility. Customer acknowledges that applicable law or regulation may limit Customer's rights and impose obligations with respect to information or data obtained using software capable of obtaining what may in certain circumstances be characterized as biometric information (individually and collectively, the "Software") and agrees that Customer is solely responsible to ensure its own compliance with such laws or regulations. Customer shall completely indemnify, defend (including pay attorneys' fees and disbursements), and hold harmless Convergint, its affiliates, and any employees, agents, contractors or representatives of any of the foregoing from and against any and all losses, liability, damages, penalties, expenses, claims, demands, actions, or causes of action, judgments (finally awarded) or settlements (individually and collectively, "Liabilities") arising from or related to any intentional or negligent acts or omissions of Customer or any of its agents, affiliates, employees, or representatives arising from or related to the Software, any hardware, software, or other services associated with the Software, or the use of any of the foregoing by or on behalf of Customer, including but not limited to those arising from or related to Customer's failure to comply with applicable laws or regulations related to its use of the Software or any hardware, software, or other services associated with the Software, including but not limited to the Customer's failure to obtain any necessary consents from affected individuals or provide any necessary disclosures or protections with respect to the information of such individuals under any applicable privacy or data security law, but excluding matters for which Convergint has agreed to indemnify Customer from and against third party claims for copyright and trade secret infringement under the terms of the End User License Agreement for the Software between Convergint and Customer. Notwithstanding the foregoing, Customer and Convergint agree that Liabilities suffered by a third party (other than an affiliate of Convergint) which are an element of loss subject to indemnification under this paragraph shall be deemed direct damages. SECTION 10. DISPUTES In the event of any dispute between Convergint and Customer, Convergent 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, essful, then the dispute shall be decided exclusively by arbitration. Such arbitration shall be conducted in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect and shall be a final binding resolution of the issues presented between the parties. The prevailing party shall be entitled to recover its reasonable altoneys' fees and costs. SECTION 11. MISCELLANEOUS Neither party to this Agreement shall assign this Agreement without the prior written consent of the other party hereto. Convergent may assign this Agreement to any of its parents, subsidiaries or affiliated companies or any entity majority owned by Convergint. Notices shall be in writing and addressed to the other party, in accordance with the names and addresses of the parties as shown above. All notices shall be effective upon receipt by the party to whom the notice was sent. A waiver ofthe terms hereunder by one party to the other party shall not be effective unless in writing and signed by a person with authority to commit the Customer or Convergir and delivered to the rron-waiving party according to the notice provision herein. No waiver by Customer or Convergint shall operate as a continuous waiver, unless the written waiver specifically states that it is a continuous waiver of the terms stated in that waiver. The Sections regarding invoicing, warranty, and indemnity, and disputes shall survive the termination of this Agreement.