HomeMy WebLinkAboutConvergint Technologies, LLC/ICS/$618,282.07/Omnia ContractCzTfshfzHsfdivlijobu22;57bn-Nbs18-3134
DocuSign Envelope ID: D44A0317-A70F-4F0F-9017-1CF02E5D29D2
Convergint Technologies, LLC
Information Systems Department - 2023
Appropriation #1115 0 44-632.01 Capital Lease Fund; P.O. #108512
Contract Not To Exceed $618,282.07
6. DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of
all chemicals, materials, substances and items used in or during the provision of the Goods and Services
provided hereunder, including the quantity, quality and concentration thereof and any other information relating
thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to
City sufficient written warning and notice (including appropriate labels on containers and packing) of any
hazardous material utilized in or that is a part of the Goods and Services.
7. LIENS:
Provided City has paid Vendor for all amounts due under this Agreement, Vendor shall not cause or permit the
filing of any lien on any of City’s property. In the event any such lien is filed and Vendor fails to remove such
lien within ten (10) days after the filing thereof, by payment or bonding, City shall have the right to pay such
lien or obtain such bond, all at Vendor’s sole cost and expense.
8. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Vendor’s warranties; (b) fails to provide the Goods and Services as specified herein; (c)
fails to make progress so as to endanger timely and proper provision of the Goods and Services and does not
correct, or take substantial steps to start correcting, such failure or breach within five (5) business days (or
such shorter period of time as is commercially reasonable under the circumstances) after receipt of notice from
City specifying such failure or breach; or (d) becomes insolvent, is placed into receivership, makes a general
assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder,
City shall have the right to (1) terminate all or any parts of this Agreement, without liability to Vendor; and (2)
exercise all other rights and remedies available to City at law and/or in equity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer
licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and
Vendor from all claims for damages under any workers’ compensation, occupational disease and/or
unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness,
disease or death of or to any of Vendor’s agents, officers, employees, contractors and subcontractors; and, for
any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The
coverage amounts shall be those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to
name City as an additional insured on all such insurance policies with respect to liability arising out of Services
performed by Vendor, but only to the extent of liabilities falling within the indemnity obligations of Vendor,
pursuant to the terms of this Agreement, shall promptly provide City, upon request, with copies of insurance
certificates evidencing such policies, and shall provide that such insurance policies shall not be canceled
without thirty (30) days prior notice to City. Vendor further agrees to indemnify, defend and hold harmless City
and its officers, officials, agents and employees from all claims and suits of whatever type, including, but not
limited to, all court costs, reasonable attorney fees, and other expenses, to the extent caused by any negligent
act or omission of Vendor and/or of any of Vendor’s agents, officers, employees, contractors or subcontractors
in the performance of this Agreement. These indemnification obligations shall survive the termination of this
Agreement.
S:\\Contracts\\Departments\\IT - Information Systems\\2023\\Converginet Technologies, LLC Goods and Services.docx:2/27/2023 11:51 AM\]
2
DocuSign Envelope ID: D44A0317-A70F-4F0F-9017-1CF02E5D29D2
Convergint Technologies, LLC
Information Systems Department - 2023
Appropriation #1115 0 44-632.01 Capital Lease Fund; P.O. #108512
Contract Not To Exceed $618,282.07
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
which may be applicable to Vendor’s performance of its obligations under this Agreement, and all relevant
provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless
City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules,
regulations and codes. This indemnification obligation shall survive the termination of this Agreement.
11. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting
discrimination against any employee, applicant for employment or other person in the provision of any Goods
and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of
employment and any other matter related to their employment or subcontracting, because of race, religion,
color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status.
12. E-VERIFY:
Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated
herein by this reference (the “Indiana E-Verify Law”), Vendor is required to enroll in and verify the work eligibility
status of its newly-hired employees using the E-Verify program, and to execute the Affidavit attached herein
as Exhibit D, affirming that it is enrolled and participating in the E-Verify program and does not knowingly
employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with documentation
indicating that it has enrolled and is participating in the E-Verify program. Should Vendor subcontract
for the performance of any work under and pursuant to this Agreement, it shall fully comply with the Indiana E-
Verify Law as regards each such subcontractor. Should the Vendor or any subcontractor violate the Indiana
E-Verify law, the City may require a cure of such violation and thereafter, if no timely cure is performed,
terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E-
Verify Law. The requirements of this paragraph shall not apply should the E-Verify program cease to exist.
13. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement shall not affect
the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of
a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any
other provision hereof.
14. NON-ASSIGNMENT:
Vendor shall not assign this Agreement, and shall not delegate its obligations under this Agreement without
City’s prior written consent. Notwithstanding the foregoing, Vendor may assign this Agreement without notice
or consent (i) to any of its parents, subsidiaries or affiliated companies or any entity majority owned by Vendor,
or (ii) in connection with a merger, acquisition, reorganization, sale of all of the equity interests of Vendor, or a
sale of all or substantially all of the assets of Vendor to which this Agreement relates.
15. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any
of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price
set forth herein shall be the full and maximum compensation and monies required of City to be paid to Vendor
under or pursuant to this Agreement.
