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HomeMy WebLinkAboutAgreements/Contracts - Facilities & MaintenanceGRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT:Facilites a1lCI Maintenance DATE:7/25I2024 REQUEST SUBMITTED BY: Kevin Schmidt PHONE:765-3272 CONTACT PERSON ATTENDING ROUNDTABLE:Kevin Schmidt/TomGaines CONFIDENTIAL INFORMATION: DYES WNO hou !J!2j1J r NOA A A m s ®Agreement / Contract ❑AP Vouchers ❑Appointment / Reappointment ❑ABPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ® Budget ❑ Computer Related ❑ County Code ❑ Emergency Purchase ❑ Employee Rel. ® Facilities Related ❑ Financial ®Funds ❑ Hearing ❑ Invoices / Purchase Orders 0 Grants — Fed/State/County ❑ Leases ❑ MOA / MOU ❑Minutes ❑Ordinances El Out of State Travel El Petty Cash ❑ Policies ❑ Proclamations ❑ Request for Purchase ❑ Resolution 1:1 Recommendation ❑Professional Sery/Consultant ❑Support Letter ❑Surplus Req. ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB EEgEZORUR �0 "700"r "M E-A Facilites is asking for approval to proceed with the project to install more access control readers at the Ephrata Campus and Wheeler Road Facility. The budget for the projects is $43,966 and also there is a Grant for District Court Security Improvements for $24,000, for a total budget of $67,966. See the attached for more details. If necessary, was this document reviewed by accounting? 0 YES ❑ NO ❑ NIA If necessary, was this document reviewed by legal? ❑ YES ❑ NO *1 N/A DATE OF ACTION: -7r d -2,- APPROVE: DENIED ABSTAIN D1: D2: D3: 4/23/24 DEFERRED OR CONTINUED TO: WITHDRAWN: RE: Request Approval Attachment Mandy Kim <alkim@grantcountywa.gov> Thu 7/25/2024 8:47 TaKevin Schmidt <kschmidt@grantcountywa.gov> That should be fine. Ultimately, up to the board but I don't see an issue with it. Mandy Kim Chief Financial Officer Grant County PO Box 37 Ephrata, WA 98823 alb grantcounty as gov From: Kevin Schmidt <kschmidt@grantcountywa.gov> Sent: Thursday, July 25, 2024 8:44 AM To: Mandy Kim <alkim@grantcountywa.gov> Subject: Request Approval Attachment Mandy, I wrote Word document as an attachment for the BOCC. Do you see any issues with using the facilities operating budget to fund the project until the grant money is reimbursed by the State? If we need to discuss I am available for a call. Kevin Schmidt Facilities and Maintenance Manager Grant County, Wa Phone: 509-754 2011 ext: 3272 Mobile: 509-237-4081 Email: kschmidt grantcountywa.gov R E C P1 V E U JUL 2 5 2024 a 9( "0IJ7G4')°.+I0N., -a1 tL' ! :. .. ;� Grant County Facilities & Maintenance P O Box 37 Ephrata WA 98823 (509) 754-2011 Ext -3272 Board of County Commissioners July 25, 2024 Re: Request to Proceed, Access Control Additions 2024 Dear BOCC, 6 This year it was budgeted to install additional access control to the buildings at the Ephrata Campus and District Court spaces at Wheeler Road in Moses Lake. The original budget for the project is $45,000, but the District Court was able to secure a grant to help pay for the security upgrades access control will provide for District Court Spaces. The grant amount is $24,000. This brings the total funds available for this project to $69,000. The grant portion of the funds, $24,000, can be paid from the Facilities and Maintenance operating budget until theg rant funds are re-imbursed by the State. The quoted cost from Convergint for the installation and programming of the new access control points is $64,521.84, this cost includes tax. The cost for Convergint is $4,478.16 less than the funds available for this project, which can be used to purchase cable and other materials as needed. The total cost of the project is not anticipated to exceed the available funds. Therefore, I am requesting approval to proceed with this project to install 19 additional access control points, hardware and programming. Thank you for your consideration in this matter. Respectfully, zal6t sou Kevin Schmidt Facilities and Maintenance Manager Grant County, Washington Kevin Schmidt Manager Facilities and Maintenance Kschmidt@grantcountywa.gov "To meet current and future needs, serving together with public and private entities, while fostering a respectful and successful work environment" convergInj 1707 E Sprague Ave, Spokane Valley,Washington 99206 Phone Mobile 509-867-8619 justin.magee@convergint.com May 16, 2024 Grant County Grant County Courthouse 35 C St NW Ephrata, Washington 98823 Attention: Kevin Schmidt Reference: WA -S -Grant County Law and Justice Door Adds Quotation: JM46689726P RFP#: License/Cert On behalf of Convergint's global network of colleagues, I would like to personally thank you for providing Convergint 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 future. Convergint's reputation for service excellence is backed by a foundational commitment to our core value of service, and we have been recognized as the #1 Systems Integrator by SDM Magazine. This recognition reflects the strong relationships Convergint has developed with the industry's top technology manufacturers, and our history of success with providing exceptional service to our customers. Our guiding principle has always been to be our customers' best service provider. Our dedicated and certified team of professionals strives to uphold our customer -focused, service -based mission to make -a daily difference for our customers. After achieving a successful on-time and on -budget project installation, Convergint will provide you with the industry's best ongoing service, including our 24/7 customer portal iCare, designed to track service work orders, project progress, and provide you with detailed metric reporting for continuous improvement. The following security proposal is specifically designed to meet your needs. As your single point of contact, please feel free to contact me with any additional questions you may have. Thank you again for trusting Convergint as your partner. K2 4- 19 1 Scope of Work • Provide labor and equipment to add six (6) additional access control door packages at the Grant County Law and Justice Building in Ephrata. These will include a new electric strike on all doors, HID multiclass mobile ready card reader, door contact, and request to exit (REX). Convergint will supply three (3) additional LNL-1320-S3 dual reader modules for installation in the open slots on the existing enclosures on floors 1, 2 and 3. Assumptions are being made that there is sufficient space and power in the existing access control enclosures for the new doors. The new readers will be integrated to the existing Grant County Lenel ADV system software, System ID# 149535. All electrical work and electrical installation materials to 'be provided by others. Electrical installation to be provided by Grant County, including rough in to each device location and installation of electronic locking hardware. Door locations — Per drawing below • Door to Emergency Management from Hallway — Electric strike • Door to Data Closet in Emergency Management Area — Electric strike • Sheriff's Office Back Door to Stairway — Electric strike • Sheriff's Office Front Door to the Lobby — Electric strike • PA Stairwell (Crash Bar) — Electric Strike, possible rim strike • Locker Room Door — Electric strike 'f ^fit ......................... 35 C 81, NV4 Ephrata, WA axlsglnq roan 0 irarra. t t thls dra-ming wird L3w and Juatice. Building a I -s (Fo mraw r,F4(tn intwmwt .It 4 �U+ ashlar Salo: NTS balms: 113.010 ofu1sarl Anis Infor imlan lir l J mily� 411m r ilo rrMI _.._ and aqutjxM� ioaafknl��„ wtx9n% ras��r�i.y�. ` �GWARTSt UN" 4*mt CE}irztt+� �ritstr'a�iait Pdsiri ari�rrr�riE .