HomeMy WebLinkAboutConvergint Technologies, LLC/IT/$74,486.79/Camera Equipment-ASAConvergint Technologies, LLC
Infonnation Systems Department -2024
Appropriation # 1115 0 44-631. 00 Capital Lease Fund; P. 0. # 110722
Contract Not To Exceed $74,486.79
ADDITIONAL SERVICES AMENDMENT TO
AGREEMENT FOR GOODS AND SERVICES
APPROVED
BySergeyGrechul<hinal9:18am,JII!fl08,2024
THIS AMENDMENT TO THE AGREEMENT FOR GOODS AND SERVICES ("Agreement") entered into by
and between the City of Carmel and Convergint Technologies, LLC, (the "Vendor"), as City Contract dated March 15,
2023 shall amend the terms of the Agreement by adding the additional services to be provided by Vendor consistent
with the Scope of Work attached hereto and incorporated herein as Exhibit "A". The terms and conditions of the
Agreement shall not otherwise be affected by this Additional Services Amendment and shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have made and executed this Amendment as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
By:
Sue Finkam, Presiding Officer
Date: ----------
Date:
Date:
ATTEST:
Jacob Quinn, Clerk
Date: ----------
S:\Coutrncts\Dep,u1ments\IT -Infonnation Systems\2024\Converg:intTechnologies. LLC ASA.docx:l/5/2024 9:30 AM]
Convergint Technologies, LLC
By:
Authorized Signature -
Michael Henderson
Printed Name
General Manager
Title
FID/TIN: 900881132
Date: 1/5/2024
Laura Campbell, Member
Alan Potasnik, Member
DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD
1/24/2024
1/24/2024
1/24/2024
1/24/2024
December 28, 2023
City of Carmel
10701 N College Ave Suite A Carmel, Indiana 48280
Attention: Morgan Rinehart
Reference:
Genetec Quote for System ID: GSC-230427-24858 (Omnia
Partners Pricing)
Quotation: DR15639224P
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 SOM 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: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD
convergfnt
Scope of Work-This Proposal is a Box Sale utilizing the Omnia Partners Cooperative
Purchasing Agreement. Administrative costs and contract vehicle pricing are included.
This proposal does not include any Convergint Technologies labor.
Provide (175) 1 Enterprise camera connection, mandatory Genetec Advantage.
Provide (175) Genetec Advantage for 1 Omnicast Enterprise Camera - 5 years.
Provide (1) Industrial loT plugin. Allows connection to one of the following protocols:
BACnet, Modbus, OPC Client, HTTP Server, MOTT Client, SNMP, TCP Server. 1
additional GSC-lloT part is required per additional protocol used at a time. Unlimited
data point connections.
Device Hardening (reduce cyber risk)
Disable unused & non-essential device features.
Disable unused network comms (e.g., services, ports).
Change default passwords.
Update firmware including patches.
PLEASE REVIEW THIS DOCUMENT CAREFULLY. It relates to the safe and proper
operation of the security devices being installed for your organization City of Carmel.
Customer has been advised of Convergint's Device Hardening services. The Device
Hardening services and procedures may vary depending on the specific devices involved,
but typically include: disabling unused and non-essential device features and associated
network communications capabilities (e.g., services, ports); changing default passwords
to new passwords that meet complexity requirements; and updating firmware to latest
available versions that incorporate available patches from the device manufacturer.
These are one-time services -ongoing support is required. Please ask your Convergint
point of contact for more details on the specific device hardening services available for
your devices. These services reduce the risk of cyber vulnerabilities for the devices
being installed.
Convergint cannot guarantee the security of the devices it installs or of
Customer's IT environment, and no networked system can be completely secure.
Convergint cannot guarantee that the systems or services will be error free or
operate without interruption. However, these services reduce the risk of cyber
vulnerabilities for the devices being installed. Please note that these services are
intended to address specified potential cyber vulnerabilities of certain devices
Convergint has installed -they do not address any other aspect of Customer's IT
environment or practices, which remain Customer's responsibility.
DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD
convergfnt
Materials
Line
1
2
3
4
5
6
Qty Part Description
Off Contract/Open Market
1 Industrial loT plugin. Allows connection to one
of the following protocols: BACnet, Modbus, OPC
1.00 GSC-IIOT Client, HTTP Server, MOTT Client, SNMP, TCP
Server. 1 additional GSC-lloT part is required per
additional protocol used at a time. Unlimited data
Point connections.