S:\\Contracts\\Departments\\IT - Information Systems\\2023\\Converginet Technologies, LLC Goods and Services.docx:2/27/2023 11:51 AM\]
3
DocuSign Envelope ID: D44A0317-A70F-4F0F-9017-1CF02E5D29D2
Convergint Technologies, LLC
Information Systems Department - 2023
Appropriation #1115 0 44-632.01 Capital Lease Fund; P.O. #108512
Contract Not To Exceed $618,282.07
16. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except
for its conflict of laws provisions. The parties agree that, in the event a dispute hereunder, parties 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 party. If settlement attempts are not successful, unless the dispute required injunctive relief,
then the dispute shall be decided exclusively by arbitration. Such arbitration shall be conducted in accordance
with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect by a
single arbitrator and shall be a final binding resolution of the issues presented between the parties. The
prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs. Any aware by the arbitrator
may be entered as a judgment in any court having jurisdiction. All arbitrations will be held in Hamilton County,
Indiana only.
17. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive
order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to
comply with same, and the remaining provisions of this Agreement shall remain in full force and effect.
18. NOTICE:
Any notice provided for in this Agreement will be sufficient if itis in writing and is delivered by postage prepaid
U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein:
If to City: City of Carmel AND City of Carmel
Information Systems Department Office of Corporation Counsel
st311 Ave NW One Civic Square
Carmel, Indiana 46032 Carmel, Indiana 46032
If to Vendor: Convergint Technologies, LLC
One Commerce Drive
Schaumburg, Illinois 60173
Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given
orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from the
date of such oral notice.
19. TERMINATION:
19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to Vendor,
immediately terminate this Agreement for cause, in the event of a default hereunder by Vendor and/or
if sufficient funds are not appropriated or encumbered to pay for the Goods and Services to be provided
hereunder. In the event of such termination, Vendor shall be entitled to receive only payment for the
undisputed invoice amount representing conforming Goods and Services delivered as of the date of
termination, except that such payment amount shall not exceed the Estimate amount in effect at the
time of termination, unless the parties have previously agreed in writing to a greater amount.
19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the
event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice
amount of conforming Goods and Services delivered as of the date of termination and of non-
cancelable commitments made reasonably and prudently prior to receipt of notice of termination
provided that Vendor delivers to City anything deliverable pursuant to such non-cancelable
commitments and provides reasonable, supporting documentation for such expenses, except that
S:\\Contracts\\Departments\\IT - Information Systems\\2023\\Converginet Technologies, LLC Goods and Services.docx:2/27/2023 11:51 AM\]
4
DocuSign Envelope ID: D44A0317-A70F-4F0F-9017-1CF02E5D29D2
Convergint Technologies, LLC
Information Systems Department - 2023
Appropriation #1115 0 44-632.01 Capital Lease Fund; P.O. #108512
Contract Not To Exceed $618,282.07
such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless
the parties have previously agreed in writing to a greater amount.
19.3 The City may terminate this Agreement pursuant to Paragraph 19 hereof, as appropriate.
20. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement have the authority to bind the party which they represent.
21. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods
and services to City. When City desires additional goods and services from Vendor, the City shall notify Vendor
of such additional goods and services desired, as well as the time frame in which same are to be provided.
Only after City has approved Vendor’s time and cost estimate for the provision of such additional goods and
services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing, to provide
such additional goods and services, shall such goods and services be provided by Vendor to City. A copy of
the City’s authorization documents for the purchase of additional goods and services shall be numbered and
attached hereto in the order in which they are approved by City. Certain types of goods and services may be
subject to additional terms and conditions as set forth or provided subject to a separate agreement. Any and
all alarm monitoring services, which may be included in the Services, shall be solely and entirely provided
subject to the terms of a separate alarm monitoring services agreement between Vendor and City.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2023, unless
otherwise agreed by the parties hereto.
23. HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
24. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations
set forth in Agreement.
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. DEBARMENT AND SUSPENSION
26.1 The Vendor certifies by entering into this Agreement that neither it nor its principals nor any of its
subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily
excluded from entering into this Agreement by any federal agency or by any department, agency or political
subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer,
director, owner, partner, key employee or other person with primary management or supervisory
responsibilities, or a person who has a critical influence on or substantive control over the operations of the
Vendor.
S:\\Contracts\\Departments\\IT - Information Systems\\2023\\Converginet Technologies, LLC Goods and Services.docx:2/27/2023 11:51 AM\]
5
DocuSign Envelope ID: D44A0317-A70F-4F0F-9017-1CF02E5D29D2
Convergint Technologies, LLC
Information Systems Department - 2023
Appropriation #1115 0 44-632.01 Capital Lease Fund; P.O. #108512
Contract Not To Exceed $618,282.07
26.2 The Vendor certifies that it has verified the state and federal suspension and debarment status for all
subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment,
penalties or costs that might arise from use of a suspended or debarred subcontractor. The Vendor shall
immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s
request, take all steps required by the City to terminate its contractual relationship with the subcontractor for
work to be performed under this Agreement.