-,., ,.} Materials Line Qty Part Description Unit Price Extended .......:.�...,.�....�....�..�...�....�:...µ.......�._ �..�...�.�....�.�.:�.:...�................ � ,��_ � 1 Main Building 1st Floor Price Dual Reader Interface Module (Series 3 LNL-1320- Supports OSDP Readers) 12/24 VDC, 2 Reader 2 3.00 S3 interface W/M 8 inputs, $ 795.18 $ 21385.54 pts, 6 (5A) form C relays , RoHS, CE, C -Tick and UL294 certified 3 6.00 4500C- 4500C-12/24-630 US32D,FIRE 12/24-630 RATED,FSE,MORT&CYL 10530600 $ 506.58 $ 31039.48 4 6.00 DS160 REQUEST TO EXIT PIRLIGHT GREY $ 84.54 $ 507.24 180-_....�.....�...�,.��....,.�,....._...�...........�.....�...�., 5 6.00 - 3/4 DOOR CONTACT W/ 9 LEADSGRAY $ 7.87 47 i 12WGG $ .22 6 6. 920PMPN RDR, RP40 MULTICLASS SE E, LFSTD HF 00 EKMA007 STD/SIO/SEOS/MA $ 339.77 $ 2,038.62 RESISTOR 2 X 1 K 1/8 WATTWITH 4 LEAD (2 �- 7 6.00 6644 BLUE 2 BLACK)$ 4.17 $ 25.02 Equipment Total Total Labor Other Costs Freight/Warranty Tax if applicable Total Project Price Clarifications and Exclusion 1. Convergint will invoice upon acceptance of this proposal 25% of the sell rice for . p contract execution, project setup and management. 2. Material will be billed 50% upon material release and the remainder upon delivery. ry. 3. All work proposed herein, shall be performed during normal business hours Monday through Friday 8:00 am - 5:00 pm. 4. Low voltage wiring shall be installed via open air code approved methods. 5. Provision or installation of conduit, wire, boxes, fittings or other electrical installation materials is excluded. 6. Electrical permits or associated fees are not included. 7. Rough -in to each device is required and to be provided by others. 8. Convergint is assuming that there are reader licenses available based on a recent reader count. Readers licenses are excluded from this proposal. 9. If there is not sufficient space and/or power for the new doors in the existing enclosures, a change order will be needed to add additional enclosures. 10. Delays caused by others outside of Convergint's control may incur additional costs. 11. Troubleshooting of any existing wiring is excluded. 12. Tier 1 Engineering to include general floorplan and typical riser diagram is included. If additional engineering is required, additional costs will be incurred. 13. Customer to provide static IP addresses and network connections at panel locations. . 14. Customer to provide a secured staging & storage area for project related materials. 15. Proposal does not include sales tax unless otherwise noted. 16. Anything in the Contract Documents notwithstanding, in no event shall either Contractor or Subcontractor be liable for special, indirect, incidental or consequential dam q ages, including commercial loss, loss of use, or lost profits, even if eitherart p Y has been advised of the possibility of such damages. 17. Convergint reserves the right to negotiate mutually acceptable contract terms and conditions with customer by making mutually agreeable changes to the formal contract included in the Bid Documents. 18. Customer acknowledges that supply -chain and shipping difficulties may result in unavoidable delays in deliveries of materials despite timely placement of orders and efforts by Convergint and its suppliers to avoid such delays. Customer agrees to g provide Convergint with reasonable extensions of time to the extent of any such delays and Convergint agrees to make reasonable efforts to avoid or minimize such delays. Customer further acknowledges that the above -referenced supply -chain and shipping difficulties may result in unanticipated increases to Conver int's g proposal pricing on products covered by this quote or any resulting agreement and that such increases may occur between the time this quote is provided, or any resulting contract is executed and the time when Convergint actually purchases the products covered by this quote or a resulting agreement. Customer agrees that it will pay any such increase in Convergints initial pricing of obtaining thep roducts above the proposal pricing upon which the quote or agreement was based, by change order or otherwise, and Convergint agrees that it shall make commercially reasonable efforts to minimize any such increase. Aft, REVIEW IMPORTANT PRODUCT SAFETY AND SERVICE INFORMATION PRIOR TO USING A CONVERGINT-INSTALLED SOLUTION: See the "IMPORTANT PRODUCT SAFETY AND SERVICE INFORMATION" documentation, available at convergint.com/terms. Total Project Investment: $ 20,533.00 Thank you for considering Convergint for your Security needs. Ifyou 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, fu4VL41ilMagieel Convergint Justin Magee By signing below, I accept this proposal and agree to the Terms and Conditions contained herein Kevin Schmidt CustomerNamlninted) r.� Autq0rized Signature Cindy Carter, May 16, 2024 Date Chair 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, including without limitation, goods, services, equipment and software, ("Work"). This Installation Proposal commences on the Start Date as specified in the attached scope of work and, subject to any addendums, represents the entire agreement between Convergint and Customer (the "Agreement"). In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force. Convergint agrees in accordance with the mutually agreed project schedule: a. To submit shop drawings, product data, samples and similar submittals if required in performing the Work; b. To pay for all labor, materials, equipment, tools, supervision, programming, testing, startup and documentation required to perform the Work in accordance with the Agreement; c. Secure and pay for permits and governmental fees, licenses, and inspections necessary for proper execution and completion of the Work, unless local regulations provide otherwise; and d. Hire subcontractors and order material to perform part of the Work, if necessary, while remaining responsible for the completion of theWork. Customer agrees in accordance with the mutually agreed project schedule, and at no cost to Convergint: a. To promptly approve submittals provided by Convergint; b. To provide access to all areas of the facility which are necessary to complete the Work; c. To supply suitable electrical service as required by Convergint;and d. That in the event of any emergency or systems failure, reasonable safety precautions will be taken by Customer to protect life and property during the period from when Convergint is first notified of the emergency or failure and until such time that Convergint notifies the Customer that the systems are operational or that the emergency has cleared. No monitoring services or software capable of obtaining what may be characterized as biometric information are included in the Work. Any such services shall be governed by a separate agreement. Title to the Work, including any materials comprising the Work, shall pass to Customer as the Work is completed and the materials are incorporated into the Work at Customer's site subject to any license agreements. If materials are earlier stored on Customer's site pursuant to agreement between Customer and Convergint, title with respect to such materials shall pass to Customer upon delivery to Customer site. SECTION 2. PRICING Pricing and amounts proposed shall remain valid for 30 days unless otherwise specified. Price