Omnia Partners Contract R220702
175.00 GSC-Om-1 Enterprise camera connection, mandatory
E-1C Genetec TM Advantage
175.00 ADV-Genetec nv Advantage for 1 Omnicasuw
CAM-E-5Y Enterprise Camera 5 years
Labor was Quoted IAW OMNIA Partners R220702
Equipment Total
Total Labor
Other Costs
Freight/Warranty
Tax if applicable
Total Project Price
Unit Price Extended
Price
4,615.38 $ 4,615.38
220.59 $ 38,603.25
156.02 $ 27,303.50
70,522.13
0.00
3,964.66
0.00
0.00
74,486.79
DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD
convergfnt
Clarifications and Exclusion
1.All work proposed herein, shall be performed during normal business hours Monday
through Friday 8:00 am -5:00 pm.
2.Low voltage wiring shall be installed via open air code approved methods.
3.Provision or installation of conduit, wire, boxes, fittings or other electrical installation
materials unless specifically listed under Inclusions or Bill of Materials.
4.Permits or associated fees are not included.
5.Customer to provide static IP addresses and network connections at panel locations.
6.Customer to provide a secured staging & storage area for project related materials.
7. Pricing assumes that electronic Auto CAD files are available from customer for our
use in creating submittal drawings.
8. Fifty percent (50%) of the proposed sell price shall be payable to Convergint for
project mobilization. Mobilization shall be invoiced and due upon customer
acceptance of this proposal.
9.Proposal does not include sales tax unless otherwise noted.
10.Anything in the Contract Documents notwithstanding, in no event shall either
Contractor or Subcontractor be liable for special, indirect, incidental or consequential
damages, including commercial loss, loss of use, or lost profits, even if either party
has been advised of the possibility of such damages.
11.Convergint reserves the right to negotiate mutually acceptable contract terms and
conditions with customer by making mutually agreeable changes to the formal
contract included in the Bid Documents.
12.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.
DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD
Total Project Investment: $74,486.79
Thank you for considering Convergint for your Security needs. If you have any questions
or would like additional information, please don't hesitate to contact me immediately. If you
would like to proceed with the scope of work as outlined in this proposal, please sign below
and return to my attention.
Sincerely,
Convergint
Dave Ruiz
By signing below, I accept this proposal and agree to the Terms and Conditions contained
herein
Morgan Rinehart December 28, 2023
Customer Name (Printed) Date
Authorized Signature Title
DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD
C,onverglnt Technologies Ter,ms and Condillons (Install! & T&Mi )
Througnout this Proposal, includimg ttiese Terms and Cond itions, and any allachmenls,
together, "Agreement") the term "C-Onverg in\" refers to the 1Co1we1ginl Technologies arlilia1e
operaUngin ttiestate/provnce 1 in which the Work is being performed and "Convergint Related
Parties" means Coovergint and Its oonlractors, subcontractors, third party product
manufacturers mproviders.
SECTION 1_ THE WORK
This Agreeme111 takes preoede11ce over end supersedes any and all prior proposals,
conespondemce, aoo oral orwritten agreements or representations relating to the work sel forth
in !he attacl'led s«,pe ol work ("Work "), This Work oommeoces 0sn the star! date and wlll lbe
performedpursuantlo theschedulespeciried irnthe attached 5e0pe ,of worik and, subject to any
cllangs ord:ers or addendums, repF8Ssnls Ihle enUre agreement between Gonvergint and
Customer.
This Agr-ment is made ,,.;1hout regard to compliance with any special sourcing amilor
manufacturing requirements, minority or disadvantaged supplier requirements, ,01 similar
government procurement law•s_ Should such req uirernel'\1$ be aPJJlicable to this Agreement,
Convergi treser:vesme rightto modifyand/orwlihdraw its Agreem ent
Customer ul'\derstands that Col'\velfginl is an authorized di:itributor o reseller al'\d 1101 the
manufar;tureror developer ("OEM") 9! softwa re, hardware an dl equipment (col lec!ively, 'Third
Pafly Products ") purchased by Customer and certain sel'Vices are delivered to Customer by
sucll OEM.
