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034-20 - Stanley Convergent Security Solutions - ContractCity of Port Orchard 216 Prospect Street Port Orchard, WA 98366 (360) 876-4407 Stanley Convergent Security Solutions 8350 Sunlight Dr. Fishers, IN 46037 Bill To: Attn: Accounts Payable City Of Port Orchard 216 Prospect Street Port Orchard, WA 98366 Orden Tony Lang Operations Manager Qty PURCHASE ORDER P.O. No. 004-20 REVISED Date: June 29, 2020 Ship To: City of Port Orchard 216 Prospect Street Port Orchard, WA 98366 Description Unit Price Total REVISED TO INCLUDE SALES TAX Equipment and Material $30, 523.55 Labor and Additional Total $44,600.00 REVISED TO INCLUDE SALES TAX (see attached details) PREVAILING WAGE— Requirements applies to this project. Workers shall receive no less than the prevailing rate of wage. IMPORTANT— The intent to Pay must be filed with LNI before the City will pay any invoices. INSURANCE— City must have certificate of insurance listing the City as an additional insured, with endorsements. See attached requirements. ATTACH —a copy of the Affidavit and the Intent that is posted on the L&I website to your invoice. Do not submit your invoice without a copy of these documents attached. IF TOTAL COST IS OVER $7,500.00 ATTACH PROCUREMENT DOCUMENTS THIS ORDER IS A CONFIRMATION Yes THIS ORDER IS NOT A CONFIRMATION ACCOUNT CODE Subtotal Tax (9%) Est. Freight Shipping Bal Due $75,123.55 $6,761.15 $81,884.70 DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B City of Port Orchard 216 Prospect Street Port Orchard, WA 98366 (360) 876-4407 Stanley Convergent Security Solutions 8350 Sunlight Dr Fishers IN 46037 Bill To: Attn: Accounts Payable City Of Port Orchard 216 Prospect Street Port Orchard, WA 98366 Ordered By: Steve Havert IT, Finance on PURCHASE ORDER Description P.O. No. 004-20 Date: February 27, 2020 Ship To: City of Port Orchard 216 Prospect Street Port Orchard, WA 98366 City Clerk or Signature Unit Price Total Lift Station #1 Equipment and Material $30,523.55 Labor and Additional Total $44,600.00 (see attached details) PREVArLrNG WAGS Requirements applies to this project. Workers shall receive no less than the prevailing rate of wage. IMPORTANT— The intent to Pay must be filed with LNI before the City will pay any invoices INSURANCE— City must have certificate of insurance listing the City as an additional insured, with endorsements. See attached require- ments: ATTACH —a copy of the Affidavit and the Intent that is posted on the L&I website to your invoice. Do not submit your invoice without a copy of these documents attached. IF TOTAL COST IS OVER $7,5UU.0U A TTACH PROCUREINENT DOCIIMENT.S THIS ORDER IS A CONFIRMATION Yes THIS ORDER IS NOT A CONFIRMATION ACCOUNT CODE Subtotal $75123 5' "Fax (91l6) Est. Freight Shipping Ball Due $75,123.55 DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B STA h L EY STAN I E Y Converrgent Secty ity Solutions, Inc . Smurity Equipment & Labor Summary City of Port Orchard 216 Prospect St, Port Orchard, WA 98366 Proposal Generated: Q-143710 2/24/2020 BILL OF MATERIALS AND LABOR BREAKDOWN EQUIPMENT Qty Part Number Description Unit Price Extended Price 1 PERMITS PERMITS - One Time 3rd Party Permit Fee $386.08 $386.08 3 LP1502 MERCURY INTELLIGENT CONTROLLER $1,290.86 $3,872.58 7 SYMR52 READER INTERFACE $564.75 $3,953.25 1 SYCloudlink SYNERGIS CLOUD LINK $1,030.90 $1,030.90 18 920PTNNEK00000 MULTICLASS RP40 SE READER $183.61 $3,304.98 18 19012WGW 3/4IN STL DR SWT WDGP SPDT $10.25 $184.50 18 DS160 PI REQUEST TO EXIT SENSOR WITH SOUNDER GRAY $67.73 $1,219.14 18 DS160 PI REQUEST TO EXIT SENSOR WITH SOUNDER GRAY $67.73 $1,219.14 DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B 3 LSPI6DRE6M1 LSP - 16 DOOR, 30H X 23W X 6.5DIN E6M1 $1,241.21 $3,723.63 9 FAS1075 12V 7AH SLA BATTERY $15.02 $135.18 8 454932AYW CARD ACC COMP SHL❑ PLENUM 500FT $687.44 $5,499.52 200 200OPGGMN ICLASS 2K BITS 2 APPLICATION $3.09 $618.00 1 050000 DTC1250E USB PRNTR W/ 3YR WTY $1,310.97 $1,310.97 1 RDR80081AKU RF IDEAS PCPROX PLUS ENROLL W/ICLASS BLACK USB READER $244.73 $244.73 1 TBD ]IC MAIL TBD ]IC MATL $148.70 $148.70 1 TBD CONDUIT TBD CONDUIT $148.70 $148.70 1 GSCSYP SYNERGIS PRO BASE PACKAGE $3,302.65 $3,302.65 18 ADVRDRPIY GENETEC ADVANTAGE FOR 1 SYNERGIS PRO REA $12.27 $220.86 1 GSCBASE58 GSC BASE PACKAGE V. 5.8 $0.02 $0.02 1 [GSC58 SOFTWARE VERSION 5.8 $0.02 $0.02 EQUIPMENT AND MATERIAL TOTAL $30,523.55 LABOR Qty Part Number Description Unit Price Extended Price 1 SSS90DAYWARR 90 DAYS $0.00 $0.00 179 SSSGSAINTTEC GOVERNMENT INSTALLATION TECHNICIAN 1 $100.79 $18,041.41 DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B 1 SSSFXCTRADLB FIXED PRICE ADDTL CONTRACTOR LABOR $24,089.53 $24,089.53 20 SSSGSAPR3MGI GOVERNMENT PR03ECT MANAGER I $115.91 $2,318.20 1 SSSSFruP IDESIGN AND COMMISSIONING $0.00 $0.00 1 �SSSSTR INSTALLATION TRIP CHARGE $151.18 $151.18 LABOR AND ADDITIONAL TOTAL $44,600.00 GRAND TOTAL $75,123.55 DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B STANLEY Security STANLEY Convergent Security Solutions, Inc. Schedule of Service and Protection (Equipment & Services) STANLEY CONVERGENT SECURITY SOLUTIONS. INC. ('SCSS'[ AND CITY OF PORT ORCHARD I' CUSTOMER-) AGREE ON THIS 24TH DAY OF FESRUARY, 2020, THAT SCSS SHALL PROVIDE THE SERVICES DESCRIBED BELOW AT 216 PROSPECT ST, PORT ORCHARD, WA98_366. ALL WORK, EQUIPMENT, AND SERVICES ARE SUBJECT TO THE DETAILS SET FORTH HEREIN AND TO THE TERMS AND CONDITIONS OF THE FOLLOWING AGREEMENT(S) BETWEEN THE PARTIES, IN ORDER OF PRECEDENCE 1) ANY CURRENT MASTER AGREEMENT, ANDIOR 2) ANY CURRENT AGREEMENT DIRECTLY RELATED TO THE SITE. IF SUCH AGREEMENT(S) ARE NOT IN EFFECT, ARE INAPPLICABLE, OR DO NOT CONTAIN MONITORING SERVICES TERMS AND CONDITIONS, ALL WORK, EQUIPMENT, AND SERVICES WILL BE SUBJECT TO THE TERMS AND CONDITIONS FOUND AT H'FrP$]NMW.$TANLEYSECURITY.COMILEGAL. THIS SCHEDULE OF SERVICE AND PROTECTION, AND THE PRICES QUOTED HEREIN, SHALL EXPIRE IF NOT EXECUTED BY CUSTOMER WITHIN SIX (6) MONTHS OF THE QUOTE DATE LISTED BELOW, AFTER WHICH TIME SCSS MAY REVISE THE PRICING FOR THE EQUIPMENT AND/OR SERVICES SET FORTH HEREIN Solution: City of Port Orchard- Access Control Quote: Q-143710 Quote Date: February 24, 2020 Investment Type: Direct Sale System Information System Type Access Primary System. - Secondary Systems: Customer to Provide 120 vac Power Outlets, Access to Device Locations, All Patching & Painting, Any Add'I Devices Req'd by Local AHJ, Aux'ry relays for Fire / sup'ory Devices, Lighting Conditions for CCTV, Network Connectivity, Network rack space, PC Client(s) hardware, PC Hardware for Access Control System, PC Server(s) hardware, Secured storage of on -site equipment, Static I address for equipment, UPS, DescriptionEquipment Quantity Part Number 17 PERMITS PERMITS - One Time 3rd Party Permit Fee 3.00 LP1502 MERCURY INTELLIGENT CONTROLLER 7.00 SYMR52 READER INTERFACE 1.00 SYCloudlink SYNERGIS CLOUD LINK 18.00 920PTNNEK00000 MULTICLASS RP40 SE READER 18.00 19012WGW 3141N STL DR SWT WDGP SPDT 18,00 _ DS160 PIR REQUEST TO EXIT SENSOR WITH SOUNDER GRAY 18,00 DS160 PIR REQUEST TO EXIT SENSOR WITH SOUNDER GRAY 3,00 LSP16DRF6M1 LSP - 16 DOOR, 30H X 23W X 6.5DIN E6M1 9.00 FAS1075 12V 7AH SLA BATTERY 8.00 454932AYW CARD ACC COMP SHLD PLENUM 500FT 200.00 200OPGGMN [CLASS 2K BITS 2 APPLICATION 1.00 050000 DTC1250E USB PRNTR W13YR WTY 1.00 RDR80081AKU RF IDEAS PCPROX PLUS ENROLL WIICLASS BLACK USB READER 1.00 TBD JIC MATL TBD JIC MATL 1.00 TBD CONDUIT TBD CONDUIT 1.00 GSCSYP SYNERGIS PRO BASE PACKAGE M00 ADVRDRPIY GENETEC ADVANTAGE FOR 1 SYNERGIS PRO REA 1.00 GSCBASE58 GSC BASE PACKAGE V. 5.8 1,00 GSC58 SOFTWARE VERSION 5.8 C�xrb[1SOCadr -..._J�i �'7., cKSAL :1��1 q1 Reyuyra An 1 �'aA1�dx010.S$3342fi498 48682 r.ml LC051W. AC06055. Alarm c Paly ❑W Ma w.se4 am me p"@d by 1nr Samoa d Searly S 1RreYgahre Sancea. Oenl of Cansomer Affaas. Samamr4n. CA 95614 CT ELC 0184MT-L5 DE 0415E FAL4M, FL EF0000772 GA ►3a701 FM WMO; IA AC•211 ID 0T5830 022726-AA4 IL '2: W1274 KY LM ILvu-Wftf LA F1102 F675- F$277 61031 MA 12737A MO 197-, 828 49 MI 5103423. 36012076W MN TSWT2M MS T0207•SC 15024,72 MT FP1,-BEL40013Z kc 20471•SP-FAj%0 T639�CSA Alarm Systems Lrcefr ng Hd . 3101 Vnduslnal Owe Sle 'ad Ralalpd NC 276M (014)788-5429 MH 0.24-C. NJ 107sa85, 858423. 8x01af Alarm Buwmss LC A 348XOX22000 NM 37455a W r4M F401 0071024 OW4943 NY QW02931 a9 Lr sm by NVS Dept of State ON 53.89.15 T2 Ott M OR 16,567 PA 032736. R1 "48A TSC 4996 SC FAC3387 SAC550t TN 1 T80 tub 1650 1446 CE-0 a5528 TX ACR263S. ECR1t2f B02T40 uT 5704096- 856s VA 2705767735A 11.54E 1 WA STANLCS92WZ: WV 74529E Wf 969322 VVY LV•Cr23870 DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B STANLEY STANLEY Convergent Security Solutions, Inc. Security 1-00 Technical Assistance Center PNC PROVIDES 24X7 TELEPHONE TECHNICAL SUPPORT. PNC Support TECHNICAL SPECIALISTS ARE AVAILABLE OVER THE TELEPHONE TO ASSIST CUSTOMERS WITH TROUBLESHOOTING, PANEL PROGRAMMING AND SYSTEM OPERATIONS ON MOST SYSTEM CONTROLS- THIS SERVICE IS PROVIDED ON MOST INTRUSION ALARMS, FIRE ALARMS AND CCTV DVRNCR CONTROLS. PRICE PER LOCATION. _ 1.00 _ Access Control - Prev. Maint - ANNUAL SCHEDULED PREVENTATIVE MAINTENANCE. THIS Annual 76+ Dev SERVICE IS PROVIDED FOR ACCESS SYSTEMS. THE ANNUAL SCHEDULED APPOINTMENT INCLUDES A VISUAL INSPECTION OF DEVICES, WALK -TEST OF SYSTEM COMPONENTS. CLEANING OF DEVICES AS NEEDED AND VERIFICATION OF COMMUNICATION LINK. INCLUDES ACCESS TO THE PNC TAC - TECHNICAL ASSISTANCE CENTER (24X7)- SYSTEM REPAIR, EQUIPMENT REPLACEMENT AND LIFT RENTALS ARE EXCLUDED. 1.00 Technical Assistance Center PNC PROVIDES 24X7 TELEPHONE TECHNICAL SUPPORT- PNC Support TECHNICAL SPECIALISTS ARE AVAILABLE OVER THE TELEPHONE TO ASSIST CUSTOMERS WITH TROUBLESHOOTING, PANEL PROGRAMMING AND SYSTEM OPERATIONS ON MOST SYSTEM CONTROLS- THIS SERVICE IS PROVIDED ON MOST INTRUSION ALARMS, FIRE ALARMS AND CCTV DVRNCR CONTROLS. PRICE PER LOCATION. Equipment Notes City of Port Orchard - City Hall Building - Genetec Access Control Project Site Address - 216 Prospect Street, Port Orchard WA 98366 City of Port Orchard POC - Steve Havert IT Admin - Desk (360) 876-7043 & Cell (360) 509-7129 - Email s ha ve rt@c i tyofp ortorc h a rd. us Stanley Sales Consultant - Michael Cunningham - Phone 425-215-3616 Stanley Project Manager TBD when project is booked. Stanley Installation and Operations Team - Please walk the site prior to ordering any equipment for this project. DOTE "' This is a prevailing wage labor installation. Please file appropriate prevailing wage labor information with L&I.. Stanley Security to provide and install Genetec Access Control equipment for 18 doors throughout the facility per site map locations. Please review the site map for head end and Card Reader locations per floor. Three floors total. Stanley to provide and install the Software and Licensing for 18 card readers on customer provided server PC. This software can be expanded up to 256 Gard readers for Enterprise Solution for future system expansion. Qty (5) Client Work Stations Software connections are included in the base package and can be expanded to 10 total workstations when required for system expansion to Enterprise Solution. Customer must provide the client workstation PC's. Stanley will install workstation software on up to (5) customer provide PC's. (1) Web Client connection is included in Base Package. Qty (1) Genetec Synergis Cloud Link Device is required on the customers network for communication with the Genetec Intelligent System Controllers and the Dual Reader Boards connected to Genetec Software Server PC- Customer LAN or WAN must be utilized for Network y +,•-_ .i3A G5c i4:''' AZ q"204a' •.WJ • �fi�-i : %i �•��:•_J �r :..ri �sa� 3J �1 �ak _Aq,:ti�iPi 91 S11 -e ao�r.F Plata Or Limc Rock ALP 72200 MI; 614 36'J0 CA 348019 CIO LCOW 1 ACOW55 Alarm tympany operators seo and ragwa[eo ay we 8"U at Se rdy d I ye Se s f)W & ConsumerA TmS Savarnernu. CA 35834' CT ELC 0184651 U. OE 04.158. FAL-0p0t FL EFB000772. GA 439701 M 3M; 1A AC-21' 10 01%30. 022725-AA•4 IL ;.'301274 KY 338 (Lou1sv&1 LA FT182 F675 FI M. 51931 MA 12727A Mo 107.1 an 25S 1A15T01423 3801 Z07860 MN TS80 TM MS IMT-SC 15024T 72 MT FPL49EL-Ml 12 MC 23471-SPfA1L'I 1839•CS4 Alarm Systems eC 11o1 rnouslnal 0'" Sie 104 Rarepn NC 27607 (919y7a8-SSZL1. NN 6424-C NJ 4074485 659423 Burglar Warm Burners Lc 1 34BX00022000. NM 374554 MV F400 F40:. 0071024 C054943. My 12000293189 L+cenSed by NV9 OePI of Slate ON 53.89.1512 OK 053: OR 181587 PA 03273E R19448A : SC a998 rC FAC3387 6AC5501 TN 1160 1446 1650 Sub CE-0 65528 TX ACR2039 ECR1621 802140 ITT 570406& 6501 VA 27055087215A 11-5481 WA $IANLC S925Af2: WV 045296 On 96"Z2 YW LV4:;-231379 DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B STAR LEY STANLEY Convergent Security Solutions, Inc. Security Communication with the equipment installed on each floors head end cabinet locations. Se site map for possible head end locations per floor that were discussed with Steve Havert. Final head end locations per floor to be determined and agreed upon by Stanley Project Manager, Installing Technician, and POC Steve Havert. A customer provided Network connection will be required at each Mercury Panel head end location. (1) per floor head end location. Equipment and Materials Qty (3) SY-LP-1502 Intelligent Controller will be installed at (3) separate head end locations. (1) per floor and head end location. Qty (7) SY-MR-52-S3 Dual Reader Board will be installed across (3) separate head end locations. (3) Level 1, (3) Level 2, (1) Level 3. Qty (3) LSP-16DR-E6M1 Life Safety Dual Power Supply that can accommodate up to 8 Mercury boards. (1) per floor head end location. The 16 door LSP Power Supply & Mercury Board cabinets are being used for future expansion of card readers per floor. Qty (18) HID RP40 MultiClass SE Card Readers. (7) Level 1, (7) Level 2, (4) Level 3. Qty (18) DS160 REX Motions for Request to Exit. Qty (18) TP160 Trim Plates included for installation as needed. (7) Level 1, (7) Level 2, (4) Level 3. Qty (18) Electrified door locks for Access Control Locking Hardware. Specified and installed by Stanley provided Locksmith contractor. (7) Level 1, (7) Level 2, (4) Level 3. Qty (18) 190-12WG-W Recess Door Contacts. (7) Level 1, (7) Level 2, (4) Level 3. Qty (8) 454932AYW 500' spools of Access Control Composite Cable. Qty (9) FAS1075 12VDC 7AH batteries for backup power at head end cabinets. (3) Batteries per floor head end location- Qty (200) Access Cards - 200OPGGMN ICLASS 2K BITS ICLASS 2K12, PRGMD, F-GLOSS, B-GLOSS, MATCH #, NO SLOT•eMANDATORY PROGRAMMING INFO NEEDED: FORMAT, FACILITY CODE AND STARTING CARD NUMBER. Qty (1) Fargo OTC 1250E USB ID PRINTER, COLOR, DUAL-S;DED, USB INTERFACE, 100-240 VAC, 3-YEAR PRINTER WARRANTY- Qty (1) RDR-80081AKU RF IDEAS PCPROX PLUS ENROLLMENT READER WIICLASS BLACK with USB. (License Included) Genetec Software, Support, and Licensing Qty (1) GSC-SY-P Synergis Pro Base Package. Qty (1) GSC-BASE-5.8 Security Center Base Package with 1 Directory, 5 Security Desk connections/Web Client, Basic Plan Manager, Alarm Management, Advanced Reporting, System Partitioning, Virtual Server Support. Qty (1) GSC-5.8 Genetec Security Center Software Version. Qty (18) ADV--RDR-P-1Y Genetec Advantage for 1 Synergis Pro Reader 1 year per Reader - CUSTOMER RESPONSIBILITY: Not in Stanley Security Scope of Work. -110 volt AC power where required for each head end location per floor. -Provide and install all network/communication for Access Control System as needed for each head end location per floor. -Space to install equipment as required per this scope of work per floor. -As Built drawing are not priced in the quote. If Required, an additional investment will be involved and agreed upon by customer. -All work will be performed between 7:00 am to 5:00 pm unless otherwise agreed upon by customer and Stanley. Any work after hours will be considered as a separate agreement and billed accordingly. -Provide and install server(s) and workstations required to operate Genetec software for Access Control Management with LAN/WAN connections as required. -This quote does not include any requirements for ADA Door Integrations or Fire alarm integrations by AHJ. If required Stanley will invoice any required changes separately via change order agreed upon by customer. Slanier GtMrerueM Secwl!>t St4&05 LM LmnSe Irtfwmrior, faa p161-2019) AK 1003300 104697 AL 585 1275. 1322, 1472 Cwm,Wr45 may er *reek O to AL E1nYroruo Sew qy a,,.0 aluceslx+e 7050 Va qnn Rd McVoo." AL 361l5 t7343 20�-9788 �88E2 A2 ROC204B7i AR 0329" CAGY d0B1911 "uwKa Dy Ahertsis ad or Pwale LweviBalors am Pmade Se rly Agee , F1 Slate Poo PWa Dr. Lme Rork AR 12200 (501) 618•86W CA 45AW19 - 010 �CR:H.1 ACD0055. A�drm :nmpa,y operators are l ed are rg7u[aletl y the Bureau or Smu n' 3 —eagz" serrces: Dept o(Cuma ASTa.l SavameMn CA 95814 CT ELL fN94651-LS DE 04-15E- FAL-0001 FL FFOOM772 GA 439701 HI 35390; 1A AC-211 10 01583) 0227MAA'4 7L 1ZIW$274 KY 338 fLoumvftr LA Ft 162 Fd75 F1277 51931 MA 12737A. MD 107.1628. 759 N 51(73423. 36012076E0 MN TSW12X M8 157297-SC. 15024172 MT FPL•BEL-=132 NC 23471 SP•FAJLV 1839•CSA Agar SyWe:A5 LKenwV W 3101 inAusvW 61rve Ste 104 Ra"M NC 27" (9191766-5320 NN 04244_ NJ 10744A5 55944 Stug r Alen, Busm Lrc Y 00 3A BX022000. NM S745SA NY F400 FAO 0071024 005A943 NV 12000203169 Lge"SM by NYS r]10 !`A "e off 53-89-1512 Ott 953 OR 191567 PA A32738 R1 9448A TSC AM SC FAC3347 BAC5501 TN 11♦j(1 1448 1650 1446 CE•D L5525 TX ACR2639 ECF 1821 802140 UT 5704009- 6501 VA 2705087235A 1' 5461 WA STAJUL C592WZ! WY 045298 Y11 969322 WV LVv-23879 DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B STANLEY. Security STANLEY Convergent Security Solutions, Inc. (Advanced Service Options) in addition to the equipment and services provided for above, the following advanced service recommendations are offered and available as an additional measure of security. By selecting an ❑ption{s) below and executing this page, you are agreeing to the provision of such services pursuant to the same terms and conditions set forth above and at the prices listed herein. Advanced Service Recommendation Selected Service Name Service Description 'Additional Customer Of Total Authorization Quantity Monthly (Check Box to Fee Select Additional Services 1.00 Standard Service Plan Access Control Standard Service Plan (MONDAY - $316.25 FRIDAY, 8AM - 4PM) STANLEY STANDARD SERVICE {] PLAN COVERS LABOR AND EQUIPMENT COSTS DURING NORMAL BUSINESS HOURS. THE SERVICE PLAN CAN COVER ALL TYPES OF PROTECTION SYSTEMS INCLUDING INTRUSION ALARMS, FIRE ALARMS, CAMERA SYSTEMS AND ACCESS CONTROL SYSTEMS. THIS PLAN COVERS NORMAL WEAR AND TEAR, REPAIR OR REPLACEMENT. REPAIR OR REPLACEMENT OF EQUIPMENT DAMAGED BY THE CUSTOMER, ACTS OF GOD OR VANDALISM IS NOT COVERED. SERVICE LABOR RATES FOR AFTER HOURS WORK ARE NOT INCLUDED AND ARE BASED ON CURRENT STANLEY SERVICE LABOR RATE SCHEDULE. INCLUDES ACCESS TO THE STANLEY TAC 24X7)_ 'Amount is in addition to the Tow Monitily Fee Additional service will be adcW if accepted via authorized Initials Customer Initials 9Y5 AR I9 1-419j AK t003300. 104891 AL 993 1275 T322 1472 CLLginrs.nay Le 0r1MR-0 10 MaDa El 111w•CenSW C $e0"Y 8M9 m Ge- 795E Vaugnn Rd . Wrfto ery A-L g 254-9356. 4%Z AZ ROC204032Ids to301 TE {5T7 CMPY = 011 RegiaLood by Ar4rgn ad W Prime In vrn —M.oj l and Pr.@W Secutay Roi n sl Slate P,1 a Plaza 0, L %, Rpp AR 72209 C5011 B16AB00 cA Uawa - Cl0 LCO501 T- ACD90S5 alarm eur W,,y operators are ku.%e5 and regulated 1A rex a� & Se r ty 9 Ilh'es WI Se_*p Dept ql Cvn j Allays. SaaanXVM. CA 958 T4 CT ELC 01 aa51;$' DE 04-155. FAL•000I FL EF0000772 CA 439701 Ml 30390; AAC-211 It) 015530 022726 AA�4 IL. 1ZM01274 KY 336 tLuwcvali LA F1 t52 F375 F1277 61931 1AA 52737A MO 107.192E 2% IM $1OU23 M1207M MN TS001236. ■ S 19207-SC 15024, 72 !qT FPL-8EL-QXt32 NC Z3471-SP.FAIL V. 1939-C6p Alprrn Systems I-Wkt utg 9d 3101 1-4.0 0 D:r . $le 104 R~ NC 27E09 [019]799-5320 Nt1 04Z4-C kJ 1074485 554423 &xgldr Alain+ 8�less 1x P 348%000220M NM 374554 NV F400. F401. 0071024 E4 00943 NY 12000293169. u[elmed Cp 7 y NYS De! SI9Ie ON 53.69A T512 OK 9S3 OR ItlT567 PA 032736 R1944EA IBC 4N6 SC FAC3U7 BAC5501 TN 116U $414 1050 144E CE•D'e552a YX ASR2539 ECR 1621 302 110 UT 570cm- 9501 VA2705087235A 1-5451 WA STANLCS92WAZ2 WV 0.1S21A MB59322 WY LV-G-Z3879 DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B STANLEY Security STANLEY Convergent Security Solutions, Inc. Pricing and Deposit Terms The term of this Schedule is for a period of 64 Months from the date hereof and shall thereafter Total Installation Price": $75,123,55 USD renew as set forth in the Agreement to which this Schedule of Service and Protection ("SOSP') is a Schedule ("the Agreement'). Up -front Deposit': $0.00 Transaction Information: New Warranty Duration: 90 DAYS Escalation Information: 3°% after 36 Months Customer agrees that SCSS retains a security interest in the equipment until the full purchase price is paid. The quantities and prices reflected in this SOSP are based upon the estimated number of components specified in blueprints, site surveys, andlor other information provided by Customer and the options selected by Customer- The equipment and scope above are expected to cover the cost of installation as quoted herein. Subject to the terms of the Agreement. SCSS reserves the right to submit Change Orders and to recover any additional costs not previously quoted- Such Costs include but are not limited to, for example, additional costs that arise as a result of 1] any change to the scope of work or equipment stated in this SOSP; 2] extensions of time outside of SCSS's direct control: 3] changes in architecture, including IT infrastructure- that were not anticipated in this SOSP: 4) the undisclosed presence of asbestos andlor other environmental. health, and/or safety hazards; and/or 5) any faulty non-SCSS equipment that impacts the performance of the solution proposed by SCSS. Unless expressly agreed otherwise in the Agreement, SCSS shall have the right to submit invoices for progress payments based on percentage work completed. 