includes only the material listed based on Convergint's interpretation of plans and specifications unless noted otherwise. Additional equipment, unless negotiated prior to order placement, will be billed accordingly. Sales taxes, (and in Canada GST/PST) and any other taxes assessed on Customer shall be added to the price upon invoice to Customer. SECTION 3. INVOICE REMITTANCE AND PAYMENT Customer agrees to pay Convergint fifty (50%) percent of the total price as a mobilization fee at the time of executing this Agreement. If the Work is performed over more than one month, Convergint will invoice Customer each month for the Work performed during the previous month. Customer agrees to pay the amount due to Convergint as invoiced, within thirty (30) days of the date of such invoice. If the Work is completed in less than one month, Customer agrees to pay Convergint in full after the Work has been completed within thirty (30) days of the date of invoice. Invoices shall not be subject to a project retention percentage and payment to Convergint shall not be conditioned on payment by an upstream party. If Customer is overdue in any payment, Convergint shall be entitled to suspend the Work until paid, and charge Customer an interest rate 1 and 1/2% percent per month, (or the maximum rate permitted by law, whichever is less), and may avail itself of any other legal or equitable remedy. Customer shall reimburse Convergint costs incurred in collecting any amounts that become overdue, including attorney fees, court costs and any other reasonable expenditure. SECTION 4. WARRANTY For the period of one (1) year, commencing at the earlier of substantial completion of the Work or first beneficial use, ('Warranty Period"), the: a. Work performed under this Agreement will be ofgood quality; b. Equipment will be new unless otherwise required or permitted by this Agreement; C. Work will be free from defects not inherent in the quality required or permitted; and d. Work will conform to the requirements ofthis Agreement. This warranty excludes remedy for damage or defect caused by abuse, theft, neglect, modifications not executed by Convergint, improper or insufficient maintenance, improper use or operation; fire, explosion, water exposure, corrosion, rust, adverse environmental conditions or resulting from accidents, or any other Acts of God; fluctuations in the building power supply, failure to provide a power supply, or operating an environment that does not conform to the manufacturer's specifications; repair, service, adjustment, tampering or modification of the equipment by anyone other than Convergint service personnel; negligence or acts or omissions of Customer or any third party (excluding a Convergint service personnel); or normal wear and tear under normal usage. The Customer's sole and exclusive remedy for any breach of this warranty is that Convergint shall remove, replace and/or repair at its own discretion and expense any defective or improper Work discovered within the Warranty Period, provided Convergint is notified in writing of any defect within the Warranty Period. Any software, equipment or products included in the Work and installed by Convergint shall only carry such warranty as is provided by the manufacturer thereof, which Convergint hereby assigns to Customer without recourse to Convergint or which is exclusively granted to customer in the software documentation. Upon request of Customer, Convergint will use commercially reasonable efforts to assist Customer in enforcing any such third -party warranties. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS SECTION 4, THE WORK IS PROVIDED BY CONVERGINT WITHOUT FURTHER WARRANTIES, REPRESENTATIONS OR GUARANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. SECTION 5. CHANGES Without invalidating this Agreementor any bond given hereunder, Customeror Convergint may request changes in the Work. Any changes to the Agreement shall be in writing signed by both Customer and Convergint. If Customer orders any additional Work or causes any material interference with Convergint's performance of the Work, Convergint shall be entitled to an equitable adjustment in the time for performance and in the Agreement Price, including a reasonable allowance for overhead and profit. SECTION 6. FORCE MAJEURE Neither Customer nor Convergint shall be responsible or liable for or be deemed in breach of this Agreement because of any delay or failure in the performance of their respective obligations pursuant to this Agreement due to circumstances beyond their reasonable control ("Force Majeure") and without the fault or negligence of the party experiencing such delay. A Force Majeure event shall include, but not be limited to: acts of God, pandemic or epidemic, diseases, quarantines, unavoidable casualties, concealed conditions, acts of any civil or military authority; riot, insurrections, and civil disturbances; war, invasion, act of foreign enemies, hostilities (regardless of whether or not war is declared), rebellion, revolution, terrorist activities; strikes, lockouts or other labor disputes; embargoes; shortage or unavailability of labor, supplies, materials, equipment or systems; accident, fire, storm, water, flooding, negligence of others, vandalism, power failure, installation of incompatible equipment, improper operating procedures, source current fluctuations or lighting, transportation contingencies; laws, statutes, regulations, and other legal requirements, orders or judgements; acts or order of any government or agency or official thereof, other catastrophes or any other similar occurrences. If performance by either party is delayed due to Force Majeure, the time for performance shall be extended for a period of time reasonably necessary to overcome the effect of the delay. Any services required by Convergint due to reasons set forth in this Force Majeure Section shall be charged to Customer in addition to any amounts due under this Agreement. SECTION 7. INSURANCE Version 3.0 April 2023 Convergint shall maintain the following insurance coverages during the term of this Agreement and upon request, shall provide certificates of insurance to the Customer: Worker's Compensation Statutory Limits Employer's Liability $1,000,000 per occurrence/aggregate Commercial General Liability $1,000,000 peroccurrence $2,000,000 general aggregate Automobile Liability $1,000,000 per occurrence/aggregate Excess/Umbrella Liability $5,000,000 -per occurrence/aggregate Convergint's insurance is limited to the coverages listed above and Convergint will not provide Builder's Risk Insurance. Commercial General Liability policy shall name the Customer as "additional insured" on a primary/noncontributory basis with respect to liability arising out of work performed by Convergint, as applicable, but only to the extent of liabilities falling within the indemnity obligations of Convergint pursuant to the terms of this Agreement. Convergint shall provide to the Customer no less than thirty (30) days' notice prior to the termination or cancellation of any such insurance policy. SECTION 8. INDEMNIFICATION To the fullest extent allowed by law, Convergint shall indemnify and hold Customer harmless from and against claims, damages, losses, and expenses (excluding loss of use) attributable to bodily injury, sickness, disease or death, or to destruction of tangible property, but only to the extent caused by the negligent acts or omissions of Convergint