No monitoring servioe s, including UL listed moniio ri ng,, are includ'ed in the Work. Any such
services shalllbe governed ,and provided by a sepa rate agreement
Convergint agree:. in accordance wi1h the mutua'lly gree<:l project scll ed'uta :
a , To submit shop drawings, p.roduct data, samples and similar suoml\1l3:lsif requ ired in
pertomm ing !he Work;
b. To pay for all labor, materials, equipment, fools, supervision, programming, tes,ting, :startup
ancl docu mentaUo.n req uired to perform the Wo.rkin accoroanc:ewith the Agreement;
c.Secure and pay fo r pemmils and govem mentalfe es, licenses, and inspections necessary
IQ< prQper execution and completion of Ille Work, unless l'ocat reg ulalions prm,ide
o1her\.,ise; andl
cl. Hire subco111ractora and order lllilalerna ll to perform part of tine Wonk., if necessary, while
remaining responsible fortha completion o1f ttieWorlc
Customer agrees in accordance with the mutually agreed p1ojeot sched le, and at no c-0 sl
to Convergint:
a. To prQmptly approve submiltalsprovidedbyConvergin!;
b, To prov ide access to all areas olthe site whicll are neeessary lo completa tine Worl<;;
c. To supply sui!able eleclrical selfV,ice as require<! by Comvergi nt;
d. To remove site obslacles a11d job safety hazards;
e. To promptly participateand approve acce ptance testing, ii applicable ;
f_ Upon conipletioni of CQmmissloning or agreed lo acce ptance criteria , to promptly
provide sig n.off esta blislli,ng job ,closeout; and
g.Thal in the eve n! of any emergency or systems failure, reasonable safety precau tions
wil I be taken by Customer to protect life and property during the perio<I from winen
Corwerginl is firstnotifiedof the emergency or failureand unbl suoh lime !hat ConveJ;Jint
notifiestheCustomerthatttiesysl€msare operational or !hat the em@rg@ncy has cleared_
THE WORK AND/OR TI-IIRD, PARTY f'RODUCTS ARE !DESIGNED TO HELP REDUCE, BUT
NOT ELIM I NATE RISKS OF LOSS RELATING TO CUSTOM ER'S PREMISES OR TH IRD
PA RTIES-Tl-IEAMOUNTS BE1 ING Cl-l,,.RGE0 16Y CONVERGINT ARE NOT SUFFICIENT TO
GUARAN TEE THAT LOSS OR DAMA.GEWILL DECREASE OR BE ELIMI NATED_ Customer
acJrnowledges. thal proper safety and sec1.1rity re q1.1ires a laye red a pproadl of people, processes,
safety, armtedm ologies. The Work, including Third ,Party Products, provided by Co ver;gint1ls
not sufficienttoensure overall sarety andsecurity. Customer acknow ledgesand agrees lhal ii
Is responsible r-0 1 Itsovera ll! safery and security, including testing and maintenance 0sfihe Third
Party Prod cts (e)(ceplto lheextent contracted to Canve,gint lbywrllenagreement). Customer
acJrnowledge'l-and agree,, thati h.ls. a duty of es,reand ,is solelyresponsiblefor i!s oom pli,.1noe
with applicable laws, ules, and regul aUons, Including but nol limited toexport and re-.e:itport
reslriclions and regulatioos. privacy and data prolecii on reg ulations , applicabl!! OEM
lns1rucllons, termsand oondi llons, EULAs, and proper productusage,
Risk of l'oss, i11cluding any Third Party Produ:clcomprising lhe Work, shall pass to Customer
as the Work is. comple!ed and tilematerials are incorporaioo into lhe Work at Customer's
sitesubject to .any ernduser license agreements. II orThird Party Pmducts are earlier stored
on Customer's. site p rs1.1 ant to agreeNent betwe en Customer and Convergint, risk of loss
with respect to such m Third Party ,Pmducl sllall p.ass to Customer upon deli¥er;y to
Customer's site_
SECTION 2. PRICING
Pricing and amountsproposed shalt remainvalid for30 days unless otherwisespecified. Prioe
includesonly the Third Party Prod ucts liste d based on Converginl's inte reti\ionof plans and
specifications unless noted oll1er.vise. Additio.nal Third Party Products , unless negotiated PtJior
to mdsr Cjjffisnt o,illbe billed accodingly_ SalE!<!, (oras applicable G$T, PST, VAT or
similar tax) and ,my olhertaxes assessedon Customershall be added to the ,p oeupon Invoice
loCustomer.
