HomeMy WebLinkAboutR-2025-077 Agreement with Convergint Technologies LLC RESOLUTION NO. R-2025-077
A RESOLUTION APPROVING AN AGREEMENT WITH CONVERGINT
TECHNOLOGIES LLC FOR ELECTRONIC SECURITY SITE DISCOVERY SERVICES,
APPROVING A SUPERSEDING ADDENDUM TO SAID AGREEMENT, AND
AUTHORIZING THE MAYOR TO EXECUTE ALL DOCUMENTS RELATED THERETO.
BE IT RESOLVED by the Board of Aldermen of the City of Riverside, Missouri, as follows:
THAT the Board of Aldermen hereby approves the agreement and superseding addendum
with Convergint Technologies LLC,attached hereto,for electronic security site discovery services,
as outlined in Quotation TB07796357P, in an amount not to exceed $5,936.00, and that the Mayor
is hereby authorized to execute the Agreement, the Superseding Addendum, and any related
documents on behalf of the City; and
FURTHER THAT the Mayor,the City Administrator,and other appropriate City officials
are hereby authorized to take any and all actions as may be deemed necessary or convenient to
carry out and comply with the intent of this Resolution and to execute and deliver for and on behalf
of the City all certificates, instruments, agreements, and other documents, as may be necessary or
convenient to perform all matters herein authorized.
PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside, Missouri, the
20th day of May 2025.
Mayor Kathleen L. Rose
ATTEST:
Robin Kincaid, ity Clerk
SUPERSEDING ADDENDUM TO AGREEMENT BETWEEN THE CITY OF
RIVERSIDE AND CONVERGINT TECHNOLOGIES LLC
This Superseding Addendum ("Addendum") is entered into by and between the City of
Riverside, Missouri ("City") and Convergint Technologies LLC ("Contractor"), and shall
modify and supersede any conflicting terms in the Contractor's Quotation TB07796357P
and associated Terms and Conditions(collectively,the"Agreement").
1.Non-Appropriation Clause
Notwithstanding any provision to the contrary in the Agreement, the City's obligations
under this Agreement are contingent upon the annual appropriation of funds sufficient to
satisfy the City's obligations. If funds are not appropriated in any fiscal year for payments
due under this Agreement,the City may terminate the Agreement without penalty or further
obligation by providing written notice of non-appropriation to Contractor.
2. Payment Terms
Section 3 of the Contractor's Terms and Conditions is hereby modified as follows:Payment
terms shall be net 30 days from the City's receipt of a properly submitted invoice, following
satisfactory performance of services.
3.Limitation of Liability and Indemnity
Contractor shall indemnify, defend, and hold harmless the City, its officers, employees,
and agents from and against any and all claims, damages, losses, and expenses, including
reasonable attorney's fees, arising out of or resulting from the negligent acts, errors, or
omissions of the Contractor, its employees, agents, or subcontractors in the performance
of the Work under this Agreement.
The City shall not indemnify, defend, or hold harmless the Contractor under any
circumstances. Any provision in the Agreement requiring or implying indemnification or
defense by the City is hereby deleted and shall be of no force or effect.
To the fullest extent permitted by law, Contractor's aggregate liability under this
Agreement shall not exceed five times the total fees paid under this Agreement; provided,
however,that this limitation shall not apply to claims arising from:
(a)Contractor's gross negligence or willful misconduct,
(b)personal injury or property damage,
(c)infringement of third-party intellectual property rights, or
(d)Contractor's obligations under the indemnification provisions of this Agreement.
Notwithstanding the foregoing, Contractor's liability with respect to (b), (c), and(d) shall
be limited to $1,000,000.00.
4. No Automatic Price Increases
Any provisions in the Agreement (including but not limited to Section 13) that allow
Contractor to unilaterally adjust prices due to market or supply conditions, labor costs,
surcharges, or otherwise, are hereby deleted in their entirety. All pricing must be firm,
fixed,and not subject to escalation,except by a written, signed amendment or change order
executed by both parties.
Pricing is based on current market conditions and excludes increases due to tariffs, duties,
manufacturer-imposed surcharges, or other cost increases arising from trade policy,
regulatory actions, or external factors beyond Convergint's control. If such cost increases
arise, Convergint will submit a formal change order, and Customer agrees to approve
reasonable adjustments. Convergint will use commercially reasonable efforts to minimize
such increases.
5. Governing Law and Disputes
This Agreement shall be governed by the laws of the State of Missouri.Venue for any legal
action arising under this Agreement shall be in the Circuit Court of Platte County,Missouri.
The City does not agree to arbitration or mediation unless required by law.
6. Termination for Convenience
The City reserves the right to terminate the Agreement, in whole or in part, at any time for
its convenience by providing written notice to the Contractor. Upon termination, the
Contractor shall be entitled to payment for services satisfactorily performed to the date of
termination,but shall not be entitled to any further payment,lost profits,or other damages.
7. Conflicting Terms
In the event of any conflict between this Addendum and the Agreement, the terms of this
Addendum shall control. No terms in the Contractor's standard terms and conditions,
quotation,or proposal shall apply to the extent they conflict with this Addendum or impose
additional obligations on the City.
8.Work Authorization
Pursuant to RSMo 285.530(1), by its sworn affidavit in substantially the form attached
hereto, Contractor hereby affirms its enrollment and participation in a federal work
authorization program with respect to the employees working in connection with the
contracted services. Furthermore, Contractor affirms that it does not knowingly employ
any person who is an unauthorized alien in connection with the contracted services.
9. Entire Agreement
This Addendum, together with the Agreement as modified herein, constitutes the entire
agreement between the parties with respect to the subject matter and supersedes all prior
or contemporaneous representations, discussions, and agreements.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the date set
forth below.
CONVERGINT
TECHNOLOGIES LLC:
By:
Name: Sean Holman
Title: GM
Dated: 5/16/25
CITY OF RIVERSIDE,
MISSOURI:
By:
Kathleen L. Rose,Mayor
Dated: May 20, 2025
ATTEST:
Robin Kincaid, City Clerk
COUNTERSIGNED BY:
CITY PURCHASING AGENT:
By:
Brian Koral, City Administrator
Dated: 05/21/25
AFFIDAVIT OF COMPLIANCE WITH RSMo 285.530(1)
STATE OF CCIS
COUNTY OF� lO(UG
Before me,the undersigned Notary Public,personally appeared
\
Sean 6 may\ ,who,being duly sworn upon oath,states as follows:
1. Affiant's Identity: My name is &31,Y1 HV\main .I am over the age of
ei hteen and am competent to make this affidavit. I am the
K ��of y-� (hereinafter"Company").
2. Purpose of Affidavit:`This affidavit is made to comply with the requirements of
Missouri Revised Statutes,Section 285.530(1),in connection with Company's
contractual relationship with the City.
3. Compliance with RSMo 285.530(1):
o Company is enrolled in and participates in a federal work authorization
program,such as E-Verify,operated by the United States Department of
Homeland Security,to verify the employment eligibility of all employees
hired by Company after January 1,2009.
o Company does not knowingly employ any person who is an unauthorized
alien in accordance with the requirements of Missouri Revised Statutes,
Section 285.530(1).
4. Continued Compliance:Company shall continue to comply with the
requirements of Missouri Revised Statutes, Section 285.530(1),and will provide
documentation of enrolimen and participation in the federal work authorization
program upon request by re ant authority.
Signature of Affiant:
Printed Name of Affiant: 6 kt 14.3 c enrf•J
Title of Affi t: G-Nt
Date: c 442,r
Notary Acknowledgment:
Subscribed and sworn to before me,this ttj day of U O ,2025.
Notary Public:C dA. 4 1--
My commission expires:
U�
[Seal]
SARAH J. CHAMPAGNE
,jw'' Notary Public,State of Kansas
=�"n •___ Oy A pan ment Expires
convergjnt
8045 Flint Street, Lenexa,Kansas 66214
Phone (316) 202-1800 Mobile (630) 457-8335
taylor.ford@convergint.com
April 3, 2025
City of Riverside Quotation: TB07796357P
Reference: City of Riverside Discovery
On behalf of Convergint's global network of colleagues, I would like to personally thank
you for providing Convergint with the opportunity to present this proposal addressing your
electronic security needs. We are confident that this proven solution is both
comprehensive and customized to meet your needs today, and in the future.
Convergint's reputation for service excellence is backed by a foundational commitment
to our core value of service, and we have been recognized as the #1 Systems Integrator
by SDM Magazine. This recognition reflects the strong relationships Convergint has
developed with the industry's top technology manufacturers, and our history of success
with providing exceptional service to our customers.
Our guiding principle has always been to be our customers' best service provider. Our
dedicated and certified team of professionals strives to uphold our customer-focused,
service-based mission to make a daily difference for our customers. After achieving a
successful on-time and on-budget project installation, Convergint will provide you with the
industry's best ongoing service, including our 24/7 customer portal iCare, designed to
track service work orders, project progress, and provide you with detailed metric reporting
for continuous improvement.
The following security proposal is specifically designed to meet your needs. As your single
point of contact, please feel free to contact me with any additional questions you may
have. Thank you again for trusting Convergint as your partner.
conve rg j nt
Scope of Work
This is a proposal for the City of Riverside Site Discovery. Convergint will perform a site
assessment not to exceed 40 hours. During this site assessment, Convergint will gather
information on the Gallagher, Milestone, and intercom systems.
Our priorities during this time are the following in order:
1. Locate where all doors and cameras are wired back to
2. Validate devices against City provided maps
3. Make quality of life changes to door and camera programming
Convergint will make a preliminary device schedule based on our findings. Convergint will
identify costs for any items that need to be fixed and provide the City with
recommendations.
Convergint
Clarifications and Exclusion
1. All work proposed herein, shall be performed during normal business hours Monday
through Friday 8:00 am - 5:00 pm.
2. Low voltage wiring shall be installed via open air code approved methods.
3. Provision or installation of conduit, wire, boxes, fittings or other electrical installation
materials unless specifically listed under Inclusions or Bill of Materials.
4. Permits or associated fees are not included.
5. Customer to provide static IP addresses and network connections at panel locations.
6. Customer to provide a secured staging & storage area for project related materials.
7. Pricing assumes that electronic Auto CAD files are available from customer for our
use in creating submittal drawings.
8. Fifty percent (50%) of the proposed sell price shall be payable to Convergint for
project mobilization. Mobilization shall be invoiced and due upon customer
acceptance of this proposal.
9. Proposal does not include sales tax unless otherwise noted.
10. Anything in the Contract Documents notwithstanding, in no event shall either
Contractor or Subcontractor be liable for special, indirect, incidental or consequential
damages, including commercial loss, loss of use, or lost profits, even if either party
has been advised of the possibility of such damages.
11. Convergint reserves the right to negotiate mutually acceptable contract terms and
conditions with customer by making mutually agreeable changes to the formal
contract included in the Bid Documents.
12. Customer acknowledges that supply chain disruptions and shipping delays may
occur for reasons beyond Convergint's reasonable control and agrees to grant
reasonable extensions for such delays. Pricing is based on current market
conditions and excludes increases due to tariffs, duties, manufacturer-imposed
surcharges, or other cost increases arising from trade policy, regulatory actions, or
external factors beyond Convergint's control. If such cost increases arise,
Convergint will submit a formal change order, and Customer agrees to approve
reasonable adjustments. Convergint will use commercially reasonable efforts to
minimize such increases.
13. Pricing is based on current market conditions and does not include any potential
tariffs, duties, or manufacturer-imposed surcharges that may arise during the
project. If such costs are incurred due to changes in trade policies, supply chain
disruptions, or other external factors beyond Convergint's control, Convergint will
assess their impact and submit a formal change order for review. These costs will
be communicated transparently, and project continuation may require an adjustment
to the budget accordingly. Customer's agreement to the change request will not be
unreasonably withheld.
REVIEW IMPORTANT PRODUCT SAFETY AND SERVICE INFORMATION PRIOR
TO USING A CONVERGINT-INSTALLED SOLUTION: See the "IMPORTANT
PRODUCT SAFETY AND SERVICE INFORMATION" documentation, available at
convergint.com/terms.
conve rg j nt
Total Project Investment: $5,936.00
Thank you for considering Convergint for your Security needs. If you have any questions
or would like additional information, please don't hesitate to contact me immediately. If
you would like to proceed with the scope of work as outlined in this proposal, please sign
below and return to my attention.
Sincerely,
Taylor Ford
Convergint
Taylor Ford
By signing below, I accept this proposal and agree to the Terms and Conditions contained
herein
14-11d eek.) L . 5_p__,
Customer Name (Printed) Date
.1227114 )
Authorized Signature Title
Convergint Technologies Terms and Conditions (Install & T&M) Version 4.0(US AND CANADA)July 2023
Throughout this Proposal. including tiese Terms and Conditions and any attachments.(together "Agreement") the term 'Converginl" refers to the Convergent Technologies affiliate
operating in the state'provnce in which the Work is being performed and`Convert Related Parties" means Converged and its contractors. subcontractors, third party product
manufacturers or providers
SECTION 1. THE WORK
This Agreement takes precedence over and supersedes any and at prior proposals correspondence,and oral or written agreements or representations relating to the work set forth
in the attached scope of work ("Work"), This Work commences on the start date and will be performed pursuant to the schedule specified in the attached srm.of work and.subject to any
change orders or addendums, represents the entire agreement between Convergent and Customer.
This Agreement is made without regard to compliance with any special sourcing and/or manufactunng requirements. minonty or disadvantaged supplier requirements. or similar
government procurement laws Should such requirements be applicable to this Agreement, Convergint reserves the right to modify and/or withdraw its Agreement
Customer understands that Convergint is an authorized distributor or reseller and not the manufacturer or developer ("OEM") of software, hardware and equipment (collectively,'Third
Party Products") purchased by Customer and certain services are dekvered to Customer by such OEM
No monitoring services including UL listed monitoring are included in the Work. Any such services shall be governed and provided by a separate agreement.
Convergint agrees in accordance with the mutually agreed project schedule.
a To submit shop drawings. product data, samples and sin ar submittals if required in performing the Work;
b. To pay for all labor,materals.equipment-tools,supervision programming.testing.startup and documentation required to perform the Work in accordance with the Agreement.
c. Secure and pay for permits and goverrmental fees,licenses.and inspections necessary for proper execution and completion of the Work, unless local regulations provide
otherwise and
d. Hire subcontractors and order material to perform part of the Work.If necessary.while remaining responsible for the completion of the Work.
Customer agrees in accordance with the mutually agreed project schedule and al no cost to Convergint
a. To promptly approve submittals provided by Convergint
b To provide access to all areas of the site which are necessary to complete the Work:
c. To supply suitable electrical service as required byConvergint;
d. To remove site obstacles and job safety hazards;
e. To promptly participate and approve arreptance testing.if applicable:
f. Upon completion of commissioning or agreed to acceptance criteria. to promptly provide sign-off establishing job closeout,and
g. That in the event of any emergency or systems failure.reasonable safety precautions will be taken by Customer to protect life and property during the period from when
Convergint is first notified of the emeiyer ruy or failure and until such time that Converginl notifies the Customer that the systems are operational or that the emergency has cleared.
THE WORK AND/OR THIRD PARTY PRODUCTS ARE DESIGNED TO HELP REDUCE,BUT NOT ELIMINATE RISKS OF LOSS RELATING TO CUSTOMERS PREMISES OR THIRD
PARTIES THE AMOUNTS BEING CHARGED BY CONVERG INT ARE NOT SUFFICIENT TO GUARANTEE THAT LOSS OR DAMAGE WILL DECREASE OR BE ELIMINATED. Customer
acknowledges that proper safety and security requires a layered approach of people processes safety and tectnolognes. The Work.including Thrd Party Products, provided by Convergint is.
not sufficient to ensure overall safety and security. Customer acknowledges and agrees that it is responsible for its overall safety and seaxity including testing and maintenance of the Third
Party Products(except to the extent contracted to Convergrt by written agreement). Customer acknowledges and agrees that it has a duty of care and is solely responsible for its compliance
with applicable laws, rules. and regulations.including but not United to export and re-export restrictions and regulations. privacy and data protection regulations. applicable OEM
instructions, terms and conditions.EULAs,and proper product usage
Risk of loss.inclining any Third Party Product comprising the Work,shall pass to Customer as the Work is completed and the materials are incorporated into the Work at Customer's
site subject to any end user license agreements. If or Third Party Products are earlier stored on Customer's site pursuant to agreement between Customer and Convergint risk of loss
with respect to such or Third Party Product shall pass to Customer upon delivery to Customer's site.
SECTION 2-PRICING
Pricing and amounts proposed shall remain valid for 30 days unless otherwise specified. Price includes arty the Third Party Products fisted based on Convergint's nlerpretation Of plans and
specifications unless noted otherwise.Additional Third Party Products,unless negotiated prior to order placement, will be need accordingly.Sales taxes (or as applicable GST, PST, VAT or
similar tax) and any other taxes assessed on Customer shall be added to the price upon invoice to Customer.
SECTION 3.INVOICE REMITTANCE AND PAYMENT
Customer agrees to pay Convergnt fifty (50%) percent of the total price as a mobilization fee at the time of executing this Agreement.
If the Work is performed over more than one month, Convergint will invoice Customer each month for the Work performed during the previous month.Customer agrees to pay the amount
due to Convergint as invoiced within thirty (30) days of the date of such invoice If the Work is completed in less than one month.Customer agrees to pay Convergint in full after the Work has
been completed within testy(30)days of the date of invoice.Invoices shall no be subject to a project retention percentage and payment to Convergint shall not be conditioned on payment by
an upstream party.ff Customer is overdue in any payment.Convergint shall be meted to suspend the Work without liability until paid,charge Customer an interest rate 1 and 1/2%
percent per month(o the maximum rate permitted by law.whichever is less),arid may avail itself of any other legal or equitable remedy.Customer shall reimburse Convergint costs incurred
in collecting any amounts that become overdue,inducing attorney fees.court costs and any other reasonable expenditure.
SECTION 4. WARRANTY
Warranties for Convergint’s services and Third Party Products are described in the Limited Warranty for Products and Services available https://www.convergint.com/terms/, which is in effect as of the
effective date of this Agreement and is incorporated by reference as if set forth herein in full.
SECTION 5. CHANGES
Without invalidating this Agreement or any bond given hereunder. Customer or Convergint may request changes in the Work with a change order signed by both parties. If Customer orders (i) any changes
to the Work (e.g. change in objective, deliverables tasks or hours), (ii) changes to schedule (extension or acceleration), or (iii) causes any maternal interference with Convergint’s performance of the Work,
Convergent shall be entitled to an equitable adjustment in the time for performance and in the Price, including a reasonable allowance for overhead and profit.
SECTION 6. FORCE MAJEURE
Neither Customer nor Convergint shall be table lop any delay or failure in the performance of heir respective obligations pursuant to this Agreement due to circumstances beyond their reasonable control
(“Force Majeure”) and without fault or negligence of the party experiencing such delay. A Force Majeure event shall induce, but not be limited to acts God, pandemic or epidemic, diseases, quarantines,
unavoidable casualties, concealed conditions. acts of any civil or military authority riot, insurrections. and civil disturbances; war invasion, act of foreign enemies. hostilities (regardless of whether or not
war is declared). rebellion, revolution. terrorist activities; strikes. lockouts or other labor disputes; embargoes. shortage or unavailability of labor supplies, materials, equipment or systems; accident. fire.
storm water. flooding. negligence of others. Vandalism, power failure installation of incompatible equipment. improper operating procedures, source current fluctuations or lighting, transportation contingencies
laws, statutes, regulations and other legal requirements. orders or judgments: acts or order of any government or agency or official thereof, other catastrophes or any other similar occurrences. If performance
by either party is delayed due to Force Majeure, the time for performance shall be extended for a period of time reasonably necessary to overcome the effect of the delay and Convergent shall be entitled to an
equitable adjustment of the Price.
SECTION 7. INSURANCE
In feu of any Customer insurance requirements, for Services performed in the United States, Convergint shall maintain the following insurance coverages during the term of this Agreement and upon request.
shall provide certificates of insurance to the Customer:
Workers’ Compensation Statutory Limits
Employer’s Liability $1,000,000 per occurrence/aggregate
Commercial General Liability $1,000 per occurrence
$2,000,000 general aggregate
Automobile Liability
$1,000,000 per occurrence/aggregate
Excess/Umbrella Liability $3,000,000 per occurrence/aggregate
Commercial General Liability policy shall name the Customer as “additional insured" on a primary/noncontributory basis with respect to liability arising out of the Services.as applicable, but only to the extent of
liabilities failing within the indemnity obligations of Convergint pursuant to the terms of this Agreement. Convergent shall not provide loss runs or copies of its insurance policies. Convergint shall provide to the
Customer no less than thirty (30) days' notice prior to the termination or cancellation of any such insurance policy For services performed in Canada, Convergint shall maintain similar insurance coverage dependent
upon the local requirements in Canada and upon the insurance available under Convergint's insurance program All required insurance coverage shall be reasonable in the circumstances and compliant with local regulations.
SECTION 8. INDEMNIFICATION
To the fullest extent allowed by law. Convergint shall indemnify and hold Customer harmless from and against claims. damages. losses, and expenses (excluding loss of use) attributable to bodily injury. sickness, disease or
death. or to destruction of tangible property, but only to the extent caused by the negligent acts or omissions of Convergint or Convergint's employees or subcontractors while on Customers site.
If Convergint is providing products or services for intrusion detection, detection of specific threats to people or property (including weapons, gunshot, or drone detection) mass notification, ballistics or explosives protection.
or processing of biometric, health, financial, or government identifier data (collectively. 'Special Offerings'), then to the fullest extent allowed by law(u)Convergint s indemnification obligations under the Agreement do not apply
whatsoever and Convergent and Convergint Related Parties have no liability to Customer for any losses or damages caused by any Special Offerings; and (ii) Customer shall indemnify. defend, and hold harmless Convergint
and Convergint Related Parties from and against all claims, demands. Actions, (abilities, damages and costs (including reasonable attorneys' fees) relating to Special Offerings provided by Convergint. except to the extent of
Convergint's gross negligence installing such Special Offerings. Any waiver of damages or limitation of liability contained in the Agreement and as modified herein shall riot apply to Customers indemnification, hold harmless
and defense obligations herein.
SECTION 9. LIMITATION OF LIABILITY
EXCEPT AS PROVIDED HEREIN, TO THE FULLEST EXTENT ALLOWED BY LAW:(A) IN NO EVENT SHALL EITHER CONVERGINT, CONVERGINT RELATED PARTIES. OR CUSTOMER BE LIABLE UNDER OR IN
CONNECTION WITH THIS PROPOSAL FOR SPECIAL. INDIRECT, INCIDENTAL, PUNITIVE, LIQUIDATED OR CONSEQUENTIAL DAMAGES. INCLUDING COMMERCIAL LOSS. LOSS OF USE OR LOST PROFITS.EVEN
IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) THE AGGREGATE LIABILITY OF CONVERGINT AND CONVERGINT RELATED PARTIES ARISING OUT OF OR RELATED TO
THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO CONVERGINT UNDER THIS AGREEMENT. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. THE
LIMITATION SET FORTH IN THIS SECTION SHALL APPLY WHETHER THE CLAM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL THEORY.
SECTION 10.COMPLIANCE WITH LAW,SAFETY.&SITE CONDITIONS
Convergint agrees 10 comply with all laws and regulations applicable 10 is provision of the Work Customer will comply with al applicable laws and agreements applicathie to its use and operation
of the Work. Convergint shall comply with all safety related laws and regulations and with the safety program of the Customer, provided such program is supplied to Convergent prior to
beginning Work.
If during the course of its Work. Convergent encounters conditions at the site that are subsurface, differ materially from what is represented in the contract documents. or
otherwise concealed physical conditions. Convergint shall be entitled to an extension of time and additional costs for the performance of its work.
If Convergint discovers or suspects the presence of hazardous materials or unsafe working conditions at Customers site where the Work is to be performed,Convergent is entitled to stop
the Work at that site if such hazardous materials,or unsate waking conditions were not provided by or caused by Convergent. Convergint in its sole discretion sea I delermne when it is 'safe"
to return to perform the Work at Customers site.Converged shall have no responsibility for the discovery,presence.handing,removing or disposal of or exposure of persons to hazardous
materials in arty form at the Customers site To tie fullest extent allowed by law,Customer shall indemnify and hold harmless Convergint from and against clams, damages, losses and
expenses,Nickeling but not limited to.reasonable attorney s fees ansing out of or resulting from undisclosed hazardous materials or unsafe working conditions at Customer's site.
SECTION 11. PERSONAL DATA & SECURITY
Converginl's obligations and liabilities regarding Processing of Personal Data and information security shall be limited solely to Processing performed by Convergint s
personnel Processing by OEMs or Third Party Products are governed by any applicable OEM end user licensing agreements or terms and conditions. Customer represents and
warrants that it will comply with all applicable Data Protection Laws. Although certain products delivered by Convergint may be capable of processing Biometric Information,
Personal Health Information,financial information, or government identifiers ("Sensitive Information), Customer acknowledges that Convergent is not Processing Sensitive
Information (or to the extent it is Processing Sensitive Information,it is doing so strictly in accordance with Customer's instructions) and Customer is solely responsible for
compliance of all such Processing with Data Protection Laws. To the fullest extent allowed by law.Customer shall indemnify,defend and hold harmless Convergint from and against
all claims, demands, actions, liabilities, damages, and costs (including reasonable attorneys fees) asserted by a third party arising out of or relating to failure to comply with
applicable Data Protection Laws including but not limited to those related to Sensitive Information.Customer acknowledges it has reviewed Convergints Privacy Policy available
at https://www.convergint.com/privacy-policy/."Personal Data", "'Process(ing)", "Biometric Information" and Personal Health Information shall be interpreted in accordance with,and
shall include analogous terminology as used in, applicable laws and regulations relating to data privacy,information security.data protection, data breaches, cross-border data flows,
and/or the rights and obligations of persons or entities regarding personal information ("Data Protection Laws").
To the extent Convergint provides cybersecurity services,.such services are provided "as is" without warranties or representations of any kind, whether express or implied
Convergent will follow Customer-specified policies to access (including remotely access) Customer information systems,however; Convergint wit not be responsible for technical
problems that may occur resulting from Convergent following Customer's instructions or for information security losses or harms to the extent that they are not due to the fault of
Convergint. Customer-authorized changes to Customer information systems are at Customer's own risk and Customer acknowledges it is responsible for the overall security
of its information systems
SECTION 12.INTELLECTUAL PROPERTY
Convergint shall retain title and ownership of all intellectual property rights relating to the drawings. technical documentation, or other technical infornatron ("Documentation')
delivered under this Agreement.The OEMs shall retain title and ownership of all intellectual property rights relating to the Third Party Products and will grant any license and right to
use in connection with the Third Party Product through the OEM's end user license agreement or other terms and conditions Customer shall not use any Documentation
supplied by Convergint for any purposes other than those directly related to this Agreement ix for the use and/or maintenance of the Third Party Product.
SECTION 13.PRICE ADJUSTMENT
Convergint may automatically adjust the price,with five(5)days prior written notice.d based on. (a)changes by its vendors to the cost of materials or Third Party Products to be
delivered and/or labor costs related to personnel responsible for performing the Work.(b) macroeconomic conditions, such as taxes tariffs or duties, natural disasters, labor
shortages/strikes, etc.. (c) market conditions such as price volatility or availability limitations, or (d) other events not within Convergnt's control that impact the cost of
performing the Work The adjustment shall be consistent with applicable market indexes. where available,third-party sources or other evidence.Convergint reserves the right to add
periodic surcharges eluding without limitation.adjustments for the then current price of mfuel,such surcharges to be specified and invoiced by Convergint.
SECTION 14.TERMINATION
tf a party materially breaches this Agreement,the other party shall provide written notice of tiembreach and a reasonable time to cure the breach.but in no event less than 30 days.If the
breaching party fails to cure the breach within the speared lime period,the non-breaching party may terminate this Agreement upon 15 days written notice to the other party If Convergint
notifies Customer of a material breach pursuant to this paragraph,Convergint may temporartty suspend its work without liability until Customer cures the breach
SECTION 15.GOVERNING LAW AND DISPUTES
The parties agree that this Agreement shall be governed by the laws of the state/province where the Work is located,and venue for disputes shall be located in that state/province.
In the event of any dispute between Convergent and Customer. Convergint and Customer shall
first attempt to resolve the dispute in the field, but if that is not successful, then in a meeting between authorized officers of each company If settlement attempts are not successful unless the dispute requires injunctive relief, then the dispute shall be decided exclusively by arbitration. Such arbitration shall be conducted in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association (if the Services are performed in the United States) or Arbitration Rules of the ADR Institute of Canada. Inc (if the Services are performed in Canada) currently in effect by a single arbitrator and shall be a final binding resolution of the
issues presented between the parties. The prevailing party shall be entitled to recover its reasonable attorneys' fees and costs. Any award by the arbitrator may be entered as a judgment in any court having jurisdiction.
SECTION 16. MISCELLANEOUS
The parties have requested that this Agreement be written in English and have also agreed that all notices or other documents required by or contemplated in this Agreement be written in English. Les parties tint requis que cette convention soit redigee en anglis et ont egalement convenue que tout aviso u autre document exige aux termes des presents out decoulant de Tune quelconque de ses dispositions sera prepare en anglaise.
Any changes to this Agreement shall be in writing signed by both Customer and Convergint.
In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
Customer waives all claims against Convergint arising from or related to suspension of work pursuant to his Agreement.
Customer and Convergint are independent contractors, and nothing in this Agreement creates any agency, joint venture, partnership. or other form of joint enterprise employment. or fiduciary relationship between them. Nothing contained in this Agreement shall be deemed to create a relationship of employee or employer between the parties. and neither party shalt be entitled to any benefits that the other party provides for its own employees. including workers compensation and unemployment insurance. Each party shall have exclusive control over its own employees, agents, and subcontractors, its labor and employee relations, and its policies relating to wages, hours, working conditions, or other conditions.
Neither party to Sax Agreement shall assign this Agreement without the prior written consent of the other party hereto. Notwithstanding the foregoing. Convergint may assign this Agreement without notice or consent (1) to any of its parents, subsidiaries or affiliated companies or any entity majority owned by Convergint. or (ii) in connection with a merger. acquisition, reorganization, sale of all of the equity interests of Convergint. or a sale of all or substantially all of the assets of Convergint to which this Agreement relates.
Notices shall be in writing and addressed to the other party.in accordance with the names and addresses of the parties as shown above. All notices shall be effective upon receipt by the party to whom the notice was sent.
In no event will Convergint be obligated to comply with any project labor agreements or other collective bargaining agreements.
A waiver of the terms hereunder by one party to the other party shall not be effective unless in writing and signed by a person with authority to commit the Customer and Convergint. No waiver by Customer or Convergent shall operate waiver as a continuous waiver, unless the written waiver specifically states that it is a continuous waiver of the terms stated in that waiver.
The Sections regarding invoicing, warranty, indemnity. and disputes shall survive the termination of this Agreement.
By signing this Agreement Customer acknowledges that it reviewed the Important Product Safety and Service Information at https://www.convergint.com/terms/.
V4.0 July 2023 Page 2 of 2 Convergent Technologies
" -a GHE
o°GuA R
Gallagher Access Administrator
Online Course - C892122
Introduction
This course provides Gallagher Administrators with the skills and confidence to maintain a Gallagher system. The
course content focuses on day to day site management and security operations, broadly covering alarm and event
management, cardholder administration tasks, general site monitoring and control including the configuration of access,
viewers, status overrides and reporting.
The course is a modular discovery exploring many user-based features and functions designed to enhance the value the
Command Centre system offers.An Administrator Training Manual is provided as an additional reference for attendees.
Training delivery comprises instructional videos, graphical illustrations, and storyboards. The course concludes with a
practical simulation to ensure learners gain "hands-on" practice in a safe learning environment.
Note: The Gallagher Administration course is a generic course based on the Gallagher Command Centre client utilizing
the latest version of software.
Goals
At the completion of this training session you will have the skills necessary to administer a Gallagher system
and a working knowledge of:
• Command Centre
• Access Group configuration (Calendars, Schedules, Personal Data, Access Groups)
• Operator Groups& Privileges
• Site Monitoring
• Locker Management
• Alarms&Cardholder Management
• Macros
• Reports
• General Site Administration
https://resources.security.gallagher.com/Onboard_and_Educate/Training_course_outlines/End-User_Training/Gallagher Acc...
u"=,{ Updated:Tue,26 Jul 2022 18:46:18 GMT
�`�"' t=' Powered byQmindtouch"
o �, 2
0
Prerequisite Modules
Prerequisite: Gallagher Operator Online Course (C892122)
• An understanding of security systems and Access Control.
• Knowledge of the site requirements under their administration.
• Good PC skills.
0
Topics
• Command Centre -The administrator's platform
• Navigation and overview
• Getting the most out of Command centre
• Operator Groups
• Creating a new Operator Group
• Privileges
• Creating Operator login credentials
• Calendars
• Adding new day categories
• Assigning day categories to days/dates
▪ Special Calendars
• Schedules
• Creating a new Cardholder Schedule
• Personal Data Fields
• Creating a new Personal Data Field
• Access Groups
o Setting up Site Access
• Access Groups shortcut keys
o Temporary Access
• Membership Defaults
• Macros
• Setting up Macros
https://resources.security.gallagher.com/Onboard_and_Educate/Training_course_outlines/End-User_Training/Gallagher_Acc...
❑•.'.Sep.-,!
v {: Updated:Tue.26 Jul 2022 18:46:18 GMT
Powered by Qmindtouch`
'" " 3
• Macro shortcut keys
• Creating a New Cardholder Viewer
• Coping Viewers
• Creating a New Alarm Viewer
• Exercise
• Editing a Viewer
• Reports
o Accessing Reports
• Creating a new Access Report
o Creating a new Contextual Report
• Creating a new Activity Report
o Summary Activity Reports
• Creating a new Evacuation Report
• Creating a new Cardholder Report
o Time Report
• Time—Overview Report
• Voltage Report
https://resources.security.gallagher.com/Onboard_and_Educate/Training_course_outlines/End-User Training/Gallagher Acc...
u {; Updated:Tue,26 Jul 2022 18:46:18 GMT
p, Powered byQmindtouCh
`g 4
Gallagher Access Advanced
Administrator Online Course -
C892127
Introduction
This training module provides administrators with an advanced view of Command Centre functionality, with a focus on
enhancing existing Site security measures.
Once a site is commissioned, best practise suggests that although the initial security measures may be adequate, a site
will mature and evolve over time. Having a security system in place that is scalable and flexible is paramount to catering
to an ever-changing environment and the Advanced Administrator Online Course unveils new layers of Command
Centre knowledge to complement and enhance your existing site configuration.
Note: The Gallagher Advanced Administration course configures functionality from within the Configuration and
Command Centre clients, it is a scenario-based story line utilising the latest version of Command Centre software.
Goals
Upon completion of this training course, you will have the skills necessary to administer a Command Centre system and
a working knowledge of:
• Command Centre Client
• Configuration Client
• Competencies
• Bulk Changes
•Alarm Instructions and Insertion Tags
•The URL Tile
• Broadcast Notifications
• Event Notifications
• Macros
• Site Plans
• Card States and design
• Enterprise Date Interface (EDI)
•Advanced Reports
https://resources.security.gallagher.com/Onboard_and_Educate/Train ing_course_outlines/End-User Training/Gallagher Acc...
Updated:Thu, 14 Jul 2022 17:24:01 GMT 2
Prerequisites
Prerequisite:
• Gallagher Administrator/Operator course attendance highly recommended
• An understanding of Security Systems and Access Control
• Knowledge of the site requirements under their administration
• Good PC skills
Modules
• Introduction to Course
Overall Scenario
• Command Centre Administration Tile Bar
Overview of the Command Centre Client Title Bar
• Server Properties
Examining Licence Features and Server Properties
• Competencies
o Scenario One
• Identity Analytics
▪ Configuring Competencies
• Access Zones Competencies
• Assigning Competencies
▪ Configuring Cardholders
• Adding a Competency to a Cardholder
• Bulk Changes
Scenario Two
Creating a new Cardholder Bulk Change
• Alarm Instructions
Scenario Three
Creating a New Alarm Instruction
• Insertion Tags
Scenario Four
• Creating an Insertion Tag
https://resources.security.gallagher.com/Onboard_and_Educate/Training_course_outlines/End-User Training/Gallagher_Acc...
Updated:Thu, 14 Jul 2022 17:24:01 GMT
Powered by mindtouch
3
• Assigning Alarm Instructions
▪ Scenario Five
• URL Tile
▪ Scenario Six
• Creating a URL Tile
• Broadcast Notifications
• Scenario Seven
• Setting up the Email and SMS Server
o Setting up the Broadcast Notification
• Event Notification Filters
▪ Scenario Eight
• Reflected Output
• Personal date Field: Email/Mobile
• Creating a Notification Schedule
• Enabling your Event Notifications
• Macros
• Scenario Nine
• Setting up Macros
• Setting up a Macro to Cancel the Site Lockdown
• Macro Shortcut Keys
• Site Plans
o Adding a Macro to our Site Plans
• Adding a Graphic to our Site Plans
• Creating Item Menus on Site Plans
• Card States
• Scenario Eleven
• Understanding Card States
• Card Layout
• Scenario Twelve
• Adjusting a Card layout
• EDI Express
o Scenario Thirteen
o Operator Privileges
• The run as Operator
o Run as Operator
o The Source File
https://resources.security.gallagher.com/Onboard_and_Educate/Training_course_outlines/End-User Training/Gallagher Acc...
'i"*EI Updated:Thu, 14 Jul 2022 17:24:01 GMT
h`dt Powered by Qmtnouc
.°� 4
• Enterprise Data Interface Folders
• Importing Images with EDI
• Configuring Command Centre to receive the Source Data
▪ Personal data Fields
• Mapping of Data between the Source File and Command Centre Data
• Running EDI Manually
• Error Messages and Log Files
• Scenario Fourteen
• Monitor Site Viewer
• Scenario Fifteen
• Default Panel
• Guard Tour
• Cameras
• Broadcast Notifications
• Reports
Scenario Sixteen
• Accessing Reports
• Report Filters
• Scheduling a Report
▪ Creating a New Door Activity Report
• Summary Activity Reports
• Creating a Summary of a Door Activity Report (Access Granted)
https://resources.security.gallagher.com/Onboard_and_Educate/Training_course_outlines/End-User_Training/Gallagher_Acc...
Etr
Updated:Thu. 14 Jul 2022 17:24:01 GMT
Powered by 42'I11111dfO00h`
o . • 5
`11
GALLAGHER
Gallagher Access Operator Course -
C892120
Introduction
This outline details the structure and topics covered during generic Gallagher System Operator training. The course
flows logically and is designed to provide the skills necessary to operate a Gallagher system.
Training applies"hands on" learning principals. Training material is provided for attendees and the training incorporates
problem solving and Q &A time
Note: The Gallagher Operator course is a generic course based on the Command Centre client platform utilising the
latest version of software.
Goals
At the completion of this training session attendees will have the skills necessary to operate a Gallagher system and a
working knowledge of:
• Command Centre
• Navigating the environment
• Accessing the system
• Operator Passwords
• Cardholders
• Events
• Alarms
• Status and Overrides
• Understanding Viewers
0
Prerequisite Modules
• Be familiar with Windows operating systems
• Have general keyboard and computer skills
• Understand the principals of Access and Security
https://resources.security.gallagher.com/Onboard_and_Educate/Training_course_outlines/End-User Training/Gallagher Acc...
Updated:Fri, 15 Jul 2022 18:09:24 GMT
• ,:: Powered by Q1lttndtouChl"
❑•
0
Topics
Introduction—Using Gallagher Command Centre
• Logon
• Changing your password
• Changing an expired password
• Log off
• Help Files
• Using the Help File
• Using the Toolbar
• Buttons common to all tabs
• Understanding Viewer Panels Tile
• Toolboxes for Viewer
• Using keyboard shortcuts
• Toolbar shortcut keys
• Viewer specific shortcut keys
• Minimising/Maximising Tiles
• The Cardholder Management
• Cardholder Search Information
• Simple Search for Cardholders
• Advanced Searching for Cardholders
• Editing an Existing Condition
• Removing a Condition
• Advanced Search Editing shortcut keys
• Creating a Cardholder
• Adding Cardholder
▪ Cardholder Membership
▪ Deleting a Cardholder
• Quick Mifare Card Assignment
• Mifare Card Assignment
• Exercises
• Card States
• Cardholder Viewer shortcut keys
https://resources.security.gallagher.com/Onboard_and_Educate/Training_course_outlines/End-User_Training/Gallagher Acc...
� a ,2
Updated:Fri, 15 Jul 2022 18:09:24 GMT
- r Powered byQmindtouch`
'ram
�_ , 3
• Tile Action shortcut keys
• Contextual Reporting
• Cardholder Contextual Report
• The Alarm Panel
• Quick Tips for using the Alarm Viewer
• Alarm Viewer shortcut keys
• Determining Alarm Priorities
• Acknowledging Alarms
• Acknowledging Multiple Alarms
• Processing Alarms
▪ Entering an Alarm Note
o Door Open To Long Alarms
• Alarm Exercises
• The Monitor Site Viewer Environment
• Monitor Site Viewer shortcut keys
• Status Tile shortcut keys
• Monitor Site Tile Actions
• Site Plan Tile Actions
o Status Tile Actions
• Camera Tile Actions
• URL Tile
• Tag Board Tile
• Guard Tour Tile Actions
• The Controlled Challenge Viewer Environment
• Additional Automated Tools
o Using Bulk Change
o Find Tool
https://resources.security.gallagher.com/Onboard_and Educate/Training_course_outlines/End-User Training/Gallagher Acc...
Updated:Fri, 15 Jul2022 18:09:24 GMT
`,• Powered by COMMCROUCh`
Er-
conve rg j nt
8045 Flint Street, Lenexa, Kansas 66214
Phone (316) 202-1800 Mobile (630) 457-8335
taylor.ford@convergint.corn
April 3, 2025
City of Riverside ("Customer" or "You") Quotation: TB07797282P
Reference: City of Riverside Training
On behalf of Convergint's global network of colleagues, I would like to personally thank
you for providing Convergint with the opportunity to present this proposal addressing your
electronic security needs.
Convergint's reputation for service excellence is backed by a foundational commitment
to our core value of service, and we have been recognized as the#1 Systems Integrator
by SDM Magazine. This recognition reflects the strong relationships Convergint has
developed with the industry's top technology manufacturers, and our history of success
with providing exceptional service to our customers.
Our guiding principle has always been to be our customers' best service provider. Our
dedicated and certified team of professionals strives to uphold our customer-focused,
service-based mission to make a daily difference for our customers. After achieving a
successful on-time and on-budget project installation, Convergint will provide you with the
industry's best ongoing service, including our 24/7 customer portal iCare, designed to
track service work orders, project progress, and provide you with detailed metric reporting
for continuous improvement.
The following security proposal is specifically designed to meet your needs. As your single
point of contact, please feel free to contact me with any additional questions you may
have. Thank you again for trusting Convergint as your partner.
conve rg j nt
Scope of Work
Gallagher Training
Outlines for Access Operator, Access Administrator, and Advanced Administrator have
been attached for your review. These three trainings are free if the End User has an
active SMA (City of Riverside SMA expired June 2022). Custom in person training is
also an option, but we would need to discuss content, and I can provide pricing for the
custom training.
End User Access Technician training is offered in person at our KC office, or virtually.
Virtual training is 3-days, instructor led via Teams and uses a cloud-based software to
teach the hardware components, and our Command Centre software. Setup
requirements for the course https://security.gallagher.com/en-US/virtual-training-setup-
requirements. The training is also available in person at our Riverside office — minimum
of (4) students are required.
r Extended
Line I Qty Part Description Unit Price
Price
1 Gallagher
ACCESS TECHNICIAN CERTIFICATION - 3
2 1.00 Dayin Person $ 1,329.79 $ 1,329.79
3 1 00 ACCESS TECHNICIAN CERTIFICATION - 3 $ 909.85 $ 909.85
Day Virtual
4 1.00 Access Operator Training $ 209.97 $ 209.97
5 1.00 Access Administrator Training $ 209.97 $ 209.97
6 1.00 Advanced Administrator Training $ 209.97 { $ 209.97
Milestone Training
Free e-learning options: https://learn.milestonesys.com/home_elearning.htm
Instructor classes: https://learn.milestonesys.com/home ilt.htm?tocpath= 3
Schedules can be seen from the link.
Milestone recommends the following instructor led classes:
Milestone Technical Configuration 1 - $1595
Smart Client Skills - $295