or Convergint's employees or subcontractors while on Customer's site. It is understood and agreed by the parties that Convergint is or may be providing intrusion products which are designed to provide notification of certain events but are not intended to be guarantees or insurers against any acts for which they are supposed to monitor or inform. Convergint's indemnification obligation pursuant to Section 8 herein, does not apply to the extent the loss indemnified against is caused by any intrusion product or software provided by but not manufactured by Convergint. Convergint shall have no liability to Customer for any losses to the extent such losses are caused by the intrusion product or software. Customer shall indemnify, defend, and hold harmless Convergint, from and against all claims, lawsuits, damages, losses and expenses by persons not a party to this Agreement, but only to the extent caused by such intrusion product or software provided by but not manufactured by Convergint. SECTION 9. LIMITATION OF LIABILITY TO THE FULLEST EXTENT ALLOWED BY LAW: (A) IN NO EVENT SHALL EITHER CONVERGINT OR CUSTOMER BE LIABLE TO THE OTHER PARTY HERETO FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, LIQUIDATED OR CONSEQUENTIAL DAMAGES, INCLUDING COMMERCIAL LOSS, LOSS OF USE OR LOST PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) IN NO EVENT WILL CONVERGINT BE LIABLE TO CUSTOMER FOR ANY AMOUNTS IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER TO CONVERGINT UNDER THIS AGREEMENT. THE LIMITATION SET FORTH IN THIS SECTION SHALL APPLY WHETHER THE CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL THEORY. SECTION 10. COMPLIANCE WITH LAW, SAFETY, & HAZARDOUS MATERIALS Convergint will comply with all laws and regulations applicable to its provision of the Work. Customer will comply with all applicable laws and agreements applicable to its use and operation of the Work. Convergint shall comply with all safety related laws and regulations and with the safety program of the Customer, provided such program is supplied to Convergint prior to beginning Work. If Convergint discovers or suspects the presence of hazardous materials, or unsafe working conditions at Customer's facility where the Work is to be performed, Convergint is entitled to stop the Work at that facility if such hazardous materials, or unsafe working conditions were not provided by or caused by Convergint. Convergint in its sole discretion shall determine when it is "safe" to return to perform the Work at Customer's facility. Convergint shall have no responsibility for the discovery, presence, handling, removing or disposal of or exposure of persons to hazardous materials in any form at the Customer's facility. To the fullest extent allowed by law, Customer shall indemnify and hold harmless Convergint from and against claims, damages, losses and expenses, including but not limited to, reasonable attorney's fees, arising out of or resulting from undisclosed hazardous materials, or unsafe working conditions at Customer's facility. SECTION 11. PERSONAL DATA This Agreement does not authorize Convergint to access, collect, store or process any biometric information although the equipment or products included in the Work (including embedded software) installed by Convergint are capable of collecting biometric information. Customer agrees and will comply with any and all applicable local, state or federal laws, ordinances, rules or regulations (collectively, "Laws") with respect to collecting biometric information using the equipment or products provided under this Agreement. Notwithstanding the foregoing, to the extent Customer uses the Work to collect biometric information or provides Convergint with access to biometric information, Customer acknowledges that Laws may limit Customer's rights and impose obligations with respect to use of software capable of collecting biometric information, including any hardware or other software and services associated with the biometric information, and agrees that Customer is solely responsible to ensure its own compliance with such Laws. To the fullest extent allowed by law, Customer will defend, indemnify and hold Convergint harmless from and against any and all claims, suits, actions, legal proceedings, liabilities, damages, fines, fees, penalties, costs and expenses arising out of or relating to Customer's use or collection of biometric information. SECTION 12. PRICE ADJUSTMENT Convergint may automatically adjust the price, with five (5) days prior written notice, if based on: (a) changes by its vendors to the cost of equipment and/or products to be delivered and/or labor costs related to personnel responsible for performing the Work, (b) macroeconomic conditions, such as taxes, tariffs or duties, natural disasters, labor shortages/strikes, etc., (c) applicable market trends, or (d) other events not within Convergint's control that impact the cost of performing the Work. The variation in the cost of the equipment, products and/or labor shall be consistent with applicable market indexes, where available, third -party sources or other evidence. Convergint reserves the right to add periodic surcharges to this order, including without limitation, adjustments for the then current price of fuel, such surcharges to be specified and invoiced by Convergint. SECTION 13. DISPUTES In the event of any dispute between Convergint and Customer, Convergint and Customer shall first attempt to resolve the dispute in the field, but if that is not successful, then in a meeting between authorized officers of each company. If settlement attempts are not successful, unless the dispute requires injunctive relief, then the dispute shall be decided exclusively by arbitration. Such arbitration shall be conducted in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect by a single arbitrator and shall be a final binding resolution of the issues presented between the parties. The prevailing party shall be entitled to recover its reasonable attomeys' fees and costs. Any award by the arbitrator may be entered as a judgment in any court having jurisdiction. SECTION 14. MISCELLANEOUS This Agreement shall be governed and construed in accordance with the laws of the state/province in which the Work is being performed. Neither party to this Agreement shall assign this Agreement without the prior written consent of the other party hereto. Notwithstanding the foregoing, Convergint may assign this Agreement without notice or consent (i) to any of its parents, subsidiaries or affiliated companies or any entity majority owned by Convergint; or (ii) in connection with a merger, acquisition, reorganization, sale of all of the equity interests of Convergint, or a sale of all or substantially all of the assets of Convergint to which this Agreement relates. Notices shall be in writing and addressed to the other party, in accordance with the names and addresses of the parties as shown above: All notices shall be effective upon receipt by the party to whom the notice was sent. In no event will Convergint be obligated to comply with any project labor agreements or other collective bargaining agreements A waiver of the terms hereunder by one party to the other party shall not be effective unless in writing and signed by a person with authority to commit the Customer and Convergint. No waiver by Customer or Convergint shall operate as a continuous waiver, unless the written waiver specifically