27. IRAN CERTIFICATION
Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this Agreement, it does not engage in
investment activities within the Country of Iran.
28. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
freely, voluntarily, and without any duress, undue influence or coercion.
29. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral
or written representations and agreements regarding same. Notwithstanding any other term or condition set
forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condition contained
in this Agreement, the term or condition contained in this Agreement shall govern and prevail. This Agreement
may only be modified by written amendment executed by both parties hereto, or their successors in interest.
S:\\Contracts\\Departments\\IT - Information Systems\\2023\\Converginet Technologies, LLC Goods and Services.docx:2/27/2023 11:51 AM\]
6
DocuSign Envelope ID: D44A0317-A70F-4F0F-9017-1CF02E5D29D2
Xjmmjbn!K/!Hboofu
WQ
1.1992243
303803134
DocuSign Envelope ID: D44A0317-A70F-4F0F-9017-1CF02E5D29D2
Not Present
3/15/2023
3/15/2023
3/15/2023
Exhibit A
9750 E150th street, Indianapolis, Indiana 46060
Phone Mobile 765-393-7443
darren.gray@convergint.com
December 19, 2022
City of CarmelQuotation:DG00511051P
City of Carmel - Information and Communication SystemsRFP#:
31 1st Avenue N.W. Carmel, Indiana 46032License/Cert
Attention: Morgan Rinehart
Reference: OMNIA Contract #R220702 - Genetec Upgrade
OMNIA Contract #R220702
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.
DocuSign Envelope ID: D44A0317-A70F-4F0F-9017-1CF02E5D29D2
Scope of Work
Provide
Materials
LineQtyPartDescriptionManufacturer
1OMNIA Contract Number R220702
GSC- 1Connection to an Intercom Station including240.00SIPELIA-Genetecfailoverandbidirectionalaudioandvideorecording1SIP
Streamvault™ 4020EX Series - 2U 26-Bay
Appliance 416TB Raw RAID 62xXeon Silver 4216
SV-4020EX-32GB RAM 2x 240GB M.2SSD 26x 16TB NLSAS 2x
311.00R26-416T-1GbE RJ45 2x 10GbE SFP+ 2x 1100W PSU Genetec
16-216Windows Server 2019 Standard 5YR NBD KYHD
Warranty - Genetec™ Security Center pre-installed.
License sold separately.
Streamvault™ 1020E Series - 1U 2-Bay Rackmount
Analytics Appliance 1x NVIDIA Quadro 2000 Series
GPU (1) Core i9-9900k 16GB 1x 256GB M.2 SSD 1xSVA-1020E- 41.001TB SATA 1x 1GbE RJ45 1x 10GbE RJ45 2x 550W GenetecR2-S2000-I9 PSU Windows 10 Embedded 5YR NBD KYHD
Warranty. Genetec Security Center pre-installed.
License sold separately.
SV-E-ACC- Streamvault™ Server (E) Upgrade - Enterprise
53.00SRV-16TB-16TB 3.5Dual Port 12G NLSAS Drive, Compatible Genetec
SASwith R4, R14, R18, R26 Chassis
ADV-CAM- Genetec™ Advantage for 1Omnicast™ Enterprise640.00GenetecE-5YCamera 5 years
Genetec™ Advantage for 1Sipelia™ Intercom740.00ADV-SIP-5YGenetecconnection - 5Years
GSC-Om-E- 8400.001 camera connectionGenetec1C
9Sourced Good
DocuSign Envelope ID: D44A0317-A70F-4F0F-9017-1CF02E5D29D2
LineQtyPartDescriptionManufacturer
Genetec Security Center Base Enterprise Package.
Synergis Enterprise: Access Manage support,
Remote Security Desk, Badge Designer. Omnicast
Enterprise: Archiving & Auxiliary Archiving support,
Media Router, Audio, Remote Security Desk,
Camera Sequences, Camera Blocking, Camera
Dewarping, Failover Cameras, Hardware Matrix
Support, Time Zone, Edge recording, trickling &
archive transfer, Keyboard & Joystick Support.
AutoVu Standard. Threat Level, Plan ManagerGSC-Base- 101.00Advanced for GIS Map servers (unlimited entities), GenetecERestrictedSecurityAreaSurveillanceStandard
package, Active Directory Integration, 1
authentication role, 1Active Directory Federation
services, Failover Directory Role, Intrusion Manager,
Sipelia Base, Import Tool, Max Occupancy,
Mustering Task, Visitor Management Module,
Sipelia Public Address, SIP Trunking. 300 channels
of KiwiVision Video Analytics for Privacy Protector,
Security Analytics and People Counter. Includes 5
client connections (Security Desk, Web or Mobile)
111.00GSC-5.11Software VersionGenetec
Site License for Genetec™ Security Desk clientGSC- 121.00connections (incl. Web Client & Mobile) (Only GenetecLOGIN-SITE available with Security Center Enterprise package).
Unified Real-Time Situational Intelligence Platform
GSC-JPS-for Law Enforcement. Real-Time Crime Center131.00GenetecCG-BASEbackbone enhancing all response and investigations.