'Prices do not include taxes' Michael Cunningham Security Representative Senior Security Sales Consultant Security Representative Title DocuSigned by: E� S� 6203C 6478466.. STANLEY Authorize onager (Sign) Eric Stapleman STANLEY Authorized Manager (Print) Payment Plan*: Balance Due Upon Completion": Monthly Service Chames Total Monthly Fee' Payment Frequency: Quarters - 25°% 125% 125°% 125°% $75,123,55 $66.65 USD Quarterly Customer (Sign) �) MIA Ce-ccA`—r,. Customer (Print) f Ae 1, Tkte Not Binding on SCSS without either Authorized Management Approval Signature or SCSS Begins the Installation or Services. PO Required by customer: ❑ 5 rim sed,rer WM. lire Lcense mroyrra" ias or a-7.201% AK 1003,= 104"1 AL 90 127a 1322 1472 CW1V "V3 may be erretw r0 Awlwr Ek.UMOw sac 6oar0 of L+censyre 795m Vaught Ra MoM ne y AL jelly M4) 2E4-9W. 48M. AZ ROC AR 7A?977 CMPY 0001911 Reg"eo y7 AA1 ' er6a5 Ra ot Pm�ate I ota aM RwOR Seamy Agenaes a1 S1ate PO4[ Ptaca or LNB Red. AR 72209 l501) 6184900 CA ase059 -CIO LCO5911 ACO905S. Alarm mmpnryoperrror5 art k Wd+e{j000d b71ne 3W d Sec m y 6 trwesrpwre Se.-nees. Dee d Cort6ianer A1Faes. Sacrxn vv. cA 95et4. CT ELC 019051 LS DE 04.t58 5AL-0001 Ft-EF0000772. LEA 4397g1 rlt 363W: IA AC-211 to 015e30. 022725•AA-4 IL IZ7001274 KY 33a (Lou WMM). LA Ffle2. F■75' P1277" 51931 AAA 12737A MID 147-1a28: 250 NN 5103423. 350120AM AIM TS001236 MS 19207-SC 15074r72 MTPPL$EL-0081;2 qG ZW1-SP-FAILV 1839-CSA. Wxrm SYVr 4 Xe Itlo 60 al01 rneuarui Owe Ste 104 Rowan MC 2709 M1%71E•5320 1We 04244- My J 107�6 95S4Z3 erlrglar warm 9usmass tx M 3/8X00022000 AIM 37455a AIY F400 F401 007102A OM4914S MY 12MM3100 Lcv.td 4 NY5 DW vl Slate OH 5349.1512 OK 953 OR 1e1S67 PA 022738 RI 9 4E T51- 4M. SC FAOSM7 eAC5501 TN I I 14" 1950 1446. CE•a 655" Ix AC17Z939. ECRt 621. B02140 UT 5704p56- 5501 YA 2705087235A 11-$C8$ WA 5, ANLC 9525M2: yYI10452Ba cot 95432Z YJY 4V�.r23a7p DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B STANLEY 5ecurity STANLEY Convergent Security Solutions, Inc. Addresses:Billing Street Address: Installation ■ ■ City State/Province Country Zip/Postal Code Attention Billing Contact Billing Phone Billing ID Special Handling Required N N N Notes for Special Handling Pp # Stanley Cwenj.Sf[un[r SolrAwns rnL,_ nse wfermabnn tas of 6• t.20I% Art IOQ3300 10091 AL US 1218 13Z2 T472 Comae Ms may be Wf eo ra ALabame Eleclronrc Secar" 8ean7 9f Lrcenaufe. 7Ql $ V91.ghn RA Mvnrprw ery. AL yero 36t SS {S34) 2 AL1386 466E2. AZ RoC,M,1975 AR 032977. CMPY.0001911. Regulated by A1kar We Be of Arrrale InreMFgAlWS aM Prryale Set�N4y Apex fles 101 S149 Pohm Plata L^1 i-dUe Rock AR 72209 %1) 618-BKG CA 6AWT11 , Lt0 L-co 9m 1 AC0605 Aim aonyfpny pperetors are texatsed and Ie9uLared by the 9x u o1 Se my 6 tnyesigabye Servers. DW al far er APf MS SaciamerAo. CA g5614. CT ELC 0184B51i5 OE 04.158 FokL.ONT FL EP0000772 GA 439701 19 36390; A AC,21' 0 015830. M72YAA-4 IL 127001274. KY 376 tLomsvdlel LA F1162. F675. F1277 61931 MA 1Z737A MO 107,1820. 258 W SSS7423 36012076W MN TSWT238. MS 19207-SC 15024172 MT FPL-8a-0001U NC 23471-SP-FAlL V 1838-C SA wane SyVWM ucrn V Be S7u1 Irm$u34dal Orne Ste 104 Raleph, NC 27609 t9 s9J76B,5320 NM IJ424-C. NJ 107H85 E5%Zy. Ow9lar ALRm Bu ess LC X UEIX000220M. NM 374554. NV 9400 F401 0071024. 0064943 w 12000M 199 LCeasBd by NY$Oe{4 of Slate OR "3 T512 OK 753 OR 161 S67. PA 432736 R19448a 7SC 4996 SC FAC3387 SAC354t TN 11W 1446 1650 1446 CE-685528 TX ACR76n FCR 1821 M?.140 V 57640W 550'' VA 2705087235A : * 5481 WA STANLCS97.5MZ; M 045M NA 969322 We LV„-23679 DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B STAN LEY Security STANLEY Convergent Security Solutions, Inc. Master Service Agreement No, Q-143710 This Master Agreement is made and entered Into this 24trh day of February 2020 between STAN LEY Convergent Security Solulions, Inc with Its Priropai piece of business located in 8350 Sunlight Drive. Fishers, IN 46037 (hereinafter referred to as'SC SS'I and City of Port Orchard, with its principal plots of business located at 216 Prospect 5t, Port Orchard, WA 95365 (hereinafter referred to as 'Customer'). This Master Agreement sets forth the generai terms and conditions for which SCSS shall provide services to Customer. SCOPE OF AGREEMENT. The instant terms and conditions shall apply to the following services sales and/or installation, including SCSS owned systems, Service Plans, Storage and Surveillance Solution and monitoring, as described in a Schedule of Service and Protection. ('Schedule') and/or Proposal requested by Customer and agreed to by SCSS. SCSS wilt provide the services at the lDcation(s) specified on the attached Schedule. If Customer purchases equipment, at the exp retion of the limited warranty, repair service will be on a time and material basis during the hours of Sam-dpm Monday through Friday, excluding holidays, unless Customer subscribes to a service plan described on the Schedule. Repair services for a SCSS owned system are described on the Schedule 2. Term. Renewal. and Expiration. This Agreement shall remain in force for an Inil i of Term of 60 Months from the date this Agreement is executed (the'Initial Term'). If Customer has existing locations currently using SCSS systems and/or services. the terms and Conditions of this Agreement shall cancel and supersede existing agreements at those locations After the Initial Term expires, this Agreement will automatically be renewed as consecutive terms of one year, except where prohibited by applicable law in which case the Agreement will renew from month to month, unless terminated by either party by the delivery of written notice to the other at least 60 days Prior to the anniversary date of the Initial Term During the Initial Term, the terms and Conditions of this Agreement shall control each location specified in a Schedule (a "new location") (or a period of 60 Months from the date the system first becomes operational at any such new location and will automatically renew as set forth above, unless terminated by either party by the delivery of wrAeri notice to the other at least 60 days prior to the anniversary date that installation on the location commences Provided, however, that if the Agreement has terminated or expired prior to the and of the tern of such new location, the terms and conditions of the Agreement (other than the renewal provisions (hereof f mall nevertheless be applicable to the rights and obligations of SCSS and the Customer, as to the providing of services to any such new locations Payment. Customer agrees to pay SCSS: A. For the Sala and/or installation of the systems as provided in the Schedule attached hereto. For arty equipment identified as "TKO' on the Schedule, Customer acknowledges that the purchase price for the equipment is incorporated into the Total Monthly Fee set forth on the Schedule and will be paid over the Initial Term of the Agreement. Customer therefore agrees that SCSS retains title to the equipment until the full purchase price is paid, which shall beat the expiration of the Initial Term of this Agreement SCSS agrees that upon expiration of the Initial Term, the parties may renegotiate the Toted Monthly Fee to ref ecl payment of the purchase price for the equipment B. For the mantoririg, and/or service of the system(s) as provided in the Schedule, commencing from the data of installation completion, which shall be the day said item of equipment is installed at Customer's location and/or is communicating with SCSS's moniloring facility lithe -Center'} as determined by SCSS ('Installation Date.') Customer also agrees to pay interim charges in the amount of approximately 1130"' of the monthly charges for each day from and inducing the data the system becomes operative until the first (10) of the following month Payments for services are due Quarterly in advance, Commencing from the first day of the month following the date the system becomes Dparalive C Customer agrees that at arty time following expiration of the first 36 Months of any Schedule, SCSS may increase the basic monthly charges for the Idcalion(s) specified on the Schedule, once a year, for the balance of the term and any renewal thereof Customer agrees to pay the full amount of such increase, which increase shall not exceed 3% percent over the previous twelve (12) months' basic ongoing charges 4 Liquidated Damages and SCSS's Limits of Liabilitv. A. The parties agree that SCSS is providing a system and/or service designed to reduce the risk of loss only, that the payments provided for herein are based solely on the value of the system and/or services as described harem and are unrelated to the value of any property located on Customer's premises. that SCSS is not liable for losses which may occur in cases of malfunction or nonfunction of arty system provided by SCSS or that SCSS is not Itable for losses which may occur in the monitoring, repairing, signal handiing or dispatching aspects of the service, even if due to SCSS's negligence or far lure of performance, that SCSS is not liable for losses resulting from failure to warn or inadequate training; that SCSS is not an insurer, and that insurance covering personal injury. property loss, and damage to and on Customer's premises must be obtained and/or maintained by Cuslomar-Customer understands that it is Customers duty to purchase such insurance: that SCSS offers several levels of protection and services and that the system and/or service described in the Schedule has been chosen by Customer after oonsidermg and balancing the levels of protection afforded by various systems and the related costs The Agreement shall confer no rights on the part of any person or entity that is not a party hereto, whether as a third -party benefictary or otherwise, with the exception of named indemndees in Article 4 herein IT IS AGREED THAT IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES WHICH MAY ARISE IN SITUATIONS WHERE THERE MAY BE A FAILURE OF THE SYSTEM ANDIOR SERVICES PROVIDED, DUE TO THE UNCERTAIN NATURE OF POTENTIAL DAMAGES ANDIOR VALUE OF CUSTOMER'S PROPERTY OR THE PROPERTY OF OTHERS KEPT ON THE PROTECTED PREMISES WHICH MAY BE LOST, STOLEN, DESTROYED, DAMAGED OR OTHERWISE AFFECTED BY OCCURRENCES WHICH THE SYSTEM OR SERVICE IS DESIGNED TO DETECT OR AVERT, INCLUDING LOSS, DAMAGE, 0R INABILITY TO 0R IMPAIRMENT OF ACCESS TO CtSTOMER DATA, INABILITY OF SCSS TO GUARANTEE POLICE, FIRE DEPARTMENT AND MEDICAL ALERT RESPONSE TIME, AND ESTABLISHING A CAUSAL CONNECTION BETWEEN THE SYSTEM OR SERVICE PROBLEMS AND CUSTOMER'S POSSIBLE LOSS OR INJURIES TO THIRD PARTIES THEREFORE, IF LIABILITY IS IMPOSED ON SCSS. ITS EMPLOYEES, AGENTS OR REPRESENTATIVES. FOR PROPERTY DAMAGE OR PERSONAL INJURY, SUCH LIABILITY SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE ANNUAL SERVICE CHARGE FOR THE PARTICULAR LOCATION INVOLVED OR $10,000 WHICHEVER IS LESS JIF THERE IS NO ANNUAL SERVICE CHARGE FOR THE PARTICULAR LOCATION INVOLVED, SCSS's LIABILITY SHALL BE LIMITED TO 5500-00). THIS SUM SHALL BE PAID AND RECEIVED EITHER (i) AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, OR (ii) AS A LIMITATION OF LIABILITY APPROVED AND AGREED UPON BY THE PARTIES- THE PAYMENT OF THIS AMOUNT SHALL BE SCSS's SOLE AND EXCLUSIVE LIABILITY REGARDLESS OF WHETHER LOSS OR DAMAGE IS CAUSED BY THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS UNDER THIS CONTRACT OR BY NEGLIGENCE, ACTIVE OR OTHERWISE, OF SCSS, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES. IF CUSTOMER WISHES SCSS TO INCREASE THE AMOUNT OF THE LIQUIDATED DAMAGES OR LIMITATION OF LIABILITY AS PROVIDED ABOVE. CUSTOMER MAY OBTAIN FROM SCSS AN ADDITIONAL AMOUNT OF L10UIOATEO DAMAGES OR LIMITATION OF LIABILITY BY PAYING AN ADDITIONAL MONTHLY SERVICE CHARGE TO SCSS, SUBJECT TO WRITTEN APPROVAL BY AN AUI-H0RIZED SCSS REPRESENTATIVE SETTING FORTH SAID TERMS. THIS CLAUSE WILL IN NO WAY BE INTERPRETED TO ESTABLISH SCSS AS AN INSURER. NO SUIT OR ACTION SHALL BE BROUGHT AGAINST SCSS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF THE CAUSE OF ACTION ARISES. C Since the parties agree that Customer retains the sole responsibility for the life and safety of all persons in its premises, and for protecting against losses to hisfher own property or the property of others in its premises. CUSTOMER AGREES TO INDEMNIFY AND SAVE HARMLESS SCSS, ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES, AND US BANK EQUIPMENT FINANCE IF US BANK EQUIPMENT FINANCE HAS PROVIDED ANY FUNDS IN RELATION TO THIS AGREEMENT. FROM AND AGAINST ALL CLAIMS, LAWSUITS AND LOSSES BY PERSONS NOT A PARTY TO THIS AGREEMENT, ALLEGED TO BE CAUSED BY THE IMPROPER OPERATION OF THE SYSTEM, WHETHER DUE TO MALFUNCTIONING OR NONFUNCTIONING OF THE SYSTEM OR THE NEGLIGENT PERFORMANCE OR NONPERFORMANCE BY SCSS OF ANY SERVICE PROVIDED BY SCSS. INCLUDING BUT NOT LIMITED TO. THE INSTALLATION. REPAIR, MONITORING. SIGNAL HANDLING, OR DISPATCH IN0ASPECTS OF THE SERVICE. D. With respect to SCSS owned systems, CUSTOMER EXPRESSLY WANES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A CUSTOMER UNDER ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE AND ANY RIGHTS NOW OR HEREAFTER CONFERRED UPON A CUSTOMER BY STATUTE OR OTHERWISE THAT MAY LIMIT OR MODIFY SCSS'S RIGHTS AS DESCRIBED IN THIS SECTION OR OTHER SECTIONS OF THIS AGREEMENT OR APPLICABLE SCHEDULE. $hamlet fe gmffn:1:: .- �nse :n: r.._. _:. A, N 5-1.20191 AK soC3300. 10091 AL 699 1279. 13221472. Canyamu may Ce dlr� 10 Nabsna Elect v c SewRy Board 01 Lixnwra 7956 Vaud}Tn Ra 11"gorrrery AL 36116 (334) 264.9385 48652 AZ RCIC2049T5 AR 032977 CWY WO 1411 RepWwed bi' A&Ansa6 gd of Private knvestg9tors and P-aie SAwidy ngery e* /1 State POW-e plaza br Late ROrA AR 7220e (5011151 S-WOD CA 8480* - C10 LCt35917 AC066s5 Alarm w lay operanws aro I.cmiledi aM toliwiated by me eurew d sawa r d Invealyahve Scrvlces. Dent of Cw rner MIA". Sa WWNv CA 95614 CT ELC.5164651-L5 of W-156. FAL-0001 FL EPOM772 GA 4.1970, HI 38390; PA AC•211 O Cl 563o: 0?27a&AA4 x_ 127001274 KY 338 (Lumvile) LA F1162 F1175 Ft277 6193h MA 12737A fob 107, 1626; 259. 9e 51 OM21 35D12016W ON TSD123a US 19201•SC 1 W241 72 itT FPL.BEL•000132NC 23a71-SP.FA'L V. 1859-0SA Hpm SySterm lrcem rq 9d 35o1 kn7usinM pima, ale 104 Rategm. NC 27649 t9}9}788.5320. NH 0424.0 rN 1o74485 359423 Burylu Alarm adsness 1x S 346x0007Z000 NM 374554 NV F400 F401 0071024 a064943 NY f 2000M 1139 LmeT%ad ay NYS L1ed of State ON 53.8E 15s2 OIL 953 OR 161$67 PA 027M RI 944SA TSC 4996 SC FAC0167 $AC 5501 TN 1180 s44S 1e50 1446 CE-0 65528 TX ACR26n9. ECR 1821 B02140 OT 5704066- 6501 VA 27o5PS 7235A 11-5431 WA STANLCS92510Z: MN 045298 Mn 969122 Vvy LV{.23679 DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B STAKLEY. Security STANLEY Convergent Security Solutions, Inc. Paragraphs A through D of this Article 4 shall apply to any other company or entity which, in addition to SCSS. furnishes, as a subcontractor, or otherwise, any installation, monitoring or other services provided hereunder F Limited Eculoment Warranty. Where Customer purchases a security System under this Agreement, SCSS warrants that the equipment will be free from defects in material and workmanship for a period of 9D DAYS from the date the security system is placed into operation. if, during this warranty period, any of the equipment or parts are defective or malfunction, they will be repaired or replaced, at SCSS's sale option, free of charge, Warranty repair Is done Sam —4 pm Monday through Friday, excluding holidays. This warranty will not apply if the damage or malfunction occurs because the system has been adjusted, added to, aftered, abused, misused or tampered with by the Customer, operated or used Contrary to the operating instructions, software is used with an operating system other than that specified by SCSS of is original equipment manufacturer (*OEM"), performance issues relating to the use of Customer's data network[sy, power fluctuations, or arty other Cause not within the cause or control of SCSS If inspection by SCSS faits to diarlose any defect covered by this limited equipment warranty, the equipment will be repaired or replaced at Customer's expense and SCSS'a raguW service charges will apply. DISCLAIMER OF ALL OTHER WARRANTIES. WITH THE EXCEPTION OF THE FOREGOING LIMI TED EQUIPMENT WARRANTY, SCSS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THAT THE SYSTEM OR SERVICE SUPPLIED MAY NOT BE COMPROMISED, OR THAT THE SYSTEM OR SERVICE WILL IN ALL CASES PROVIDE THE PROTECTION FOR WHICH 17IS INTENDEO- IN NO EVENT WILL SCSS, ITS EMPLOYEES - AGENTS OR REPRESENTATIVES BE RESPONSIBLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER SCSS MAKES NO WARRANTIES CONCERNING ANY EQUIPMENT OR DEVICES ATTACHED TO CUSTOMER'S SYSTEM UNLESS SUCH EQUIPMENT OR DEVICES WERE ORIGINALLY PURCHASE AND INSTALLED UNDER THIS AGREEMENT STATE LAW SOME STATES DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES. OR A LIMITATION ON THE DURATION OF IMPLIED WARRANTIES. SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. THE WARRANTY PROVIDES SPECIFIC LEGAL RIGHTS AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE. Miscellaneous Charges and increase in Chamas A Customer shall pay any City, State or Federal taxes, fees or charges which are imposed upon the equipment, the installation thereof or performance of the services provided for herein, including any increase in Charges to SCSS for facilities required for transmission of signals under this Agreement. B At SCSS's option, a fee may be charged for any unnecessary sennce run or false alarm If Customer or SCSS is assessed any fine or penalty by any municipality, Tire, or police department as a result of any false alarm, Customer shall pay the full amount of such fine or penalty. If, following an investigation at Customers request, it is mutually agreed that a false alarm was caused by SCSS, the amount of the fine or penalty paid by Customer shall be credited to Customer's account- C The payments set forth in the Schedule referenced in paragraphs 3.A. and 3.S. include telephone company line charges if required. SCSS may immadiately increase its monthly charges to reflect such increased line charges for the Customer facility Covered by this Agreement Customer shall also pay any telephone company toll line charges incurred by tree opara9on of the system ❑. Installation charges set forth in the Schedule assume installation will be performed during SCSS's normal working hours and using its own personnel. If Customer requests the installation or any part thereof to be performed outside ordinary business hours, or if the installation must be performed by outside Contractors, or if SCSS's wage rates do not apply as a result of prevailing wage conditions, or otherwise, then the installation charge will be adjusted accordingly. E If any Governmental agency requires any changes in the system originally Installed, Customer agrees to pay tar such changes It is Customers responsibility to obtain alarm use permits, required by the local jurisdiction F The prices quoted for the alarm system are based upon the number of components, type of security and servhoe specified In the Schedule Should Customer request or require additional prolecthon, security devices or services, this may affect the final contract price Cost associated with conditions not apparent at SCSS's initial survey and for delays other than caused by SCSS will be bone by Customer at SCSS's then Current rates, G Failure to pay amounts when due shall give SCSS the right to charge interest at the rate of I A% per month, or other maximum permitted by law, on any delinquent balance. A balance becomes delinquent thirty (30) days after payment is due under Article 3 Further Obligations of Customer. A. Customer shall not tamper wrt1, alter, adjust, add to, disturb, injure, move, remove or otherwise interfere with equipment Installed by SCSS, nor shall Customer permit the same to be done by others. It isfurther agreed that it any work is required lobe performed by SCSS due Ia Customers breach of the foregoing obligations, Customer will pay $CBS for such work in accordance with SCSS's then current prevailing charges CUSTOMER SHALL INDEMNIFY AND HOLD SCSS HARMLESS FROM AND AGAINST ANY CLAIM ARISING OUT OF SUCH TAMPERING, ALTERATION, ADJUSTMENT. ADDITION TO, DISTURBANCE, INJURY, MOVEMENT, REMOVAL OR INTERFERENCE WITH SUCH EQUIPMENIT AND FOR THE INTERCONNECTION BY ANYONE OTHER THAN SCSS OF ANY EQUIPMENT OR DEVICE TO ANY SCSS EQUIPMENT. B For those premises where SCSS is to provide man taring, Customer shall furnish SCSS a list of the names, titles, telephone numbers and slgnalures of all persons authorized to enter the premises of Customer during scheduled closed periods and shall be responsible for updating such lists. In cases of supervised service. Customer shall also furnish SCSS with an authorized daily and holiday opening and Closing schedule C Customer shall set the alarm system at such times as Customer shall close its premises Customer shall test the alarm system prior to each closed period and shall immediately report to SCSS any Claimed Inadequacy in- or failure of, the system. Customer shall perform a periodic walk test of any motion dejection equipment used on the premises O Customer shall permit SCSS access to the premises for any reason arising out of, or in connection with, SCSS's rights or Dbligatiaos under this Agreement M21,e. 9rtYetnrrtr 3ecurpy $9lkll,Rls Inc L ceasc :rrrwrruLw lay d 6I.20191 AK 1 oa330a 10498r AL eW. 1278. 