states that it is a continuous waiver of the terms stated in that waiver. The Sections regarding invoicing, warranty, indemnity, and disputes shall survive the termination of this Agreement. By signing this Agreement, the Customer acknowledges that it reviewed the Important Product Safety and Service Information at https://www.converciint,com/terms/ V3.0 04/25/2023 Page 1 of 1 Convergint Technologies K24-192 1707 E Sprague Ave, Spokane Valley,Washington 99206 Phone Mobile 509-867-8619 justin.magee@convergint.com May 16, 2024 Grant County Grant County Courthouse 35 C St NW Ephrata, Washington 98823 Attention: Kevin Schmidt Reference: WA -S -Grant County Additional Doors Update May 2024 Quotation: JM46689547P RFP#: License/Cert On behalf of Convergint's global network of colleagues, I would like to personally thank you for providing Convergint 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 future. Convergint's reputation for service excellence is backed by a foundational commitment to our core value of service, and we have been recognized as the #1 Systems Integrator by SDM - Magazine. This recognition reflects the strong relationships Convergint has developed with the industry's top technology manufacturers, and our history of success with providing exceptional service to our customers. Our guiding principle has always been to be our customers' best service provider. Our dedicated and certified team of professionals strives to uphold our customer -focused ' service -based mission to make a daily difference for our customers. After achieving a successful on-time and on -budget project installation, Convergint will provide you with the industry's best ongoing service, including our 24/7 customer portal iCare, designed to track service work orders, project progress, and provide you with detailed metric reporting for continuous improvement. The following security proposal is specifically designed to meet your needs. Asyour single point of contact, please feel free to contact me with any additional questions you may have. Thank you again for trusting Convergint as your partner. convergInt Scope of Work • Provide labor and equipment to add thirteen (13) additional access control door packages at Grant County Facilities including the Moses Lake District Court, Annex Building in Ephrata and the Old Courthouse in Ephrata. The door packages will include new electronic locking hardware on all doors unless noted below, HID multiclass mobile ready card reader, door contact, and request to exit (REX). Convergint will supply seven (7) additional LNL-1320-S3 dual reader modules for installation in existing access control enclosures. Assumptions are being made that there is sufficient space and power in the existing access control enclosures for the new doors. The new readers will be integrated to the existing Grant County Lenel ADV system software, System ID# 149535. All electrical work and electrical installation materials to be provided by others. Electrical installation to be provided by Grant County, including rough -in to each device location and installation of electronic locking hardware. Door locations — Per drawings below Old Courthouse —1St Floor • Door into District Court — Reuse existing electric strike Old Courthouse — 2nd Floor • Courtroom 202 Door to Judges Chamber Old Courthouse — 3rd Floor • Courtroom 301 Door to 301A • Courtroom 301 Door to 304 2nd Floor Annex • Room 207, Right Entrance from Hallway by BOCC • Courtroom 209 Door to Judges Chamber from Bench 3rd Floor Annex • Conference Room 302 • Conference Room 303 • Breakroom 304 • Conference Room 302 to PAO 301 C a convergInt a-manum, Omni 0oumty Courthouse Complex wanling, G St. Wi, Ephro-tij, VIA Tho uau-.-IO wMifflufta 40.00b a oft f1ft &a*111W Wdf.v In Antm; zmd No r of uliolm. c4WW mom"llon to roldWE Dog lV2910 - w" - ---------- - =jo-.(jMa4f* Gran! 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Qty Part Description Unit Price Extended Price Lake District Court fI 2 2.00 LNL-1320- Dual Reader Interface Module (Series 3 i Supports OSDP Readers) 12/24 VDC, 2 Reader $ 795.18 $ 1,590.36 S3 interface, W/M, 8 inputs, 6 (5A Y form C relays , 3 3.00 _ 12/24D- 630 RoHS, CE, C -Tick and UL294 certified 5200C -12/24D-630 SB:5200,FP501 & F P501 A, 630 FIN 10590403 $ 158.07 $ 474.21 4 3.00 920PMPN RDR, RP40 MULTICLASS SE E, LFSTD HF $ 339.77 $ 11019.31 EKMA007 STD/SIO/SEOS/MA 3.00 180- 80- 3/4 DOOR CONTACT W/ 9 LEADSGRAY is 7.87E �5 $ 23.61 1 6 3.00 DS160 REQUEST TO EXIT PIRLIGHT GREY ----- ------- ' $ 84.54 $ 253.62 7 3.00 6644 RESISTOR 2 X 1 K 1/8 WATTWITH 4 LEAD (2 $ 4.17 $ 12.51 —J-1 ----------m BLUE, 2 BLACK ..w i - - _----------------------- convergInt Line Qt I Part ' Description Extended Qty Description Unit Price i Price 8 Annex 2nd Floor Dual Reader Interface Module (Series 3 9 1.00 11 Dual Supports OSDP Readers) 12/24 VDC, 2 Reader S3 interface, W/M, 8 inputs, 6 (5A) form C relays , $ 795.18 $ 795.18 ,_ RoHS, CE, C-Tick. and UL294 certified 10 2.00 4500C- 450OC-12/24-630 US32D,FIRE _ _ 12/24-630 RATED FSE MORT&CYL 10530600 $ 506.58 $ 11013.16 � 11 � 2.00 � DS160 I REQUEST TO EXIT PIRLIGHT GREY � �.M.. $ 84.54 _ _ M , .M..-.,.... 1 $ � � � 169.08 i 12 2.00 180 3/4 DOOR CONTACT W/ 9 LEADSGRAY 12WG-G $ 7.87 $ 15.74. 920PMPN C RDR, RP40 MULTICLASS SE E, LFSTD HF 13 2.00 $ 339.77 EKMA007 STD/SIO/S EOS/MA $ 679.54 14 2.00 .�.w.. RESISTOR 2 X 1 K 1/8 WATTWITH 4 LEAD 6644 BLUE, 2 BLACK $ 4.17 $ 8.34 15 Annex 3rd Floor Dual Reader Interface Module (Series 3 16 2.00 LNL-1320- Supports OSDP Readers) 12/24 VDC, 2 Reader S3 interface, W/M, 8 inputs, 6 (5A) form C relays , $ 795.18 $ 1,590.36 �� RoHS, CE, C-Tick and UL294 certified 17 4.00 4500C- 450OC-12/24_630 US32D,FIRE ----......_..�.....M.,�._..........�.......�,..,.�.�............_ �.�.....�........m...�..m..�,...........,.�....�.,,�.._.___....,,,,,�.......�.,.._,.....M.. .......�._ 12/24-6630 RATED, FSE, MORT&CYL 10530600 $ 506.58 $ 2,026.32 � 18 4.00 DS 160 REQUEST RE T � � ����� Q� O EXIT PIRLIGHT GREY $ 84.54 $ 338.16 19 4.00 180 13/4 DOOR CONTACT W/ 9 LEADSGRAY $ 7.87 12WG G_ $ 31.48 20 4. 920PMPN RDR, RP40 MULTICLASS SE E, LFSTD HF-------- 00 EKMA007 STD/SIO/SEOS/MA $ 339.77 $ 1,359.08 21 4.00 6644 RESISTOR 2 X 1 K 1/8 WATTWITH 4 LEAD (2 µ �M BLUE, 2 BLACK) $ 4.17 $ 16.68 22 1st Floor Old Courthouse i Dual Reader Interface Module (Series 3 µ � - 23 1.00 LNL-1320- Supports OSDP Readers) 12/24 VDC, 2 Reader S3 interface, W/M, 8 inputs, 6 (5A) form C relays , $ 795.18 $ 795.18 RoHS, CE, C-Tick and UL294 certified r24 1.00 DS1 00 REQUEST TO EXIT PIRLIGHT G M .�.� ..� �mm GREY µ � $ - 84.54 $ µ84.54 25 1.00 180- � DOOR CONTACT13/4 W/ 9 LEADSGRAY $ 7.87 $ 787 920PMPN - RDR, RP40 -- MULTICLASS SE E, LFSTD HF 26 1.00 EKMA007 ISTD/SIO/SEOS/MA $ 339.77 $ 339.77 27 1.00 6644 RESISTOR 2 X 1 K 1/8. WATTWITH 4 LEAD (2 $ 4.17 � $ 4.17 BLUE, 2 BLACKS 28 2nd Floor Old Courthouse � 4500C- �' 4500C-12/24-630 US32D,FIRE �M------------ 29 1.00 12/24-630 RATED, FSE, MO_R0600 _T&CYL 1053 $ 506.58 $ 506.58 .�..........�.�.... .......�...�.. ...�.. _4_ __.....�.,..._.�.....µ..,,. 30 1.00 DS160 j REQUEST TO EXIT PIRLIGHT GREY �' i� _.� M � M _ _$ 84.54 ; $ 84.54 180- -- i.�.M..�.�..�....�..j....M..�.�..� 31 1.00 13/4 DOOR 12WG-G CONTACT W/ 9 LEADSGRAY , $ 7.87 $ 7.87 EKMA007 STD/SIO/SEOS/MA 9.77 $ 920PMPN RDR, RP40 MULTICLASS SE E, LFSTD HF I 32 1.00 � $ 33� 339.77 ,1 . Line �.�.�..._.�......._..w._......�..�.._...