SECTIO 3_ 11r,ivo1c,f FIEl!II ITTA'NCE ANO PAYMENT
Customer .agrees Lo pay Converginl filly (50%) percent of the total price as a mobilization
fse at tne tims of exsc;:1Uting1his Agree msnl-
lr the Work is perfomied over more than one month . Convergint will ,in\/OiceCustomer each
manth for ll'leWorii( perfom1@d du ring ttie previous month, Customer agress to pay the s1morunt
due to Converglnt as invoiced, within thirty (30) daysof the daleof such I nvo loe. If the Work Is
C0111lp l'el:ed in lless than one lllil11th, Customer agrees to payConvergirtl in lulll after the Work has
been completed wilhir1 tliirty (30) ,days of tlie date of invoice. Irnvoicessllalll not be s1.1bjec! t.o a
project relenUon percentage al'\clpayment to Cornver;glntshaU not be conditionedon, paymerntby
an upstreani party. If Cu tonmsr is, overdue in any paymernt, Convergirrt shall be entillsd to
s11spend the Work without liablllly until paid, charge Customer an Interest rate 1 and 112%
percent per manlh (orthe ma)(fflum rate permiH:ed by law, ,omichevet" is lless), and may avail
itselfol any other legall orequitabl'e remedy. CustQmer srnal Ireimburse Convergi nt costsinciwrred
in collectirng amy amounls Iha! become ove ue. including allOmey lees. court costs arnd arny
otoorreasonable expenditure.
SECTI ON 4. W RRANTY
Version 4.0 (US AND CANADA) July 2023
Warranties for Converginl's services and Third Party Prod'ucts are describedin ttieLimiled
Warranly for Products and Services available at hlfps ·llwww con ergintcomltern,;sl. which
is irneffect a.s of tt,eeffe ctive d'ale of \his Agreement and is incorporated lbyreference as if
set Forth herein in full.
SECT ION 5. CHANGES
Withoulinvalidating !his Agreement or any bondgh,en, he reu nder, CuslorTier or Co11Vergint may
request changes ,In dieWork wilh a changeord'er sigood byboth pairties . If Customer orders 1)
amy changes to lhe Wort (e.g. changein obj ective, deliverat)les, tasks or flours), (ii,) charnges to
schledule (extension oracceleralion), or (iii) causes any matenal interfere nce wMhConverginfs
perfOffllance of the Wor,k. Comverginl shall be entitled to an equitable adjuslfnenl in thetimelor
performance and' in theP ae. including a reasonable allowance for overhead and profit
SECTION 6. FOR.CEMAJEURE
Neither Customer norConvergint shall be !liable fo r any delay r !allure l1n llneperformance of
ltleir respective, obligatioris pursuant to this Agrsemsnl due lo circumstances beyond lhei r
reasonable 0001rol ("Foroe MaJeure"J and witho ut the fault or negligenoe of tine palty
experiencing suoh delay_ A !Faroe Majeu re event sllallinclude, but not be I im iled to: acts of
God, pandemic oc epidemic, diseases, quarantines, 1uITTavoidatile casualties, C<lncealed
conditio11s, acts of any civil or military authorily; riot, insurrections, amdl civil ,dist nbance s;
wa,, invasion, act of lo r,eign enemies, hoi:.tillties [regaidless of whether or not war is
declared), rebellion, revol ution, termris;Iactivities : strikes. llockou!s or other labor disputes;
em'b rgoes; shol'lage, Of un ava ilability ,of labor, supplies, mate rials, equipmen1 or systems;
accidenl fire. storm. water, flooding, negligence ofothers, vandalism, powerfailure, installa.tiom
of 1inco1111pat:le !l(JUipmenl, imprope-r operating procedures, source ctment fiuctualions or
lighUng, transportation contingencies: laws , stawtes, regulations, and other legal requirements,
ordera or jud'gemen\s; acts or order of arnygovernment or agency or official thereat, ottier
es,tastroplles oc-any ottiec-similar occurrences. If perfoITTlance by ailhar party is delayed due to
IForoe Majeure, thetime forperformance shall be e)l;tended for a peiiodi of lime reasonably
necessaryto overcometheeffecl of the delay and Convergint shall lbeentiUed loan equitable
adjustment of the P ce.