1322 1472. COWPamts may be ONOCIed to Aa� Eleur%ic SeUXXV Board of L.6er i* 7954 V40V-i Ro Moig9w ery. AL 34t16 au) 284-93W. 48ee2 AZ ROC204975. AR 032977. CMPY ode 1851 ReguMM pr Aekw&n 80 of Pr are l+n esugators and Prlvare Batumi Agerc . it Shoe PNKe Plana Or LAW Rook AR 72299 (591) ti T5,M0d CA 54M 10 Cf4 LCO54t 1, AC06055 AM" UmpaW operviom we licensed mia mguLaw by the Bureau Or Seaway 6 Irn*s!"B Services Dept. 0f Cu115umer Affa4s Sarxarnento CA ff5814 CT f:LZ: 01 Ua4 L5- DE 04.158. FAL-0007 FL EFWM772 GA 4n7ot M 3539C eR AC-211 tb 0+5a30 022786AAd IL 12700T274 KY 308ILa�yyl6ej LA F1 T62 F675, Ft277. 61931 MA :2737A MO 107-ra24 259 W 5103423 36a12074a0 MN TSM 12W M3 T9207.SC 15024172 MT FPL$EL-000132 NC 23471.SP•FAILV Te39-CSA warm Systems Lroelurq Rd. S10s rnDire OleMrW Sle 104. Rala,On NC 27a09 E919i78$-5320 UN d424-C NJ 10744a5 5%423 Burgref Warm SuWI y5 Ix 0 348%90022000. NM 37455W NV F4oG F4e1 OD7h02A 00a4943. NY 120OD293169 Licensed by NYS DeV o1 Sucre off 53-W 1512 OK n3 OR 16f 561 PA'332734rp 944sA ?SC 4M SC FAC3387 5AC5501 TN I TW 1448 1650 5446. CE-D 65528 TX ACR2639 ECR 11121 802140 tjT 570404& 5531 VA 2705087Z.5A T1 54a1 WA STAW_CS925VZ: WV 045298 WI 949322 Wx LVr,-23870 DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B STANLEY Security STANLEY Convergent Security Solutions, Inc. E Should any part of the system be damaged by fire, water- lightning, ails of God, third -parties or any cause beyond the cantrd of SCSS, any repairs or replacement shall be paid for by Customer (ordinary wear and tear excepted in the case of an SCSS owned system). F Any claim by Customer of Improper installation or failure to comply with Customer's specifications shall be made in writing to SCSS within ninety (90) days of installation Completion. Such obligation shall not waive Customers warranty rights under Article 4 F , Limited Equipment Warranty G. Customer represents and warrants that Customer Is the owner of the premises or, rf not, that the owner agrees and consents to the installation of the system on the premises. Customer shall indemnify and hold SCSS harmless from any losses or damages, including attorney fees, resulting from breach of such representation and warranty, or from SCSS's inability to recover SCSS owned system Components when Customer moves out of the premises H. For those premises whore SCSS is to provide central station sprinkler supervisory and water flow alarm or automatic tins alarm service, Customer warrants and agrees that all alarm valves - gate valves, tanks, pumps, compressors, inspector test connections, or other elements of the sprinkler system as now installed or to be installed, are, or will be, corrected at Customers expense so as to be acceptable to the insurance and other authorities having lunsdivion when equipped with SCSS's signaling devices. Customer further agrees to fumish any necessary water through Customers meter and at Customer's expense. to piece hoods over any open forges or fires, and to pipe all boiler blow -offs and steam exhaust outside the premises to be protected I It is mutually agreed that the Customer assumes full responsibility for the operation of any and all bypass or switch units provided for di sconneCting or reconnecting the alarm sounding andtor transmitting equipment at Customers premises. J. Customer represents that, except to the extent it has given SCSS written notice prior to the execution of this Agreement. (i] the work andlor services to be performed hereunder are not subject to any Federal, Stale or local prevailing wage statute or regulation, and (hi) to the best of Its knowledge there is no asbestos or presumed asbestos-ccntaining material, formaldehyde or other potentially toxic or hazardous material contained within, or in, on or under any portion of any area where work will be performed under this Agreement. If such materials [whetter or not disclosed by Customer] are discovered and such materials provide an unsafe or unlawful condition, such discovery shall constitute a cause beyond SCSS's reasonable control and SCSS shall not start, or continue, to perform its work under the Agreement unlit Customer has remedied the unsafe or unlawful condition at Customers sole expense CUSTOMER SHALL INDEMNIFY AND HOLD SCSS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, COSTS AND EXPENSES OF ANY KIND (INCLUDING ATTORNEYS' FEES) FOR FINES, PENALTIES- BACK WAGES- BODILY INJURY, PROPERTY DAMAGE, DELAY OR WORK STOPPAGE THAT ARISES UNDER OR RESULTS FROM A BREACH OF THE FOREGOING REPRSENTATIONS (REGARDLESS OF WHETHER OR NOT CUSTOMER DISCLOSED SUCH MATERIALS TO SCSS) K Customer agrees that SCSS may conduct a Credit investigation and review or provide a copy of the Agreement or related inkxmetion to US Bank Equipment Finance for the purpose of evaluating credit In such event, Customer shall provide, in a timely manner, such Financial information as SCSS may request Customer represents and warrants that all such financial informal ion accurately and completely presents Customer's financial condition as of the date of execution of this Agreement. L Customer hereby authorizes SCSS to execute and file financing statements andlor Continuation statements under the Unifbmt Commercial Code on Customer's behalf and to file such documents in all places where necessary to perfect SCSS's Interest in the equipment. Customer agrees to execute any such instruments as SCSS may request from time to time. Further Clot igations of SCSS; Limitations A Neither party shall be held responsible or liaole for delay in installation of" system or interruption of service, due to strikes, lockouts, riots, floods, fires, lightning, acts of God, or any cause beyond the control or such party. including interruptions in telephone service. SCSS will not be required to perform installation or supply service to Customer while arty such Cause shall continue. B 0 Customer has substrbad to monitoring service, the system wi0 be connected to SCSS's Center. Urdess specifically requested otherwise by the Customer and approved by SCSS's Center, when a burglar alarm signal from the alarm system is received, the Center will first try to telephone Customers premises, and if there is no answer then will try to telephone the first available person on Customer's emergency call list. to verify whether or not an emergency condition requiring police response exists- If there is no answer to both of these calls or the person contacted indicates that an emergency exists, the Center wit attempt to notify the police department The Center will also attempt to Contact someone on the emergency call list to advise them that the police have been notified. When a fire alarm, hold-up alarm or duress alarm signal is received, the Center will attempt to notify the polioe or fire department or other emergency personnel and the first available person on the emergency call list When a non -emergency signal is received. the CenW will attempt to contact the premises or the first available person on the emergency Call list but will not notify emergency authorities The Center reserves the right to use automated notrfication procedures in lieu of phone Call notifications for non -emergency signals unless expressly prohibited by local authorities If Customer requires phone nori5cation for non -emergency signals, Customer agrees to subscribe to such service and an additional fee may apply Phone notification for non -emergency signals will be made during normal day4ime hours unless expressly requested otherwise by Customer The Center may choose not to notify emergency personnel if it has reason to believe that an emergency condition does nor exist SCSS and Customer are obligated to comply with all notification and response requirements imposed by govemmentaI agencies having jurisdiction over the system SCSS reserves the right to discontinue or change any particular response service due to such governmental or insurance requirements without notice. Customer consents to" tape and video recording of telephonic and video communications between Customer's premises and SCSS, and will inform its employees and third parties that such recordings are authorized If Customer's police or fire department now or in the future requires physical or visual verification of an emergency condition before responding to a request for assistance, Customer agrees to subscribe to such service it provided by SCSS, or otherwise comply with such requirements, and an additional fee may apply for such servioes C If video equipment is installed, it may be integrated into the system and, upon activation, will send a video transmission to the Center The Center will First attempt to verify the nature of the emergency by viewing the video If the Center determines that an emergency condition exists, it will try to first telephone the premises, if available, and report the emergency condition 0 there is no answer or the person answering confirms the emergency Condition, then, based upon the nature of the emergency condition, the Center will notify the proper police or fire department or other emergency personnel, and the next available person an the emergency Call list 0 "Center determines that an emergency condition does not exist, or the vbdea is inconclusive, the Center will use the notificalion proceduras set forth in paragraph 78 above Customer understands that, if the system installed is monitored, due to the nature of the method used for communicating alarm signals to SCSS's monitoring center, there may he times when that communication method is not able to transmit signals and SCSS will not receive alarm signals. Digital communicators use standard telephone lines and SCSS does not receive signals when the telephone system becomes non -operational or the telephone line is placed on vacation status, cul, m or -fared with or otherwise damaged. There will be times when any radio frequency method, such as cellular, public or private radio systems or Internal based service, cannot transmit an alarm signal due to lack of signal strength, network congestion, or availability of a communications channel Similarly, any other type of communication method installed under this Agreement also can experience an inability to Communicate alarm signals Customer understands that SCSS offers several levels of communication methods of alarm signals to the monitoring center and that the Semoes described an the Schedule have been chosen by Customer after considering and balancing the levels of protection afforded by various communication methods and the related coals. Customer acknowledges and agrees that Customer is solely responsible for the selection of the type of communication method and whether the utilization of more than one communication method is required Communications networks provided by independent tamers or providers are wholly beyond SCSS's control and are maintained and serviced, solely by the applicable Carrier or provider Customer agrees to reimburse SCSS for any costs incurred to reprogram the communicator because of area Code changes or other dialing pattern changes. If telephone service is used, the use of DSL or other broadband telephone service may prevent the system from transmitting alarm signals to the monitoring center andlor interfere with fie telephone line -seizure feature of the system. Such services should be installed on a telephone number that is not used for alarm signal transmission. Cuslomer agrees to notify SCSS if Customer has installed or intends to install DSL or other broadband service- IMMEDIATELY AFTER THE INSTALLATION OF DSL OR OTHER BROADBAND SERVICE, THE SYSTEM'S SIGNAL TRANSMISSION MUST BE TESTED WITH THE MONITORING CENTER. sterile Conve oe n Sa xr sa a o s Inc Lcense iMor auan [a4 or 8-1.21119) AK 1003300. 104691 AL ON ins Ia22 T472. Canplarxs fnNr De ureped m AuaDama EWCJ!Wrc 5e ftty Ward a 1- one 7aa vaurn rid srcanpomey. Al. 38715 (334) 264.93ad ASW AZ RpC204975 Alt 032977 CMPY sae 191 T Reprialed G7 Arkan6as lid of arwate hweadgak" and Rrxiiee Security Agencies. 01 SLVe Pn6cv Playa pr Little Rock AR 72209 (WIr 816.8600 CA 84110119 • C10 1.005911 ACD5055 Alarm .ampany operin r are licensed aria mgualed Ly Vie Rureau cif Security S lnvestpatrre ServK Deck at Cvrwmer Arfaxa Sav-arfleniv. CA MI CT ELC 01 sf851-L5. PE 04-158. FALL0001 FL EFDOW772 GA 439T01 4 18390; to Ac-211 to 015a30 022726•AA4 IL 12700t2T4 KY 338 lLnur Ae) LA F11a2 F875. 91277 61931 MA 12737A pip 107.tg28. 259M 5IC34M 30012075K MN T5001238 Me 19207-SC 15024172 MT FPL,SEL.o00t12 NC 27471-SP•F67L V. Ie39-C SA Wrm SyMMS ij. sing 90 31 g1 Industnai DrNe Ste 104 Ralegh NC 276M M9}7ea-5320NH 0424-C NJ 1074485. e59423. Bwplar A:a" Bu3iriere Lr 0 3ARx00022000. NM 374VA Mr F400 F401. 00 F T024. 9054943. M' 12000293 59 t,cerard 47T NY$ Dept ar Stile PH 53-IIW IS,2 OK 963 OR T61567 PA 012736 R19446i TSC AM SC FAC3387 BAC5541 TN i150 h446. 1860 1446 CE-D 655211 Tx AC R2639 ECR 1821 302140 UT 570405d- SW VA 271MOST2.1SA 11-54a1 WA STANLCS92WZ' WV 045298 W 969322. WY LV-G•2367g DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B STAALEY. Security STANLEY Convergent Security Solutions, Inc. E. For those premises with a direct Connection to the police, fire department, or other agency, it is muWaIly understood and agreed that signals transmitted hereunder will be monitored In police and/or fire departments or other locations, and that the personnel of such police andlar fire departments or other agencies are not SCSS's agents, nor does SCSS assume any responslbility for the manner in which such signets are monitored or the response, d any, to such signals SCSS shall not be responsible for the replacement of equipment or parts no longer commercially available to SCSS G If a service plan or software support option is selected by Customer. SCSS will provide and Install software upgrades as they became commercally available, during normal SCSS working hours Software upgrades that do not affect the Customer's current operations, as solely determined by SCSS and the OEM will not be installed by SCSS. In the event the Customer elects to have someone other than SCSS Install the software upgrade. the Customer shall assume any and all liability for any damage caused pursuant to the installation Service and upgrades for third party software not supplied by SCSS are excluded from this Agreement. Title to Equipment and Use of CS -owned E ui ment• Proprietary Protection. A Any SCSS owned equipment installed on the Customers premises shall at all times remain solely the property of SCSS and Customer agrees not to permit the attachment thereto of any equipment not furnished by SCSS If Customer purchases equipment, Customer agrees that SCSS retains a security interest in the equipment until the full purchase price is paid It is further understood and agreed that SCSS may remove or abandon all SCSS owned equipment, Including all wiring installed by SCSS, in whole or in part, upon termination of the Agreement by lapse of time, default of any moneys due hereunder, or otherwise without any obligation to repair or redecorate any portion of the protected premises, provided that such removal or abandonment shall not be held to constitute a waiver of the right of SCSS to Collect any charges which have accrued hereunder Customer shalt have no right, title or ingest in the equipment outside of the leasehold interest Created by the SCh$dl+je B. Customer shalt keep all SCSS owned equlpmerrt at all Ilmes free and clear from all Iions, daims, levies, encumbrances, security interests and processes. of any nature whatsoever. Customer shalt give SCSS immediate notice of any such attachment or other judicial process affecting any of the equipment Without SCSS's written permission, Customer shall not attempt to or actually. (i) pledge, land, creole a sec: i interest in, sublet, exchange, trade, assign, swap, use for an allowance or credit or otherwise, (a) allow another to use; (iii) part vnth possession, (iv) dispose of: or (v) remove from the Iocatbrl of installation, any item of equipment. If any item of equipment Ia exchanged, assigned, traded, swapped, used for an allowance or credit or otherwise to acquire new or different equipment (the "new equipment') without SCSS's prior written conser7t Ihen all the new equipment shall become equipment owned by SCSS subject to this Agreement and the applicable Schedule C Any computer application program and/or documental ion, collectively referred to as -Software', that is provided by SCSS under this Agreement, is owned by SCSS, its affiliates or one of its OEMs and is protected by United States and international copyright taws and inlematlonat treaty provisions. Any breach of this Agreement will automatically terminate the Customers right to use this Software, and the Customer Is obligated to immediately return such Software to SCSS Customer" not Copy the Software for any reason other than per the dictates of any end user software license agreement. Customer may not reverse -engineer, disassemble, decornplle or attempt to discover the source code of any Software Customer acknowledges that any breach of this section shall result in irreparable Injury to SCSS for which the amount of damages would be unascartanable Therefore. SCSS may in addition to pursuing any and all remedies provided by law, obtain an injunction against Customer from any court having jurisdiction, restraining any violation of this section 9 Termination. A. SCSS may terminate this Agreement as follows. i) Immediately, in the event Customer defaults In the performance of any of the terms and conditions of this Agreement. including the failure to make any payment as agreed herein, and fails to cure or remedy the default within thirty (30) calendar days after receipt of written notice from SCSS specifying such default. Notification by facsimile, U.S marl or by Courier shall W acceptable Upon such lermi nation for default, the balance of all moneys due and for the unexpired lams of this Agreement shall become immediatety due and payable, together vnth interest at the maximum legally allowable role, or ii) Immediately, in the event SCSS's monitoring center, the telephone tines• wires, or SCSS's equipment within Customer premises are destroyed or so substantially damaged that it is Commercially Impractical to Continue service to Customer's premises; or iii] As provided in Article 2 relating to expiration. B. Customer may terminate this Agreement i) Immediately, upon written notice for any individual location in the event any Customer location is, by any cause beyond the control of Customer, destroyed or so substantiality damaged that it is commercially impractical for Customer to continue any operations at such location, provided that if the Customer is using SCSS owned or TKO equipment, the Customer must pay SCSS all payments remaining to be made under this Agreement through its scheduled expiration, or ii) As provided in Article 2 relating to expiration C. Upon termination of this Agreemeril, Customer shalt permit SCSS access to Customer's premises in order to deactivate the telephone line signaling device andlor to remove the equipment pursuant to Article 8 10 AasionnionG This Agreement is not assignable by the Customer, except upon written consent of SCSS first being obtained. SCSS shall have the nght to assign this Agreement, or to subcontract any of the obi Igatldns under the Agreement, without the consent of, but with notification to, the Customer 11 Insurance and Waiver of SubMW12n. Customer shall obtain, and maintain, insurance coverage to cover all tosses, damage, or injury, related to or sustained by Customer in connection with the services provided by SCSS For all losses. damage or Injury above the limits set forth in Paragraph 40, Customer shall look solely to its Insurer for recovery of Its loss and hereby waives any and all claims for such loss against SCSS. Customer agrees to obtain insurance permitting said waiver without invalidating coverage 9ath parties do hereby for themselves and for other parties claiming under them, release and discharge each other from and against all claims arising from hazards covered by insurance, it being expressly agreed and understood that no insurance company or insurer will have any right of subrogalion against either party 12 Sewrability. and Savings In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, void, illegal, or urreMorceaWe by any court, arbitrator, or governmental agency the remaining provisions of Urals Agreement shall remain in full force and effect, and the invalid, void, illegal, and/or unenforceable provisions) shale survive to the extent not so held 13. Non -solicitation During the term of Inis Agreement and for a period of riot less than one (1) year following its expiration or termination- both parties agree not to sollot as an employee, consultant, agent, suhcdrnractor and/or representative (hereinafter "Employee') any person who Is an Employee of the other party at the time of such solicitation. If this covenant is breached, the non -breachirig party will be entitled to Injunctive relief to be issued by any Court of equity having jurisdiction to enjoin and restrain the breaching party and the subject Employee, and each and every other person concerned therein from further violation thereof, and In addition thereto, if a court finds a violation of this clause• the non -breaching party will be emilled to liquidated damages• due to the difficulty of proof of actual damages, against the breaching party in the amount of the hired Employee's fully loaded salary, including benefds, bonuses, commissions, stock grants, the cast of training and other similar fully loaded elements. Both parties acknowledge that such amount is reasonable, not a penalty and not dispropodociate to the presumed Investment In the training of such Employee and the damages suffered by the non - Sa11Ey Cm•.ervrm ;�rn,r Sduuarrs Irk �oense in as it 6.1.2019) AK -•i•]33X 104591 ILL 838 127a 1i22 147E - •� ...: - _.. .: _ .. ;: _ ,...... '056 aaugror Ra. Moeppmnery A, 3a116 ta34/ 284- 93sa "W AZ ROC20497s AR 032977 CMPV 00C 1911 Requia� -o oy An ar,$as ad at Pnvsee +mesryslvrs era P rasr li—:AV :ye nets 91 31a!e P. Jn P:aca ;Jr , 1!rle Rou AR ''2e0H :510t1 a18-9aed CA 154W8 - C10 LC0%1 f AC06055 A40M opmptny ppplarprs are 1.rX and and regulalint ny the aurrau of security S Im,Y511gaLyt Sonnets. Vept of Careyrmer AiTairs $auarnenrp CA 95E14 CT ELC 0164e51 -L5 OE 04-15e FAL-0e0p FL EFDWU777 CA 439701 HI 30390; to AC•21 t lid 015530. 112212&AA-4 IL 127001274 KY 13e (Loumville7 LA F 1162 F675 FSZ77. 81831 MA t7737A AAO 1o7.1820. 2% 14 510a423 3801207aa0 MN T500 t236 Ma IS207•SC/5024172 MT FPL-Ra-M132 NC 23471.SP.FA4 V. 1e39-CS•A Alarm Sy&Sm5 Lcerlsvp W 3701 4usinae Once Ste 1d4 Rak%l;h NC 216M i9 tp1J7aa-5320 NH 1f424,C NJ 1074"85 859423 SW91W Alarm 9uSiaM Lit a 349XDW22000 NM 374554 NY F400. F401 007, 024 00"W. W 1200020189. L'ON"ad by NY$ cep u1 Suw ON 5341LL1512 OK 953 OR 16 156 7 PA 032738 RI 94. A 4M SC cAC3387 R&C55o1 IN t t150 1µe 11550 141E CE-p sss28 TX ACR2639 ECR 1821 802140 UT 57040e8- 9501 VA2705o67235? 11-54a1 WA5TANLC592WZ=1W645299 W19g9322 vVLVG•23979 DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B STANLEY STANLEY Convergent Security Solutions, Inc. Security breaching party. Solicitation through advenisamerrts directed at the general public or through 'head hunters' who contact a party s employees without the party's knowledge will not be considered solicitations for purposes of Iris paragraph. 14. Trial by Jury Both parties to this Agreement, knowingly, voluntanly and Intentionally waive any right they may have to a trial by fury In respect of any litigation arising out of, under, in connection with, or relating to this Agreement 15 Choice o►Law This Agreement is entered Into in the State of New Yer1[ and shall he Interpreted. enforced and gavemed under the laws of the State of New York without regard to application of conflicts of laws principles that would require the application of any other law 16 Entire Agreement. It is agreed to and understood by the parties that this Agreement, and the attached Schedule and Exhibits, constitute the entire Agreement between the parties, and supersedes and replaces all other prior understandings or agreements, whether oral or written, relating to the services covered by this Agreement TN3 Agreement may riot be clanged, modified or vaned except in writing, signed by an authorized representative of SCSS It PS understood and agreed by and between the parties hereto, that the terms and conditions of Lhis Agreement shall govem notwlthslanding any additional or inconsistent terms or conditions contained in any purchase order or other aocument submitted by Customer This Agreement s !1 not become binding on SCSS unlit approved and accepted 's management as provided below Customer hereby acknowledges that it has read this entire Agreemenl and agrees to be bound by all its terms and conditlons Security Representative Senior Security Sales Consultant Security Representative Title DocuSigned by: �'Z03CEC56 ... STANLEY Authorized Manager(Sign) Eric Stapleman STANLEY Authorized Manager (Print! Customer (Sign) Customer (print) 1. � j bt r6j+cc- We Not Binding on SCSS without either Authorized Management Approval Signature or SCSS Begins the Installation or Services. PO Required by customer: ❑ tm er e. 1 •2019)AK 1W33M 1' E91 AL ESE 127E 1322. t472 Conlpemis may be orwea to Aiatwna Ftedrorac Seciinly Bvau !ifrf LSAnwre 1256 VauS11n Rd Mof tgo ery, AS. 38178 t334] 28E-9388. 4"a2 AZ RoCzoa7s AR 432477 C4►W WO I;i t RpWjwe4 bT A1saMas ad W Pwate Irrye9ry9 Ws W;d Perale Secwft A9errr e} 81 5;mt Pc*L Plaza X Lr.ke Rock AR 72209 I$011 619.%00 CA SW19 • C10 LCg5911 AC06055. Alarm won y operators xe Ari sM !Intl mgLAWed try the Bweav d 50 uf4y a Iffrarti9sure Sernces Dept of Ce irrler A1fae5. SacramdaO. CA 9W 4 CT FCC 01 Sa657.L5 VE 04.15E PAL-O W1 FL EFW W772 GA 4397Qf IV 3639, 1A AC-211 10 015330: O22725,AA-4 IL IVW 527a KY 3W (-ou rarae) LA F11 U. FE7S. F1277 61931 MA t273YA Md 11)71. T M 259 W 5103423 360I?WSW UN T500123S 1RE 19207-SC I5WAI72 M7 FPL43EL•000132 NC 20471-„^.P-FA+LV 1834CSA. Alarm Systems Lr_"rlq 9A n3l)I In&OM DMV. ae 104. ROWO. NC 276N 012)798,5320 Nfi 0424-C NJ 10 r4485. 659423 Bwgk r A arm Busies Li it 34SX00022000. kV 37455E W F400 F401 007$W4 OOE4943. NY 12000293 t69 LrcensW Lry NVS Dept W Stale pk 53.99.1i12OK 953 IDR 151587 VA 032736W 944EA. TSC 49" 6C FACS3l7 BAC5501 TN It 50 1"a 1650 1446 CE•V 855M nC ACR2d9B 6CR$821 602W VT $?CeOB& 6501 VA27050E7215A 1v-549l WA$TANLC5G251WI£: W04529E VAge=! VYV LVim.-21879 DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B STANLEY Security STANLEY Convergent Security Solutions, Inc. Addresses: Street Address: InstallationBilling ■ices Recurring Services Invoices Time & Material Invoices City State/Providence Country Zip/Postal Code Attention Billing Contact Billing Phone Billing la Speciai Handing Required N N N Notes for Special Handling PO # ElC Yrr4CfM °�-Du:ly Solunops,l • L�nse lnlwnaUen lay 4 &1-2019+ AK 109$3W. tpsd91 µE M 1279. 134 1472 Comple�rk5 Tay oe �,an p w Name & fi�ev C SE Wy BOW43 y 1�r$1s.lm T955 Vawghn Rtl Montgomery AL ]61 f6 (y34] 264.93W. 4WV AZ ROC2O4975 AR 012977 CMFY DOO 7911 RegWued Dy Arkansas 84 0l P!p" P"09 galarg and P"Wa[6 Secnnly Aq—n a1 Seale Pabc place tar Lave aod, AR 72209 (60 t) 016d6D0 CA "W19 - C10 LCIO%l I AC06055 Alarm pae1' Dyer-dlors are I.CeleS[U and fFfgylalad DY 1Me 9urean of 5e[+1rsy S 1nre5UQajlye Sety ms Dept of Consumes' Alfaes PaCr'n% r' ±A 95814 CT ELC at81 6 1 t5. DE 04.1 S■ PAL -Opel FL EFOOW772 GA 439701 W 36390; IA AL-211 M 015936 OZZ726•AA-4 IL 127SN71274 KY 338 JLmi Oe] iA F1 JU. F675. F1277 61931 MA 12737A MD 107,1828 259 MI 51 D3423 36p1207680 MN T5pp1238 MS 192O7-SC. +5024172 MY FpL.BgL.ppO13Z NC Zy471•SV•FAiLV. IS39•CSA. Alarm Sysrems LxNes.ng 8d. 3101 Industrial D~.'aee Tao Raleigh NC 27WO MI2;?WSUO. NH 0424-C W 1074AS5 659423 S1rglar Alarm 8u ft%L.C. ! 348XWOZ2M NM 114554 NV F400 F401. 01771024 0084943 NY 12MO293169 i., mns d by NVS DePI oI S1ale A)H 5349�1512 OK 953 OR 16155T PA 932736 W 944aA TSC AM SC FAC 3387 aAc55o1 1Ai 1160 1448. 1650 1446. CE-D 65528 TX ACR26rN ECR t62t 862IQ LIT 57040S4 6501 9A VO"7235A 1 $ 5481 WA S VAKLCS9251AZ, WV 045298 VA OM22 Wr LV-G-23A 79 DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B STANLEY Security PART H COST PROPOSAL 4690 Longley lane #23, Reno, NV 89502Tel 775-287-8110 Fax 775-828-5623 www.stanleycss.com NV# 0071024, 00078001 DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B STANLEY Security Section I COST PROPOSAL 4690 Longley Lane #23, Reno, NV 89502Te€ 775-287-8110 Fax 775-828-5523 wmi stardevcss.com NV# 0071024, #0078001 DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B STANLEY Security Section 5: Price and Cost Proposal Offeror shall provide detailed costs for all costs associated with the responsibilities and related services, per Attachment C — Cost. Cost for the NASPO ValuePoint Master Agreements shall be based on the following: Offeror must submit cost, prices and rates as required in Attachment C — Cost. No other cost format will be accepted. Prices and rates shall include all anticipated charges, including but not limited to, freight and delivery, cost of materials and product, travel expenses, transaction fees, overhead, profits, and other costs or expenses incidental to the Offeror's performance. Stanley CSS has provided pricing as required in Attachment C — Cost. Stanley understands no other cost format will be accepted Stanley also acknowledges that prices and percentage mark-up include, freight, delivery, cost of materials and products, travel expenses, transaction fees, overhead, profit and other costs or expenses incidental to Stanley CSS performance. The Lead State is exempt from federal excise taxes and no payment will be made for any taxes levied on the Offeror's or any Subcontractor's employee's wages. The tax rules with respect to other Participating Entities may vary and are expected to be addressed in the Participating Addenda. Stanley CSS understand the the Lead State (Nevada) is exempt from federal excise taxes and no payment will be made for any taxes levied on Stanley CSS employees or Subcontractor employee wages. Stanley CSS understands the tax rules may vary with other Participating Entities and will be address in that Entities Participating addendum. 5.1 Price and Rate Guarantee Period All prices and rates offered shall be guaranteed for the initial term of the Master Agreement. Any request for price or rate adjustment following the initial Master Agreement term., is detailed in Section l l of the NASPO ValuePoint Master Agreement Terms and Conditions. Stanley CSS shall guarantee prices and rates far the initial term of the Master Agreement. 4690 Langley Lane #23. Reno, NV 89502Tel 775-287-8110 Fax 775-828-5623 www.stanleycs_s.com NV# 0071024. #0078001 DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B Vendor Name: STANLEYCONVERGENT SECURITY SOLUTIONS Nationwide or Region or State Proposed: NATIONWIDE COVERAGE Each Participating Entity will negotiate any travel costs. All cost associated below (including material markup) to include shipping, configuration, kittinM processing,reporting, warehousina, ValuePoint and Parti6patina Entityees . Catexory 1 - Access Control Systems Per Hour Normal Business Hours (8:00am - 5:00pm M-F) $I00.00 After Hours (5:01pm - 7:59am M-F) $I60.00 Weekend/Holiday Hours $2I3.00 Other miscellaneous labor service description (if applicable): install Tech 11(3-5 Year Experience) $126.00 Install Tech 11115-10 Years Experience) $135.00 Install Tech IV (I0 Plus Years) $I44,00 Administrative Support $74.00 CAD Specialist $77.00 Project Manager $II5.00 Senior Field Engineer $126.00 Senior Engineer $164.00 Program Manager $I82.00 Senior Program Manager $223.00 Maintenance Work {Non -Warranty] Per Hour Hourly rate for telephone consultation only $0,00 Normal Business Hours (8:00am - 5:04pm M-F) $1I9.00 After Hours [5:01pm - 7:59am M-F) $172.00 Weekend/Holiday Hours $238.00 Per Month Costs for Maintenance and Monitoring Standard Service Plan (Parts & Labor Mon -Fri Sam-5pm) 796of install Materials percentage mark-up (Receipts for materials may be required by Purchasing Entity to be submitted with invoice) 39% PENALTY FOR IMPROPERTY PRICING: • It is the vendor's responsibility to ensure that all prices proposed for all projects are accurate and consistent with the terms or the contract. + For all projects completed under this contract: if a vendor submits an invoice containing incorrect pricing in favor of the vendor, that vendor shall submit a new, corrected invoice with a 25% reduction in cost for each incorrectly priced item. ■ If vendor continues to provide incorrect invoicing each Purchasing Entity has the option to cancel their contract in its entirety without penalty. • Vendors are not allowed to aggregate fees into contract after award has been made. Failure to comply may be grounds for canecllation. DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B Vendor Name: STANLEY CONVERGENT SECURITY SOLUTIONS Nationwide or Region or State Proposed: NATIONWIDE Each Participating Entity will negotiate any travel costs. A11 cost associated below (including material markup) to include shipping, configuration, kitting, processing, repartina, warehousing, Value Point and Participating Entity fees . Category 2 - Burglar Alarms Per Hour Normal Business Hours (8:00am - 5:00pm M-F) $100.00 After Hours (5:01pm - 7.59am M-F) $160.00 Weekend/Holiday Hours $2I3.00 Other miscellaneous labor service description (if applicable) Install Tech 11(3-5 Year Experience) $126.00 install Tech /it (5-10 Years Experience) $135.00 Install Tech IV (10 Plus Years) $144.00 Administrative support $74.00 CAD Specialist $77.00 Project Manager $II5.00 Senior Field Engineer $126.00 Senior Engineer $164.00 Program Manager $182.00 Senior Program Manager $223.00 Maintenance Work Nan -Warrant Hourly rate for telephone consultation only Normal Business Hours (8:00am - 5:00pm M-F) After Hours (5:01pm - 7:59am M-F) Weekend/Holiday Hours Costs for Maintenance and Monitoring Per Hour $0.00 $119.00 $172.00 $238.00 Per Month Traditional Digital Intrusion Alarm Monitoring $20.00 Open and Close Signal Tacking{per partition) $5.50 PIiV Management By Stanley $I5.00 GSM Cellular Basic - Intrusion $7.00 Standard Service Plan (Parts & Labor Mon -Fri gam-Spm) 7%of install Materials percentage mark-up (Receipts for materials may be required by Purchasing Entity to be submitted with invoice) 39.40% PENALTY FOR IMPROPERTY PRICING: • It is the vendor's responsibility to ensure that all prices proposed for all projects are accurate and consistent with the terms of the contract. • For all projects completed under ibis contract: if a vendor submits an invoice containing incorrect pricing in favor of the vendor, that vendor shall submit a new, corrected invoice with a 25% reduction in cost for each incorrectly priced item. ■ if vendor continues to provide incorrect invoicing each Purchasing Entity has the option to cancel their contract in its entirety without penalty. DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B ■ Vendors are not allowed to aggregate fees into contract after award has been made. Failure to comply may be grounds for cancellation. DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B Vendor Name: STANLEY CONVERGENT SECURITY SOLUTIONS Nationwide or Region or State Proposed: NATIONWIDE Each Participating Entity will negotiate any travel costs. All cost associated below (including material markup) to include ghiagina. cone rauration, kitting, processing, reporting, warehousing, ValuePoint and Participating Entity fees . Category 3 - Surveillance Ser_vices& €cluipme_n_ t Per Hour Normal Business Hours (8:00am - S:OOpm M-F) $100.00 After Hours (5:01pm - 7:59am M-F) $160.00 Weekend/Holiday hours $213.00 Other miscellaneous labor service description (if applicable) Install tech f/ (3-5 Year Experience) $126.00 Install Tech Oil (5-I0 Years Experience) $135,00 Install Tech IV (10 Plus Years) $144.00 Administrative Support $74.00 CAA Specialist $77.00 Project Manager $115.00 Senior Field Engineer $126.00 Senior Engineer $164.00 Program Manager $182.00 Senior Program Manager $223.00 Maintenance Work Non -Warrant Per Hour Hourly rate for telephone consultation only $0.00 Normal Business Hours (8:00am - 5:OOpm M-F) $I19.00 After Hours (5:01pm - 7.59am M-F) $172.00 Weekend/Holiday Hours $238,00 Per Month Costs for Maintenance and Monitoring Eagle Eye - 7 Days Cloud Recording Monthly - per camera $I1.00 Standard Service Plan (Parts & Labor Mon -Fri Sam-Spm) 7% of install Materials percentage mark-up (Receipts for materials may be required by Purchasing Entity to be submitted with invoice) PENALTY FOR IMPROPERTY PRICING: 39% • It is the vendor's responsibility to ensure that all prices proposed far all projects are accurate and consistent with the terms ofthe contract. ■ l-or all projects completed under this contract: if a vendor submits an invoice containing incorrect pricing in favor of the vendor, that vendor shall submit a new, corrected invoice with a 25% reduction in cost For each incorrectly priced item. • If vendor continues to provide incorrect invoicing each Purchasing Entity has the option to canecl their contract in its entirety without penalty. ■ Vendors are not allowed to aggregate fees into contract after award has been made. failure to comply may be grounds for cancellation. DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B Vendor Name: STAN LEY CONVERGENT SECURITY SOLUTIONS Nationwide or Region or State Proposed: NATIONW10E Each Participating Entity will negotiate any travel costs. All cost associated below (including material markup) to include shipping, con r urati n kirting, jprocezLmreporting, warehousing, ValuePaint andPqqlSigotinq Entity s. Category 7 - Fire Alarm/Protective Signaling Systems Per Hour Normal Business Hours (B:DOam - 5:00pm M-F) $100.00 After Hours (5.-Olpm - 7:59am M-F) $160.00 Weekend/Holiday Hours $213.00 Other miscellaneous labor service description (if applicable): Install Tech 1I (3-5 year Experience) $226.00 Instafl Tech IM (5-10 Years Experience) $235.00 Install Tech IV (10 Plus rears) $144.00 Administrative support $74,00 CAD Specialist $77.00 Project Manager $115.00 Senior Field Engineer $126.00 Senior Engineer 5164.00 Senior Maintenance Work [Non -Warranty] Hourly rate for telephone consultation only Normal Business Hours (8:00am - SZOpm M-F) After Hours (5:01pm - 7:59am M-F) Weekend/Holiday Hours Per Hour $0.00 $119.00 $172.00 $238.00 Per Month Costs for Maintenance and Monitoring Fire Alarm & Sprinkler Monitoring $20.00 GSM Cellular Basic - Fire $7.00 Standard Service Plan (Parts & labor Mon -Fri gam-Spm) 7% of install Materials percentage mark-up (Receipts for materials may be required by Purchasing Entity to be submitted with invoice) 399 PENALTY FOR IMPROPERTY PRI ING- ■ It is the vendor's responsibility to ensure that all prices proposed for all projects are accurate and consistent with the terms of the contract. For all projects completed under this contract ifa vendor submits an invoice containing incorrect pricing in favor of the vendor, that vendor shall submit a new, corrected invoice with a 25%reduction in cost for each incorrectly priced item. ■ If vendor continues to provide incorrect invoicing each Purchasing Entity has the option to cancel their contract in its entirety without penalty. ■ Vendors are not allowed to aggregate fees into contract after award has been made. Failure to comply may be grounds for cancellation. DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B Vendor Name: STANLEY CONVERGENT SECURITY SOLUTIONS Nationwide or Region or State Proposed: NATIONWIDE Each Participating Entity will negotiate any travel costs. All cast associated below (including material markup) to include sh y co ntlouratio n, kitting. processing, reporting, warehousing. ValuePoint and Participatin4_ EnUtyfees . Category 8 - High Security Control Systems Per Hour Normal Business Hours (8:00am - 5:00pm M-F) $100.00 After Hours (5.01pm - 7:59am M-F) $160.00 Weekend/Holiday Hours $213.00 Other miscellaneous labor service description (if applicable) install Tech B (3-5 Year Experience) $126.00 install Tech 111 (5-10 Years Experience) $135.00 install Tech IV (10 Plus Years) $144.00 Administrative Support $74.00 CAD Specialist $77.00 Project Manager $II5.00 Senior Field Engineer $126.00 Senior Engineer $154.00 Program Manager $182.00 Senior Program Manager $223.00 Maintenance Work (Non -Warranty) Hourly rate for telephone consultation only Normal Business Hours (8:00am - 5.00pm M-F) After Hours (5:01pm - 7:59am M-F) Weekend/Hoiiday Hours Per Hour $0.00 $119.00 $172.00 $238.00 Per Month Costs for Maintenance and Monitoring Traditional Digital intrusion Alarm Monitoring $20.00 standard service Plan (Parts & Labor Mon -Fri Sam-5pm) lid of install GSM Cellular High Security $42.00 Materials percentage mark-up (Receipts for materials may be required by Purchasing Entity to be submitted with invoice) 39% PENALTY FOR IMPROPERTY PRICING: ■ It is the vendor's responsibility to ensure that all prices proposed for all projects are accurate and consistent with the terns of the contract. ■ For all projects completed under this contract: if a vendor submits an invoice containing incorrect pricing in favor of the vendor, that vendor shall submit a new, corrected invoice with a 25%red uction in cost for each incorrectly priced item. • If vendor continues to provide incorrect invoicing each Purchasing Entity has the option to cancel their contract in its entirety without penalty. ■ Vendors are not allowed to aggregate fees into contract after award has been made. Failure to comply may be grounds for cancellation. DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B Vendor Name: STANLEY CONVERGENT SECURITY SOLUT#ONS Nationwide or Region or State Pr000sed: NATIONWIDE Each Porticipoting Entity will negotiate any travel costs. Ali cost associated below (including material markup) to include shipping, con r g urotlon kit tin q, processin a, re artin a, wareho using, ValuePoint and Partici o tuag Entit ees . Category 9 - Inspections & Monitoring • Alarm Monitoring ■ Fire Alarm/Protective Signaling Systems Normal Business Hours (8:00am - 5:00pm M-F) After Hours (5:O1pm - 7:59am IVI-F) Weekend/Holiday Hours Other miscellaneous labor service description (if applicable) Per Hour $100.00 $160.00 $213.00 Install Tech It (3-5 Year Experience) $I26.00 Install Tech /if (5-I0 Years Experience) $135.00 Install Tech IV (10 Plus Years) $144.00 Administrative Support $74.00 CAD Specialist $77.00 Project Manager $II5.00 Senior Field Engineer $12 fi.00 Senior Engineer $164.00 Program Manager $182.00 Senior Program Manager $223.00 Maintenance Work Non -Warrant Per Hour Hourly rate for telephone consultation only $0.00 Normal Business Hours (8:00am - S:OOprn M-F) $119.00 After Hours (5:01pm - 7:59am M-F) $172.00 Weekend/Holiday Hours $238.00 Per Month Costs for Maintenance and Monitoring Fire Alarm & 5prinkfer Monitoring $20.00 GSM Ceflufar Advanced - fire $47.00 Annual Fire Test & inspections (Five Devices) $15.00 Semi -Annual Fire Test & Inspections (Five Devices) $I9.00 Quarterly Fire Test & Inspections (Five Devices) $29.00 Monthly Fire Test & Inspections (Five Devices) $85.00 Standard Service Plan (Parts & Labor Mon -Fri Sam-5pm) 7%of install Materials percentage mark-up (Receipts for materials may be required by Purchasing Entity to be submitted with invoice) 39% PENALTY FOR IMPROPERTY PRICING: ■ It is the vendor-s responsibiIily to ensure that all prices proposed for all projects are accurate and consistent with the terms ofthc contract. • for all projects completed tinder this contract: if a vendor submits an invoice containing incorrect pricing in favor of the vendor, that vendor shall subin it a new, corrected invoice with a 2 5 % reduction in cost for each incorrectly priced item. DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B ■ If vendor continues to provide incorrect invoicing each Purchasing Entity has the option to cancel their contract in its entirety without penalty. ■ Vendors are not allowed to aggregate fees into contract after award has been made. Failure to comply may be grounds For cancellation. DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B City of Port Orchard 216 prospect Street, Port Orchard, WA 98366 (360) 876-4407 ■ FAX (360) 895-9029 Agenda Item No.: Business Item Agenda Staff Report Meeting Date: 2/25/2020 Subject: City Hall Security Prepared by: Atty Routing No.: Atty Review Date: Noah Crocker Finance Director NA NA Summary: During the mid -biennial review a City Hall Security upgrade project was discussed and authorized. The council provided a budget of $75k for electronic key card system and cameras to upgrade City ball security. The management team developed a project scope and received proposals for this project. During this process the team discovered the original scope of the project was significantly more expensive than was approved. As such, the team re -worked the scope of the project to become consistent with the budget authority. The management team prioritized the security needs to match the intent of the budget and recommends moving forward with an electronic key card system. An electronic key card system will allow the city to better manage the facilities' employee access points, as well as provide HR an effective way to onboard and offboard employees. The current hard key system is archaic and requires significant staff time to manage keys, reprogram existing touchpad locks and incurs cost to have doors re -keyed in the event of lost keys. The security cameras will not be a part of this first security upgrade phase, due to budget constraints, but could be implemented in future projects. It was important to the management team that the product being purchased could be scaled up and added to in the future for remote locations and other city facilities. Recommendation: The Finance Department recommends approving the contract with Stanley to acquire software, make building and security improvements, and acquire an electronic door key card system. Relationship to Comprehensive Plan: N/A Motion for consideration: "I move to authorize the Mayor to issue a purchase order to Stanley in a form acceptable to the City Attorney not to exceed $80,000." Fiscal Impact: Total Contract Cost is — $76,196. A budget amendment will be required. Alternatives: Attachments: DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B Washington State Department of r (,,// €nterprise Services Security Technology Services Washington Contract 03017 Pricing, ordering and contractor capabilities Service categories Category 1: Access -control systems Category Z: Burglar alarms Category 3: Surveillance services and equipment Category 4: High -security control systems Category 5: Burglar -alarm inspections and monitoring Vendor categories offered Access Burglar surveillance High -security Inspections & Vendors Control Alarms services & Controls Monitoring Equipment (Alarms) Aronson Security x x x x Group 1 ntrawo rks x x x x x Justice Systems x RFI Comm. and x x x x x Security Simplex Grinnell x x x x x Stanley x x x x x Systems x x Engineering Page 1 of 5 DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B Contractors r S.1, I amn5onsecuritygroup Your Trusted Security Advisor Aronson Security Group, Inc. Customer service and ordering: Tommi Robison Strategic Development Manager Office: (206) 245-1461 Cell: (206) 225-7596 Pricing wahcifel 0 i n traworks texhoo4agy for smarter WkfinT IntraWorks, Inc. Customer service and ordering: Keith Putman Western Regional Sales Manager (702) 469-1224 Pricing Website DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B SECURITY DESIGN -BUILD • SFRVIO Justice Systems Corporation Customer service and ordering: Paul Allyn President (253) 236-4817 Pricing Website �-RFli RFI Communications and Security Systems Customer service and ordering: Eugenia Lund (253)981-0021 Pricing Website Page 3 of 5 DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B SimplexGrinnell Simplex Grinnell Customer service and ordering: Tom Staves National Sales Manager, State Cooperative Contracts (443) 676-8813 Pricing Website STANLEY Security Stanley Convergent Security Solutions Customer service and ordering: Scott Wulforst Director of Business Development, State & Local Government (775) 287-8110 Pricing Page 4 r)i' 5 DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B Systems Engineering, Inc. Customer service and ordering: Sandy Mueller (571)434-6943 Pricing Website Page 5 of 5 DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B Showing 1 to 7 of 7 Vendors All Vendors Per Page. Search Vendors: Vendor Authorized Vendor t # F Fulfillment Partners ARONSON SECURITY GROUP, W10 INC. JOHNSON CONTROLS FIRE W1666 PROTECTIONS LP RP ENTERPRISES, INC W2031 STANLEY CONVERGENT W25153 SECURITY SOLUTIONS, INC. JUSTICE SYSTEMS CORPORATION W47435 SYSTEMS ENGINEERING, INC. W67154 I NTRAWORKS W 67240 Small oMWBE Veteran Business M = ❑MWBE Certified Minority Owned I W = OMWBE Certified Women Owned I MW = oMWBE Certified Minority Women Owned V = Certfied Veteran Owned I S = Self Certified Small AL = Veteran Owned 4tj� = Small Business NASPO ValuePoint The NASPO ValuePoint Cooperative Purchasing Organization (formerly WSCA-NASPO) creates multi -State contracts in order to achieve cost-effective and efficient acquisition of quality products and services. NASPO VP contracts maximize cost avoidance, reduce individual state administrative costs, and encourage market competition and product availability through standard specifications and consolidated requirements. NASPO VP contracts are available for use by public agencies when approved by the State Purchasing Director. List of current NASPO ValuePoint contracts Didn't find what you were looking for? The Contracts Resource Center is here to help. t (360) 407-2210 Z <1> Find a Contracts. Specialist contractingandpurchasing @des.wa.go V DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B Current Term Start Date: 02-15-2019 Current Term Ends Om 07-31-2022 Diversity:0% WBE 0% MBE Contact Info: Bart Potter !z .dotter@des.wa.gov Award Date: 08-15-2017 Final Term Ends On: 07-31-2022 a of Bids Received: 4 (360) 407-9431 Secondary Contact Michellee Jemmott tr (360) 407-9300 Info: G micheilee.iemmott@des.wa.gov Who Can Use This Contract? • Organizations with Master Contract Usages r n ■ MCUA Cpskmer-Gornmunication Profit • Pricing & Ordering This Contract has no Historical Documents This Contract has no Resource Documents Est. Annual Worth: $5,000,000 Commodity Code(s): DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B Current Term Start Date: 02-15-2019 Award Date: 08-15-2017 Est. Annual Worth: $5,000,000 Current Term Ends On: 07-31-2022 Final Term Ends On: 07-31-2022 This single -tier contract offers services in five security -technology categories: • Access -control systems • Burglar alarms • Surveillance services and equipment • High -security control systems • Inspections and monitoring (burglar alarms) Contract administrator: Bart Potter, 360-407-9431 or bart.potter@des.wa.gov Secondary contact: Micheilee Jemmott, 360-407-9300 or michelleejemmott@des.wa.gov How to use this contract: 1. Customers for Contract 03017 for security -technology services may order directly from the contract vendor of their choice. Scroll down this page to find the vendors (listed randomly) to learn more about them. Each vendor section will have links to pricing, ordering, vendor contact information and any available product info. 2. Continue past the vendor information to find contact information for DES's primary and backup contract administrators and a link to organizations eligible to use this contract through the Master Contract Usage Agreement (MCUA). NOTE: This Washington master contract is under the umbrella of NASPO ValuePoint Master Agreement 3407 for Security and Fire Protection Services. Washington has an active fire -protection contract in place (Contract 03115), so will not participate at this time in the fire -related categories of Master Agreement 3407. To purchase fire -protection services, visit the Contract 03115 page (keyword "03115" in the contract search tool). Found a broken link? E-mail DES so we can fix it ASAP. Systems Engineering, Inc. 1. Products and pricing: Systems Engineering offers access control and surveillance services and equipment on contract. You may browse Sy #rmngin"ring1 W?3hingtc�n pricing here. The Systems Engineering Technical PropmW is also viewable. 2. Product information: Browse for more in-depth product information at the Systems Engineering Website. 3. Sales and customer support: To place an order or get more product information contact Customer Service and Ordering Representative 5nOy Mueller by e-mail or Ph: (571) 434-6943. Browse for more information on $atcros Engineering's NASPO Smurity& Fire Protection Services Webaagc. RFI Communications and Security Systems 1. Products and pricing: RFI Communications and Security Systems offers access control, burglar alarms, surveillance services and equipment, high -security controls, and inspection and monitoring (alarms) on contract. You may browse RFI Washington State Pricing here. The RFI Technical -Proposal is also viewable. 2. Product information: Browse for more in-depth product information at the RFI Communications and Security Systems Website. DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B Enterprise Services Contract Summary Security Technology Services A. NASPQ ValuePoint Contract #: 03017 Replaces. 04814. DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B CU Copyright 2012 Department of Enterprise Services ��► �` "ttrllfl jtUfi `. DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B NASPO ValuePoint Attachment A: NASPO ValuePoint Master Agreement Terms and Conditions 1. Master Agreement Order of Precedence a. Any Order placed under this Master Agreement shall consist of the following documents- (1) A Participating Entity's Participating Addendum ("PA"); (2) NASPO ValuePoint Master Agreement Terms & Conditions; (3) A Purchase Order issued against the Master Agreement; (4) The Scope of Work; (5) The Solicitation or, if separately executed after award, the Lead State's bilateral agreement that integrates applicable provisions; (6) Contractor's response to the Solicitation, as revised (if permitted) and accepted by the Lead State. b. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment. Z. Definitions Acceptance is defined by the applicable commercial code, except Acceptance shall not occur before the completion of delivery in accordance with the Order, installation if required, and a reasonable time for inspection of the Product. Contractor means the person or entity delivering Products or performing services under the terms and conditions set forth in this Master Agreement. Embedded Software means one or more software applications which permanently reside on a computing device. Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein. Page 1 of 23 NASPO ValuePoint Master Agreement Ts and Cs (November 2016) DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B Lead State means the State centrally administering any resulting Master Agreement(s). Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of the NASPO ValuePoint program, and the Contractor, as now or hereafter amended. NASPO ValuePoint is the NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, a 501(c)(3) limited liability company that is a subsidiary organization the National Association of State Procurement Officials (NASPO), the sole member of NASPO ValuePoint. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports as well as other contract administration functions as assigned by the Lead State. Order or Purchase Order means any purchase order, sales order, contract or other document used by a Purchasing Entity to order the Products. Participating Addendum means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any other additional Participating Entity specific language or other requirements, e.g. ordering procedures specific to the Participating Entity, other terms and conditions. Participating Entity means a state, or other legal entity, properly authorized to enter into a Participating Addendum. Participating State means a state, the District of Columbia, or one of the territories of the United States that is listed in the Request for Proposal as intending to participate. Upon execution of the Participating Addendum, a Participating State becomes a Participating Entity; however, a Participating State listed in the Request for Proposals is not required to participate through execution of a Participating Addendum. Product means any equipment, software (including embedded software), documentation, service or other deliverable supplied or created by the Contractor pursuant to this Master Agreement. The term Products, supplies and services, and products and services are used interchangeably in these terms and conditions. Purchasing Entity means a state (as well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase. Page 2 of 23 NASPO ValuePoint Master Agreement Ts and Cs (November 2016) DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B NASPO ValuePoint Program Provisions 3. Term of the Master Agreement a. The initial term of this Master Agreement is for two (2) years. This Master Agreement may be extended beyond the original contract period for two (2) additional years at the Lead State's discretion and by mutual agreement and upon review of requirements of Participating Entities, current market conditions, and Contractor performance. b. The Master Agreement may be extended for a reasonable period of time, not to exceed six months, if in the judgment of the Lead State a follow-on, competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the follow-on master agreement. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions. 4. Amendments The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written agreement of the Lead State and Contractor. S. Participants and Scope a. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. purchase order or contract) used by the Purchasing Entity to place the Order. b. Use of specific NASPO ValuePoint cooperative Master Agreements by state agencies, political subdivisions and other Participating Entities (including cooperatives) authorized by individual state's statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official. c. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. Financial obligations of Participating Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds. Page 3 of 23 NASPO ValuePoint Master Agreement Ts and Cs (November 2016) DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum to PA&naMovaluepoint.org to support documentation of participation and posting in appropriate data bases. d. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is not a party to the Master Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the NASPO cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc.) for all 50 states, the District of Columbia and the territories of the United States. e. Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint Program requirements: Term of the Master Agreement; Amendments; Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance Review; NASPO ValuePoint eMarket Center; Right to Publish; Price and Rate Guarantee Period; and Individual Customers. Any such Ianguage shall be void and of no effect. f. Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the approval of participation by the Chief Procurement Official of the state where the Participating Entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum. g. Resale. "Resale" means any payment in exchange for transfer of tangible goods, software, or assignment of the right to services. Subject to any specific conditions included in the solicitation or Contractor's proposal as accepted by the Lead State, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products (the definition of which includes services that are deliverables). Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity's laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property. b. Administrative Fees a. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one -quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal. Page 4 of 23 NASPO ValuePoint Master Agreement Ts and Cs (November 2016) DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B b. Additionally, some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Contractor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. The NASPO ValuePoint Administrative Fee in subsection 6a shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda. 7. NASPO ValuePoint Summary and Detailed Usage Reports In addition to other reports that may be required by this solicitation, the Contractor shall provide the following NASPO ValuePoint reports. a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at hitp:llwww.naspo.org/"CPO/Calculator.aspx. Any/all sales made under this Master Agreement shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than thirty (30) days following the end of the calendar quarter (as specified in the reporting tool). b. Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2) entity/customer type, e.g. local government, higher education, K 12, non-profit; (3) Purchasing Entity name; (4) Purchasing Entity bill -to and ship -to locations; (4) Purchasing Entity and Contractor Purchase Order identifierinumber(s); (5) Purchase Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices); (6) Purchase Order date; (7) Ship Date; (8) and line item description, including product number if used. The report shall be submitted in any form required by the solicitation. Reports are due on a quarterly basis and must be received by the Lead State and NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after the end of the reporting period. Reports shall be delivered to the Lead State and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal, email, CD-ROM, flash drive or other method as determined by the Lead State and NASPO ValuePoint. Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement. The format for the detailed sales data report is in shown in Attachment 1. c. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the solicitation and the Participating Addendum. Report data for eml2loyees should be limited to ONLY the state and enti1y the are participating under the authoriof state and agency, ci1y, county, school district etc. and the amount of sales. No personal identification numbers, e.g. names, addresses, social security numbers or any other numerical identifier, may be submitted with any report. d. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with Page 5 of 23 NASPO ValuePoint Master Agreement Ts and Cs (November 2016) DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with and any Participating Addendum roll out or implementation activities and issues. NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary. The executive summary is due thirty (30) days after the conclusion of each calendar quarter. e. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. 8. NASPO ValuePoint Cooperative Program Marketing and Performance Review a. Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor's contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the Master agreement and participating addendum process, and the manner in which qualifying entities can participate in the Master Agreement. b. Contractor agrees to participate in an annual contract performance review at a location selected by the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees. 9. NASPO ValuePoint eMarket Center a. In July 2011, NASPO ValuePoint entered into a multi -year agreement with SciQuest, Inc. dba JAGGAER whereby JAGGAER will provide certain electronic catalog hosting and management services to enable eligible NASPO ValuePoint's customers to access a central online website to view and/or shop the goods and services available from existing NASPO ValuePoint Cooperative Contracts. The central online website is referred to as the NASPO ValuePoint eMarket Center. b. The Contractor will have visibility in the eMarket Center through Ordering Instructions. These Ordering Instructions are available at no cost to the Contractor and provide customers information regarding the Contractors website and ordering information. The Contractor is required at a minimum to participate in the eMarket Center through Ordering Instructions. c. At a minimum, the Contractor agrees to the following timeline: NASPO ValuePoint eMarket Center Site Admin shall provide a written request to the Contractor to begin Ordering Instruction process. The Contractor shall have thirty (30) days from receipt of written request to work with NASPO ValuePoint to provide any unique information and ordering instructions that the Contractor would like the customer to have. d. If the solicitation requires either a catalog hosted on or integration of a punchout site with Page 6 of 23 NASPO ValuePoint Master Agreement Ts and Cs (November 2016) DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B eMarket Center, or either solution is proposed by a Contractor and accepted by the Lead State, the provisions of the eMarket Center Appendix to these NASPO ValuePoint Master Agreement Terms and Conditions apply. ld. Right to Publish Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan. The Contractor shall not make any representations of NASPO ValuePoint's opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause. 11. Price and Rate Guarantee Period All prices and rates must be guaranteed for the initial term of the Master Agreement. Requests for price or rate adjustment must include sufficient documentation supporting the request. Any adjustment or amendment to the Master Agreement shall not be effective unless approved by the Lead State. No retroactive adjustments to prices or rates will be allowed. 12. Individual Customers Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually. Administration of Orders 13. Ordering a. Master Agreement order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels, packing slips, invoices, and on all correspondence. b. Purchasing Entities may define project -specific requirements and informally compete the requirement among companies having a Master Agreement on an "as needed" basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity's rules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors considered. Page 7 of 23 NASPO ValuePoint Master Agreement Ts and Cs (November 2016) DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B c. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with the Purchasing Entities' rules, policies, and procedures regarding the ordering of supplies and/or services contemplated by this Master Agreement. d. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity. e. Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement. f. All Orders pursuant to this Master Agreement, at a minimum, shall include: (1) The services or supplies being delivered; (2) The place and requested time of delivery; (3) A billing address; (4) The name, phone number, and address of the Purchasing Entity representative; (5) The price per hour or other pricing elements consistent with this Master Agreement and the contractor's proposal; (6) A ceiling amount of the order for services being ordered; and (7) The Master Agreement identifier. g. All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity's purchasing office, or to such other individual identified in writing in the Order. h. Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then -current termination date of this Master Agreement. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available. i. Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration, cancellation or termination of this Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement. 14. Shipping and Delivery a. The prices are the delivered price to any Purchasing Entity. All deliveries shall be F.O.B. destination, freight pre -paid, with all transportation and handling charges paid by the Contractor. Responsibility and liability for loss or damage shall remain the Contractor's until final inspection and acceptance when responsibility shall pass to the Purchasing Entity except as to latent defects, Page 8 of 23 NASPO ValuePoint Master Agreement Ts and Cs (November 2016) DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B fraud and Contractor's warranty obligations. The minimum shipment amount, if any, will be found in the special terms and conditions. Any order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an Order to be shipped without transportation charges that is back ordered shall be shipped without charge. b. All deliveries will be "Inside Deliveries" as designated by a representative of the Purchasing Entity placing the Order. Inside Delivery refers to a delivery to other than a loading dock, front lobby, or reception area. Specific delivery instructions will be rioted on the order form or Purchase Order. Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to immediately notify the Purchasing Entity placing the Order. c. All products must be delivered in the manufacturer's standard package. Costs shall include all packing and/or crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipping carton shall be marked with the commodity, brand, quantity, item code number and the Purchasing Entity's Purchase Order number. 15. Laws and Regulations Any and all Products offered and furnished shall comply fully with all applicable Federal and State laws and regulations. 16. Inspection and Acceptance a. Where the Master Agreement or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to Iimit rights and remedies under the applicable commercial code. b. All Products are subject to inspection at reasonable times and places before Acceptance. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Master Agreement. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantial impairs value) latent or hidden defects subsequently revealed when goods are put to use. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked. c. If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re -performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and reduce the contract price to reflect the reduced value of services performed. Page 9 of 23 NASPO VafuePoint Master Agreement Ts and Cs (November 2016) DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B d. The warranty period shall begin upon Acceptance. e. Acceptance Testing may be explicitly set out in a Master Agreement to ensure conformance to an explicit standard of performance. Acceptance Testing means the process set forth in the Master Agreement for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity. If Acceptance Testing is prescribed, this subsection applies to applicable Products purchased under this Master Agreement, including any additional, replacement, or substitute Product(s) and any Product(s) which are modified by or with the written approval of Contractor after Acceptance by the Purchasing Entity. The Acceptance Testing period shall be thirty (30) calendar days or other time period identified in this Master Agreement or the Participating Addendum, starting from the day after the Product is delivered or, if installed, the day after the Product is installed and Contractor certifies that the Product is ready for Acceptance Testing. If the Product does not meet the standard of performance during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the standard of performance is met. Upon rejection, the Contractor will have fifteen (15) calendar days to cure the standard of performance issue(s). If after the cure period, the Product still has not met the standard of performance, the Purchasing Entity may, at its option: (a) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period shall begin upon Acceptance. 17. Payment Payment after Acceptance is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum, Order, or otherwise prescribed by applicable law. Payments will be remitted by mail. Payments may be made via a State or political subdivision "Purchasing Card" with no additional charge. 18. Warranty Warranty provisions govern where specified elsewhere in the documents that constitute the Master Agreement; otherwise this section governs. The Contractor warrants for a period of one year from the date of Acceptance that: (a) the Product performs according to all specific claims that the Contractor made in its response to the solicitation, (b) the Product is suitable for the ordinary purposes for which such Product is used, (c) the Product is suitable for any special purposes identified in the solicitation or for which the Purchasing Entity has relied on the Contractor's skill or judgment, (d) the Product is designed and manufactured in a commercially reasonable manner, and (e) the Product is free of defects. Upon breach of the warranty, the Contractor will repair or replace (at no charge to the Purchasing Entity) the Product whose nonconformance is discovered and made known to the Contractor. If the repaired and/or Page 10 of 23 NASPO ValuePoint Master Agreement Ts and Cs (November 2016) DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B replaced Product proves to be inadequate, or fails of its essential purpose, the Contractor will refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys' fees and costs. 19. Title of Product Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to the Product free and clear of all Iiens, encumbrances, or other security interests. Transfer of title to the Product shall include an irrevocable and perpetual license to use any Embedded Software in the Product. If Purchasing Entity subsequently transfers title of the Product to another entity, Purchasing Entity shall have the right to transfer the license to use the Embedded Software with the transfer of Product title. A subsequent transfer of this software license shall be at no additional cost or charge to either Purchasing Entity or Purchasing Entity's transferee. 20. License of Pre -Existing Intellectual Property Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty -free, irrevocable, license to use, publish, translate, reproduce, transfer with any sale of tangible media or Product, perform, display, and dispose of the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it ("Pre-existing Intellectual Property"). The Contractor shall be responsible for ensuring that this license is consistent with any third party rights in the Pre-existing Intellectual Property. General Provisions 21. Insurance a. Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Participating Entity's state and having a rating of A-, Class VII or better, in the most recently published edition of A.M. Best's Insurance Reports. Failure to buy and maintain the required insurance may result in this Master Agreement's termination or, at a Participating Entity's option, result in termination of its Participating Addendum. b. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below: 1. Commercial General Liability — Occurrence Form Policy shall include bodily injury, property damage and broad form contractual liability coverage. ■ General Aggregate $2,000,000 ■ Products — Completed Operations Aggregate $1,000,000 • Personal and Advertising Injury $1,000,000 ■ Each Occurrence $1,000,000 Page 11 of 23 NASPO Value Point Master Agreement Ts and Cs (November 2016) DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B a. The policy shall be endorsed to include the following additional insured language: "The State of Nevada shall be named as an additional insured with respect to liability arising out of the activities performed by, or on behalf of the Contractor". 2. Automobile Liability Bodily Injury and Property Damage for any owned, hired, and non -owned vehicles used in the performance of this Contract. Combined Single Limit (CSL) $1,000,000 a. The policy shall be endorsed to include the following additional insured language: "The State of Nevada shall be named as an additional insured with respect to liability arising out of the activities performed by, or on behalf of the Contractor, including automobiles owned, leased, hired or borrowed by the Contractor". 3. Worker's Compensation and Employers' Liability Workers' Compensation Statutory Employers' Liability Each Accident $100,000 Disease — Each Employee $100,000 Disease — Policy Limit $500,000 a. Policy shall contain a waiver of subrogation against the State of Nevada. b. This requirement shall not apply when a contractor or subcontractor is exempt under N.R.S., AND when such contractor or subcontractor executes the appropriate sole proprietor waiver form. 4. Professional Liability (Errors and Omissions Liability) The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Services of this contract. Each Claim $1,000,000 Annual Aggregate $2,000,000 a. In the event that the professional liability insurance required by this Contract is written on a claims -made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed. 5. Network Security (Cyber) and Privacy Liability: Per Occurrence Annual Aggregate $1,000,000 $2,000,000 6. Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements. Page 12 of 23 NASPO VaIuePoi nt Master Agreement Ts and Cs (November 2016) DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B c. Contractor shall pay premiums on all insurance policies. Contractor shall provide notice to a Participating Entity who is a state within five (5) business days after Contractor is first aware of expiration, cancellation or nonrenewal of such policy or is first aware that cancellation is threatened or expiration, nonrenewal or expiration otherwise may occur. d. Prior to commencement of performance, Contractor shall provide to the Lead State a written endorsement to the Contractor's general liability insurance policy or other documentary evidence acceptable to the Lead State that (1) names the Participating States identified in the Request for Proposal as additional insureds, (2) provides that written notice of cancellation shall be delivered in accordance with the policy provisions, and (3) provides that the Contractor's liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities' rights and Contractor's obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state. e. Contractor shall furnish to the Lead State copies of certificates of all required insurance in a form sufficient to show required coverage within thirty (30) calendar days of the execution of this Master Agreement and prior to performing any work. Copies of renewal certificates of all required insurance shall be furnished within thirty (30) days after any renewal date to the applicable state Participating Entity. Failure to provide evidence of coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement's termination or the termination of any Participating Addendum. f. Coverage and limits shall not limit Contractor's liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order. 22. Records Administration and Audit a. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of five (5) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity's state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder. b. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor's records. Page 13 of 23 NASPO ValuePoint Master Agreement Ts and Cs {November 2016) DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B c. The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self -audit contract obligations and that permits the Lead State to review compliance with those obligations. 23. Confidentiality, Non -Disclosure, and Injunctive Relief a. Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity or Purchasing Entity's clients. Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by Contractor or its employees or agents in the performance of this Master Agreement, including, but not necessarily limited to (1) any Purchasing Entity's records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entity ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that (1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in Contractor's possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than Purchasing Entity without the obligation of confidentiality, (5) is disclosed with the written consent of Purchasing Entity or; (6) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information. b. Non -Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement. Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating Entity, and the Lead State immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Contractor shall at its expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person. Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasing Entity's request, Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement. Page 14 of 23 NASPO ValuePoint Master Agreement Ts and Cs (November 2016) DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B c. Injunctive Relief. Contractor acknowledges that breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to Purchasing Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content. d. Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity. 24. Public Information This Master Agreement and all related documents are subject to disclosure pursuant to the Purchasing Entity's public information laws. 25. Assignment/Subcontracts a. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State. b. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint and other third parties. 26. Changes in Contractor Representation The Contractor must notify the Lead State of changes in the Contractor's key administrative personnel managing the Master Agreement in writing within 10 calendar days of the change. The Lead State reserves the right to approve changes in key personnel, as identified in the Contractor's proposal. The Contractor agrees to propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor's proposal. 27. Independent Contractor The Contractor shall be an independent contractor. Contractor shall have no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and agrees not to hold itself out as agent except as expressly set forth herein or as expressly agreed in any Participating Addendum. 28. Cancellation Unless otherwise stated, this Master Agreement may be canceled by either party upon 60 days written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise limited or stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this Page 15 of 23 NASPO ValuePoint'Master Agreement Ts and Cs (November 2016) DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit. Cancellation of the Master Agreement due to Contractor default may be immediate. 29. Force Majeure Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, or war which are beyond that parry's reasonable control. The Lead State may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement_ 30. Defaults and Remedies a. The occurrence of any of the following events shall be an event of default under this Master Agreement: (1) Nonperformance of contractual requirements; or (2) A material breach of any term or condition of this Master Agreement; or (3) Any certification, representation or warranty by Contractor in response to the solicitation or in this Master Agreement that proves to be untrue or materially misleading; or (4) Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or (5) Any default specified in another section of this Master Agreement. b. Upon the occurrence of an event of default, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 15 calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor's liability for damages, including Iiquidated damages to the extent provided for under this Master Agreement. c. If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies: (1) Exercise any remedy provided by law; and (2) Terminate this Master Agreement and any related Contracts or portions thereof; and (3) Impose liquidated damages as provided in this Master Agreement; and (4) Suspend Contractor from being able to respond to future bid solicitations; and Page 16 of 23 NASPC ValueP6nt Master Agreement Ts and Cs (November 2016) DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B (5) Suspend Contractor's performance; and (b) Withhold payment until the default is remedied. d. Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code. 31. Waiver of Breach Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or Purchase Order. 32. Debarment The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State. 33. Indemnification a. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), Participating Entities, and Purchasing Entities, along with their officers, agents, and employees as well as any person or entity for which they may be liable, from and against third -party claims, damages or causes of action including reasonable attorneys' fees and related costs for any death, injury, or damage to tangible property arising from act(s), error(s), or omissions) of the Contractor, its employees or subcontractors or volunteers, at any tier, relating to the performance under the Master Agreement. b. Indemnification — Intellectual Property. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as Paget 7 of 23 NASPO VaiuePoint Master Agreement Ts and Cs (November 2016) DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B NASPO ValuePoint), Participating Entities, Purchasing Entities, along with their officers, agents, and employees as well as any person or entity for which they may be liable ("Indemnified Party"), from and against claims, damages or causes of action including reasonable attorneys' fees and related costs arising out of the claim that the Product or its use, infringes Intellectual Property rights ("Intellectual Property Claim") of another person or entity. (1) The Contractor's obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is: (a) provided by the Contractor or the Contractor's subsidiaries or affiliates; (b) specified by the Contractor to work with the Product; or (c) reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or (d) It would be reasonably expected to use the Product in combination with such product, system or method. (2) The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of it. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible. The Indemnified Party shall furnish, at the Contractor's reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of it and the Contractor shall be liable for all costs and expenses, including reasonable attorneys' fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this section is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement. 34. No Waiver of Sovereign Immunity In no event shall this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court. This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state's sovereign immunity and is not consent by the state to be sued in federal court. This section is also not a waiver by the state of Page 18 of 23 NASPO ValuePoint Master Agreement Ts and Cs (November 2016) DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States. 35. Governing Law and Venue a. The procurement, evaluation, and award of the Master Agreement shall be governed by and construed in accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State. The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity's or Purchasing Entity's State. b. Unless otherwise specified in the RFP, the venue for any protest, claim, dispute or action relating to the procurement, evaluation, and award is in the Lead State. Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity's State. c. If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): the Lead State for claims relating to the procurement, evaluation, award, or contract performance or administration if the Lead State is a party; a Participating State if a named party; the state where the Participating Entity or Purchasing Entity is located if either is a named party. 36. Assignment of Antitrust Rights Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity's state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action. 37. Contract Provisions for Orders Utilizing Federal Funds Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non -Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement. 38. Leasing or Alternative Financing Methods The procurement and other applicable laws of some Purchasing Entities may permit the use of Page 19 of 23 NASPO VaIuePoint Master Agreement Ts and Cs (November 2016) DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B leasing or alternative financing methods for the acquisition of Products under this Master Agreement. Where the terms and conditions are not otherwise prescribed in an applicable Participating Addendum, the terms and conditions for leasing or alternative financing methods are subject to negotiation between the Contractor and Purchasing Entity. Page 20 of 23 NASPO ValuePoint Master Agreement Ts and Cs (November 2016) DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B eMarket Center Appendix a. This Appendix applies whenever a catalog hosted by or integration of a punchout site with eMarket Center is required by the solicitation or either solution is proposed by a Contractor and accepted by the Lead State. b. Supplier's Interface with the eMarket Center. There is no cost charged by JAGGAER to the Contractor for loading a hosted catalog or integrating a punchout site. c. At a minimum, the Contractor agrees to the following: (1) Implementation Timeline: NASPO ValuePoint eMarket Center Site Admin shall provide a written request to the Contractor to begin enablement process. The Contractor shall have fifteen (15) days from receipt of written request to work with NASPO ValuePoint and SciQuest dba JAGGAER to set up an enablement schedule, at which time JAGGAER's technical documentation shall be provided to the Contractor. The schedule will include future calls and milestone dates related to test and go live dates. The contractor shall have a total of Ninety (90) days to deliver either a (1) hosted catalog or (2) punch -out catalog, from date of receipt of written request. (2) NASPO ValuePoint and JAGGAER will work with the Contractor, to decide which of the catalog structures (either hosted or punch -out as further described below) shall be provided by the Contractor. Whether hosted or punch -out, the catalog must be strictly limited to the Contractor's awarded contract offering (e.g. products and/or services not authorized through the resulting cooperative contract should not be viewable by NASPO ValuePoint Participating Entity users). (a) Hosted Catalog. By providing a hosted catalog, the Contractor is providing a list of its awarded products/services and pricing in an electronic data file in a format acceptable to JAGGAER, such as Tab Delimited Text files. In this scenario, the Contractor must submit updated electronic data annually to the eMarket Center for the Lead State's approval to maintain the most up-to-date version of its product/service offering under the cooperative contract in the eMarket Center. (b) Punch -Out Catalog. By providing a punch -out catalog, the Contractor is providing its own online catalog, which must be capable of being integrated with the eMarket Center as a. Standard punch -in via Commerce eXtensible Markup Language (cXML). In this scenario, the Contractor shall validate that its online catalog is up-to- date by providing a written update annually to the Lead State stating they have audited the offered products/services and pricing listed on its online catalog. The site must also return detailed UNSPSC codes (as outlined in line 3) for each line item. Contractor also agrees to provide a -Quote functionality to facilitate volume discounts. d. Revising Pricing and Product Offerings: Any revisions to product/service offerings (new products, altered SKUs, new pricing etc.) must be pre -approved by the Lead State and shall be Page 21 of 23 NASPO ValuePoint Master Agreement Ts and Cs (November 2016) DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B subject to any other applicable restrictions with respect to the frequency or amount of such revisions. However, no cooperative contract enabled in the eMarket Center may include price changes on a more frequent basis than annually. The following conditions apply with respect to hosted catalogs: (1) Updated pricing files are required by the 1 st of the month and shall go into effect in the eMarket Center on the [I st day of the following month (i.e. file received on 1/01/17 would be effective in the eMarket Center on 2/01/17)]. Files received after the 1 st of the month may be delayed up to a month (i.e. file received on 11 /06/17 would be effect in the eMarket Center on 1/01/18). (2) Lead State -approved price changes are not effective until implemented within the eMarket Center. Errors in the Contractor's submitted pricing files will delay the implementation of the price changes in eMarket Center. e. Supplier Network Requirements: Contractor shall join the JAGGAER Supplier Network (SQSN) and shall use JAGGAER's Supplier Portal to import the Contractor's catalog and pricing, into the JAGGAER system, and view reports on catalog spend and product/pricing freshness. The Contractor can receive orders through electronic delivery (cXML) or through low -tech options such as fax. More information about the SQSN can be found at: www.sciquest.com or call the JAGGAER Supplier Network Services team at 800-233-1121. f Minimum Requirements: Whether the Contractor is providing a hosted catalog or a punch -out catalog, the Contractor agrees to meet the following requirements: (1) Catalog must contain the most current pricing, including all applicable administrative fees and/or discounts, as well as the most up-to-date product/service offering the Contractor is authorized to provide in accordance with the cooperative contract; and (2) The accuracy of the catalog must be maintained by Contractor throughout the duration of the cooperative contract; and (3) The Catalog must include a Lead State contract identification number; and (d) The Catalog must include detailed product line item descriptions; and (5) The Catalog must include pictures when possible; and (6) The Catalog must include any additional NASPO ValuePoint and Participating Addendum requirements. Although suppliers in the SQSN normally submit one (1) catalog, it is possible to have multiple contracts applicable to different NASPO ValuePoint Participating Entities. For example, a supplier may have different pricing for state government agencies and Board of Regents institutions. Suppliers have the ability and responsibility to submit separate contract pricing for the same catalog if applicable. The system will deliver the appropriate contract pricing to the user viewing the catalog. Page 22 of 23 NASPO ValuePoint Master Agreement Ts and Cs (November 2016) DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B g. Order Acceptance Requirements: Contractor must be able to accept Purchase Orders via fax or cXML. The Contractor shall provide positive confirmation via phone or email within 24 hours of the Contractor's receipt of the Purchase Order. If the Purchasing Order is received after 3pm EST on the day before a weekend or holiday, the Contractor must provide positive confirmation via phone or email on the next business day. h. UNSPSC Requirements: Contractor shall support use of the United Nations Standard Product and Services Code (UNSPSC). UNSPSC versions that must be adhered to are driven JAGGAER for the suppliers and are upgraded every year. NASPO ValuePoint reserves the right to migrate to future versions of the UNSPSC and the Contractor shall be required to support the migration effort. All line items, goods or services provided under the resulting statewide contract must be associated to a UNSPSC code. All line items must be identified at the most detailed UNSPSC level indicated by segment, family, class and commodity. i. Applicability: Contractor agrees that NASPO ValuePoint controls which contracts appear in the eMarket Center and that NASPO ValuePoint may elect at any time to remove any supplier's offering from the eMarket Center. j. The Lead State reserves the right to approve the pricing on the eMarket Center. This catalog review right is solely for the benefit of the Lead State and Participating Entities, and the review and approval shall not waive the requirement that products and services be offered at prices (and approved fees) required by the Master Agreement. k. Several NASPO ValuePoint Participating Entities currently maintain separate JAGGAER eMarketplaces, these Participating Entities do enable certain NASPO ValuePoint Cooperative Contracts. In the event one of these entities elects to use this NASPO ValuePoint Cooperative Contract (available through the eMarket Center) but publish to their own eMarketplace, the Contractor agrees to work in good faith with the entity and NASPO ValuePoint to implement the catalog. NASPO ValuePoint does not anticipate that this will require substantial additional efforts by the Contractor; however, the supplier agrees to take commercially reasonable efforts to enable such separate JAGGAER catalogs. Page 23 of 23 NASP❑ ValuePoint Master Agreement 7s and Cs (November 2016) DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B ATTACHMENT B SCOPE OF WORK Category 1: Access Control Systems Category 2: Burglar Alarms Category 3: Surveillance Services & Equipment Category 4: Portable Fire Extinguishers Category 5: Fire Extinguishing Systems Category 6: Fire Sprinkler Systems Category 7: Fire Alarm/Protective Signaling Systems Category 8: High Security Control Systems Category 9: Inspections & Monitoring ■ Fire Extinguishing Systems • Fire Sprinkler Systems • Alarm Monitoring • Fire Alarm/Protective Signaling Systems Each category (Sections 1.1 through L 9) will be evaluated separately by the Evaluation Committee. Committee members will score each category independently of the others, and will make awards as in the best interest of the Lead State and ValuePoint. Vendors may submit a proposal for any or all of the categories listed in the Scope of Work, but may not submit for less than one entire category. Vendors must clearly identify in their proposal the category or categories, the section number(s) and geographic location for which they are proposing. For all categories below, the vendor: • Must ensure that the facilities are in compliance with all existing Participating Entities rules and regulations; • Must be in compliance with current National Fire Protection Association (NFPA) Standards, Participating Entities Contractor's Board Licensing and Participating Entities State and Local Fire regulations at the time supplies or systems are delivered pursuant to an order under the Master Agreement; ■ Must ensure all services are conducted by a State Certified/Licensed Technician; ■ Must ensure all services are conducted in accordance with any certification requirements within Participating Entitles; DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B • May offer additional services as related to awarded categories; ■ Must ensure all equipment is compatible to the best industrial standards and must function as designed after installation; ■ Must designate a single point of contact to be the liaison for state information technology staff to handle the day-to-day operations. References for this designee must be submitted as part of the vendor's proposal; • May not apply surcharges for transportation, fuel, energy, insurance or any other reason throughout the duration of the contracts); and ■ Shall ensure permits must be current and remain current. * When providing services, vendor must: Discuss findings with the Purchasing Entity's point of contact prior to leaving site; and Submit a report including the findings no later than 24 hours after inspection. • inspections performed shall include the cost of the initial inspection, any required maintenance, and any needed follow-up inspections (at no additional cost for the follow up inspection). ■ Must be an authorized reseller of any manufacturer brand offered. Certification must be made available to Participating Entities upon request. ■ Must not allow any part of the resulting contract from this solicitation be performed offshore of the United States by persons located offshore of the United State or by means, methods, or communications that, in whole or in part, take place offshore of the United States. A. AGREEMENTS The agreement between vendors and agencies will include, but are not limited to the following: If vendors will require agencies to sign a subordinate agreement the subordinate agreement must be approved by each Purchasing Entity prior to signing. ■ Awarded vendors shall provide separate quotes within 48 hours of request (unless otherwise approved by Purchasing Entity) for each new or replacement installation as required by the Purchasing Entity. Quotes should offer price differences for lease and purchase options as requested by the Purchasing Entity. ■ Awarded vendors shall provide separate quotes within 48 hours of request (unless otherwise approved by Purchasing Entity) for maintenance of new and existing systems as required by each Purchasing Entity. Quotes should offer price differences for lease and purchase options as requested by the Purchasing Entity. DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B ■ Purchasing Entity may have proprietary equipment. It will be the vendor's responsibility to work with or notify the Purchasing Entity regarding maintenance and repair of proprietary equipment. B. BACKGROUND CHECKS ■ All background checks must be completed after contracts have been awarded, but prior to any work being done. ■ All vendors' employees providing on -site services to this contract must be required to submit to and pass background checks. Upon request from Purchasing Entities, vendors must provide copies of background checks or submit to additional security requirements. ■ All costs associated with background checks will be at vendor's expense. ■ It is the vendor's responsibility to ensure the following: ■ Vendors must not begin work on the contract until clearance has been issued by the Purchasing Entity; and ■ Notification and access to facilities will be pre -authorized by Purchasing Entities. C. PUBLIC WORKS PROJECTS ■ Any projects that are federally funded may be subject to the requirements of Davis -Bacon Act and/or the Davis -Bacon Wage Decision. ■ Labor prices for affected projects may be negotiated between the using entity and the contractor, provided the contractor provides adequate documentation for any negotiated increase. Documentation may include payroll records, copies of wage decisions, and/or other information that establishes a clear difference between the contractor's standard wage and the prevailing Davis -Bacon wage for any affected employee for that proj ect. ■ Under no circumstances will that price be increased by an amount higher than the difference between the normal hourly rate and the hourly rate required by the applicable Davis -Bacon Wage Decision. ■ Vendors must include in job quotes the standard business hours and prevailing wage rate for the job location. Quotes should include shift differential, if any, for working nights and weekends. ■ Jobsites must be cleaned every day. Awarded vendor(s) must complete any punch lists within five (5) days of receipt. Exceptions to this standard may be addressed on an individual project basis. DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B • Asbestos • Asbestos may be present within State-owned facilities, and may be encountered in previously inspected buildings. ■ Upon discovering asbestos or a suspected asbestos -containing material (ACM), all work shall immediately stop in the affected area and contact the project manager and/or building owner; • The project manager and/or building owner shall assume responsibility for taking material samples for testing; and ■ The project managerlbuilding owner will convey all pertinent information regarding asbestos test results to the vendor and, if necessary, conduct any required remediation prior to resuming work in the affected area. • All remediation work must be performed by a contractor specifically licensed and/or certified to perform asbestos remediation. • Vendors may be held liable for violations of any applicable federal, state and/or local environmental laws or regulations, whether committed through action or inaction. D. GENERAL REQUIREMENTS • Vendors must guarantee workmanship at vendors' expense for a period of twelve (12) months from date of installation. • Work shall be performed in accordance with manufactures' recommendations and with all current local codes, regulations, and installation guidelines. • The awarded vendor(s) may be required to do some work after normal business hours (8am-5pm, unless otherwise specified by the Purchasing Entity); however, it is anticipated that most work will be completed during normal business hours. • Vendor staff is responsible for performing a standard site walk-through and providing competent personnel to perform the specific scope(s) required. Due to the nature of these scopes of work and the liability involved, each Purchasing Entity will have the final determination of competency in all matters regarding personnel provided by the vendor. ■ Once the awarded vendor(s) has possession of the equipment to be installed, the responsibility for all equipment, including storage during installation work, shall be at the awarded vendor's expense when storage space is unavailable at the jobsite. E. PENALTY FOR IMPROPER PRICING • It is the vendor's responsibility to ensure that all prices proposed for all projects are accurate and consistent with the terms of the contract. DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B • For all projects completed under this contract: if a vendor submits an invoice containing incorrect pricing in favor of the vendor, that vendor shall submit a new, corrected invoice with a 25% reduction in cost for each incorrectly priced item. • If vendor continues to provide incorrect invoicing each Purchasing Entity has the option to cancel their contract in its entirety without penalty. • Vendors are not allowed to aggregate fees into contract after award has been made. Failure to comply may be grounds for cancellation. F. STANDARD OF PERFORMANCE AND ACCEPTANCE • The Standard of Performance applies to all product(s) purchased under this Master Agreement, including any additional, replacement, or substitute product(s), as well as any product(s) which are modified by or with the written approval of the vendor and acceptance by the Purchasing Entity. • The Acceptance Testing period shall be seven (7) calendar days, or any other time period identified in the solicitation or the Participating Addendum, beginning with the day after the product is installed certification is received that the product is ready for Acceptance Testing. ■ If the product does not meet the Standard of Performance during the initial period of Acceptance Testing, the Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the Standard of Performance is met. ■ Upon rejection, the vendor will have three (3) calendar days to cure any Standard of Performance issue(s). ■ If, after the cure period, the product still has not met the Standard of Performance, the Purchasing Entity may, at its option: ■ Declare the vendor to be in breach and terminate the order; ■ Demand a replacement product from the vendor at no additional cost to Participating Entity; or • Continue the cure period for an additional time period agreed upon by the Participating Entity and the vendor. ■ Vendor shall pay all costs related to the preparation and shipping of returned products. ■ No product shall be accepted and no charges shall be paid until the Standard of Performance is met. ■ The warranty period will begin upon the Purchasing Entity's approval. DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B G. TRAVEL All travel will be negotiated within each PA. Travel may be subject to limits of the Participating Entity's rules. H. AUTHORIZATION TO WORK Contractor is responsible for ensuring that all employees and/or subcontractors are authorized to work in the United States. I. SYSTEM COMPLIANCE WARRANTY Licensor represents and warrants: (a) that each Product shall be Date Compliant; will operate consistently, predictably and accurately, without interruption or manual intervention, and in accordance with all requirements of this Agreement, including without limitation the Applicable Specifications and the Documentation, during each such time period, and the transitions between them, in relation to dates it encounters or processes; (b) that all date recognition and processing by each Product will include the Four Digit Year Format and will correctly recognize and process the date of February 29, and any related data, during Leap Years; and (c) that all date sorting by each Product that includes a "year category" shall be done based on the Four Digit Year Format. J. TERMS AND CONDITIONS FOR GOODS The information in this section does not need to be returned with the vendor's proposal. However, if vendors have any exceptions and/or assumptions to any of the terms and conditions in this section, they MUST identify in detail their exceptions and/or assumptions on Attachment E, Technical Proposal Certification of Compliance. In order for any exceptions and/or assumptions to be considered they MUST be documented in Attachment E. The State will not accept additional exceptions and/or assumptions if submitted after the proposal submission deadline. K. EXPRESS WARRANTIES For the period specified on the face of the Contract, Contractor warrants and represents each of the following with respect to any goods provided under the Contract, except as otherwise provided on incorporated attachments: ■ Fitness for Particular Purpose The goods shall be fit and sufficient for the particular purpose set forth in the RFP or other solicitation documents. ■ Fitness for Ordinary Use The goods shall be fit for the purpose for which goods of a like nature are ordinarily intended, it being understood that the purpose for the goods covered by the Contract are ordinarily intended is general government administration and operations. ■ Merchantable, Good Quality, No Defects The goods shall be merchantable, of good quality, and free from defects, whether patent or latent, in material and workmanship. ■ Conformity The goods shall conform to the standards, specifications and descriptions set forth in the incorporated attachments. If Contractor has supplied a sample to the State, the goods delivered DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B shall conform in all respects to the sample and if the sample should remain in the State's possession it shall be identified by the word "sample" and the signature of Contractor's sales representative. r Uniformity The goods shall be without variation, and shall be of uniform kind, quality, and quantity within each unit and among all units. • Packaging and Labels The goods shall be contained, packaged, and labeled so as to satisfy all legal and commercial requirements applicable to use by a government agency, including without limitation, OSHA material safety data sheets and shall conform to all statements made on the label. ■ Full Warranty The foregoing warranties are "full" warranties within the meaning of the Magnuson -Moss Warranty - Federal Trade Commission Improvement Act, 15 U.S.C. § 2301 et seq., and implementing regulations 16 C.F.R. pts. 700-703, if applicable to this transaction. • Infringement Indemnity Refer to Attachment A — NASPO ValuePoint Master Agreement Terms and Conditions, Section 33. • Usage of Trade; Course of Dealings; Implied Warranties Contractor shall also be bound by any other implied warranty that, at the time of execution of the Contract, prevails in the trade of government in the marketing area in and about the State of Nevada. Contractor shall also be bound by any other implied warranty arising through course of dealings between Contractor and the State from and after the execution of the Contract. Contractor shall also be bound by all warranties set forth in Nevada's Uniform Commercial Code (NRS Title 8) in effect on the date of execution of the Contract. ■ Warranties Cumulative It is understood that warranties created by the Contract, whether express or implied, as well as all warranties arising by operation of law that affect the rights of the parties under the Contract, are cumulative and should be construed in a manner consistent with one another. ■ Priority of Warranties If it is held by a court of competent jurisdiction that there is an irreconcilable conflict between or among any of the warranties set forth in the Contract and any warranties implied by law, the parties agree that the specifications contained in the Contract shall be deemed technical and mere language of description. • Beneficiaries of Warranties Benefit of any warranty made in the Contract shall be in favor of the State of Nevada and Participating Entities, any of their political subdivisions or agencies, and any employee or licensee thereof who uses the goods, and the benefit of any warranty shall apply to both personal injury and property damage. Delivery; Inspection; Acceptance; Risk of Loss Contractor agrees to deliver the goods as indicated in the Contract, and upon acceptance by the State, title to the goods shall pass to the State unless otherwise stated in the Contract. The State shall have the right to inspect the goods on arrival and, within a commercially reasonable time, DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B the State must give notice to Contractor of any claim or damages on account of condition, quality, or grade of the goods, and the State must specify the basis of the claim in detail. Acceptance of the goods is not a waiver of UCC revocation of acceptance rights or of any right of action that the State may have for breach of warranty or any other cause. Unless otherwise stated in the Contract, risk of loss from any casualty, regardless of the cause, shall be on Contractor until the goods have been accepted and title has passed to the State. If given any, the State agrees to follow reasonable instructions regarding return of the goods. ■ No Arrival; No Sale The Contract is subject to provisions of no arrival, no sale terms, but proof of shipment is to be given by Vendor, each shipment to constitute a separate delivery. A variation of ten days in time of shipment or delivery from that specified herein does not constitute a ground for rejection. The State may treat any deterioration of the goods as entitling the State to the rights resulting from a casualty to the identified goods without regard to whether there has been sufficient deterioration so that the goods no longer conform to the Contract. Price; Taxes; Payment The price quoted is for the specified delivery, and, unless otherwise specified in the Contract, is F.O.B. to the delivery address specified above. Unless otherwise specified in the Contract, the price does not include applicable federal or State sales, use, excise, processing or any similar taxes, or duty charges, which shall be paid by the State, or in lieu thereof, the State shall provide Vendor with a tax exemption certificate acceptable to the applicable taxing authority. Unless otherwise specified in the Contract, payment shall be made for Orders by State agencies by warrant drawn on the State of Nevada (in accordance with Nevada law) and mailed to Vendor at the address specified above (or to assignee if assignment is acknowledged by the State) within the time specified above. DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B SERVICE CATEGORIES 1.1 CATEGORY 1 — ACCESS CONTROL SYSTEMS The Access Control Systems category includes, but is not limited to the following services: 1.1.1 All aspects of access control system services. 1.1.2 Installation of new systems. 1.1.3 Replacement or upgrade of systems. 1.1.4 Removal of existing systems. 1.1.5 Integration of various types of systems. I.1.b Provide and install all related equipment and any items necessary for operation and installation of equipment such as wires and fasteners that are needed to complete work. 1.1.7 Maintenance and repair (including emergency repairs) of systems 1.1.7.1 Respond on site to trouble calls within four (4) hours, including weekends and holidays. 1.1.7.2 Repair personnel must carry adequate hardware inventory to replace, repair, and/or maintain each system at the time dispatched. I.1.7.3 Repair personnel must be prepared to provide an immediate replacement for defective equipment and shall not remove a defective unit without an immediate replacement. 1.1.7.4 Replacement and repair of equipment must be provided to a specific location, or within an assigned geographical area inside a location. 1.1.8 Provide programming and work individually with each participating state's information technology staff when installing new or maintaining previously installed systems. 1.2 CATEGORY 2 — BURGLAR ALARM SYSTEMS The Burglar Alarm Systems category includes, but, is not limited to the following services: 1.2.1 All aspects of burglar alarm system services. 1.2.2 System Monitoring: • Provide a 24-hour (UL) station. ■ Provide backup communication, i.e. radio or cell phone. DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B 1.2.3 Installation of new systems. 1.2.4 Replacement or upgrade of systems. 1.2.5 Removal of existing systems. 1.2.6 Maintenance and repair (including emergency repairs) of systems. 1.2.6.1 Respond on site to trouble calls within four (4) hours, including weekends and holidays. 1.2.6.2 Repair personnel must carry adequate hardware inventory to replace, repair, and/or maintain each system at the time dispatched. 1.2.6.3 Repair personnel must be prepared to provide an immediate replacement for defective equipment and shall not remove a defective unit without an immediate replacement. 1.2.6.4 Replacement and repair of equipment must be provided to a specific location, or within an assigned geographical area inside a location. 1.2.7 Integration to existing systems as requested. 1.2.8 Provide and install all related equipment and items that are needed to complete work. 1.2.9 The authorized Purchasing Entity's representative and/or designee will identify the procedures by which work requests will be assigned. 1.2.1 U Existing systems must be matched in any new additions or new construction. During renovations, the system in the renovated area being replaced must match the system that is currently in operation and must become an integral part thereof. Vendors must ensure complete connectivity and integration to each existing system in those instances where an addition or upgrade is warranted. 1.2.11 Designate a single point of contact who can address the programing needs of alarm systems in use throughout the Purchasing Entity's facilitates with a certified tech. 1.2.12 Vendors must possess the ability to provide for individual access codes. 1.3 CATEGORY 3 — SURVEILLANCE SERVICES AND EQUIPMENT This category includes, but, is not limited to the following services: 1.3.1 All aspects of cloud -based and video surveillance systems, services and equipment. 1.3.2 Installation of new systems. 1.3.3 Replacement or upgrade of systems. 1.3.4 Removal of existing systems. DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B 1.3.5 Maintenance and repair (including emergency repairs) of systems. 1.3.5.1 Respond on site to trouble calls within four (4) hours, including weekends and holidays. 1.3.5.2 Repair personnel must carry adequate hardware inventory to replace, repair, and/or maintain each system at the time dispatched. 1.3.5.3 Repair personnel must be prepared to provide an immediate replacement for defective equipment and shall not remove a defective unit without an immediate replacement. 1.3.5.4 Replacement and repair of equipment must be provided to a specific location, or within an assigned geographical area inside a location. 1.3.6 Integration to existing systems as requested. 1.3.7 Provide and install all related equipment such as wires and fasteners that may be needed to complete work. 1.3.8 Provide the option to use video cards for video surveillance. 1.3.9 Vendors must offer video cards with various capacity sizes to meet all potential needs. Capacity and specifications as determined by the Participating Entity. 1.3.10 Provide the option for agencies to build their own stand-alone computer to run the system, or request that the vendor build it for them. 1.3.I 1 Offer a wide variety of indoor and outdoor cameras and wireless transmitters to work in conjunction with video cards. 1.4 CATEGORY 4 - PORTABLE FIRE EXTINGUISHERS The Portable Fire Extinguisher category includes, but is not limited to the following services: 1.4.1 Providing or replacing portable fire extinguishers; 1.4.1.I Supply extinguisher. 1.4.1.2 Installation of extinguisher. 1.4.1.3 Removal of any old extinguisher. 1.4.2 Maintaining existing portable fire extinguisher; 1.4.3 Annual tests and inspections; 1.4.4 Periodic internal examination and maintenance as required by state law; l .4.5 Hydrostatic testing of portable fire extinguishers as required by NFPA 10; DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B 1.4.6 Vendors will provide users with a receipt for all services performed; and 1.4.7 Fire inspection tags will be attached to all inspected fire extinguishers. 1.4.8 Vendors must adhere to the following process for the safety of the staff and/or public when extinguishers are being replaced. 1.4.8.1 Replace existing extinguisher with an extinguisher that is of the same size and type temporarily while servicing the extinguisher; and 1.4.8.2 Return the serviced extinguisher to its original location and remove the temporary replacement. It is acceptable to replace the next extinguisher to be serviced at the next location with the newly serviced extinguisher, provided it is of the same size and type, and it may be mounted properly. 1.5 CATEGORY 5 - FIRE EXTINGUISHING SYSTEMS The Fire Extinguishing System category includes, but is not limited to the following services: 1.5.1 Installing new extinguishing systems; 1.5.1.1 Pre-engineered systems. 1.5.1.2 Engineered systems. 1.5.2 Replacing extinguishing systems; 1.5.3 Retrofitting extinguishing systems; 1.5.4 Maintaining extinguishing systems; and 1.5.5 Repairing extinguishing systems. 1.6 CATEGORY 6 - FIRE SPRINKLER SYSTEMS The Fire Sprinkler Systems category includes, but is not limited to the following services: • Installing new automatic sprinkler systems; ■ Replacing automatic sprinkler systems; ■ Retrofitting automatic sprinkler systems; ■ Maintaining automatic sprinkler systems; and • Repairing automatic sprinkler systems. 1.7 CATEGORY 7 — FIRE ALARMIPROTECTIVE HAZARD SIGNALING SYSTEMS The Protective Hazard Signaling Systems category is for installed devices and equipment including, but not limited to, all smoke detectors, heat detectors, carbon monoxide detectors, flame detectors, water flow switches, pull stations, remote annunciators, horns, strobes, fuses, lamps, LED's, control panels, control equipment, batteries, and wiring or cabling. This category includes, but is not limited to the following services: DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B ■ Installing new alarm systems; • Replacing alarm systems; • Retrofitting of alarm systems; ■ Maintaining and cleaning alarm systems; and • Repairing alarm systems. 1.8 CATEGORY 8: HIGH SECURITY CONTROL SYSTEMS The High Security Control Systems category includes, but is not limited to the following services: ■ Replacement or upgrade of systems. ■ Testing, training, ■ The DCS category custom -integrates HMI /SCADA operator interfaces with programmable logic controllers (PLCs), and various communication subsystems to create a single integrated security system. Custom tailor, program, and configure to remotely move and secure confined individuals in a specific detention, correctional, courts holding, mental health, or similar secure facility; generally, from a 24-hour central control room supported by distributed satellite stations. Representative subsystems may include, but is not limited to: • Operator interfaces employing PC -based human -machine -interface (HMI) and supervisory control and data acquisition components (SCADA) software. Configure as client/server or peer systems. Representative pointing devices include mouse, touchscreen, or both. ■ Master -to -master staff intercommunications, typically on a full -duplex, dialup basis. + Door monitoring and control systems. Field device interfaces (relays, fuses, and terminals) to detention locking systems and door control programming. ■ Utility monitoring and control systems. Data interfaces or field device interfaces to lighting control panels and relays, power control relays and breakers, flushing control systems, water control valves, telephone cutoff relays, fan control relays, generator monitoring interfaces, transfer switch monitors and transfer relays, and similar utility monitoring and control systems. • Perimeter alarm systems. Data interfaces or field device interfaces to perimeter security and intrusion detection systems. ■ Duress alarm systems. Data interfaces or field device interfaces to fixed or mobile duress alarm systems, including body -warn transmitters, duress pushbuttons, and subsystems that provide locating technology. 1.8.2 Maintenance and repair, including emergency repairs of system. DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B • Respond on site to trouble calls within four (4) hours, including weekends and holidays. • Adequate hardware inventory to replace, repair, and/or maintain each system at the time dispatched. ■ Vendor to be prepared to provide an immediate replacement for defective equipment and shall not remove a defective unit without an immediate replacement. 1.9 CATEGORY 9: INSPECTIONS & MONITORING Vendor must: • Guarantee system performance 99% uptirne. ■ Perform inspections as required by the Purchasing Entity. 1.9.1 Fire Extinguishing Systems The Fire Extinguishing System category includes inspections of new extinguishing systems, including: • Pre-engineered systems; and • Engineered systems. 1.9.2 Fire Sprinkler Systems Awarded vendors will be required to perform the following annual services: 1.9.2.1 Inspect installed equipment, including alarm devices, sprinkler heads, pipes, insulation, line pressure, unusual wear/corrosion, hose connections, hose racks, fire department connections, and other equipment in accordance with all rules and regulations within the Participating Entities; 9.2.2 Provide condition analysis report for all equipment inspected, highlighting any potential repairs needed, including any known rules and/or regulation infractions, noting specific location/equipment and specific rule and/or regulation violated prior to any repairs; 1.9.2.3 Ensure that systems are constantly operational. 1.9.3 Fire Alarm/Protective Signaling Systems Awarded vendors will be required to perform the following semiannual/annual inspection services: * * 1.9.3.1 Inspect installed equipment, including complete testing of all fire alarm initiating devices, supervisory devices, and notification appliances; DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B 1.9.3.2Inspect fuses, lamps, LEDs, control equipment including all wiring, connections and insulation; and 1.9.2.3 Provide the Participating Entities with a test report within 24 hours of completion, unless otherwise agreed upon in writing by both parties. ** Some facilities may not accommodate one complete inspection per year of all fire alarm systems at one time. In this case, vendors will be required to service a portion of the alarm system each quarter until all systems have been inspected throughout the course the year. 1.9.4 Alarm Monitoring Provide a 24 hour, 7 day per week UL listed station for monitoring alarm systems, including providing backup communication using a radio or cellular service.