�.. Qty Part Extended Description Unit Price _ Price RESISTOR 2 X 1 K 1/8 WATTWITH 4 LEAD 33 1.00 6644 (2 BLUE, 2 B LAC K) $ 4.17 $ 4.17 34 3rd Floor Old Courthouse �. ���� Dual Reader Interface Module (Series 3 35 1.00 LNL-1320- Supports OSDP Readers) 12/24 VDC, 2 Reader S3 interface, W/M, 8 inputs, 6 (5A) form C relays , $ 795.18 $ 795.18 RoHS, CE, C -Tick and UL294 certified____��_ 36 2.00 4500C- 4500C-12/24-630 US32D,FIRE $ 506.58 $ 1,013.16 12/24-630 RATED,FSE,MORT&CYL 10530600 37 2.00 DS160 �..�.,..� REQUEST TO EXIT PIRLIGHT GREY ��$ ...�...._.�..�.�..._.�....... 84.54 $ � 169.08 38 39 2.00 2.00 180- 121IVG-G 920PMPN - E KMA007 .� ..... ' 3/4 DOOR CONTACT W/ 9 LEADSGRAY RDR, RP40 MULTICLASS SE E, LFSTD HF � STD/SIO/S EOS/MA ..�..........�.............�.. $ $ 7.87 339.77 $ $ 15.74 679.54 40 2.00 6644 RESISTOR 2 X 1 K 1/8 WATTWITH 4 LEAD (2 .� BLUE, 2 BLACK $ 4.17 $ 8.34 , Equipment Total Total Labor Other Costs Freig htMarranty Tax if applicable Total Project Price F$- 16,272124--- 6,272.24$ $ 207824.56 $ 397.82 $ 1,494.38 $ 381989.00 Clarifications and Exclusion 1 Convergint will invoice upon acceptance of this proposal 25% of the sell price for contract execution, project setup and management. 2. Material will be billed 50% upon material release and the remainder upon delivery. 3. All work proposed herein, shall be performed during normal business hours Monday through Friday 8:00 am - 5:00 pm. 4. Low voltage wiring shall be installed via open air code approved methods. 5. Provision or installation of conduit, wire, boxes, fittings or other electrical installation materials is excluded. 6. Electrical permits or associated fees are not included. 7. Rough -in to each device is required and to be provided by others. 8. Convergint is assuming that there are reader licenses available based on a recent reader count. Readers licenses are excluded from this proposal. 9. If there is not sufficient space and/or power for the new doors in the existing enclosures, a change order will be needed to add additional enclosures. 10. Delays caused by others outside of Convergint's control may incur additional costs. 11. Troubleshooting of any existing wiring is excluded. 12. Tier 1 Engineering to include general floorplan and typical riser diagram is included. If additional engineering is required, additional costs will be incurred. 13. Customer to provide static IP addresses and network connections at panel locations. 14. Customer to provide a secured staging & storage area for project related materials. 15. Proposal does not include sales tax unless otherwise noted. 16. 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. 17. Convergint reserves the right to negotiate mutually acceptable contract terms and conditions with customer by making mutually agreeable changes to the formal contract included in the Bid Documents. 18. Customer acknowledges that supply -chain and shipping difficulties may result in unavoidable delays in deliveries of materials despite timely placement of orders and efforts by Convergint and its suppliers to avoid such delays. Customer agrees to provide Convergint with reasonable extensions of time to the extent of any such delays and Convergint agrees to make reasonable efforts to avoid or minimize such delays. Customer further acknowledges that the above -referenced supply -chain and shipping difficulties may result in unanticipated increases to Convergint's proposal pricing on products covered by this quote or any resulting agreement and that such increases may occur between the time this quote is provided, or any resulting contract is executed and the time when Convergint actually purchases the products covered by this quote or a resulting agreement. Customer agrees that it will pay any such increase in Convergint's initial pricing of obtaining the products above the proposal pricing upon which the quote or agreement was based, by change order or otherwise, and Convergint agrees that it shall make commercially reasonable efforts to minimize any such increase. REVIEW IMPORTANT PRODUCT SAFETY AND SERVICE INFORMATION PRIOR TO USING A CONVERGINT-INSTALLED SOLUTION: See the "IMPORTANT PRODUCT SAFETY AND SERVICE INFORMATION" documentation, available at convergint.com/terms. Total Project Investment: $ 38,989.00 Thank you for considering Convergint 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, f��Maq-,e& Convergint Justin Magee By signing below, I accept this proposal and agree to the Terms and Conditions contained herein Kevin Schmidt Customer Nam�printed) Authoriz)dS icnatur e CindyCater, May 16, 2024 Date Chair 2,y 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, including without limitation, goods, services, equipment and software, ("Work"). This Installation Proposal commences on the Start Date as specified in the attached scope of work and, subject to any addendums, represents the entire agreement between Convergint and Customer (the "Agreement'). In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force. Convergint agrees in accordance with the mutually agreed project schedule: a. To submit shop drawings, product data, samples and similar submittals if required in performing the Work; b. To pay for all labor, materials, equipment, tools, supervision, programming, testing, startup and documentation required to perform the Work in accordance with the Agreement; c. Secure and pay for permits and governmental fees, licenses, and inspections necessary for proper execution and completion of the Work, unless local regulations provide otherwise; and d. Hire subcontractors and order material to perform part of the Work, if necessary, while remaining responsible for the completion of theWork. Customer agrees in accordance with the mutually agreed project schedule, and at no cost to Convergint: a. To promptly approve submittals provided by Convergint; b. To provide access to all areas of the facility which are necessary to complete the Work; c. To supply suitable electrical service as required by Convergint;and d. That in the event of any emergency or systems failure, reasonable safety precautions will be taken by Customer to protect life and property during the period from when Convergint is first notified of the emergency or failure and until such time that Convergint notifies the Customer that the systems are operational or that the emergency has cleared. No monitoring services or software capable of obtaining what may be characterized as biometric information are included in the Work. Any such services shall be governed by a separate agreement. Title to the Work, including any materials comprising the Work, shall pass to Customer as the Work is completed and the materials are incorporated into the Work at Customer's site subject to any license agreements. If materials are earlier stored on Customer's site pursuant to agreement between Customer and Convergint, title with respect to such materials shall pass to Customer upon delivery to Customer site. SECTION 2. PRICING Pricing and amounts proposed shall remain valid for 30 days unless otherwise specified. Price includes only the material listed based on Convergint's interpretation of plans and specifications unless noted otherwise. Additional equipment, unless negotiated prior to order placement, will be billed accordingly. Sales taxes, (and in Canada GST/PST) and any other taxes assessed on Customer shall be added to the price upon invoice toCustomer. SECTION 3. INVOICE REMITTANCE AND PAYMENT Customer agrees to