SECTION 7. INSURANCE
lln lieu of any Customer in:.urance requirement:., for Services performed in tha United States,
Corivergint shall maintain llnefoll.ow ing insurance ooverages dming the term of tlni,s Agreement
andupon ,req esl, shalt provide certificates of insurance t0sthe Customer:
Wotke(s. Compensa1ion Stawtol')' Umits
Employer's Liability $1 ,000,000per ocour,rancelaggregate
Commercial Ge neta ll l.Jabilily $1 ,000,000perooourre111oe
AutomobileLiability
ExoessJUm brella Liabil ity
2.000,000 general aggregate
1 ,000,000perocourre11Ce/aggregate
3,000,000perncourrence/aggreg ate
CommercialGeneral Liability policy shall ,name Ille Customer as "additional insu red/' on a
primary/nomoonlnbutoiry basiswitlh respectto liability ruising outof111e Seivkes, as applicable, but
o lo the extent ofliabmfies fallingwnhin the indemnityobligationsQfConvergint pur;;uant lo !he
temisof this Agreem emt. Co1werglnt shal not providelossrunsOIi' copies of Its Insurance policies,
ConveJgint shall prov ide lo the Customer no less than thirty (30) days' notice prior lo the
ieninination or cancellaUon of any sl.lCh ins!lr.mce policy_ For ser,,ioes. performed in Ganada,
Converg int shall maintain simil'ar irnsuranoe coverage ,dependenl upontl1e !local requirements 1in
Canada and upon llne insurance available mdet" Oonvergint's. insurancef)l'o gr.im. All required
nsuranc:e coverage shall be reasoma:ble 1ir1 die oirc:umstanc:es and compliant with local
regul.atio11s.
SECTION 8. INDEMNIFICATION
To the fullest e:itlerrtallowed by law, Conve rgiml shall 1ind'emnifyand hold Customer harmless
lrom and aga inst claims, damages, losses, alldexpenses (ei<cludingtos:. of use) .ittributable \Q
bocillyinjury, sickness, disease or death, or to deslruotion ol langlbte property, but oolyLo the
exlBnl causedbyth& neg'ligent acts or omissions ,of Converginl or Convsrgi nt's employees or
subconltactors while onCustomer's site.
llf C<Jnvergint is providing products or services for intrusion detection, detection of specific
threats to people or property flncluding weap,;m:s, guns.hot, ,or drone de1ect ion), mass
notificatio n, ballistics or e)l;plosives protectio n, or processi ng1 of biometric;, health, firnanci al,
or government identi er data (coll ectively, •special Offe rings'), then to !he fulte:sl extent
allowe d by law (i) Comverginfs indemnification obligations under !he Agreement do not
apply whatsoever and Conver,gint and Convergi rnt R:staled, Parties nave no liability lo
01momer for any losses or damages caused by any Special Offerings: and I) Cus1omer
shalt indem nify, defe nd, and hold harmless Convergi int and Convergin,t Related Parties.,
from and against all claims, demands, actions, ,liabilities, da mages, and costs ,(incl uding
reasonable auomeys' fees) relati 11g1 to Special Offe rings provided by Convergint , except to
he extenl of' Comvsrgint"s gross negligence installing such Special Offerings. Any wavier of
damages ocllmitailon of liability contained In lhe Agreement and as modified herein shall
not apply to Cuslomer's imdem ni"fi<:ati on, llold lharml'ess and ,defense obliga tions hereim_
SECTION 9. LIMITA TIO N OF t.JABILITY
EXCEPT AS PROV IDED i1EREIN. iO THE !FULLEST EXT ENT ALLOWED BY LAW; (A)
IINI O EVENT SHALL EITHER CQNVERGINT, CONVERGINT RELATED PARTI ES, OR,
CUSTOMER BE 1..IABL.E UNDER OR IN CONNECTION WITH THIS PROPOSAL FOR
SPECIAL, INDI RECT, INGI DENTA:L, PUNITIVE, LIQU IDATED OR CONS EQUENTIAL
OAMAGES,. I NCLUDING COMME RCIAL LOSS, LOSS OIFUSE OR LOST PROF'ITS,. EVEN
IF THAT PARTY HAS BEEN ADVISED OF TI H E POSSIBILITY OF SU CH DAMAG ES AND (B)
THI E AGGREGATE LIIABILIITY OF CONVERG INT AND CONVE RGINT RELATED
PARTIES ARISING OUT OIF ORRELATED TO Tf-llS AGREEMENT SHALL NOT !EXCEED
THE AMOUNTS PAID BY CUSTOM ER TO CONV1ERGINT UNDER THIS AGR.E EMENT. THE
EXISTENCE OF MORE THAN ONE CLAIM Will NOT ENILAHGE THIS LIM IT. THE
LIMITAT ION SET FORTH IN THIS SECTilON SHALL AP PLY WHETHER THE CLAIM IS
BASED ON CONTRACT, WARRANTY, TORT (INCLUD ING NEGLIGENCE) OR OTHER
L'EGl\t. THEORY_
DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD
SECTION 10. CO MPLIANCE WITH LAW, SAFE7TY, & SllE CONDITIONS
C<i mvergint agrees lo complywilh alllawsandregulatioosap,plicableto its pirovisionofIhaWork.