Small agencies up to 50 sworn officers
Annual Professional Services Project Management
bulk upload, System Upgrade & Planning, Health &
PS-JPS-CG-Cybersecurity Audits; System Optimization forLaw
145.00SERVICES-Enforcement (1days); System Federation Genetec
SMALLConfiguration (5); On-Site Law Enforcement Training
1days); Continuous Genetec Learning Seats (LMS)
10).
GSC-JPS- Citigraf LE Add-on Package for CAD and AVL API151.00CG-ADD-ON-Genetecintegration (integration work not included) CAD-AVL
16Labor wasQuoted IAW OMNIA Contract R220702
618,282.07TotalProject
Price
DocuSign Envelope ID: D44A0317-A70F-4F0F-9017-1CF02E5D29D2
ClarificationsandExclusion
1.Allworkproposedherein,shallbeperformedduringnormalbusinesshoursMonday
throughFriday8:00am-5:00pm.
2.Lowvoltagewiringshallbeinstalledviaopenaircodeapprovedmethods.
3.Provisionorinstallationofconduit,wire,boxes,fittingsorotherelectricalinstallation
materialsunlessspecificallylistedunderInclusionsorBillofMaterials.
4.Permitsorassociatedfeesarenotincluded.
5.CustomertoprovidestaticIPaddressesandnetworkconnectionsatpanellocations.
6.Customertoprovideasecuredstaging&storageareaforprojectrelatedmaterials.
7.PricingassumesthatelectronicAutoCADfilesareavailablefromcustomerforour
useincreatingsubmittaldrawings.
8.Twenty-Fivepercent(25%)oftheproposedsellpriceshallbepayabletoConvergint
forprojectmobilization. Mobilizationshallbeinvoicedanddueuponcustomer
acceptanceofthisproposal.
9.Proposaldoesnotincludesalestaxunlessotherwisenoted.
10.AnythingintheContractDocumentsnotwithstanding,innoeventshalleither
ContractororSubcontractorbeliableforspecial,indirect,incidentalorconsequential
damages,includingcommercialloss,lossofuse,orlostprofits,evenifeitherparty
hasbeenadvisedofthepossibilityofsuchdamages.
11.Convergintreservestherighttonegotiatemutuallyacceptablecontracttermsand
conditionswithcustomerbymakingmutuallyagreeablechangestotheformal
contractincludedintheBidDocuments.
12.Customeracknowledgesthatsupply-chainandshippingdifficultiesmayresultin
unavoidabledelaysindeliveriesofmaterialsdespitetimelyplacementofordersand
effortsbyConvergintanditssupplierstoavoidsuchdelays.Customeragreesto
provideConvergintwithreasonableextensionsoftimetotheextentofanysuch
delaysandConvergintagreestomakereasonableeffortstoavoidorminimizesuch
delays. Customerfurtheracknowledgesthattheabove-referencedsupply-chain
andshippingdifficultiesmayresultinunanticipatedincreasesto Convergint’s
proposalpricingonproductscoveredbythisquoteoranyresultingagreementand
thatsuchincreasesmayoccurbetweenthetimethisquoteisprovided,orany
resultingcontractisexecutedandthetimewhenConvergintactuallypurchasesthe
productscoveredbythisquoteoraresultingagreement. Customeragreesthatit
willpayanysuchincreasein Convergint’sinitialpricingofobtainingtheproducts
abovetheproposalpricinguponwhichthequoteoragreementwasbased,by
changeorderorotherwise,andConvergintagreesthatitshallmakecommercially
reasonableeffortstominimizeanysuchincrease.
DocuSign Envelope ID: D44A0317-A70F-4F0F-9017-1CF02E5D29D2
PerformanceItems
ItemsIncluded
ItemsExcluded
120VACPowerandFusedDisconnectSwitch120VACPowerReceptacles
AdditionalLightingRequirementsforCamerasApplicableTaxes
AttendGeneralContractorProjectMeetingsAttendOwnerProjectMeetings
AuthorityhavingJurisdictionpermitdrawingCable
requirescustomerCAD)
CeilingTilesandCeilingGridRepairsConnectiontoBuildingFireAlarmPanel
CorrectionofWiringFaultsCausedbyOthersDoorwiringtypicalconnections
ElectricalInstallationPermitElectrifiedDoorLockingHardware
EngineeringandDrawingsEquipmentracklayoutdrawing
FAPermitandPlanReviewFeesFireStopping(ExcludesExistingPenetrations)
FireWatchFloorCoveringsforLifts
FloorplanwithdeviceplacementandnumberingFreight(prepaid)
requirescustomerCAD)
HorizontalCoreDrillingInstallationofBridleRings
InstallationofCCTVCamerasInstallationofConduit,BoxesandFittings
InstallationofControlEquipmentEnclosuresInstallationofControlPanels
InstallationofIntercomSystemsInstallationofIntrusionPanels
InstallationofLowVoltageWireInstallationofNetworkCablingtoCardReaders
InstallationofNetworkCablingtoIPCamerasInstallationofNetworkCablingtoIPIntercoms
InstallationofSpecialtyBackboxesInstallationofTerminalCabinets
InstallationofVideoRecorders(DVR/NVR)InstallationofWireandCable
InstallationofWireHangarsLifts
LoadingSoftwareonCustomerProvidedLowVoltagePermits
Computer
Material(listedintheBOM)Mounting/TerminationofProposedDevices
On-SiteLockableStorageFacilityOne-YearWarrantyonLabor
One-YearWarrantyonPartsOperations&MaintenanceManuals
OwnertoProvideDHCPLeaseReservationsforOwnertoProvideStaticIPAddresses
NetworkConnectedDevices
OwnerTrainingPanelWallElevationdrawing(mayrequire
customerCAD)
PanelwiringwithpointtopointconnectionsPatchandPaint
Payment&PerformanceBondsProjectManagement
RecordDocumentation(As-Built)Riserdrawingwithhomerunwiring
ServersbyConvergintServersbyOthers
SpecialtyBackboxesSubmittalDrawings
SystemEngineeringSystemisDesign-Build
SystemMeetsPlans/DrawingsSystemProgramming
TerminalCabinetsTerminationofControlEquipmentEnclosures
TestingofallProposedDevicesVerticalCoreDrilling
WireWorkstationsbyConvergint
WorkstationsbyOthers
DocuSign Envelope ID: D44A0317-A70F-4F0F-9017-1CF02E5D29D2
Total Project Investment:$ 618,282.07
Thank you for considering Convergint for your Security needs. If you have any questions
or would like additional information, please don'thesitate to contact me immediately. If you
would like toproceed with the scope of work as outlined in this proposal, please sign below
and return to my attention.
Sincerely,
Darren Gray
Convergint
Darren Gray
By signing below, I accept this proposal and agree to the Terms and Conditions contained
herein
Morgan RinehartDecember 19, 2022
Customer Name (Printed)Date
Authorized SignatureTitle
DocuSign Envelope ID: D44A0317-A70F-4F0F-9017-1CF02E5D29D2
Convergint Technologies Install Terms & Conditions Version 2.0 November 2022
Throughout this Installation Proposal, the term, “Convergint” refers to the Convergint Technologies affiliate Convergint shall maintain the following insurance coverages during the term of this Agreement and upon
operating in the state/province in which the Work is being performed.request, shall provide certificates of insurance to the Customer:
SECTION 1. THE WORK Worker’sCompensationStatutory Limits
This Installation Proposal takes precedence over and supersedes any and all prior proposals, correspondence, Employer’sLiability$1,000,000 per occurrence/aggregate
and oral agreements or representations relating to the work set forth in the attached scope of work, including Commercial General Liability$1,000,000 peroccurrence
without limitation, goods, services, equipment and software, (“Work”). This Installation Proposal commences on 2,000,000 general aggregate
the Start Date as specified in the attached scope of work and, subject to any addendums, represents the entire Automobile Liability$1,000,000 per occurrence/aggregateagreementbetweenConvergintandCustomer (the “Agreement”). In the event any provision of this Agreement Excess/Umbrella Liability$5,000,000 peroccurrence/aggregate
is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain infull force.
Convergint’sinsurance is limited to the coverages listed above and Convergint will not provide Builder’s Risk
Convergint agrees in accordance with the mutually agreed project schedule: Insurance. Commercial General Liability policy shall name the Customer as “additional insured” on aa.To submit shop drawings, product data, samples and similar submittals if required in performing the primary/noncontributory basis with respect to liability arising out of work performed by Convergint, as applicable,
Work; but only to the extent of liabilities falling within the indemnity obligations of Convergint pursuant to the terms of this
b.To pay for all labor, materials, equipment, tools, supervision, programming, testing, startup and Agreement. Convergint shall provide to the Customer no less than thirty (30) days’ notice prior tothe
documentation required to perform the Work inaccordance with the Agreement; termination or cancellation ofany such insurance policy.
c.Secure and pay for permits and governmental fees, licenses, and inspections necessary for proper SECTION 8. INDEMNIFICATIONexecutionandcompletionoftheWork, unless local regulations provide otherwise; and To the fullest extent allowed by law, Convergint shall indemnify and hold Customer harmless from and againstd.Hire subcontractors and order material to perform part of the Work, ifnecessary, while remaining claims, damages, losses and expenses (excluding loss of use) attributable to bodily injury, sickness, disease orresponsibleforthecompletionoftheWork. death, or to destruction of tangible property, but only to the extent caused by the negligent acts or omissions of
Customer agrees in accordance with the mutually agreed project schedule, and at no cost to Convergint: Convergint or Convergint’semployees or subcontractors while on Customer’s site.
a.To promptly approve submittals provided byConvergint; Itis understood and agreed by the parties that Convergint is or may be providing intrusion products whichb.To provide access to allareas ofthe facility which are necessary tocomplete the Work; are designed to provide notification of certain events but are not intended to be guarantees or insurersc.To supply suitable electrical service as required by Convergint; and against any acts for which they are supposed to monitor or inform. Convergint’s indemnification obligationd.That in the event of any emergency or systems failure, reasonable safety precautions will be taken by pursuant to Section 8herein, does not apply to the extent the loss indemnified against is caused by any
Customer to protect life and property during the period from when Convergint is first notified ofthe intrusion product or software provided by but not manufactured by Convergint. Convergint shall have no
emergency or failure and until such time that Convergint notifies the Customer that the systems are liability to Customer for any losses to the extent such losses are caused by the intrusion product or
operational or that the emergency has cleared. 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 extentNomonitoringservicesorsoftwarecapableofobtainingwhatmaybecharacterizedasbiometric
caused by such intrusion product or software provided by but not manufactured by Convergint. information are included in the Work. Any such services shall be governed by aseparate agreement.
SECTION 9 LIMITATION OF LIABILITYTitletotheWork, including any materials comprising the Work, shall pass to Customer as the Work is
TO THE FULLEST EXTENT ALLOWED BY LAW: (A) IN NO EVENT SHALL EITHER CONVERGINT ORcompletedandthematerialsareincorporatedintotheWorkatCustomer'ssite subject to any license
CUSTOMER BE LIABLE TO THE OTHER PARTY HERETO FOR SPECIAL, INDIRECT, INCIDENTAL ORagreements. Ifmaterials are earlier stored on Customer's site pursuant to agreement between Customer
CONSEQUENTIAL DAMAGES, INCLUDING COMMERCIAL LOSS, LOSS OF USE OR LOST PROFITS, and Convergint, title with respect to such materials shall pass to Customer upon delivery to Customer
EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THEsite.
LIMITATION SET FORTH IN THIS SECTION SHALL APPLY WHETHER THE CLAIM IS BASED ON
SECTION 2. PRICING CONTRACT, TORT OR OTHER THEORY AND (B). IN NO EVENT WILL CONVERGINT BE LIABLE TOPricingandamountsproposedshallremainvalidfor30daysunlessotherwisespecified. Price includes only the CUSTOMER FOR ANY AMOUNTS IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER TOmateriallistedbasedonConvergint’sinterpretation of plans and specifications unless noted otherwise. Additional CONVERGINT UNDER THIS AGREEMENT.
equipment, unless negotiated prior to order placement, will be billed accordingly. Sales taxes, (and in Canada
SECTION 10. COMPLIANCE WITH LAW, SAFETY, & HAZARDOUS MATERIALSGST/PST) and any other taxes assessed on Customer shall be added to the price upon invoice toCustomer.
Convergint will comply with all laws and regulations applicable toits provision of the Work. Customer will comply
SECTION 3. INVOICE REMITTANCE AND PAYMENT with all applicable laws and agreements applicable to its use and operation of the Work. Convergint shall comply
Customer agrees to pay Convergint twenty-five (25%) percent of the total price as a mobilization fee at the time with all safety related laws and regulations and with the safety program ofthe Customer, provided such programofexecutingthisAgreement. issupplied to Convergint prior to beginning Work.
If the Work is performed over more than one month, Convergint will invoice Customer each month for the Work In the event that Convergint discovers or suspects the presence of hazardous materials, or unsafe workingperformedduringthepreviousmonth. Customer agrees to pay the amount due to Convergint as invoiced, conditions at Customer’s facility where the Work is to be performed, Convergint is entitled to stop the Work atwithinthirty (30) days of the date of such invoice. If the Work is completed in less than one month, Customer that facility if such hazardous materials, or unsafe working conditions were not provided by or caused byagreestopayConvergintinfullaftertheWorkhasbeencompletedwithinthirty (30) days of the date of invoice. Convergint. Convergint in its sole discretion shall determine when it is “safe” to return to perform the Work at
Invoices shall not include or be subject to aproject retention percentage. If Customer is overdue in any payment, Customer’s facility. Convergint shall have no responsibility for the discovery, presence, handling, removing orConvergintshallbeentitledtosuspendtheWorkuntilpaid, and charge Customer an interest rate 1 and 1/2% disposal of or exposure of persons to hazardous materials in any form at the Customer’s facility. To the fullestpercentpermonth, (or the maximum rate permitted by law, whichever is less), and may avail itself of any other extent allowed by law, Customer shall indemnify and hold harmless Convergint from and against claims, legal or equitable remedy. Customer shall reimburse Convergint costs incurred in collecting any amounts that damages, losses and expenses, including but not limited to, reasonable attorney’s fees, arising out of or
become overdue, including attorney fees, court costs and any other reasonable expenditure. resulting from undisclosed hazardous materials, or unsafe working conditions at Customer’sfacility.
SECTION 4. WARRANTY SECTION 11. PERSONAL DATA
For the period of one (1) year, commencing at the earlier of substantial completion of the Work or first beneficial This Agreement does not authorize Convergint to access, collect, store or process any biometric informationuse, (“Warranty Period”), the: although the equipment or products included in the Work (including embedded software) installed by
a.Work performed under this Agreement will be ofgood quality; Convergint are capable of collecting biometric information. Customer agrees and will comply with any and
b.Equipment will be new unless otherwise required or permitted by this Agreement; all applicable local, state or federal laws, ordinances, rules or regulations (collectively, “Laws”) with respect
c.Work will be free from defects not inherent inthe quality required or permitted; and 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 ord.Work will conform to the requirements ofthis Agreement.
provides Convergint with access to biometric information, Customer acknowledges that Laws may limitTheCustomer’ssole and exclusive remedy for any breach of this warranty is that Convergint shall remove,
Customer’s rights and impose obligations with respect to use of software capable of collecting biometricreplaceand/or repair at its own discretion and expense any defective or improper Work discovered within the
information, including any hardware or other software and services associated with the biometricWarrantyPeriod, provided Convergint is notified in writing of any defect within the Warranty Period.
information, and agrees that Customer is solely responsible to ensure its own compliance with such Laws. Any software, equipment or products included in the Work and installed by Convergint shall only carry such To the fullest extent allowed by law, Customer will defend, indemnify and hold Convergint harmless fromwarrantyasisprovidedbythemanufacturerthereof, which Convergint hereby assigns to Customer without and against any and all claims, suits, actions, legal proceedings, liabilities, damages, fines, fees, penalties, recourse to Convergint or which is exclusively granted to customer in the software documentation. Upon request costs and expenses arising out of or relating to Customer’suse or collection of biometric information. of Customer, Convergint will use commercially reasonable efforts to assist Customer in enforcing any such
SECTION 12. PRICE ADJUSTMENTthird-party warranties. This warranty excludes remedy for damage or defect caused by abuse, theft, neglect,
Convergint may automatically adjust the price, with five (5) days prior written notice, if based on: (a) modifications not executed by Convergint, improper or insufficient maintenance, improper use or operation; fire,
changes by its vendors to the cost of equipment and/or products to be delivered and/or labor costs relatedexplosion, water exposure, corrosion, rust, adverse environmental conditions or resulting from accidents, or any
to personnel responsible for performing the Work, (b) macroeconomic conditions, such as taxes, tariffs orotherActsofGod; fluctuations in the building power supply, failure to provide a power supply, or operating an
duties, natural disasters, labor shortages/strikes, etc., (c) applicable market trends, or (d) other events notenvironmentthatdoesnotconformtothemanufacturer’sspecifications; repair, service, adjustment, tampering or
within Convergint’scontrol that impact the cost of performing the Work. The variation in the cost of themodificationoftheequipmentbyanyoneotherthanConvergintservicepersonnel; negligence or acts or omissions
equipment, products and/or labor shall be consistent with applicable market indexes, where available, of Customer or any third party (excluding aConvergint service personnel); or normal wear and tear under normal
third-party sources or other evidence. Convergint reserves the right to add periodic surcharges to thisusage. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS SECTION 4, NO FURTHER
order, including without limitation, adjustments for the then current price of fuel, such surcharges to beWARRANTIESORGUARANTIES, EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO ANY GOODS
specified and invoiced by Convergint. OR SERVICES PROVIDED UNDER THIS AGREEMENT, AND ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. SECTION 13. DISPUTES
In the event of any dispute between Convergint and Customer, Convergint and Customer shall first attempt toSECTION5. CHANGES
resolve the dispute in the field, but if that is not successful, then in a meeting between authorized officers ofWithoutinvalidatingthisAgreementoranybondgivenhereunder, Customer or Convergint may request changes
each company. If settlement attempts are not successful, unless the dispute requires injunctive relief, then theintheWork. Any changes to the Agreement shall be in writing signed by both Customer and Convergint. If
dispute shall be decided exclusively by arbitration. Such arbitration shall be conducted in accordance with theCustomerordersanyadditionalWorkorcausesanymaterialinterferencewithConvergint’sperformance ofthe
Construction Industry Arbitration Rules of the American Arbitration Association currently in effect by a singleWork, Convergint shall be entitled to an equitable adjustment in the time for performance and in the Agreement
arbitrator and shall be a final binding resolution of the issues presented between the parties. The prevailingPrice, including a reasonable allowance for overhead andprofit.
party shall be entitled to recover its reasonable attorneys’ fees and costs. Any award by the arbitrator may beSECTION6. FORCE MAJEURE entered as a judgment in any court having jurisdiction. Neither Customer nor Convergint shall be responsible or liable for or be deemed in breach of this Agreement
SECTION 14. MISCELLANEOUSbecauseofanydelayorfailureintheperformanceoftheirrespectiveobligationspursuanttothisAgreement
This Agreement shall be governed and construed inaccordance with the laws of the state/province in which theduetocircumstancesbeyondtheirreasonablecontrol (“Force Majeure”) and without the fault or negligence of
Work isbeing performed. Neither party to this Agreement shall assign this Agreement without the prior writtenthepartyexperiencingsuchdelay. A Force Majeure event shall include, but not be limited to: acts of God,
consent of the other party hereto. Notwithstanding the foregoing, Convergint may assign this Agreement withoutpandemicorepidemic, diseases, quarantines, unavoidable casualties, concealed conditions, acts of any
notice or consent (i) to any of its parents, subsidiaries or affiliated companies or any entity majority owned bycivilormilitaryauthority; riot, insurrections, and civil disturbances; war, invasion, act of foreign enemies,
Convergint; or (ii) in connection with a merger, acquisition, reorganization, sale of all of the equity interests ofhostilities (regardless of whether or not war is declared), rebellion, revolution, terrorist activities; strikes,
Convergint, or asale of all or substantially all of the assets of Convergint to which this Agreement relates. 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, Notices shall be in writing and addressed to the other party, in accordance with the names and addresses of
installation of incompatible equipment, improper operating procedures, source current fluctuations or lighting, the parties as shown above. All notices shall be effective upon receipt by the party to whom the notice was
transportation contingencies; laws, statutes, regulations, and other legal requirements, orders or judgements; acts sent. In no event will Convergint be obligated to comply with any project labor agreements or other
or order of any government or agency or official thereof, other catastrophes or any other similar occurrences. If collective bargaining agreements
performance by either party is delayed due to Force Majeure, the time for performance shall be extended fora A waiver ofthe terms hereunder by one party tothe other party shall not beeffective unless inwriting and signedperiodoftimereasonablynecessarytoovercometheeffectofthedelay. Any services required by Convergint by aperson with authority to commit the Customer and Convergint. No waiver by Customer or Convergint shall
due toreasons set forth inthis Force Majeure Section shall be charged to Customer in addition toany amounts operate as a continuous waiver, unless the written waiver specifically states that itisa continuous waiver ofthedueunderthisAgreement. terms stated in that waiver. The Sections regarding invoicing, warranty, indemnity, and disputes shall survive
the termination ofthis Agreement. SECTION 7. INSURANCE
DocuSign Envelope ID: D44A0317-A70F-4F0F-9017-1CF02E5D29D2
EXHIBIT B
Invoice
Date:
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
Goods Services
Person Providing
Goods/Services
Date
Goods/
Service
Provided
Goods/Services Provided
Describe each good/service
separately and in detail)
Cost Per
Item
Hourly
Rate/
Hours
Worked
Total
GRAND TOTAL
Signature
Printed Name
DocuSign Envelope ID: D44A0317-A70F-4F0F-9017-1CF02E5D29D2
EXHIBIT C
INSURANCE COVERAGES
Worker’s Compensation & Disability Statutory Limits
Employer’s Liability:
Bodily Injury by Accident/Disease: $100,000 each employee
Bodily Injury by Accident/Disease: $250,000 each accident
Bodily Injury by Accident/Disease: $500,000 policy limit
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations): $500,000
Products/Completed Operations: $500,000
Personal & Advertising Injury
Policy Limit: $500,000
Each Occurrence Limit: $250,000
Fire Damage (any one fire): $250,000
Medical Expense Limit (any one person): $ 50,000
Comprehensive Auto Liability (owned, hired and non-owned)
Bodily Single Limit: $500,000 each accident
Injury and property damage: $500,000 each accident
Policy Limit: $500,000
Umbrella Excess Liability
Each occurrence and aggregate: $500,000
Maximum deductible: $ 10,000
DocuSign Envelope ID: D44A0317-A70F-4F0F-9017-1CF02E5D29D2
DocuSign Envelope ID: D44A0317-A70F-4F0F-9017-1CF02E5D29D2
INDIANA RETAIL TAX EXEMPT
City ®f Carmel CERTIFICATE NO. 003120155 002 0
FEDERAL EXCISE TAX EXEMPT
ONE CIVIC SQUARE 35-6000972
CARMEL, INDIANA 46032-2584
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO.
2/7/2023 377026
Page 1 of 1
PURCHASE ORDER NUMBER
108512
THIS NUMBER MUST APPEAR ON INVOICES, A/P
VOUCHER, DELIVERY MEMO, PACKING SLIPS,
SHIPPING LABELS AND ANY CORRESPONDENCE
DESCRIPTION
Genetec Upgrade
CONVERGINT TECHNOLOGIES LLC ICS
VENDOR ONE COMMERCE DRIVE SHIP 31 1st Ave N.W.
TO
Carmel, IN 46032-
SCHAUMBURG, IL 60173 - Timothy Renick (317) 571-2576
PURCHASE ID BLANKET CONTRACT PAYMENTTERMS FREIGHT
73979
QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION
Department: 1115 Fund: 0 Capital Lease Fund
Account: 44-632.01
1 Each Genetec upgrade $618,282.07 $618,282.07
Sub Total $618,282.07
Send Invoice To:
ICS Quote No. DG00511051 P - OMNIA PRICING - # R220702
Timothy Renick
311stAve N.W. Carmel,
IN 46032- 317)
571-2576 PLEASE INVOICE IN DUPLICATE DEPARTMENT
ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT PAYMENT $
618,282.07 SHIPPING
INSTRUCTIONS A/
P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART
OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN SHIP
PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN C.
O.D. SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. PURCHASE
ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL THIS
J
ORDER
ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 AND
ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY Timothy
Renick James Crider TITLE
Director Director of Administration CONTROL
NO. 108512 CONTROLLER
DocuSign Envelope ID: D44A0317-A70F-4F0F-9017-1CF02E5D29D2