pay Convergint fifty (50%) percent of the total price as a mobilization fee at the time of executing this Agreement. If the Worts is performed over more than one month, Convergint will invoice Customer each month for the Work performed during the previous month. Customer agrees to pay the amount due to Convergint as invoiced, within thirty (30) days of the date of such invoice. If the Work is completed in less than one month, Customer. agrees to pay Convergint in full after the Work has been completed within thirty (30) days of the date of invoice. Invoices shall not be subject to a project retention percentage and payment to Convergint shall not be conditioned on payment by an upstream party. If Customer is overdue in any payment, Convergint shall be entitled to suspend the Work until paid, and charge Customer an interest rate 1 and 1/2% percent per month, (or the maximum rate permitted by law, whichever is less), and may avail itself of any other legal or equitable remedy. Customer shall reimburse Convergint costs incurred in collecting any amounts that become overdue, including attorney fees, court costs and any other reasonable expenditure. SECTION 4. WARRANTY For the period of one (1) year, commencing at the earlier of substantial completion of the Work or first beneficial use, ("Warranty Period"), the: a. Work performed under this Agreement will be ofgood quality; b. Equipment will be new unless otherwise required or permitted by this Agreement; C. Work will be free from defects not inherent in the quality required or permitted; and d. Work will conform to the requirements ofthis Agreement. This warranty excludes remedyfor damage or defect caused by abuse, theft, neglect, modifications not executed by Convergint, improper or insufficient maintenance, improper use or operation; fire, explosion, water exposure, corrosion, rust, adverse environmental conditions or resulting from accidents, or any other Acts of God; fluctuations in the building power supply, failure to provide a power supply, or operating an environment that does not conform to the manufacturer's specifications; repair, service, adjustment, tampering or modification of the equipment by anyone other than Convergint service personnel; negligence or acts or omissions of Customer or any third party (excluding a Convergint service personnel); or normal wear and tear under normal usage. The Customer's sole and exclusive remedy for any breach of this warranty is that Convergint shall remove, replace and/or repair at its own discretion and expense any defective or improper Work discovered within the Warranty Period, provided Convergint is notified in writing of any defect within the Warranty Period. Any software, equipment or products included in the Work and installed by Convergint shall only carry such warranty as is provided by the manufacturer thereof, which Convergint hereby assigns to Customer without recourse to Convergint or which is exclusively granted to customer in the software documentation. Upon request of Customer, Convergint will use commercially reasonable efforts to assist Customer in enforcing any such third -party warranties. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS SECTION 4, THE WORK IS PROVIDED BY CONVERGINT WITHOUT FURTHER WARRANTIES, REPRESENTATIONS OR GUARANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. SECTION 5. CHANGES Without invalidating this Agreement or any bond given hereunder, Customer or Convergint may request changes in the Worts. Any changes to the Agreement shall be in writing signed by both Customer and Convergint. If Customer orders any additional Work or causes any material interference with Convergint's performance of the Work, Convergint shall be entitled to an equitable adjustment in the time for performance and in the Agreement Price, including a reasonable allowance for overhead and profit. SECTION 6. FORCE MAJEURE Neither Customer nor Convergint shall be responsible or liable for or be deemed in breach of this Agreement because of any delay or failure in the performance of their respective obligations pursuant to this Agreement due to circumstances beyond their reasonable control ("Force Majeure") and without the fault or negligence of the party experiencing such delay. A Force Majeure event shall include, but not be limited to: acts of God, pandemic or epidemic, diseases, quarantines, unavoidable casualties, concealed conditions, acts of any civil or military authority; riot, insurrections, and civil disturbances; war, invasion, act of foreign enemies, hostilities (regardless of whether or not war is declared), rebellion, revolution, terrorist activities; strikes, lockouts or other labor disputes; embargoes; shortage or unavailability of labor, supplies, materials, equipment or systems; accident, fire, storm, water, flooding, negligence of others, vandalism, power failure, installation of incompatible equipment, improper operating procedures, source current fluctuations or lighting, transportation contingencies; laws, statutes, regulations, and other legal requirements, orders or judgements; acts or order of any government or agency or official thereof, other catastrophes or any other similar occurrences. If performance by either party is delayed due to Force Majeure, the time for performance shall be extended for a period of time reasonably necessary to overcome the effect of the delay. Any services required by Convergint due to reasons set forth in this Force Majeure Section shall be charged to Customer in addition to any amounts due under this Agreement. SECTION 7. INSURANCE Version 3.0 April 2023 Convergint shall maintain the following insurance coverages during the term of this Agreement and upon request, shall provide certificates of insurance to the Customer: Worker's Compensation Statutory Limits Employer's Liability $1,000,000 per occurrence/aggregate Commercial General Liability $1,000,000 peroccurrence $2,000,000 general aggregate Automobile Liability $1,000,000 per occurrence/aggregate Excess/Umbrella Liability $5,000,000 peroccurrence/aggregate Convergint's insurance is limited to the coverages listed above and Convergint will not provide Builder's Risk Insurance. Commercial General Liability policy shall name the Customer as "additional insured" on a primary/noncontributory basis with respect to liability arising out of work performed by Convergint, as applicable, but only to the extent of liabilities falling within the indemnity obligations of Convergint pursuant to the terms of this Agreement. Convergint shall provide to the Customer no less than thirty (30) days' notice prior to the termination or cancellation of any such insurance policy. SECTION 8. INDEMNIFICATION To the fullest extent allowed by law, Convergint shall indemnify and hold Customer harmless from and against claims, damages, losses, and expenses (excluding loss of use) attributable to bodily injury, sickness, disease or death, or to destruction of tangible property, but only to the extent caused by the negligent acts or omissions of Convergint or Convergint's employees or subcontractors while on Customer's site. It is understood and agreed by the parties that Convergint is or may be providing intrusion products which are designed to provide notification of certain events but are not intended to be guarantees or insurers against any acts for which they are supposed to monitor or inform. Convergint's indemnification obligation pursuant to