Cuslomer \!1ill oomplywilhan awlicablelaws and reements applicable lo il5us-earidOperation
Q1f theWori<;, Conve,gint shall oomplywi1t1 e1II .s.,fety relate(! l,;,ws ,md r g',ll11tionsandw h the
safety program of lhe Customer, provided such program Is supplied lo Convergint pilor to
begi nniogW01K.
If during lhe course ol its Work, Convergint encounters conditions at the site that are
subsurface, differ matenially from what is represented in the contract documents, or
oth erwi se ooncea'led physical! condilions, Converg int shall be entitled to an e ternsion oi
time and additional costs tor lhe perfmmanceof its wmk.
If Converginl disoov or s spe 1118 pr8:$arn;e of ha.:11rdorn, materials or unsafe working
condlllons at c stomer's sitewhere tile Won< Is to beperrfom,ed, Converglnt Is entilled ·to stop
the WOikai lhatsite ii suchna;,ardous maletials, or msafeworking conditionswere not pmvided
iby or caused by conveigint. Converglnt in its sole· ·discretion shall determine when it is "safe"
to returnlo perform lhe Work at Customer'ssite. Convergint sha'III have no respornsibilityfocthe
discovery, prwsncs, hanclli119, rsmol'ing oc disposal of or exposure of persons to hazardous
matertals Im any form at the Customer'ssite. To theflJlest tent allowed by law, Oust:o1nershall
iindemnify and hold harmless Converg.int from and against claims, damages, losses and
expenses, Including bul not limited to, reasonableattorney'sfees, arising, out of ,or resullillgfrom
undisclosed hazardous materials or 1.ms.afeworlli og conditions at Customer'ssite.
SECTION 11. PERSONAL DATA & SEC URITY
Conv-errgint's obligations arnd liabilities regarding Proc essing of Personal Data and
information sscu rlly shall be lim ited solely lo Processing performoo by Gonvergini's
pereonMI. Pro cessing by OEMs or Tnird Party PiroduW, are governed by any ap!)licable
OEM endl user licensing agreements or terms and oondilions. Customer represe nts arnd
warranl:s tlilat it will comply with all applicabl.e Data Protection Laws , Alllilough certain
prnducts del i1,ered by Convergint may be ca:pable m processing, Biometric Information,
Personal Health lnformali on, financial information ,, or government identifiers ("Sensitive
lnfo rmalion"), Customer acknowl'edges that Converg int is, not Processing Sensrnve
lnfmmalion (m to the exte nt ii is Processing Sensitive lnfonnation, ii is doing so strkUy in
acoorda ce with Custome1's insll\/otions) and C stomer is solely responsible for
compliance of all such Proces.si ing 1v,ilh Data Pmteotion Laws . To !he fullesl extent allowed
lby law, Customer shall indemnify, defend and hold hanmless Convergint from and against
all clai ms. demands, actions, liabilities. damages., and costs (incll uding reasonable
a1to meys' fees) asserted by a third party arisirngout ofor relating to failure to complywith
applicable Data Protection Laws Including but not !limited lo lhose related lo Sensitive
lnformalion_ Customer acknow l'edges ii has revi ewed Convergirnl'sPr,ivacy Policy a,vailabl'e
at httpsJ1w,,w,.conyerginLcomlprivacy-polieyl "Pern<inall Data", iF'rocess(lng)", "Biometric
lnto rmalio n", and ",Personal Heallh l nlmmation" sinall be irnterpreted in accordance with, and
shall 1include a nalogo us terminology as use d' in, applicable laws. and reg ulations relati ng to
data privacy, inlormation security, data protection. data breaches, cross-border data nows.
and/or therig hts and obligalions of persons or entities regard'ing personal inlormalion {"Data
F'rotecUonLaws").
To the extent Corwergint provide s cyberserurity services, suchservices are provid'ed "as
1is" without warra nties or representations of any kind, whether express a< implied.
