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Home My WebLink About098-20 - Stanley Convergent - Contract Amendment 1City of Port Orchard 216 Prospect Street Port Orchard, WA 98366 (360)876-4407 Stanley ConvergentSecurity Solutions8350 Sunlight Dr.Fishers, IN 46037 P .0. No. 004-20 REVISED Date: lune 29, 2020 Ship To: Bill To: City of Port Orchard 216 Prospect Street Attn: Accounts Payable City Of Port Orchard 216 Prospect Street Port Orchard, WA 98366 Port Orchard, WA 98366 Tony Lang Operations Manager Qty Ordered By: Description Unit Price REVISED TO INCLUDE SALES TAX Equipment and Material Labor and Additional Total 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&J 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 Subtotal Tax (9%) THIS ORDER IS A CONFIRMATION Yes Est. Freight THIS ORDER IS NOT A CONFIRMATION ACCOUNT CODE Shipping Bal Due Total $30, 523.55 $44,600.00 $75,123.55 $6,761.15 $81,884.70 City of Poft Orchard 2L6 Prospect Street Poft Orchard, WA 98366 (360) 876-44A7 Stanley Convergent Security Solutions 8350 Sunlight Dr Fishers, IN 46037 Ship To: Bill To: Attn: Accounts Payable City Of Port Orchard 216 Prospect Street Port Orchard, WA 98366 Ordered By: Qtv Description THIS ORDER IS A CONFIRMATION Yes THIS ORDER IS NOT A CONFIRMATION ACCOUNT CODE PURCHASE ORDER P.O. No. 004-20 Date: February 27,2O2O Unit Price Total Subtotal Tax (9%) Est. Freight Shipping Bal Due City 2L6 of Port Orchard Prospect Street Orchard, WA 98366Port Steve Havertff, Finance City Clerk or Signature Lift Station #1 Equipment and Material $30,523.55 Labor and Additional Total $44,600.00 (see attached details) PREVAILING WAGE- Requirements applies to this project. Workers shall receive no less than the prevailing rate of wage. IMPORTANH The intent to Pay must be filed with LNI before the City will pay any invoices. INSURANCF City must have certifrcate of insurance listing the CiU as an additional iisured, with endorcemenE. See attached require- menb. ATTACH-a copy of the Affrdauit and the Intent that is posted on the L&I website to your invoice. Do not submit your invoice without a copy of these documenB attached. rF TOTAL COST IS OVER $Z5OO.OO ATTACH PRCTCUREMETUT EDCUMEflTS W5,p3.55 $75,L23.55 STANLEY Security City of Port Orchard 2L6 Prospect St, Port Orchard, WA 98365 Proposal Generated Q-1437r0 STANLtY Convergant Securrty Solutions, lnr Equiprnent & Labor Summary 2124/2020 EQUIPMENT QW Paft Number Description Unit Price Extended Price 1 PERMITS PERMITS - One Time 3rd Pafi Permit Fee $386.09 $386.08 3 1P1502 M ERCURY INTELLIGENT CONTROLLER $ 1,290.96 $3,872.58 7 SYMR52 READER INTERFACE $564.75 $3,953.25 1 SYCloudlink SYNERGIS CLOUD LINK $ 1,030.90 $ 1,030.90 18 92OPTNNEKOOOOO MULTICLASS RP4O SE READER $ 183.61 $3,304.99 18 19012WGW 3/4IN STL DR SWT WDGP SPDT $ 10.25 $ 184.50 18 DS160 PIR REQUEST TO EXIT SENSOR WITH SOUNDER GRAY $67.73 $r,2t9.14 1B DS160 PIR REQUEST TO EXIT SENSOR WITH SOUNDER GRAY $67.73 $r,219.t4 BILL OF MATERIALS AND LABOR BREAKDOWN d 3 LSPl6DRE6M 1 LSP . 16 DOOR, 3OH X 23W X 6.5DIN E6M1 $L,24r.2r $3,723.63 9 FASTOTS TzV 7AH SLA BATTERY $ 15.02 $ 135.19 8 454932AYW CARD ACC COMP SHLD PLENUM sOOFT $687.44 $5,499.52 200 2OOOPGGMN ICLASS 2K BITS 2 APPLICATION $3.09 $618.00 1 050000 DTC1250E USB PRNTR W 3YR WTY $1,3 L0.97 $1,3 t0.97 1 RDRSOOS1AKU RF IDEAS PCPROX PLUS ENROLL WICLASS BI.ACK USB READER $244.73 $244.73 1 TBD JIC MATL TBD JIC MATL $ 148.70 $ 148.70 1 TBD CONDUIT TBD CONDUIT $ 148.70 $ 149.70 1 GSCSYP SYNERGIS PRO BASE PACKAGE $3,302.65 $3,302.65 1B ADVRDRPlY GENETEC ADVANTAGE FOR 1 SYNERGIS PRO REA $r2.27 $220.96 1 GSCBASE5S 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 I Qtv Part Number Description Unit Price Extended Price 1 SSS9ODAYWARR 90 DAYS $0.00 $0.00 179 SSSGSAINTTEC GOVERNMENT INSTALLATION TECHNICIAN I $ 100.79 $ 18,04 t.4L IABOR lrrrocrRADLB1 FIXED PRICE ADDTL CONTRACTOR IABOR $24,099.53 $24,099.53 lrrrorAPRJMGI20 GOVERNMENT PROJECT MANAGER I $115.91 $2,319.20 1,,,,..,.,,1 DESIGN AND COMMISSIONING $0.00 $0.00 1,,,,,*1 INSTALI.ATION TRIP CHARGE $151.18 $151.18 LABOR AND ADDITIONAL TOTAL $44$00.00 GRAND TOTAL $75,123.55 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 ('CUSTOMER') AGREE ON THIS 24TH DAY OF FEBRUARY, 2020, THAT SCSS SHALL PROVIDE THE SERVICES DESCRIBED BELOW AT 21 6 PROSPECT ST, PORT ORCHARD, WA 98366, ALL WORK EQUIPMENT, AND SERVICES ARE SUBJECT TO THE DETAILS SET FORTH HEREIN AND TO THE TERMS AND CONDITIONS OF THE FOLLOWNG AGREEMENT(S) BETWEEN THE PARTIES, lN ORDER OF PRECEOENCE: 1) ANY CURRENT MASTER AGREEMENT; ANDTOR 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 HTTPS://WVW.STANLEYSECURITY.COM/LEGAL. THIS SCHEOULE OF SERVICE AND PROTECTION, AND THE PRICES OUOTED HEREIN, SHALL EXPIRE IF NOT EXECUTEO 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 lnvestment Type: Direct Sale System lnformation System Type: Access Primary System: Secondary Systems: Customer to Provide 120 vac Power Outlets, Access to Device Locations, All Patching &tr9,AHJ, Aux'ry relays for Fire / sup'ory Devices, Lighting Conditions for CGTV, Network Connectivity, Network rack space, PC Client(s) hardwarc, PC Hardware for Access Control System, PC Server(s) hardware, Securcd storage of on-site equipment, Static IP address for equipment, UPS, 1.00 Permit Fee 3.00 LP1 5A2 MERCURY INTELLIGENT CONTROLLER 7.00 SYMR52 READER INTERFACE 1.00 ;YCloudlink SYNERGIS CLOUD LINK 18.00 g2OPTNNEKOOOOO MULTICLASS RP4O SE READER 18.00 19012WGW 3I4IN STL DR SWT WDGP SPDT 18.00 DS160 PIR REQUEST TO EXIT SENSOR lrt/lTH SOUNDER GRAY 18.00 DS160 PIR REQUEST TO EXIT SENSOR WITH SOUNDER GRAY 3.00 LSP16DRE6M1 LSP - 16 DOOR, 30H X 23W X 6.5DtN E6M1 9.00 FAS1075 12V 7AH SLA BA]TERY 8.00 4U932Anru CARD ACC COMP SHLD PLENUM SOOFT 200.00 2OOOPGGMN ICLASS 2K BITS 2 APPLICATION 1.00 050000 DTC125OE USB PRNTR W/ 3YR WTY 1.00 RDRSOOSlAKU RF IDEAS PCPROX PLUS ENROLL W/ICI3SS BI3CK USB READER 1.00 TBD JIC MATL 1.00 TBD CONDUIT TBD CONDUIT 1.00 GSCSYP SYNERGIS PRO BASE PACKAGE 18.00 ADVRDRP1Y GENETEC ADVANTAGE FOR 1 SYNERGIS PRO REA 1.00 (iSCBASE53 GSC BASE PACKAGE V. 5.8 1.00 GSC58 SOFTWARE VERSION 5.8 Equipment Part Number Descri Existing Equipment 36116 (334) 26.1-9388: t1€i682. AZ RC LCO5011; ACO6055. Alarm cornpany ( Hl 3,6390: lA AC-211. lD 01583o. 022 23471-SP-FA/LV; 1E3$CSA. Alarm S; 00&4*43, frY 12000293169. Licensed I 6501. VA 2745W7235A. 11-5481 WA t2u975"AR perators are li '2&AA-t1: lL' ilems Licens yNYSDept, STANLCS92{ ry Afl(Aleiil Security & I 1s2. FE75, Ralergh M 615'67. PA l7aa79 1n7.61931:tA 12737A,: MD 107-1828'.259. i,t 511 27ffi9 (919)7E8-5320; i{H O124-C: ru 10744E5: 6594 327%. Rl9448A: TSC '1996: 3C FAC33E7. BAC5501: Police Ptaza Dr. Little Rock. AR 72209 (501) 618-8600 CA 848019 - C FL EF0000772: GA 43970' 3601207680: MN TS001238. MS 19207-SC; 1fr24172 MT FPL-BEL-000132. NC rrglar Alarm Busrness Lic. # 348X0O022000; NM 374554: NV F400: F401 . 0071024. 80 1448 1650. 1446. CE-D 65528. TX ACR2639: ECR1821 . ga/40 UT 5704068-12: OK 95 *93?? V Quantity PERMITS TBD JIC MATL .0001911 04-'158 STANLEY Security STANLEY Convergent Security Solutions, Inc. Existing Equipment Asset Name Asset Des 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 DVRA/CR CONTROLS. PRICE PER LOCATION. 1.00 PNC PROVIDES 24X7 TELEPHONE TECHTechnical Assistance Center Support 1.00 Access Control - Prev. Maint - Annual 76+ Dev ANNUAL SCHEDULED PREVENTATIVE MAINTENANCE. THIS 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 - TECHNTCAL ASSTSTANCE CENTER (24X7). SYSTEM REPAIR, EQUIPMENT REPLACEMENT AND LIFT RENTALS ARE EXCLUDED. PNC PROVIDES 24X7 TELEPHONE TECHNICAL SUPPORT. PNC 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 AI-.ARMS, FIRE AISRMS AND CCTV DVRA/CR CONTROLS. PRICE PER LOCATION. 1.00 Technical Assistance Center Support Seruices Selected or Service Name Service Equipment Notes Theory of Operation 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 lT Admin - Desk (360) 876-7043 & Cell (360) 509-7129 - Email s havert@cityofportorchard. us Stanley Sales Consultant - Michael Cunningham - Phone 425-215-3616 Stanley Project Manager - TBD when project is booked. Stanley lnstallation and Operations Team - Please walk the site prior to ordering any equipment for this project. NOTE ** This is a prevailing wage Iabor installation. PIease file appropriate prevailing wage labor information with L&l** Stanley Security to provide and install Genetec Access Control equipment for 18 doors throughout the facilig 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 Softrvare and Licensing for 18 card readers on customer provided server PC. This softrare can be expanded up to 256 card readers for Enterprise Solution for future system expansion. Oty (5) Client Work Stations Softrare 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. aU (1) Genetec Synergis Cloud Link Device is required on the customers network for communication with the Genetec lntelligent System Controllers and the Dual Reader Boards connected to Genetec Softr,vare Server PC. Customer LAN or WAN must be utilized for Network Ftsnley OonVeoeat $eppr{y,Sohdions. !tUc. LicenSe,-lnf-olmalipn (as of *1-2019): AK 1003300: 104801: AL E88, 127E, 132', 36116 (334) 264-9386' t18682: AZ ROC204975: AR tr3A77: CMPY.0001911 . Regulated by Arkansas Bd of Private lrwest LCOSgl l : ACO6O55. Alarm co{npany operators are licensed and regulated by the Bureau of Securfry & lrvestlgative Services Hl 3,63$; lA AC-211: lD 015E30. 0?27&AA-1. lL 12700'1274. KY 338 (Louisville): t-A F1162', FE75', F1277; 6'1931 : MA 1 23471-SP-FA/LV; 183SCSA. Alarm Sysdems LicensirB 8c,., 3101 lndustrial Drive, Ste 104, Ralergh, NC 27S0€ (919)7E8-53: 00641X3; ItlY 12000293169. Licensed by NYS Dept. of State: Oll 53-89-1512'. OK 953: OR 1615,67: PA 032736: ftl q/HEq; fr 650'1. VA 27O587n5A. 11-5481. hlA STANLCS925MZ: WV 045298 Wl 969322 WY LV€-23879 1472. Complaints may be directed to Alabama Electronic Secunty Board of Lrcensure. 7956 Vaughn Rd., Montgomery, AL ators and Private Security Agencies. #1 State Police PlazaDr. Little Rock. AR72209 (501) 618-8600: CA 848019 - C'!0 )ept. of consurner Affairs. sacrarnenro, cA 95814; cT ELc.0184651-L5 DE 04-15E, FAL-0001 . FL 8F000A772 GA 439701 I37A: MD 1A7-1828,259 Ml 5103123.3601207680: MN TS001236: MS 19207-SC, 15024172'MT FPL-BEL-000132 NC t; NH 0424-C. NJ 1074485: 659423: Burglar Alarm Business Lic. # 348X00022000: NM 3745Y. NV F400: F401, AA71024 14996. SCFAC3387, BAC5501 TN 1180: 1448: 1650: 1446; CE-D65528. TXACR2639; ECR1821.B,02140 UT5704068- STANLEY 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, lnstalling 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 aV (3) SY-LP-1502 lntelligent Controllerwill be installed at (3) separate head end locations. (1) perfloor and head end location. aU (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. aty (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. aU (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. aty (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. aty (8) 454932A\ n/ 500' spools of Access Control Composite Cable. aty (9) FAS1075 12VDC 7AH batteries for backup power at head end cabinets. (3) Batteries per floor head end location. aty (200) Access Cards - 2000PGGMN ICLASS 2K BITS ICLASS 2t(2, PRGMD, F-GLOSS, B-GLOSS, MATCH #, NO SLOI*MANDATORY PROGRAMMING INFO NEEDED: FORMAT, FACILITY CODE AND STARTING CARD NUMBER. Oty (1) Fargo DTC1250E USB lD PRINTER, COLOR, DUAL-SIDED, USB INTERFACE, 100-240 VAC, 3-YEAR PRINTER WARRANW Oty (1) RDR-80081AKU RF IDEAS PCPROX PLUS ENROLLMENT READER W|CI-ASS BLACK with USB. (License lncluded) Genetec Software, Support, and Licensing aty (1) GSC-SY-P Synergis Pro Base Package. aty (1) GSC-BASE-S.8 Security Center Base Package with 1 Directory, 5 Security Desk connectionsMeb Client, Basic Plan Manager, Alarm Management, Advanced Reporting, System Partitioning, Virtual Server Support. Oty (1) GSC-5.8 Genetec Security Center Softrare Version. Oty (18) ADV-RDR-P-1Y GenetecAdvantage for 1 Synergis Pro Reader 1 year per Reader. CUSTOMER RESPONSIBILITY: Not in Stanley Security Scope of Work. -1 10 volt AC power where required for each head end location per floor. -Provide and install all networUcommunication 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. lf 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 othenrvise agreed upon by customer and Stanley. Any work afier 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 LANMAN connections as required. -This quote does not include any requirements for ADA Door lntegrations or Fire alarm integrations by AHJ. lf required Stanley will invoice any required changes separately via change order agreed upon by customer. ,mlol1,ir!0Ui,tGdbyArtan9sBdofPrivdelnvecjgalo6aIrderiveesocuay4mirr,.lgdePdi@PtaaD.,tlf€RodqAR722og(50l)6lE{600icA6,t6019.c10| 6501: VA 270508735A. t t-5461: yllA STANLCS925ilZ: $,V Ot529E: l{l 96,8322: WY LV423E79. STANLEY Security STANLEY Convergent Security Solutions, lnc. (Advanced Service Options) ln 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 option(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. Selected of Quantity Service Name Service Description *Additional Tota! Monthly Fee Customer Authorization (Check Box to Select Additional Services) 1.00 Standard Service Plan Access Control Standard Service Plan (MONDAY - 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). $316.25 tI Advanced Service Recommendation *Amount is in addition to the Total Monthly Fe Additional servr@ will be added if aGepted via authorized initiats CUStOmgf lnitials :.r,,.":^rro*rr"u. 1l-s(,1i wa srANLcS925[,tz: sir lr.529!:trvt ftttz.:vtf Lvoz?tEtg. ,u4u STANLEY Security STANLEY Convergent Security Solutions, lnc. lnvestment Type: Direct Sale Pricing and Deposit Terms The term of this Schedule is for a period of 60 Months from the date hereof and shall thereafter renew as set forth in the Agreement to which this Schedule of Service and Protection ("SOSP") is a Schedule ("the Agreement"). Transaction !nformation: 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 quantlties and prices reflected in this SOSP are based upon the estimated number of components specifled in blueprints, site surveys, and/or 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 lT infrastructure, that were not anticipated in this SOSP; 4) the undisclosed presence of asbestos and/or 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 othenruise in the Agreement, SCSS shall have the right to submit invoices for progress payments based on percentage work completed. *Prices do not include taxesi Total lnstallation Price*: Up-front Deposit*: Payment Plan*: Balance Due Upon Completion*: $75,123.55 USD $0.00 Quarters - 25o/o I 25o/o I 25% I 25o/o $75,123.55 $66.65 USD Quafterly Monthlv Seruice Charaes Total Monthly Fee*: Payment Frequency: STANLEY Convergent Security Solutions, Inc Customer: City of Port Orchard Michael Cunningham Security Representative Senior Security Sales Consultant Security Representative Title 6 Customer (Sign) Customer (Print) STANLEY Authorized Manager (Sign)Title STANLEY Authorized Manager (Print) Not Binding on SCSS without either Authorized Management Approval Signature or SCSS Begins the lnstallation or Services. Account Payrnent Settings: PO Required by customer: tr @ripv,oootgtl.ftcgUl.Gdb'AltffiBdo(Priytrldrcildffiaanlirecsecany4mci.F,.l6tatePd@Pt].aor,UreRod(,AR722o9(501)61E{'0o:cAE,r.019-cl0; 6501: V^ 2705cn7235A. 1 l -548'1r WA STANLCSg2sMZ: try\, 045296. lryl 9693?2 WY LV4-879. STANLEY Security STANLEY Convergent Security Solutions, lnc. Street Address City State/Province Country ZiplPostal Code Attention Billing Contact Billing Phone Billing lD Special Handling Required N N N Notes for Special Handling PO# Billing Addresses:Installation lnvoices Recurring Services lnvoices Time & Material lnvoices 650l VA270.50€7235A 11-544t: WA STANLCS925UZ: Wl, O.a52OE: Wt 968322: Wy LV,@2387S. STANLEY Security Master Service Aoreement STANLEY Convergent Security Solutions, Inc. No. Q-1 43710 "Custome/'). This Master Agreement sets forlh the general tems and mnditions fo. $,hich SCSS shall provide seruies to Customer. SCOPE OF AGREEMENT. excluding holidays, unless Cuslomer subsqibes to a service plan described on the Schedule. Repair seruies for a SCSS med system are described on the Schedule. 2. Tom. Renflal. .nd Expiration. obligations of SCSS and the Customer, as to the providing of services to any such new lo€tions. Pavment. Customer agrees to pay SCSS: ths parties may renegotiate the Total Monthly Fee to reflec1 payment of the purcfiase prie for the equipment. A. ssrui@s are due Quarterly in advance, commencing from the first day of the monlh folliling the dats the systsm becomes operatire. B. c once a year, for the balane of the term and any renewal thereof. Customer agrses to pay the full amount of such inqease, which incrsase shall not ex@ed 3% percent ovsr tha pEvious twelve (12) months' basic ongoing charges. 4.Liouidated Damaoes and SCSS'S Limit3 of Liabilitv. purchasL such insumne; that SCSS offere seveial levels of protsclion and seruices and that the system and/or ssrvics dassibed in the Schedule has been chosen by Cuslomer after party hereto, whether as a third-parly beneficiary or otheMiss, wilh the exeption of named indemnitees in Article 4 hergin. 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 AND/OR SERVICES PROVIDED, DUE TO THE UNCERTAIN NATURE OF POTENTIAL DAMAGES AND/OR VALUE OF CUSTOMER'S PROPERTY OR THE PROPERTY OF OTHERS KEPT ON THE PROTECTED PREMISES WHICH MAY BE LOST, STOLEN, DESTROYED, DAIIiTAGED OR OTHERWISE AFFECTED BY OCCURRENCES WHICH THE SYSTEM OR SERVICE IS DESIGNED TO DETECT OR AVERT, INCLUOING LOSS, DAA'AGE, OR INABILITY TO OR IMPAIRMENT OF ACCESS TO CUSTOMER 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 LIMITEO TO AN AMOUNT EQUAL TO THE ANNUAL SERVICE CHARGE FOR THEPARTICULARLOCATIONINVOLVEDOR$lO,OOOWHICHEVERISLESS, (IFTHEREISNOANNUALSERVICECHARGEFORTHEPARTICULARLOCATIONINVOLVED,SCSS'S LIABILITY SHALL BE LIMITED TO $5OO,OO), THIS SUM SHALL BE PAID ANO RECEIVED EITHER (i) AS LIQUIOATED DAMAGES AND NOT AS A PENALTY, OR (iD 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 OTHERWSE, OF SCSS, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES. IF CUSTOMER WISHES SCSS TO INCREASE THE AMOUNT OF THE LIQUIDATEO DAMAGES OR LIMITATION OF LIABILITY AS PROVIDED ABOVE, CUSTOMER MAY OBTAIN FROM SCSS AN ADDITIONAL AMOUNT OF LIQUIDATED DAMAGES OR LIMITATION OF LIABILITY BY PAYING AN ADDITIONAL MONTHLY SERVICE CHARGE TO SCSS, SUBJECT TO WRITTEN APPROVAL BY AN AUTHORIZED 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. of others in its pre-mises, cusroMER AGREES To tNDEMNtFy AND SAVE HARMLESS scss, rrs EMpLoyEES, AGENTS, oR REPRESENTATIVES, AND us BANK EQUIPMENT FINANCE IF US BANK EQUIPMENT FINANCE HAS PROVIDED ANY FUNOS IN RELATION TO THIS AGREEMENT, FROM AND AGAINST ALL CLAIMS, LAWSUITS AND LOSSES BY PERSONS NOT A PARry 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 DISPATCHING ASPECTS OF THE SERVICE. D. With respect to SCSS wned systems, CUSTOMER EXPRESSLY WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERREO UPON A CUSTOMER UNDER ARTICLE 2A OF THE Uru ORTU COIVIIUENCIAT COOE AIIO 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 SCHEOULE, : , /",,:0. .,1 a : B. 3. STANLEY Security STANLEY Convergent Security Solutions, lnc. seruies prcvided hereunder. equipment will be repaired or replaced at Custome/s expense and SCSS's regular seruice charges will apply. DISCLAIMER OF ALL OTHER WARRANTIES: w|TH THE EXCEPTION OF THE FOREGOING L,M,IED EQUIPMENT WARRANry SCSS MAKES NO OTHER WARRANTTES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE SYSTEM OR SERVICE SUPPLIED MAY NOT BE COMPROMISED,ORTHATTHESYSTEMORSERVICEWILLINALLCASESPROVIDETHEPROTECTIONFORWHICHITISINTENDED. INNOEVENTwlLLSCSS, ITSEMPLOYEES, AGENTS OR REPRESENTATIVES BE RESPONSIBLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER. SCSS MAKES NO WARRANTIES CONCERNING ANY EQUIPMENT OR OEVICES ATTACHED TO CUSTOMER'S SYSTEM UNLESS SUCH EQUIPMENT OR DEVICES WERE ORIGINALLY PURCHASED 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 WARRANry PROVIDES SPECIFIC LEGAL RIGHTS AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH MAYVARY FROM STATE TO STATE, ili3cellaneou3 Chamgs and lncrcase in Charues. including any inqease in charges to SCSS for facilities roquired for transmission of signals under this Agreement. B. E. 5. At SCSS'S as a result caused by option, a fee may be charged for any unne@ssary servie run or falss alarm. lf Customer or SCSS is assessed any fine or psnalty by of any false alarm, Customer shall pay ths full amount of such fine or penalty. lf, following an investigation at Customer's request, it SCSS, the amount of the fine or penalty paid by Cuslomer shall be credited to Customer's ac6unt. any municipality, fire, or police department is mutually agreed that a false alarm was c D. system. wage @nditions, or otheMise, then tha installation charge will be adjusted amrdingly. E F required by the lffiljurisdiclion. SCSS will be borne by Customer at SCSS'S then cunent rates. G Failure to becomes pay amounts when due shall give SCSS the right to charge intersst at the Ete ol 'l1AYn per month, or other maximum permitted by law, on any delinquent balane. A balanm delinquent thirty (30) days after payment is due under Article 3. 6 Further Oblioations of Customer. A. ALTERATION, ADJUSTMENT, AODITION TO, DISTURBANCE, INJURY, MOVEMENT, REMOVAL OR INTERFERENCE WITH SUCH EQUIPMENT AND FOR THE INTERCONNECTION BY ANYONE OTHER THAN SCSS OF ANY EQUIPMENT OR DEVICE TO ANY SCSS EOUIPMENT. B. daily and holiday opening and closing schedule. SCSS any claimed inadsquacy in, or failure ol the system. Customer shall pErform a periodic walk test of any motion detection equipment used on the premises D. Customer shall pemit SCSS acess to the premises for any reason arising out of, or in @nnection with, SCSS'S rights or obligations under this Agement. 650'l: VA 2705087235A. l1-5481 . WA STANLCS02sMZ: rryV 04529E: Wt *e322.: \fiy LV.G-2387'. C. STANLEY STANLEY Convergent Security Solutions, lnc.Security E Customar (ordinary wear and tear exepted in ths casE of an SCSS Med system). obligation shall not waive Custome/s u,arranty righls under Artide 4.F., Limitecl Equipment Wana(tty. owned system components when Customer moves out of the premises. watsr lhrough Customs/s meter and at Custome/s oeense, to place hoods ovtr any open forges or fires, and to pipe all boiler blov-ofs and stEm exhaust outside the premises to be protecled. transmitting equipmsnt at Customg/s prsmises. disclosed by Customer) are dis@veGd and such mateials prwide an unsafe or unlawful mndition, such discovery shall constitute a €use beyond SCSS'S reasonable @ntrol and SCSS shall not start, or @ntinus, to perform its work under tha Agreement until Customer has rsmedisd tha unsafe or unlawful @ndition at Custome/s sole oeense. CUSTOMER SHALL INDEMNIFY AND HOLD SCSS HARMLESS FROM AND AGAINST ANY ANO ALL CLAIMS, COSTS AND EXPENSES OF ANY KIND (INCLUDING ATTORNEYS' FEES) FOR FINES, PENALTIES, BACK WAGES, BOOILY INJURY, PROPERTY DAMAGE, OELAY 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). Customsr agrsss lhat SCSS may conducl a credit investigation and rsview or provide a copy of lhe Agreement or related information to US Bank Equipment Finance for the purpose of infrymation a@rately and mmpletely presnls Customer's financial @nditim as of the date of ereiltion of this Agreement. L.Customer hereby authorizes SCSS to exerute and fle fnancing statements and/or continuation statemenls under the Uniform Commercial Code on Custome/s behalf and to fle sucfi dodments in all plaes where neessary to perfect SCSS'S interest in the equipment. Customer agrees lo exeate any such instruments as SCSS may request ftom time to time. Fuither Oblioation3 of SCSS: LimitatioG. @ntinue. B apply. Phone notifi€tion for non€mergency signals will be made during normal day-time hours unless expressly requested othenriso by Customsr. The Center may choose not to notify emergency personnel if it has rsason to bslievs thal an emergerEy @ndition does not exist. SCSS and Customer are obligated to @mply with all verifietion of an emergency @ndition befoe rssponding to a rEquest for assistance, Customer agrees to subscribe to such seruie if prvided by SCSS, or otheriss comply with such requirements, and an additional fee may apply for such s€rvices. Center will use the notifietion procsdures set forth in paragraph 78 abov6. of a mmmuni€tions channel. Similarly, any other type of @mmuni€tion method installed under this Agrsemgnt als €n exp€rience an inability to @mmuni€te alam signals. Customer understands that SCSS offgE several lerels of @mmunication methods of alarm signals to the monitoring @nter and that the Seruies described on the Schedule have been chren by for any @sts incuned to reprogram the @mmuni€tor because of area code changes or other dialing pattern changes. f telephone *ruice is used, the uss of DSL or other broadband servie. IMMEDIATELY AFTER THE INSTALLATION OF DSL OR OTHER BROADBAND SERVICE, THE SYSTEM'S SIGNAL TRANSMISSION MUST BE TESTED WITH THE MONITORING CENTER. 6fi1:v^27offi7ztsA. 11-5,181: wA STANLCS0,I5*IZ: Wt, (X520E: $rl Cr9322: lt Y LvC23879 F G H. t. K. c D. J. 7 STANLEY Security STANLEY Convergent Security Solutions, lnc. for the manner in which such signals are monitored or the respons, if any, to such signals. F. SCSS shall not be responsible for the replacement of equipment or parts no longer commercially available to SCSS. G third party softwaro not supplied by SCSS are excluded from this Agreement. Titlo to Eouipment and U3e ot SCSS-ilned Equipment: Prcorietafl Protection. the leasehold intsrsst created by the Schedule. E 8. this AgEement and the applicable Schedule. provided by law, obtain an injunction against Customer from any court having jurisdiction, rgstraining any violation of this section. 9. Termination. SCSS may teminate this Agreement as follils:i) lmmediately, in the event Customer defaults in the perfomancs of any of the tems and conditions of this Agreement, including the failure to make any payment as agreed mail or by courier shall be acceptable Upon such lemination for dafault, the balance of all moneys due and for the unexpired tem of this Agreement shall become immediately due and payable, together with interest at the maximum lagally allowable rate; or it is mmmercially impractical to continue service to Custome/s premises, oriii) As provided in Article 2 relating to axpiration. B.Customer may lsrminate this Agreement:i) lmmediately, upon written notie for any individual location in the event any Customer location is, by any EUse beyond the mntrcl of Customer, dsstroysd or so substantially damaged that it is commsrcially impractical for Customer to ontinue any operations at such loc€lion, provided that if the Customer is using SCSS ilned or TKO equipment, tho Cuslomsr musl pay SCSS all payments remaining to ba madg under this Agreement through ils schedulsd expiration; orii) As prcvided in Article 2 relating lo €xpiration. c pursuant to Article L 10 Assionment. This Agreement under the Agreement, without the consent of, but with notification to, the Customer 11 ln3uEnca and Waiver of Subrcoation. Severabilitv and Savino3 provisions ofthis Agreement shall remain in full force and effecl, and the invalid, void, illegal, and/or unenforceable provision(s) shall suruivs to the extent not so held. 13. Non-solicitition ":0.4,.: ^rr15ourr"*. 1 1-5481 wA S-rANLcsg2sMZ: v,ty oas2ga W s69322 tfr ia,c-2j87.. B. c A. 12. 14. 15. STANLEY STANLEY Convergent Security Solutions, lnc. Secu rity solicitations for purposes of this paragraph. Tri8l by Jurv Agreement. Choice of Lil principles that would Equire the appli€tion of any other law. Entire Aorcement. manaoement as providsd beltr. Customer hergby acknowledges that it has read this sntire Agreement and agre€s to b€ bound by all its terms and @nditions. Michael Cunningham 16. /g<--; Security Representative Senior Security Sales Consultant Security Representative Title Nnah, C,rek\c*c-- Customer (Sign) Customer (Print) CM STANLEY Authorized Manager (Sign)Title STANLEY Authorized Manager (Print) Not Binding on SCSS without either Authorized Management Approval Signature or SCSS Begins the lnstallation or Services STAN LEY Convergent Security Solutions, I nc. Customer: City of Port Orchard Account Payment Settings: PO Required by customer: tr 6501: VA 2705087235A. 11-5461. WA STANLCSg2SMZ: Ury 045296: fi 8?3i2.: Yd Lvl,zlalg. 'bi STANLEY Security STANLEY Convergent Security Solutions, lnc. Street Address: Gity State/Providence Country ZiplPostal Gode Attention Billing Contact Billing Phone Billing lD Special Handling Required N N N Notes for Special Handling PO# Billing Addresses:lnstallation lnvoices Recurring Services lnvoices Time & Material lnvoices 0501. VA 27050E7235A. 11-5,161j WA STANLCS925I,|Z: I'n, OiaS298: ttf CA93n: Vfl Lv4'ZA7g. PART II COST PROPOSAL 4690 Longley Lane #23, Reno, NV 89502f e1775-287-81 10 Fax 775-82&!5623 www.stanlevcss.com NV# 0071024, ffi078001 STANLEY Security Section I COST PROPOSAL 4690LongleyLane#23,Reno,NV89502Te1775-287-8110 Fax775-8295623 w\M/.stantevcss.com N\#0071024, #O078OOI STANLEY Security 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 C,S,S ftas provided pricing as required in Attachment C - Cost Stanley underslands no other costformat 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, protit ond other cosls or eryenses incidental to Stanley CS S 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 underctand the the Lead State (Nevada) is exemptfromfederal excise taxes and no payment will be madefor any taxes levied on Stanley CSS employees or Subcontractor employee wages. Stanley CSS underctands the tax rules may vary with other Participattng Entities and will be address in that Entities Participating addendutn 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 I I of the NASPO ValuePoint Master Agreement Terms and Conditions. Stanley CSS shall guarantee prices and ratesfor the initial term of the Master Agreemenl 4690 Longley Lane #23, Reno, NV 89502fe1775-287-81 10 Fax 775-828-5623 www.stanlevcss.com NV# 0071024, #0078001 Vendor Name: STANLEY CONVERGENT SECURITY SOLUTIONS Nationwide or Region or State Proposed: NATIONWIDE COVERAGE Eoch Porticipating Entity will negotidte ony trovel costs, All cost ossociated below (including material ma*up) to include shiooino, confiaurotion, kittino. orocessina, reoortina. warehousino, ValuePoint ond Porticiootino Entitv fees . Categorv 1 - Access Control Svstems Per Hour $too.ooNormal Business Hours (8:00am - 5:00pm M-F) After Hours (5:01pm - 7:59am M-F) Weekend/Holiday Hours $160.00 $zt3.oo Other miscellaneous labor service description (if applicable): lnstall Tech ll (3-5 Yeor Experience)$tz6.oo lnstall Tech lll Yeors $t3s.oo lnstall Tech lV Plus Administrative CAD Senior Field Engineer $t26.oo Senior Engineer $16l.00 Stg2.oo Senior Proqram Monaaer $z2g.oo Maintenance Work ( Non-Warrantvl Per Hour $o-oo $ltg.oo Per Month Costs for Maintenance and Monitoring Standard Service Plan (Parts & Labor Mon-Fri 8am-Spm) Materials percentage mark-up (Receipts for materials may be required by Purchasing Entity to be submitted with invoice) 7% of instoll PENATTY FOR IMPROPERW PRICING: r It is the vendor's responsibility to ensure that all prices proposed for all projects are accurate and consistent with the terms of the conhact. . For all projects completed under this contract: if a vendor submits an invoice containing incorrect pricing in favor ofthe vendor, that vendor shall submit a new, corrected invoice with a25%o reduction in cost for each incorrectly priced item. . Ifvendor continues to provide incorrect invoicing each Purchasing Entity has the option to cancel their contract in its entirety without penalty. o Vendors are not allowed to aggregate fees into contract after award has been made. Failure to comply may be grounds for cancellation. Hourly rate for telephone consultation only Normal Business Hours (8:00am - 5:00pm M-Fl After Hours (5:01pm - 7:59am M-Fl Weekend/Holiday Hours 39% Proqrom Monaqer $239.00 Vendor Name: STANLEY CONVERGENT SECURITY SOLUTIONS Nationwide or Region or State Proposed: NATIONWIDE Each Porticipating Entity will negotiote dny trovel costs. All cost ossocioted below (including moterial morkup) to include shiopino. confiauration. kittina. orocessino, reoortino. worehousino. VoluePoint ond Porticioatina Entitv fees . Cateeorv 2 - Burelar Alarms Per Hour $too.ooNormal Business Hours (8:00am - 5:00pm M-Fl After Hours (5:01pm - 7:59am M-Fl Weekend/Holiday Hours $t6o.oo $ztg.oo Other miscellaneous labor service description (if applicable): lnstall Tech ll (3-5 Year Experience)$tz6.oo lnstall Tech lll (5-70 Years Experience)Stgs.oo lnstoll Tech lV (10 Plus Yeors)$taa.oo Ad m i n istrative S u p po rt S74.oo CAD Senior Field Engineer Senior Engineer $t6a.oo $lgz.oo Senior Maintenance Work (Non-Warrantvl 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 Per Hour $0.N $tl2.oo s239.(n Per Month Costs for Maintenance and 7%instoll $ttg.oo Materials percentage mark-up (Receipts for materials may be required by Purchasing Entity to be submitted with invoice)39.00% PENALTY FOR IMPROPERTY PRICING: r 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: if a vendor submits an invoice containing inconect pricing in favor ofthe vendor, that vendor shall submit a new, corrected invoice wilh a25o/o reduction in cost for each incorrectly priced item. . Ifvendor continues to provide incorrect invoicing each Purchasing Entity has the option to cancel their contract in its entirety without penalty. ( tTraditional Digital lntrusion Alarm Monitoring Open and Close Signal Tacking(per partition) PIN Manogement By Stanley GSM Cellular Bosic - lntrusion Standard Service Plan (Parts & Labor Mon-Fri 8am-5pm) ( I I t . Vendors axe not allowed to aggregate fees into contract after award has been made. Failure to comply may be grounds for cancellation. Each Potticipoting Entity will negotiote ony trovel costs. All cost ossocioted below (including moteriol morkup) to include shiooino, confiourotion, kittino, orocessina. reoortina. worehousino, VoluePoint ond Porticiootino Entilv fees , Cateeorv 3 - Suryeillance Services & Eouioment Normal Business Hours (8:00am - 5:00pm M-F) After Hours (5:01pm - 7:59am M-F) Weekend/Holiday Hours Per Hour $700.00 s760.oo $213.00 Other miscellaneous labor service description (if applicable): lnstall Tech ll (3-5 Yeor Experience)St26.oo lnstall Tech lll Yeors lnstall Tech lV Plus Administrative CAD Senior Field Senior $lgs.oo STts.oo Stsz.ooProqrom Monoger Senior Progrom Monoger s223.00 Maintenance Work (Non-WarranWl 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 -7 Cloud camera Materials percentate mark-up (Receipts for materials may be required by Purchasing Entity to be submitted with invoice) Per Hour s0.N $772.(n $239.(n Per Month 7%instoll 39% PENALTY FOR IMPROPERTY PRTCING: r It is the vendor's responsibility to enswe that all prices proposed for all projects fie accurate and consistent with the terms ofthe contract. r For all projects compteted 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 25oZ 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. o Vendors are not allowed to aggregate fees into contract after award has bem made. Failure to comply may be grounds for cancellation. Service Pla n & Labor Mon-Fri Vendor Name: STANLEY CONVERGEilT SECURITY SOLUTIONS Nationwlde or Retion or State Proposed: I{ATIONWIDE Vendor Name: STANTEY CONVERGENT SECURIW SOLUTIONS Nationwide or Region or State Proposed: NATIONWIDE Each Porticipoting Entity will negotiote ony trdvel costs, All cost ossociated below (including moteriol mo*up) to include shipoino, confioutotion. kittino. processina. rcoortino. warchousina. ValuePoint and Porticioatino Entitv fees. Cateeorv 7 - Fire Alarm/Protective Sienaline Svstems Normal Business Hours (8:00am - S:filpm M-F) After Hours (5:01pm - 7:59am M-F) Weekend/Holiday Hours Other miscellaneous labor service description (if applicable): lnstoll Tech ll Yeor lnstall Tech lll Yeors lnstoll Tech lV Plus Administrative CAD Speciolist Per Hour $fio.oo $t60.oo $zlg.oo Project Monoger $tts.oo Senior Field Engineer St26.oo Senior Senior Maintenance Work I Non-Warrantvl Hourly rate for telephone consultation only Normal Business Hours (8:filam - S:fi)pm M-F) After Hours (5:01pm - 7:59am M-F) Weekend/Holiday Hours Costs for Maintenance and Monitoring Fire Alorm & Materials percentage mark-up (Receipts for materials may be required by Purchasing Entity to be submitted with invoice) Per Hour $o.oo Sttg.oo $772.(n s238.00 Per Month 7%instoll 39% PENATTY 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 ofthe contract. o 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 257o reduction in cost for each incorrectly priced item. r Ifvendor continues to provide inconect invoicing each Purchasing Entity has the option to cancel their contract in its entirety without penalty. . Vendors are not allowed to aggregute fees into contract after award has been made. Failure to comply may be grounds for cancellation. GSM Cellular Bosic - Fire Standard Service Plan (Parts & Labor Mon-Fri 8am-5pm) Vendor Name: STANLEY CONVERGENT SECURITY SOLUTIONS Nationwide or Region or State Proposed: NATIONWIDE Eoch Porticipoting Entity will negotidte ony trovel costs. All cost ossocioted below (including moteriol morkup) to include shiooino, confiourotion. kittino, orocessino. reoortino. worehousino. VoluePoint ond Porticiootino Entltv fees . Cateeory 8 - Hieh SecuriW Control Svstems Per Hour s700.(nNormal Business Hours (8:00am - 5:00pm M-F) After Hours (5:01pm - 7:59am M-F) Weekend/Holiday Hours s760.(n $213.00 Other miscellaneous labor service description (if applicable): lnstoll Tech ll (3-5 Year Experience)$l2G.oo lnstollTech lll (S-T0YeorsExperienceJ $735.00 lnstollTech tV (70 PlusYeors) S7tu.N Ad mi n istrotive S u ppo rt $la.oo CAD Senior Field Engineer $tz6.oo Senior Engineer $t6a.oo Progrom Manoger $lgz.oo Senior Progrom $zz3.oo Maintenance Work (Non-Warrantvl Per Hour $o.ooHourly 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 $779.oo s772.00 $z3g.oo Per Month Costs for Maintenance and Monitoring Materials percentage mark-up (Receipts for materials may be required by Purchasing Entity to be submitted with invoice)39% PENATTY FOR IMPROPERW PRICING: r 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. r For all projects completed under this contract: ifa vendor submits an invoice containing incorrect pricing in favor ofthe vendor, that vendor shall submit a new, corrected invoice with a 25% reduction in cost for each incorrectly priced item. . Ifvendor 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. Troditionol lntrusion Alorm Service Plan & Labor Mon-Fri GSM 7% Vendor Name: STANLEY CONVERGENT SECURITY SOLUTIONS Nationwide or Region or State Proposed: NATIONWIDE Eoch Pdrticipoting Entity will negotiote ony tovel costs. All cost ossocioted below (including moteriol morkup) to include gllppjlg- confroutotion. kittino. processino, reportino. worehousino. VoluePoint and Porticipotina Entitv fees . Catesorv 9 - lnsoections & Monito.inr r Fire{*iaguichitg€}stemc r F*e{priaftle+{fs lc o Alarm Monitoring r Fire Alarm/Protecive Signaling Systems Per Hour Normal Business Hours (8:00am - 5:00pm M-F) After Hours (5:01pm - 7:59am M-F) Weekend/Holiday Hours Other miscellaneous labor service description (if applicable) lnstoll Tech ll Yeor lnstoll Tech lll Yeors lnstoll Tech lV (70 Plus Yeors) $loo.oo $t60.oo $273.00 s726.00 Slaa.oo Administrotive CAD Senior Field Senior Engineer $lt.oo s764.00 Senior Maintena nce Work (Non-Warrantv) 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 Fire Alarm & Sprinkler Monitoring GSM Cellular Advanced - Fire Annual Fire Test & lnspections (Five Devices) Semi-Annual Fire Test & Inspections (Five Devices) Quarterly Fire Test & lnspections (Five Devices) Monthly Fire Test & lnspections (Five Devices) Standard Service Plan (Parts & Labor Mon-Fri 8am-Spm) Materials percentage mark-up (Receipts for materials may be required by Purchasing Entity to be submitted with invoice) $l82.oo Per Hour $o.oo $ltg.oo Stz2.oo $z3g.oo Per Month S2o.oo $azoo $ts.oo gtg.oo $29.00 $gs.oo 7% of install 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 of the contract. o 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 tith a2|%oreduction in cost for each incorrectly priced item. . Ifvendor 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. City of Port Orchard 2L6 Prospect Street, Port Orchard, WA 98355 (360) 876-4407 o FAX (360) 8es-e029 Agenda Staff Report Agenda ltem No.: Subject: Business ltem Meeting Date: Prepared by: 2l2s/2O2O City Hall Security Noah Crocker Fina nce Director Atty Routing No.: Atty Review Date: NA Summary: During the mid-biennial review a City Hall Security upgrade project was discussed and authorized. The council provided a budget of S75k for electronic key card system and cameras to upgrade City Hall security. The management team developed a project scope and received proposals for this project. During this process the team discovered the origina! 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 a!!ow 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. lt 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 PIan: N/A Motion for consideration: "l move to authorize the Mayor to issue a purchase order to Stanley in a form acceptable to the City Attorney not to exceed 580,000." Fiscal lmpact: Total Contract Cost is - 576,196. A budget amendment will be required. Alternatives: Attachments: NA I I 0 Enterprise Services Washington State Department of Secu rity Tech nology Services NASPO Ualue\ Washington Contract 030 17 Pricing, ordering and contractor capabilities Service categories Category 1: Access-control systems Category 2. Burglar alarms Gategory 3: Surveillance services and equipment Gategory 4: High-security control systems Category 5: Burglar-alarm inspections and monitoring Vendor categories offered Vendors Access Control Burglar Alarms Surveillance Services & Equipment High-security Controls lnspections & Monitoring (Alarms) Aronson Security Group x x x x lntraworks x x x x x Justice Systems x RFI Comm. and Security x x x x x Simplex Grinnell x x x x x Stanley x x x x x Systems Engineering x x Page 1 of 5 Gontractors ' .:r i ' a:ii i Aronson Security Group, lnc. Customer service and ordering: Tommi Robison Strategic Development Manager Office: (206) 245-1461 Cell: (206) 225-7596 Pricino Website (}intraworks techndogy for srnsrter buiHingrs IntraWorks, lnc. Customer seruice and ordering: Keith Putman Western Regional Sales Manager (702) 469- 1224 Pricing Website Page 2 of 5 S aronson securitygroup IUsil(t xYSrEH3 5f (ualrY 0tslGll-BulL0 ' 5[nYl(t J ustice Systems Corporation Gustomer service and ordering: Paul Allyn President (253) 236-4817 Pricing Website =FFI=RFI Communications and Security Systems Gustomer service and ordering: Eugenia Lund (253) e81 -0021 Pricinq Website Page 3 of 5 - TORT .$firp lex6,rinnsll Simplex Grinnell Customer seruice and ordering: Tom Staves National Sales Manager, State Cooperative Contracts (443) 676-8813 Pricing Website Stanley Convergent Security Solutions Gustomer service and ordering: Scott Wulforst Director of Business Development, State & Local Government (775) 287-8110 Pricing Website Page 4 of 5 STA E Security f]]_ Systems Engineeritrg, lnc. Systems Engineering, !nc. Customer service and ordering: Sandy Mueller (571) 434-6e43 Pricinq Website Page 5 of 5 t- Showing 1to7 ot7 Vendors Vendors Per Page.Search Vendors: Vendor Vendor ARONSON SECURITY GROUP, INC. w10 JOHNSON CONTROLS FIRE PROTECTIONS LP w1666 RFI ENTERPRISES, INC w2031 STANLEY CONVERGENT SECURITY SOLUTIONS, INC. w251 53 # Authorized Fulfillment Partnerc OMWBE Veteran Small Business JUSTICE SYSTEMS CORPORATION W47435 SYSTEMS ENGINEERING, INC. W67154 INTRAWORKS w67240 M = OMWBE Certified Minority Owned I W = OMWBE Certified Women Owned I MW = OMWBE Certified Minority Women Owned I V = Certfied Veteran Owned I S = Self Certified Small *.I. IH, = veteran owned 6il = small Business NASPO ValuePoint The NASPO ValuePoint Cooperative Purchasing Organization (fonner! WSCA-NASPO) creates muhi-State contracts in order to achiene cost-effective and efficient acquisition of quality products and services NASPO VP contrrts maximize cost avoidance, reduce individual state administrative costt and encourage market competition and product availability through standard specifications and consolidated reguirements. NASPO VP contracts are available for use by public agencies when approved by the State Purchasing Director. List of cunent NASPO ValuePoirfi contracts Didn't find what you were looking for? The Contracts Resource Center is here to help. co nt ra ct i n g a n d pUfehasfng-@ deS,Wa. g o v L (360) 407 -2210 (D Find a Contracts SpegiA[g! All T 1 E Current Term Start Date: 02-15-2019 Current Term Ends On: 07-31-2022 Diversity:0o/o WBE 0% MBE Award Date: 0B-15-2017 Final Term Ends On: 07-31-2022 # of Bids Received: Est. Annual Worth: $5,000,000 Commodity Code(s): Contact lnfo: Bart Potter Z baft-potter@ des.wa. gq I (360) 407 -9431 Secondary Contact Michellee Jemmott lnfo: 2 mi chellee j-em mott @ d es,wa -q ov L (360) 407 -9300 Who Can Use This Contract? . Qr Usaoe Agreements o MCUA Customer Communication Profile o Pricing & Ordering This Controct hos no Historical Documents This Controct hos no Resource Documents Current Term Start Date: 02-15-2019 Award Date: 08-15-2017 Est. Annual Worth: $5,000,000 Current Term Ends On: 07-31-2022Final Term Ends On:07-31-2Q22 This single-tier contract offels services in five security-technology categories: . Access-control systems . Burglar alarms . Surveillance services and equipment . Hig h-security control systems . lnspections and monitoring (burglar alarms) Contract administrator: Bart Potter, 360-407-9431 or bart.potter@des.wa.gov Secondary contact: Michellee 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.fo purchase fire-protection services, visit the Contract 03115 page (keyword "031 15" in the contract search tool). Found a broken link? E-mail DES so we can fix it ASAP Systems Engineering, lnc. 1. Products and pricing: Systems Engineering offers access control and surveillance services and equipment on contract. You may browse Svrteml ItrqiEGCdEgl Waehinoton oricim here. The Systems Engineering Technlcal Proposl is also viewable. 2. Product information: Browse for more in-depth product information at the St st rrr Enqin€edno Webite. 3. Sales and customer support: To place an order or get more product information contact Customer Service and Ordering Representative Sandy Mueller by e-mail or Ph: (571) 434-6943. Browse for more information en Systems Enqineerino's NASPO Security & Fire Protection Services Weboage. 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,andinspectionandmonitoring(alarms)oncontract.Youmaybrowse@here. The RFI Technical Propoca! is also viewable. 2. Product information: :r.::,t-"-t-":1n.1::.:_Y::::11ct information at the RFt communications and sccuritv svstems wcLite. Enterprise Services Contract Summ ary Security Technolo gy Seruices Wacf*ington Stae Oepsrtnsn( of Contract #: 03017 A UaluePoint ilA SPO Replace s: 04814 lll'@ Copyright 2012 Department of Enterprise Services NASPO UaluePoint 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; (a) 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. 2. 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, anda 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. Intellectuat 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) 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 Columbi4 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 ot 23 NASPO ValuePoint Master Agreement rs and cs (November 2016) 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. 5. 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, ffi&y 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 ofthe respective State Chief Procurement Official. lssues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official. c. Obtigations 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) 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@naspovaluepoint.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 govemment 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 language 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 Offrcial 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 govemmental 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. 6. 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 ot 23 NASPO ValuePoint Master Agreement rs and cs (November 2016) 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 apart 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 http://www.naspo.org/WNcPo/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: (l) state; (2) entity/customer type, e.g. local government, higher education, K12, non-profit; (3) Purchasing Entity name; (4) Purchasing Entity bill-to and ship-to locations; (4) Purchasing Entity and Contractor Purchase Order identifier/number(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 I. c. Reportable sales for the sunmary 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 emplo)rees should be limited to ONLY the state and entity they are particioatine under the authority of (state and agency. city. 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) an executive sunmary 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, modiff, 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 qualifting 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) 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. 10. 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. PageT ol23 NASPO ValuePoint Master Agreement Ts and Cs (November 2016) c. Each Purchasing Entity will identiff 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; (a) 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 fumished solely to the authorized purchasing agent within the Purchasing Entity's purchasing offrce, 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) 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 noted 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 notifr 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 specift a process for inspection and Acceptance, this section governs. This section is not intended to limit 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 ValuePoint Master Agreement Ts and Cs (November 2016) 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 Enttty. 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 govem 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 wananty, 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) 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 liens, 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: l. Commercial General Liability - Occurrence Form Policy shall include bodily injury, property damage and broad form contractual liability coverage.o General Aggregate $2,000,000o Products - Completed Operations Aggregate $1,000,000o Personal and Advertising tnjury $1,000,000o Each Occurrence $1,000,000 Page 11 of 23 NASPO ValuePoint Master Agreement Ts and Cs (November 2016) 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 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". a. 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 ValuePoint Master Agreement Ts and Cs (November 2016) 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 nomenewal 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 (l) 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 govemmental 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) 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 (l) 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 fumished 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 Confi dential 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 identiffing 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, md 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) 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 notifu 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 itselfout 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) 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 party'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 Page 16 of 23 NASPO ValuePoint Master Agreement Ts and Cs (November 2016) a. The occrrrence of any of the following events shall be an event of default under this Master Agreement: (l) 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 offrcer 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, identiffing 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 liquidated 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: (l) 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 Agreemenfi and (4) Suspend Contractor from being able to respond to future bid solicitations; and (5) Suspend Contractor's performance; and (6) 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 govemmental 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 certiff this statement, attach a written explanation for review by the Lead State. 33. Indemnification a. The Contractor shall defend, indemnifr 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 omission(s) 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, indemnifr and hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as Page 17 of 23 NASPO ValuePoint Master Agreement Ts and Cs (November 2016) 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. (l) 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 notiff 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 Properly 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) 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 govemed 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 parfy; 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 Panicipating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accnre 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 ValuePoint Master Agreement Ts and Cs (November 2016) 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. Page20 of 23 NASPO ValuePoint Master Agreement Ts and Cs (November 2016) 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 producUservice 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 retum detailed UNSPSC codes (as outlined in line 3) for each line item. Contractor also agrees to provide e-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) 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 lst of the month and shall go into effect in the eMarket Center on the [st day of the following month (i.e. file received on ll0lllT would be effective in the eMarket Center on 2l0lll7)1. Files received after the lst of the month may be delayed up to a month (i.e. frle received on 11/06i17 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-ll2l. 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 (a) 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 (l) 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. Page22 ot 23 NASPO ValuePoint Master Agreement Ts and Cs (November 2016) 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. LJNSPSC 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. Page23 of 23 NASPO ValuePoint Master Agreement Ts and Cs (November 2016) ATTACHMENTB SCOPE OF WORK Category 1: Access Confrol Systems Category 2: Btrglar Alarms Category 3: Strrveillance Services & Equipment Category 4: Portable Fire Extinguishers Category 5: Fire Extinguishing Systems Category 6: Fire Sprinkler Systems Category 7z Fire Alarm/Protective Signalirrg Systems Category 8: High Sectrity Control Systems Category 9: Inspections & Monitoring o Fire Extinguishing Systems o Fire Sprinkler Systems o Alarm Monitoring o Fire Alarm/Protective Signaling Systems Each category (Sections 1.1 through I.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 identifr 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; O a o a o o 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 technolory staffto 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 ofthe contract(s); and o 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 than24 hours after inspection. a a 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 cornmunications 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. o I o O a Purchasing Entity may have proprietary equipment. It will be the vendor's responsibility to work with or notifu the Purchasing Entity regarding maintenance and repair of proprietary equipment. B. BACKGROUNDCHECKS All background checks must be completed after contracts have been awarded, but prior to any work being done. o o O 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 o Notification and access to facilities will be pre-authorizedby 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 project. o O o 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. o o a O o Asbestos a 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 manager/building 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. o a o o O a O a o 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 25Yoreduction 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 ACCE,PTANCE 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. o 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. a 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. a 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. o O a a o o a 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. o a The warranty period will begin upon the Purchasing Entity's approval a 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 Contactor is responsible for ensuring that all employees and/or subcontactors 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 intemrption 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 tansitions 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 excepions and/or assumptions to any of the terms and conditions in this section, they MUST identify in detail their excepions and/or assumptions on Afrachment E, Technical Proposol Certifrcarion of Compliance. In order for *y exceptions and/or assumptions to be considered they MUST be documented n Afrachment E. The State will not accept additional exceptions and/or assumptions if submitted afterthe proposal submission deadline. K. EXPRESS WARRANTIES For the period specified on the face of the Contact, Contractor warrants and represents each of the following with respect to any goods provided under the Contract, except as otherwise provided on incorporated attachments : o Fitness for Particular Purpose The goods shall be fit and sufficient for the particular purpose set forth in the RFP or other solicitation documents. o 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 Contact are ordinarily intended is general government administration and operations. o Merchantable, Good Quality, No Defects The goods shall be merchantable, of good quallty, and free from defects, whetherpatent or latent, in material and workmanship. o 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, tlre goods delivered O 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 Conffactor's sales representative. 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 satisfi all legal and commercial requirements applicable to use by a govemment agency, including without limitation, OSFIA material safety data sheets and shall conform to all statements made on the label. Full Warranty The foregoing warranties are "fuII" 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 ffansaction. Infringement Indemnity Refer to Attachment A - NASPO ValuePoint Master Agreement Terms and Conditions, Section 33. Usage of Trade; Course of Dealings; Implied Warranties Conffactor shall also be bound by any other implied warranty that, at the time of execution of the Contact, prevails in the tade of government in the marketing area in and about the State of Nevada. Contactor shall also be bound by any other implied warranty arising through course of dealings between Contactor and the State from and after the execution of the Confact. Contactor 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 Contact. Warranties Cumulative It is understood that warranties created by the Contact, whether express or implied, as well as all warranties arising by operation of law that affect the rights of the parties under the Contact 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 Contact 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 Contactor agrees to deliver the goods as indicated in the Contact, and upon acceptance by the State, title to the goods shall pass to the State unless otherwise stated in the Contact. The State shall have the right to inspect the goods on arrival and, within a commercially reasonable time, o o o o o o o O O o the State must give notice to Contactor of any claim or damages on account of conditioru 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 Contactor 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 ofthe goods. No Arrival; No Sale The Contact 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 heat 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 Conftact, 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 ta)res, 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 taring authority. Unless otherwise specified in the Contact, 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) wittdn the time specified above. 1.1 SERVICE CATEGORIES CATEGORY 1 _ ACCESS CONTROL SYSTEMS The Access Contol Systems category includes, but is not limited to the following services: l.l.l l.l .2 1.1.3 1.1.4 I .l .5 All aspects of access control system services. Installation of new systems. Replacement or upgrade of systems. Removal of existing systems. Integration of various Upes of systems. 1.2 1.1.6 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 l.l.7.l Respond on site to trouble calls within four (a) 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. 1.1.7.3 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. 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: o Provide a24-hour (uL) station. . Provide backup communicatioo, i.e. radio or cell phone 1.3 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. 1.2.6.1Respond 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 identiff the procedures by which work requests will be assigned. 1.2.10 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. l.2.ll 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. 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 I .3.3 1.3.4 Installation of new systems. Replacement or upgrade of systems. Removal of existing systems. 1.4 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, andlor maintain each system at the time dispatched. I .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. 1.3.11 Offer a wide variety of indoor and outdoor cameras and wireless transmitters to work in conjunction with video cards. 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; 1.4.1.1 Supply extinguisher. I .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 intemal examination and maintenance as required by state law; 1.4.5 Hydrostatic testing of portable fire extinguishers as required by NFPA 10; 1.5 1.6 1.7 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 l.4.8.2Return 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. 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. I 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. CATEGORY 6. FIRE SPRINKLER SYSTEMS The Fire Sprinkler Systems category includes, but is not limited to the following services o Installing new automatic sprinkler systems; o Replacing automatic sprinkler systems; o Retrofitting automatic sprinkler systems; o Maintaining automatic sprinkler systems; and o Repairing automatic sprinkler systems. CATEGORY 7 _ FIRE ALARM/PROTECTIVE 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, contol panels, control equipment, batteries, and wiring or cabling. This category includes, but is not limited to the following services: 1.8 Installing new alarm systems; Replacing alarm systems; Retrofitting of alarm systems; Maintaining and cleaning alarm systems; and Repairing alarm systems. CATEGORY 8: HIGH SECURITY CONTROL SYSTEMS The High Security Contol Systems category includes, but is not limited to the following services: . Replacement or upgrade of systems. o o 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-hotx 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. o 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-worn transmitters, duress pushbuttons, and subsystems that provide locating technology. o o o a 1.8.2 Maintenance and repair, including emergency repairs of system. a o o o o o Respond on site to trouble calls within four (a) hours, including weekends and holidays. Adequate hardware inventory to replace, repair, andlor 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: o Guarantee system performance 99% uptime. o 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: 1.9.2.1Inspect 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; 1.9.2.2 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; O O O O O l.9.3.2lnspect fuses, lamps, LED's, 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 a24 horx,7 day per week UL listed station for monitoring alarm systems, including providing backup communication using a radio or cellular service.