Section 8 herein, does not apply to the extent the loss indemnified against is caused by any intrusion product or software provided by but not manufactured by Convergint. Convergint shall have no liability to Customer for any losses to the extent such losses are caused by the intrusion product or software. Customer shall indemnify, defend, and hold harmless Convergint, from and against all claims, lawsuits, damages, losses and expenses by persons not a party to this Agreement, but only to the extent caused by such intrusion product or software provided by but not manufactured by Convergint. SECTION 9. LIMITATION OF LIABILITY TO THE FULLEST EXTENT ALLOWED BY LAW: (A) IN NO EVENT SHALL EITHER CONVERGINT OR CUSTOMER BE LIABLE TO THE OTHER PARTY HERETO FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, LIQUIDATED OR CONSEQUENTIAL DAMAGES, INCLUDING COMMERCIAL LOSS, LOSS OF USE OR LOST PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) IN NO EVENT WILL CONVERGINT BE LIABLE TO CUSTOMER FOR ANY AMOUNTS IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER TO CONVERGINT UNDER THIS AGREEMENT. THE LIMITATION SET FORTH IN THIS SECTION SHALL APPLY WHETHER THE CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL THEORY: SECTION 10. COMPLIANCE WITH LAW, SAFETY, & HAZARDOUS MATERIALS Convergint will comply with all laws and regulations applicable to its provision of the Work. Customer will comply with all applicable laws and agreements applicable to its use and operation of the Work. Convergint shall comply with all safety related laws and regulations and with the safety program of the Customer, provided such program is supplied to Convergint prior to beginning Work. If Convergint discovers or suspects the presence of hazardous materials, or unsafe working conditions at Customer's facility where the Work is to be performed, Convergint is entitled to stop the Work at that facility if such hazardous materials, or unsafe working conditions were not provided by or caused by Convergint. Convergint in its sole discretion shall determine when it is "safe" to return to perform the Work at Customer's facility. Convergint shall have no responsibility for the discovery, presence, handling, removing or disposal of or exposure of persons to hazardous materials in any form at the Customer's facility. To the fullest extent allowed by law, Customer shall indemnify and hold harmless Convergint from and against claims, damages, losses and expenses, including but not limited to, reasonable attorney's fees, arising out of or resulting from undisclosed hazardous materials, or unsafe working conditions at Customer's facility. SECTION 11. PERSONAL DATA This Agreement does not authorize Convergint to access, collect, store or process any biometric information although the equipment or products included in the Work (including embedded software) installed by Convergint are capable of collecting biometric information. Customer agrees and will comply with any and all applicable local, state or federal laws, ordinances, rules or regulations (collectively, "Laws") with respect to collecting biometric information using the equipment or products provided under this Agreement. Notwithstanding the foregoing, to the extent Customer uses the Work to collect biometric information or provides Convergint with access to biometric information, Customer acknowledges that Laws may limit Customer's rights and impose obligations with respect to use of software capable of collecting biometric information, including any hardware or other software and services associated with the biometric information, and agrees that Customer is solely responsible to ensure its own compliance with such Laws. To the fullest extent allowed by law, Customer will defend, indemnify and hold Convergint harmless from and against any and all claims, suits, actions, legal proceedings, liabilities, damages, fines, fees, penalties, costs and expenses arising out of or relating to Customer's use or collection of biometric information. SECTION 12. PRICE ADJUSTMENT Convergint may automatically adjust the price, with five (5) days prior written notice, if based on: (a) changes by its vendors to the cost of equipment and/or products to be delivered and/or labor costs related to personnel responsible for performing the Work, (b) macroeconomic conditions, such as taxes, tariffs or duties, natural disasters, labor shortages/strikes, etc., (c) applicable market trends, or (d) other events not within Convergint's control that impact the cost of performing the Work. The variation in the cost of the equipment, products and/or labor shall be consistent with applicable market indexes, where available, third -party sources or other evidence. Convergint reserves the right to add periodic surcharges to this order, including without limitation, adjustments for the then current price of fuel, such surcharges to be specified and invoiced by Convergint. SECTION 13. DISPUTES In the event of any dispute between Convergint and Customer, Convergint and Customer shall first attempt to resolve the dispute in the field, but if that is not successful, then in a meeting between authorized officers of each company. If settlement attempts are not successful, unless the dispute requires injunctive relief, then the dispute shall be decided exclusively by arbitration. Such arbitration shall be conducted in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect by a single arbitrator and shall be a final binding resolution of the issues presented between the parties. The prevailing party shall be entitled to recover its reasonable attomeys' fees and costs. Any award by the arbitrator may be entered as a judgment in any court having jurisdiction. SECTION 14. MISCELLANEOUS This Agreement shall be governed and construed in accordance with the laws of the state/province in which the Work is being performed. Neither party to this Agreement shall assign this Agreement without the prior written consent of the other party hereto. Notwithstanding the foregoing, Convergint may assign this Agreement without notice or consent (i) to any of its parents, subsidiaries or affiliated companies or any entity majority owned by Convergint; or (ii) in connection with a merger, acquisition, reorganization, sale of all of the equity interests of Convergint, or a sale of all or substantially all of the assets of Convergint to which this Agreement relates. Notices shall be in writing and addressed to the other party, in accordance with the names and addresses of the parties as shown above. All notices shall be effective upon receipt by the party to whom the notice was sent. In no event will Convergint be obligated to comply with any project labor agreements or other collective bargaining agreements A waiver of the terms hereunder by one party to the other party shall not be effective unless in writing and signed by a person with authority to commit the Customer and Convergint. No waiver by Customer or Convergint shall operate as a continuous waiver, unless the written waiver specifically states that it is a continuous waiver of the terms stated in that waiver. The Sections regarding invoicing, warranty, indemnity, and disputes shall survive the termination of this Agreement. By signing this Agreement, the Customer acknowledges that it reviewed the Important Product Safety and Service Information at https://www.converciint.com/terms/ V3.0 04/25/2023 Page 1 of 1 Convergint Technologies