Convergint wl llI follow Customer-specified policies to a.ccess (including remotely access)
C stomer information sys.terns; however, Converginl wi lll no1 be responsi bl'e for lectm ical
1Pmblemsthalmay occur resulling lrom Converginl following Custo mer's instructions or for
1inforrn aiiorn security losses or narrnsto the •€xlent tna1 lhey ar-e not due to the fault of
Converglnt. Customer authoilzed changes to Cus1.omer lnlo matlon systems am al
Customer's own ris'k and Customer acknowledges it is res ponsi bl'e for the overall securily
of its inlorm alion systems. -
SECTION 12. INTELLECTUAL PROPERTY
Conv,ergint s.hall retain title and owners.hip of all intellectual propertyrights relating to tne
dr.awings, technical documentation, or other ledh ical information roocu menta tion')
delivered under this Agreem€m .. The OEMs snalll rntai,n lill'eand ownership 01 al lll intellectual
pr,openy rights relating to the Third Party Products and wllll grant any license and ilght to
use in con11ectiorn with lhe Third Party Product through !he OEM's end user license
agreement or other terms and conditions. Customer shall not use any Docume ntation
supplied by Converginl for any purpOses other tha tliose directly related lo this Agree.men!
m for lfle rn;.e andfor mai nternance of IIrleThird Party Produot.
SECTION 13. PRICE ADJUST MENT
Conv-srg int may aulomaticall ly adjust lhspries, w,th live (5) ,fays prior wrills n no,liC8, if based
on: (a) changes by Its vendo,s to !he cost of ma teri als or Third Pany Piroducts to be
delivered amt/or labor cosls relate d to perso nnelI responsi bl'efor perform ing the Work, (b)
macroeconomic conditions, suoh as taxes, tariffs or duties, natural disasters, labor
hortages/stiikes, eto,, (c) market oonditio11s such as pric;e vdlatilily or availability
llimila!io ns, m (dl other events. not wiltlin Cornvsrginl' confrol !hat ,impact lhe cost 01
performing lhe Work, The adjustment shall be consistent with applicable mar,ket indexes,
wlrlers availa'ble, lhird-party sources or olhsrevidence_ Cornverginl re:ssrvesthe rig't1Ito ad'd
periodic surcharges. lncl1Jdlng without limitation, adNst ents for lhe then cwren 1 ipilce of
fuel, suclnsmcharges to 'be s:pecified and i;nvoioed by Convergini.
SECTIOt! 14, TERMINATION
If a party matelially breaches this Agl'eement, meotherpartyshall providewritten oticeof the
lbreach and a reasornable• lime lo cure lhe breach, bul in no, event less than 30 days_ If the
lb reaching party fails to cure the breach withinthe specilied U me period, thenon-breactiing party
may terminate this Agreement upan 15 d'ays wri tten notice to the other party_ If Conver9i11t
notifiss Customer o1i a material bread, pursuar1l lo this pa agraph, Convergint may tempora ri ly
suspend Its work without lllab llltyunlll Customer cures 1he breach .
SECTION 15, GOVERNING LAW AND DISPUTES
The parties ag ree that !his Agreement shall be governed by the laws ,of ltiestate/province
wlilere ihe Work isl'ocatedl, and: venue for di putes snail be localed in tnat stale/p ro vince.
lln theevent of any -dispule betw €en Convergint and Customer, Cmwerginl. and Customer shall
firstattempt to resolve the die,pute in ttie field, bl.rti f llhat Is no( sU1oc-es sful, then in a meeting
between authorized officensof each compa ny. If set11emenlattempts. are nol sucoessful. unless
ttiedispute rsquires injunciivs rel ief, thsn, UoBdispuls shal l be decided sxctusively by mbitraborn.
Such arbitration slnall be conducted In accorda nce withlhe Co struotlon Industry Arbllratlon
Rules of ths Alrnenicarn Arbitral io11 Association (ii the Ser;ioes are perfmmed ,in lhe United
Stales) or Arbitration Rules of theADR Institute or Canada, Inc, (if Ille Services aie performed
in Carnada) currently in effect by a si ngle arbitrator andl shall be a final binding res olution of lhe
issues presented between the partie. The prevailing party shall be e Utled to recover lls
reasonablealtomeys' ·fees andcosts. Arnyaward by thearb ilralor may be enteredas a judgment
in any court having, jurisdiclion,_
SECTI ION 1:6. MISCELLANEOUS
The parties. lhave 1,;quiredtlial tlhisAgreeme11I be written in English andhave also agreedlhat
all noticesoroltler documents rsquirsd by or contemplated in this Agreenment be wri tten in
English. Les paniesoni requls que oette oonven on soit Igoo en a11glals et. ont egalemenl
convenu que toutiwis ouautre •document exigeaux tem,esdes presenles ou decoul'ant de !lune
quelconque de ses dispositions sera pre,pa1e en allglais,
Any manges lo this Agreemenlshall bein writingsigned by both Customer and Corwergi nl
llnUleevent any pro11lsloo of thisAgreement is held tol>eI,111alid o1 unenforceable, O'leremaining
prov isions. of lhis Agreement shall remain in full force and erfect.
Customer waives all claims against Convergint arisill9 lrom or related lo suspension of walk
pyrs1.1a11tto 111Is Agreement
Customer and Conve rgint are independent contractors , and nolhing in lhis Agreement creates
any agency.jointventure, partnership, or o1herlorm of jointenterp1ise , employ ment, or fiducial"/
relaJi onshipbetween tliem_ Notliing ,contai ned in this Agreementshalll be deenrned lo create a
relatiom,nip ,of employee or em ployer between lheparlies, and neither parly shall be entitled to
any benefits that lhe olher party provides for its own employees, including worke rs
cornpemsalion and unempl'oyment insurance_ Each party shall hav€ e,:clusive controll over its
own employees, agents, and suboon1ract<ii::s, ,its label andemployee relatlon:s, and Itspolicies
relati ng, io wages, hours, womirngconditions, or other conditions_
Neither parfyto ttiis. Agree ment shal l assign this Agreem ent l<ithoui tinepriorwrttten consent of
the other party hereto_ Notw i!hslandi rng lhe foregoing, Convergint may assign this Agreement
Ml:houl notice orcorisenl (i) to any of i parents, subsidiarie,. or affiliated companies or any
entity majority owned by Converg int °' (ii) in connection with a merger, acquisition,
reorga11ization, sale of all of theequity interests of Converginl or a saleof all or subslanlially all
of the assets of Converg int lo Which this Agreement relates.
Noiioes shsll be i11 writingand addres.sedto the otherparfy, inacoord'arnoe wi1hlhe names and
address es of the parties as shawm above. A!IInotices shall be effective upon receiptbythe party
to whollil the notice was se.11.
In no event will Convergint be obligated to comply with any project labor agreements or
other collec1lve bargaining agreeme ts.
A waiver of the ierlnS hereunder by m1e partyto ihe other party shal l not be effective nless in
writing, and ,s igned oy a person with al.lthority to oommit1he Customer and Convergin1 - No
waiver by Customer or Convergin! shall operate as a continuous waiver, unless the written
waiver specificall;y states that ii Is a continuo swaiver of the 18fl'llsstaled in lhat waiver.
The Seationsregarding irwoicir,g, warranty, indemnity , and dispules schall smvivettiel.emlination
of lhis Agreement
By signing this Agreement, Customer acknowledges that It revi ewed the lmpolian!
Prod'uclSafety and Service Information at httos:1/www.co nvergml.com/terms/_
V4 .0 Jwly 2023 Page 2 of 2 Conw,rgjn/ Tec/11:lOlog,'es
DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD
City of Carmel INDIANA RETAIL TAX EXEMPT Page 1 of 1
CERTIFICATE NO. 003120155 002 0 PURCHASE ORDER NUMBER
110722FEDERALEXCISETAXEXEMPT
ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, A/P
CARMEL, INDIANA 46032-2584 VOUCHER, DELIVERY MEMO, PACKING SLIPS,
SHIPPING LABELS AND ANY CORRESPONDENCE
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL-1997
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION
1/2/2024 377026 Genetec
CONVERGINT TECHNOLOGIES LLC ICS
VENDOR 35257 EAGLE WAY SHIP 31 1st Ave N.W.
TO Carmel, IN 46032-
CHICAGO, IL 60678 -Timothy Renick (317)571-2576
PURCHASE ID BLANKET I CONTRACT PAYMENT TERMS FREIGHT
83724
QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE I EXTENSION
Fund: 0 Capital Lease FundDepartment: 1115
Account: 44-631.00
1 Each Genetec $74,486.79 $74,486.79
Send Invoice To:
ICS
Timothy Renick
31 1st Ave N.W.
Carmel, IN 46032-
317)571-2576IDEPARTMENT
SHIPPING INSTRUCTIONS
SHIP PREPAID.
C.O.D. SHIPMENT CANNOT BE ACCEPTED.
quote DR15639224P -OMNIA PRICING
V
PLEASE INVOICE IN DUPLICATE
Sub Total $74,486.79
ACCOUNT PROJECT j PROJECT ACCOUNT J AMOUNT
74,486.79PAYMENT
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
AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL
THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY
TITLE
CONTROLLERCONTROLNO. 110722
Timothy Renick
Director
James Crider
Director of Administration
DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD