HomeMy WebLinkAboutR-2025-080 Customer Support Program Agreement with Convergint Technologies, LLC RESOLUTION NO. R-2025-080
A RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE A CUSTOMER
SUPPORT PROGRAM AGREEMENT WITH CONVERGINT TECHNOLOGIES LLC
FOR SOFTWARE SUPPORT SERVICES FOR THE CITY'S MILESTONE AND
GALLAGHER SYSTEMS.
WHEREAS, Convergint Technologies LLC ("Contractor") has proposed a multi-year
Customer Support Program ("CSP") to provide annual software support services for the City's
Milestone Video and Gallagher Access Control systems, as more fully set forth in Contractor's
Quotations RL12798294 and RL12798300; and
WHEREAS, the City desires to accept the proposed CSP and associated software support
agreements, subject to modifications contained in a Superseding Addendum; and
WHEREAS, the Mayor and Board of Aldermen find it is in the best interest of the City to
enter into this Agreement, as modified by the Addendum;
NOW, THEREFORE, 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 annual software support services, as
outlined in Quotations RL12798294 and RL12798300, 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
3rd day of June 2025.
. Mayor Kathleen L. Rose
ATTEST:
Robin.Kincaid, City-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 Quotations RL12798294
and R12798300 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 4 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 14) 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: 6/4/25
CITY OF RIVERSIDE,
MISSOURI:
By:
Kathleen L. Rose, Mayor
Dated:
ATTEST:
Robin Kincaid, City Clerk
COUNTERSIGNED BY:
CITY PURCHASING AGENT:
By:
Brian E. Koral, City Administrator
Dated:
CONVERGINT
TECHNOLOGIES LLC:
By:
Name:
Title:
Dated:
CITY OF RIVERSIDE,
MISSOURI:
By:
Kathleen L. Rose, Mayor
Dated: June 3, 2025
ATTEST:
Robin Kincaid, City Clerk
COUNTERSIGNED BY:
CITY PURCHASING AGENT:
Brian E. Koral, City Administrator
Dated: 06/04/25
AFFIDAVIT OF COMPLIANCE WITH RSMo 285.530(1)
STATE OF Kansas
COUNTY OF Sedgwick
Before me, the undersigned Notary Public,personally appeared
Sean Holman, who, being duly sworn upon oath, states as follows:
1. Affiant's Identity: My name is Sean Holman, I am over the age of
eighteen and am competent to make this affidavit. I am the
General Manager of Convergint (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):
a 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 enrollment and participation in the federal work authorization
program upon request by y r vant authority.
Signature of Affiant:
Printed Name of Affiant: Sean Holman
Title of Affiant: GM
Date: 6/2/25
Notary Acknowledgment:
Subscribed and sworn to before me,this 2 day of June, 2025.
Notary Public: Sarah J. Champagne
My commission expires: 9/01/2025
[Seal]
SARAH J. CHAMPAGNE
Notary Public, State of Kansas
My Appointment Expires:
09/01/2025
City of Riverside
Annual Software Support License Services
• Milestone Video Software Support License
• Gallagher ACS Software Support License
Multi-Year Agreement provided below.
Convergint Security Integration Services
Customer Support Program (CSP)
5/16/2025 (Revised)
convergjnt
Rich LongstaT Service Account Executive KS/MO
Estimation Proposal & Sales Support
rich.longstaff a( convergint.com
City of Riverside — Milestone & Gallagher Customer Support Program
CUSTOMER INFORMATION
Date: 5/16/2025(Revised) Quotation#: RL12798294CSP-Milestone
RL12798300CSP-Gallagher
To: City of Riverside Attn: Campus Security Team
2990 NW Vivion Rd camp�ssecurity@riversidemogov_
Riverside, Missouri 64150 Office:816-372-9110
We are pleased to provide this proposal for your consideration. This quotation is valid for THIRTY(30)days.
CUSTOMER SUPPORT PROGRAM (CSP) OVERVIEW
Reference:Annual MILESTONE Software Support Renewal
Reference:Annual GALLAGHER Software Support Renewal
Thank you for your partnership with Convergint. The intent of this Customer Support Program (CSP)
is to partner with you in maintaining your system(s), reducing malfunctions and associated
downtime. Convergint is committed to providing long-term customer satisfaction and support
throughout the service partnership.
A properly planned Customer Support Program (CSP) can help improve the performance and
integrity of your systems and extend the life of the systems.
SCOPE OF WORK
Software Support Agreement(SSA): Milestone ❑x Included ❑Excluded
• Convergint wilt coordinate with our Milestone partner to provide and renew the annual
Software Support License.
• The license will be ordered after customer approval.
Software Support Agreement(SSA): Gallagher ❑x Included ❑Excluded
• Convergint will coordinate with our Gallagher partner to provide and renew the annual
Software Support License.
• The license will be ordered after customer approval.
License Renewal Details
• The Software Support Agreement provides access to product manufacturer firmware and
software updates,which helps keep systems operating with the latest software and secured
with the latest patches.
• It also provides access to the product manufacturer's technical support team if technical
support is required for system troubleshooting.
• Labor associated with applying firmware and software updates is not included and
requires the PPM option below.
• This option does not include any computer operating system updates or any software or
system upgrades.
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City of Riverside — Milestone & Gallagher Customer Support Program
COVERED EQUIPMENT
Software Support Agreement(SSA/SUSP)
The following bill of materials is intended to establish the baseline for this proposal. Software not listed is
excluded from the scope.This bill of materials is not intended to be a comprehensive list of all system parts
Line Qty Description-Milestone XProtect,Video Camera Software
1 1 Software Support License-Milestone XProtect,Video Camera Software
SLC: M01-001-241-01-6C4221, YXPCOBT-Corp BL, YXPCODL-Corp DL
Line Qty Description-Gallagher Access Control
1 1 Software Support License-Gallagher Access Control
27921 Ver 8.80 Ver 8.80, 2A8918, 2A8571, 2A8944, 2A8156, C12781, 2A8560, 2A8671, 2a8164,
C12731
OPTIONAL SERVICE AVAILABLE UPON REQUEST
After our Convergint specialist can perform a full Pre-System Review of the access control and video
systems, Convergint will build a System Maintenance Package that includes system base version
firmware/PPM&software security patching,and preventative maintenance CSP. This routine service
package will help ensure we can take a proactive approach to support the device integrity and
longevity of your operation.
Password and Patch Management(PPM): ❑Convergint ❑x Customer
Password Management:
Convergint utilizes an industry-leading password management system with 256-bit AES encryption
to help ensure that each system has unique, highly complex passwords that restrict access
according to the principles of least privilege. Additionally, there is no integration or direct
connection between the database of passwords and on-premises systems.
Software and Firmware Maintenance:
On a bi-annual schedule,Convergint provides software updates and patches to help maintain your
systems per manufacturers' recommendations and operate with the latest features, fixes, and
vulnerability patches. Our specialists will install any compatible software and firmware patch
releases to the system at the time of password change to help ensure system functionality and
security.
Preventive Maintenance ❑ Included El Excluded
Convergint will provide systems preventive services for components identified within the pre-
system review. Preventive maintenance will include a visual inspection and a functional test of
system components. A proactive approach for accurate reporting will identify potential
discrepancies early.Convergint will present recommendations upon discovery.
Software Upgrade ❑Included ❑x Excluded
To keep up with changes in infrastructure and environment, software upgrades may help keep
systems running at an optimal level. Our expertise covers various aspects of upgrades, including
server migration,integration support,resource allocation,scheduled downtime management,and
risk mitigation.A pre-system review of each requested solution will be performed by our system
specialist prior to the selected software base version upgrades.
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City of Riverside— Milestone & Gallagher Customer Support Program
CONVERGINT: UNIQUELY QUALIFIED
Our people, culture, technologies, and service differentiate us from our competitors. Convergint
is committed to being our customers' best service provider with a culture of integrity,
accountability, and excellence.
1}$,A, Our People I At Convergint, our greatest strength is our people. We hire and develop
Mt the industry's most dedicated and qualified service colleagues and provide an aggressive
mitliIt certification plan in the latest technology innovations, industry trends, and regulations.
Our Technologies I Convergint maintains strong relationships with the world's leading
technology partners. Instead of being limited to one manufacturer, we support a
L�el variety of systems,thus enabling you to avoid sole-source dependency while ensuring
14 long-term system and service flexibility and cost-effectiveness. We have service
technicians certified across a wide range of systems, giving you the ultimate in peace
of mind.
Our Services I Convergint designs service programs to meet each customer's specific
business goals by leveraging dedicated, certified colleagues to ensure system
integrity and uptime. Convergint's customer portal, iCare®, gives you real-time
care access to your service work orders, status, metrics reporting, and service spend by
site. iCare is a fully integrated tool connected to all aspects of the Convergint enterprise,
from customers to schedulers to technicians in the field. Our iCare portal promotes
transparency, visibility, and accountability to you, our customer.
Our Programs I Our Customer Support Programs are customized to you based on
r industry best practices and your individual site and business objectives. Through this
CIl program,you will be given priority on emergency service calls along with preferred
■■a service discounts on labor rates per Convergint's published Standard Rates.
Our Reach I Convergint delivers services across cities, countries, and continents -
but focuses on serving you where you are. When you call us, you reach the local
nrez market office, not a centralized call center. When delivering complex services or
Pz - projects for our customers, we excel at connecting partners and subcontracting
partners to serve you the way you want to be served.
Our Culture I Convergint operates on a set of core Values and Beliefs that express
our responsibility to our customers, colleagues, and communities. Our V's & B's are
V's & B's not just words on a page but are the very fabric of Convergint culture. Our daily
commitment to these ideas is one key reason why our customers choose to do
business with Convergint.
convergjnt 4I M1)
City of Riverside - Milestone & Gallagher Customer Support Program
TOTAL INVESTMENT
Hourly Service Rates
Business Hours After Hours Sunday&Holiday
(8:00am to 5:00pm) (Monday-Saturday)
Standard Rates $135.00 $203.00 $270.00
Portal-to-Portal,No Trip Charge
• Standard Rates are subject to change without notice and application at the time of service.
• No mileage of travel time charge if within a 50-mile radius of the local CTC.
• Outside a 50-mile radius will incur an additional charge for travel time.
• Emergency service and T&M work will be subject to a two-hour minimum.
• Same-day emergency requests are subject to after-hours rates.
• Service calls may be subject to truck/fuel charges and disposal fees for batteries.
Clarifications:
• Service Rates above are subject to change over the course of this agreement,and any change will be
applied at the time of service.
Agreement Details
Agreement Start Date TBD upon customer approval of this CSP
Agreement Duration 1 to 3 Year Options
Total Investment Year 1 Year 2 Year 3 Year 4 Year 5
Milestone Annual SSA $ 10,455.26 $ 10,768.92 $ 11,091.99
Gallagher Annual SSA $ 9,694.85 $ 9,985.70 $ 10,285.27
Total Annual $20,150.11 $20,754.62 $21,377.26
Sales Tax Price excludes applicable sales tax
The agreement will be invoiced annually in the first month of the agreement
Payment Schedule period (Net 30 days) unless mutually agreed otherwise. The software services
listed will be invoiced individually.
Proposal Attachments:
• Clarifications, Qualifications, and Exclusions
• Convergint Technologies Terms and Conditions(Customer Support Program)
By signing below or accepting the services described in this proposal, Customer accepts and agrees to this
proposal, including the enclosed Terms and Conditions, along with any addendums or exhibits that may be
attached or referenced therein.Any additional or contrary terms, including on a Customer PO, are expressly
rejected. By signing,you represent and warrant that you have the authority to accept this proposal on behalf
of the Customer.
X City of Riverside X June 3, 2025 .1-(/,2
CustomeName Date
X Kathleen L. Rose X Kathleen L. Rose, Mayor
Authorized Signature Printed Name and Title
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City of Riverside —Milestone & Gallagher Customer Support Program
CLARIFICATIONS, QUALIFICATIONS, & EXCLUSIONS
Software Support Agreement(SSA)and Password &Patch Management(PPM):
Customer has been advised of the SSA and PPM services described above. These services may vary depending on
the specific devices involved but typically include periodically updating device passwords to meet complexity and
password rotation requirements;securely managing those passwords on behalf of Customer; and periodically updating
device firmware to incorporate vulnerability patches, enhancements, and bug fixes made available by the device
manufacturer. Please ask your Convergint point of contact for more details on the specific PPM services available for
your devices. These services reduce the risk of cyber vulnerabilities.
Convergint cannot guarantee the security of the devices it installs or of Customer's IT environment, no
networked system can be completely secure, and Customer remains ultimately responsible for its IT
environment. However, these services reduce the risk of cyber vulnerabilities for the devices being installed.
IF CUSTOMER DECLINES THESE SERVICES, CUSTOMER (AND NOT CONVERGINT) IS RESPONSIBLE FOR
PERFORMING THESE SERVICES.
Pricing Assumptions
1. The Equipment listed are approximate quantities that were estimated during the site walk.Customer must provide
the final Equipment list to be included in this Agreement,which may result in adjustment of the fees.
2. For comprehensive coverage on systems not installed by Convergint, parts and/or labor coverage will not take
effect until the system has been fully inspected by Convergint and all deficiencies have been corrected by
Customer.
3. Unless specifically included in this Agreement or Customer has separately contracted with Convergint for the
work,all other work related to the Equipment will be billed separately at Convergint's then current billing rates and
material prices.
4. Customer agrees to provide any necessary equipment to reach inaccessible or limited access equipment.Waivers
may be required prior to operating customer's lift or heavy equipment. If equipment is not provided, additional
charges may apply.
Customer Responsibilities
1. Customer agrees to maintain at its expense, any software licensing agreements and installed software media
required for the operation and or diagnostics of the Equipment.
2. Customer agrees that when service must be provided where cash, negotiable securities, and other valuables are
readily accessible, Convergint employees and representatives shall always be accompanied by Customer's
employee or representative.
3. Customer agrees to obtain and pay for all permits and licenses, and to discharge any fines, imposed by any
governmental body or agency relating to the Equipment, its operation or malfunction.
4. If any Equipment is modified or serviced by a third party during the term of this Agreement, then Convergint has
the right to inspect the Equipment, and Customer agrees to pay Convergint at its then current billing rates and
material prices for the costs of inspection plus parts and/or labor required to align the Equipment with this
Agreement. If Customer refuses such inspection or additional services, then Convergint has the option to delete
such Equipment from this Agreement.
Exclusions
The following are excluded from the scope of services:
1. Convergint has no obligation to perform service, repair or replacement in the event of a Equipment failure or
malfunction due to: burglary, storm, power surge or fluctuation, power failure, abnormal environmental
conditions (such as extreme temperatures), fire, flood, war, riot, civil commotion, other acts of God,
rodent/insect issues, settling of walls or foundation, abuse, usage of Equipment for purposes other than
designed and/or intended, or the negligence or acts or omissions of Customer or any third party. Service,
repairs or replacement necessitated by these conditions are billable to the Customer at Convergint's then
current billing rates and material prices.
2. Any work required by new or retroactive code changes, or violations or deficiencies identified prior to the
effective date of this Agreement.
3. Testing,if applicable,of the system does not include troubleshooting of pre-existing system conditions(ground
faults, etc.).
4. For coverage on systems not installed by Convergint, parts and/or labor coverage will not take effect until the
systems have been fully inspected and all deficiencies corrected.
NOTE: REVIEW IMPORTANT PRODUCT SAFETY AND SERVICE INFORMATION PRIOR TO USING A
CONVERGINT-INSTALLED SYSTEM: See "IMPORTANT PRODUCT SAFETY AND SERVICE INFORMATION"
documentation,available at convergint.com/terms.
convergjnt 6 i
City of Riverside — Milestone & Gallagher Customer Support Program
IMPORTANT NOTICE
You requested that Convergint provide you with certain security and safety products and
services. By using these products and services,you acknowledge that:
• Under no circumstances should Convergint-provided products and services be your sole
method of security or safety. Effective security and safety require a multi-layered approach
involving people, processes, and technologies. Convergint-provided products and services do not
guarantee security or safety, will not detect or prevent all threats or risks all the time (including threats
they are designed to detect), and will not ensure overall safety and security. You are ultimately
responsible for your people, premises, and property, including for maintaining an effective response
plan and promptly implementing your response plan in response to alarms or threats.
• All security products and services have limitations. No product or service can guarantee safety or
security. It is your responsibility to ensure you are informed about product or service limitations and
that you regularly test and validate the products and safety plans. Reach out to your Convergint
account executive to learn how our support services can help. And if you have a service plan, you
are responsible for promptly notifying Convergint in the event of any defect, malfunction, or
performance issue with the products and services.
• Various factors can impact product performance. Selecting products and settings may involve
tradeoffs between the level of security and safety on the one hand and speed, convenience, and cost
on the other hand. Convergint can give you guidance, but you are ultimately responsible for selecting
products and settings based on your organization's risk profile and tolerance.
• The products are made by third-party manufacturers, not Convergint. You are bound by and
must use, test, and maintain the products in accordance with the manufacturer's terms and
instructions. Convergint does not independently validate the accuracy of claims or statements made
by manufacturers, and makes no assurances regarding their accuracy. You are responsible for using
the products and services in compliance with laws and regulations applicable to you or as permitted
in your jurisdiction.
• All products and services are governed exclusively by a final agreement. No advertisement,
literature, brochure, website, or statements made during the sale process or otherwise (whether orally or
in writing) should be interpreted as a promise, warranty, or other assurance.
• You have reviewed the "IMPORTANT PRODUCT SAFETY AND SERVICE INFORMATION"
documentation, available at convergint.com/terms.
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City of Riverside — Milestone & Gallagher Customer Support Program
Convergint Technologies Terms and Conditions(Customer Support Program) Version 3.1(US AND CANADA)September 2024
Throughout this Proposal, including these Terms and Conditions and any attachments. period of time specified in the accompanying Proposal(initial Term").At the end of the Initial
(together "Agreement")the term'Convergent"refers to the Convergint Technologies affiliate Term,this Agreement will renew automatically for successive terns of one year('Renewal
operating in the state/province m which the Services is berg performed and"Convergent Related Terri and together with the Initial Term,the-Tenn").Either party may terminate this Agreement
Parties" means Convergint and its contractors, subcontractors, third party product by giving the other party no less than thety(30)days written notice prior to the expiation date
manufacturers or providers. of the Initial Term or the then current Renewal Term.
SECTION 1.THE SERVICES SECTION 3.PRICING
This Agreement takes precedence over and supersedes all prior proposals,correspondence, Pricing and amounts proposed shall remain valid for 30 days unless otherwise specified CSP
and oral or written agreements or representations rotating to the services set forth in the Costs includes only the Services including Third Party Products.set forth on Converged
accompanying Proposal(`Services")and subject to any changes or addendums,represents Proposal,unless noted otherwise Additional services or Third Party Products,unless negotiated
the entire agreement between Convergent and Customer This Agreement applies to the prior to order placement will be billed accordingly Sales taxes(or as applicable GST,PST,VAT
exclusion of any other terms that the Customer seeks to impose or incorporate(such as or similar tax)and any other taxes assessed on Customer shall be added to the CSP Costs
Customer's purchase order form)which are in addition to or inconsistent with the terms and upon invoice to Customer.
cc ditions of this Agreement or which are implied by trade.custom,practice or coursed SECTION 4.INVOICE REMITTANCE AND PAYMENT
dealing,all of which are deemed expressly rejected and will not be binding
ThisAgreement is made without Customer agrees to pay the amount clue to Convergnt as invoiced,within thirty(30)days of
regard to compliance with any special sourcing and•'or the dale of such invoice.If Customer is overdue in any payment.Convergint shall be entitled to
manufactunng requirements, minonty or disadvantaged suppler requirements. or samxar suspend the Services without lability until paid,charge Customer an interest rate 1 and 1r2%
government procurement laws Should such requirements be applicable to this Agreement.
Convergint reserves the right to modify ad/or withdraw its Agreement. percent per month(al re maximumb ratedp us om bylaw.whichever ns less).andcos mayincurred
avail
itself of any other legal or equitable remedy.Customer shall reimburse Convergint costs
Customer understands that Convergint is an authorized distnbutor or reseller and not the in collecting any amounts that become overdue.Including attorney fees.court costs and any
manufacturer or developer("OEM")of software.hardware and equipment(collectively,'Third other reasonable expenditure.
Party Products')being maintained under this Agreement.
SECTION 8.WARRANTY
This Agreement assumes the systems and Third Parry Products covered are in maintainable Warranties for Convergint's Services and Third Party Products are described in the Limited
condition. If repairs are found necessary upon initial inspection by Covergint a separate Warranty for Products and Services available at nuns;r,rn•,s cowrruint corn-tormsl.which
proposal for repair will be submitted for approval.Should this separate proposal be declined,all is in effect as of the effective date of this and is incorporated Agreement
non-maintainable ferns wit be removed from this Agreement and the CSP Costs adjusted 9 by reference as if
set forth herein in full.
aceOrdrmgly.
SECTION 6.CHANGES
Customer agrees at no cost to Convorgint Witha6 invalidating this Agreement or any bond given hereunder.Customer or Convergent may
a. To provide access to all areas of the site for the equipment identified in and/or relating requestchanges in Ore Services with a change order signer]by both panes.If Customer orders
as specified (i)any changes to the Services(e.g.change inobjectives deliverables,tasks or hours).(r)
to the List of Covered Equipment
( in the accompanying Proposal). changes to schedule(e.g.frequency of visits),or(oil causes any material interference with
b. To supply suitable electrical service as required by Convergint Convergint's
c. To remove site obstacles andjob safetyhazards;and per time
of me Services.the CSP Coent shall be entitledto an equitable
adjustment in the for performance and n CSP Costs,including a reasonable allowance
d. That in the event of any emergency or systems failure,reasonable safety precautions for overhead and profit
will be taken by Customer to protect Ife and property during the period from when SECTION T.FORCE MAJEURE
Convergent is first notified of the emergency or failure and until such time that Convergint
notifies the Customer that the systems are operational or that the emergency has cleared Neither Customer nor Convergint shall be liable for any delay or failure in the performance of
It is understood that repair,replacement and emergency service provisions apply only to the thee respective obligations pursuant to tits Agreement due to circumstances beyond their
systems and Third Party Products covered by this Agreement and identified in the Agreement reasonable control (Foxce Majeure') and without the fault or negligence of the party
Repair or replacement of noremaintainable parts of the systems such as.but not limited to.aryl experiencing such delay.A Force Majeure event shall include,but not be knitted to acts of
cabinets.mutating materials,electrical winrg,structural supports and other non-moving parts. God.pandemic or epidemic,diseases,quarantines,unavoidable Civil di concealed
are not included in this Agreement conditions,acts of any civil or military authority.riot.insurrections,and disturbances:
war. invasion.act of foreign enemies,hostilities(regardless of whether or not war is
In the event that the systems or Third Party Products included in this Agreement are modified. declared),rebellion,revolution.terrorist activities:strikes.lockouts or other labor disputes.
repaired,have a penpheral device attached to them,or are adjusted(hardware or software)by embargoes;shortage or unavailability of labor,supplies,materials,equipment or systems;
someone other than a Convergint representative after the Start Date of this Agreement accident.fim.storm.water.flooding.negligence of others,vandalism.power failure,sstallabon
(hereinafter"Moditcabon Event),Convergint shall have the nght to exercise any or ad of the of incompatible equipment. improper operating procedures, source current fluctuations or
following options in response to this Modfication Event lighting,transportation contingencies.laws.statutes.regulations.and other legal requirements.
a Require that the systems or Third Party Products impacted by the Modification Event be orders or judgements acts or order of any government or agency or official thereof other
subject to reacceptance testing by Convergent. catastrophes or any Wier svvidar occuneises If performance by either party is delayed due to
b Require removal of the equipment impacted by the Modification Event from the scope of this Force Majeure.the erne for performance shall be extended for a period of time reasonably
Agreement,so that the Services hereunder will not apply to such equpmenL necessary to overcome the effect of the delay and Convergint shall be entitled to an equitable
c. Require termination of this Agreement upon thirty (30)days' notice to Customer. at adjustment of the CSP Costs.
Converyms option SECTION 8.INSURANCE
THE SERVICES ANDIOR THIRD PARTY PRODUCTS ARE DESIGNED TO HELP In lieu of any Customer insurance requirements,for Services performed in the United States,
REDUCE.BUT NOT ELIMINATE RISKS OF LOSS RELATING TO PEOPLE,PREMISES, Convergint shall maintain the following insurance coverages during the term of this Agreement
OR PROPERTY. THE AMOUNTS BEING CHARGED BY CONVERGINT ARE NOT provide certificates of insurance to Customer
Customerer
SUFFICIENT TO GUARANTEE THAT LOSS OR DAMAGE WILL DECREASE OR BE and upon request,shell
ELIMINATED.Customer acknowledges that proper safety and security requires a multi- Worker's Compensation Statutory Limits
layered approach of people,processes.safety,and technologies. The Services,including Employer's Liability S1,000,000 per occurrence/aggregate
Third Party Products.provided by Convergent are not sufficient to ensure overall safety and Commercial General Liability S1,000,000 per occurrence
seventy.Customer acknowledges and agrees that it is responsible for its overall safety and S2,000,000 general aggregate
security,including testing and maintenance of the Third Party Products(except to the extent Automobile Liabiu), S1.000,000 per occurrence/aggregate
contracted to Converge)by written agreement)and training of its personnel Customer ExcesslUmbrela Liability S3.000,000 nonoccurrence/aggregate
acknowledges and agrees that it has a duty of care and is solely responsible for its Convergint shall not provide loss nuns or copies of its insurance pollees.Crxrvergmt shalt provide
compliance with applicable laws rules,and regulations.including but not limited to export to the Customer no less than thirty(30)days'notice poor to the termination or cancellation of
and re-export restrictions and regulations, privacy and data protection regulations, any such insurance policy For services performed in Canada,Convergint that maintain similar
applicable OEM instructione terms and conditions.EULAs.and proper product usage. nsurenoe coverage dependent upon the local requrements in Canada and upon the insurance
Risk of loss.including any matenals comprising the Services,shall pass to Customer as available under Convergent s insurance program Al required rsurance coverage shall be
the materials are incorporated at Customer's site subject to any end user license reasonable in the circumstances and compliant with local regulations.
agreements If materials are earlier stored on Customer's site pursuant to agreement SECTION 9.INDEMNIFICATION
between Customer and Convergint,nsk of loss with respect to such matenals shall pass to
Customer upon delivery to Customer's site To the fullest extent allowed by haw,Convergnt shall indemnify
and hold Customer harmless
from and against claims.damages.losses,and expenses(excluding loss of use)altnbulable to
Applicable to Monitoring Services Only:If Monitoring Services are identified in the Proposal, bodily Irjuy,sickness disease or death.or to destruction of tangible property,but only to the
the parties agree that(a)these Terms and Conditions are not applicable.and(b)Monitoring extent caused by the negligent acts or omissions of Convergint or Convergint's employees or
Services are governed by the Monitoring Services Terms and Conditions effective on the subcontractors while on Customer's site.
Effective Date of the Proposal and available at https://www.convergnt.com(terms.which is
incorporated by reference as if set forth herein in full 'Monitoring Services"is defined as If Convergint is providing products or services for intrusion detection.detection of specific
'Services'in the Monitoring Services Terms and Conditions threats to people or property(including gunshot or drone detection),mass notification.
SECTION 2.TERM ballistics or explosives protection. or processing of biometric, health financial. or
govemment identifier data(collectively, -Special Offerings"), then to the fullest extent
This Agreement will co snlence on the Services start date('Star Dale')and continue for the allowed by law(e)Convergint's indemnification obligations under the Agreement do not
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apply whatsoever and Convergent Related Parties have no liability to Customer for any drawings, technical documentation, or other technical information ('Documentation')
losses or damages caused by any Special OBenngs,and(ii l Customer shall indemnify delivered under this Agreement.The OEMs shall retain title and ownership of all intellectual
defend, and hold harmless Convergint Related Parties, from and against all claims. property rights relating to the Third Party Products and will grant any license and right to
demands,actions,liabilities,damages.and costs(including reasonable attorneys'fees) use in connection with the Third Party Product through the OEM's end user license
relating to Special Offerings provided by Convergint.except to the extent of Convergint agreement or other terms and conditions Customer shall not use any Documentation
gross negligence installing such Special Offerings.Any waiver of damages or limitation of supplied by Convergint for any purposes other than those directly related to this Agreement
liability contained in the Agreement and as modified herein shall not apply to Customer's or fa the use and/or maintenance of the Third Party Product.
indemnification,hold harmless and defense obligations heroin. SECTION 14.PRICE ADJUSTMENT
Applicable to Weapons Detection Only If Convergent provides Weapons Detection Systems Beginning on the one(1)year anniversary of the Start Dale and annually thereafter for the
or Services, then such Systems and Services are further govemed by the Weapons Term of this Agreement.Convergint may automatically adjust the CSP Costs and Rates set
Detection Addendum effective on the Effective Date of this Proposal and available at forth in this Agreement.(i)by a percentage equal to the annual percent change in the
https.rwww convergint.com/erms,which is incorporated by reference as rf set forth herein Consumer Pnce Index('CPI')for'All Cities.All Urban Consumers as published by the
in full. 'Weapons Detection Systems or Services"means any'Systems'and/or'Services' Bureau of Labor Statistics of the U.S.Department of Labor(if the Services are performed in
as each are defined in the Weapons Detection Addendum. the United States)a Statistics Canada(if the Services are performed in Canada)for the 12-
SECTION 10.LIMITATION OF LIABILITY month period ending December 31 of the prior year.or(ii)with five(5)days prior written
EXCEPT AS PROVIDED HEREIN,TO THE FULLEST EXTENT ALLOWED BY LAW.(A) notice,in excess of the CPI if based on (a)changes by its vendors to the cost of matenals
IN NO EVENT SHALL EITHER CONVERGINT RELATED PARTIES. OR CUSTOMER BE or Third Party Products to be provided anchor labor costs related to personnel responsible
LIABLE UNDER OR IN CONNECTION WITH THIS PROPOSAL FOR SPECIAL.INDIRECT. for performing the Services.(b)macroeconomic conditions,such as taxes.tariffs or duties.
INCIDENTAL, PUNITIVE, LIQUIDATED OR CONSEQUENTIAL DAMAGES. INCLUDING natural disasters,labor shortageslstnkes.etc..(c)market conditions such as price volatility
COMMERCIAL LOSS,LOSS OF USE OR LOST PROFITS.EVEN IF THAT PARTY HAS or availability limitations.or(d)other events not within Convergint s control that impact the
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND(8)THE AGGREGATE cost of performing the Services,and(e)such adjustment is supported by documentation or
LIABILITY OF CONVERGINT RELATED PARTIES ARISING OUT OF OR RELATED TO other evidence The effective date of this adjustment shall be the first invoice in each new
THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO anniversary year. Convergint reserves the right to add periodic surcharges, including
CONVERGINT UNDER THIS AGREEMENT DURING THE 12 MONTH PERIOD without limitation.adjustments for the then current puce of fuel.such surcharges to be
IMMEDIATELY PRECEDING THE DATE OF THE FIRST INCIDENT GIVING RISE TO specified and invoiced by Convergint.
THE LIABILITY.THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS SECTION 15.TERMINATION
LIMB. THE LIMITATION SET FORTH IN THIS SECTION SHALL APPLY WHETHER THE If a party materially breaches this Agreement the other party shall provide written notice of the
CLAIM IS BASED ON CONTRACT.WARRANTY.TORT(INCLUDING NEGLIGENCE)OR broach and a reasonable time to cure the breach.but in no event loss than 30 days If the
OTHER LEGAL THEORY. breaching party farts to cure the breach water the specified time period,the non-breaching party
SECTION 11.COMPLIANCE WITH LAW,SAFETY,&SITE CONDITIONS may terminate this Agreement upon 15 days written notice to the other party.If Convergint
Convergent agrees to comply with all laws,rules and regutatans applicable to its provision of Vie notifies Customer of a material breach pursuant to this paragraph.Converginl may temporarily
Services.Customer will comply with of applicable laws and agreements applicable to its use suspend its services without liability until Customer cures the breach
and operation of the Services. Convergnt shall comply with all safety related laws and SECTION 16.GOVERNING LAW AND DISPUTES
regulations and with the safety program of the Customer provided such program is supplied to The parties agree that this Agreement shall be govemed by the laws of the state/province
Convergent prior to beginning Services where the Services aro being performed,and venue for disputes shall be located in that
If dunng the course of its Services.Convergent encounters conditions at the site that are stateiprovince
subsurface, differ materially from what is represented in the contract documents, or In the event of any dispute between Convergnt and Customer.Convergint and Customer shall
otherwise concealed physical conditions.Convergent shall be entitled to an extension of first attempt to resolve the dispute in the field,but if that is not successful,then in a meeting
time and additional costs for the performance of its work. between as torized officers of each company.If settlement attempts are not successful.unless
If Convergent discovers or suspects the presence of hazardous materials or unsafe working the dispute requires injunctive relief,then the dispute shall be decided exclusively by arbitration.
conditions at Customers site where the Services are to be performed.Convergint s rattled to Such arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the
stop the Services at that site it such hazardous materials,or unsafe waking conditions were not American Arbtiation Association(t the Services are performed in the United States)or
provided by or caused by Convergnt.Convergent in its sole dscrelon shall determine when it Arbitration Rules of the ADR Institute of Canada,Inc.(if the Services are performed in Canada)
is'safe'to return to perform the Services at Customer's site.Convergnt shall have no currently in effect by a single arbitrator and shall be a final binding resolution of the issues
responsibility for the discovery,presence handling removing or disposal of or exposure of presented between the parties.The prevailing party shall be entitled to recover rts reasonable
persons to hazardous matenals in any form at the Customer's site to the fullest extent allowed attorneys fees and costs,Any award by the arbitrator may be entered as a judgment in any
by law Customer shall indennmfy and hold harmless Convergint from and against claims. court having jurisdebon.
damages,losses and expenses.including but not limited to.reasonable attorney's fees.anarg SECTION 17.MISCELLANEOUS
out of or resulting from undisclosed hazardous materials or unsafe working conditions at
Customer's site The parties have required that this Agreement be written in English and have also agreed that
SECTION 12.PERSONAL DATA 8 SECURITY all notices or other documents required by or contemplated in this Agreement be written tin
English Les parties ont requis que cette convention sat redgee en angles et ont egalement
Convergint s obligations and liabilities regarding Processing of Personal Data and convene que tout avis ou aute document eiogc aux termes des presentes ou decoulant de rune
information security shall be limited solely to Processing performed by Convergint s quelcorgue de ses dispositions sera prepare en angles.
personnel.Processing by OEMs or Third Party Products are govemed by any applicable Any changes to this Agreement shall be in writing signed by both Customer and Convergnt
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 In the event any provision of thy Agreement is held to be invalid or unenforceable,the remaining
products delivered by Convergent may be capable of processing Biometric Information, Provisions of this Agreement shall retinae in full force and effect
Personal Health Information,financial information,or govemment identifiers("Sensitive Customer waives all clams against Convergnt arising from Or related to suspension of services
Information'). Customer acknowledges that Convergint is not Processing Sensitive pursuant to this Agreement,
Information(or to the extent it is Processing Sensitive Informebon,d is doing so strictly in Customer and Convergint am independent contractors.and nothing in the Agreement creates
accordance with Customer's instructions) and Customer is solely responsible for any ayerx-y,jowl venture,partnershp,or other tam of joint enterprise employment,or fiduciary
compliance of all such Processing with Data Protection Laws. To the fullest extent allowed
relationship
by law,Customer shall ndemndy,defend and hold harmless Converginl horn and agagainst relationshipbetween them. Nothing contained in this Agreement shall be deemed to create a
all claims, demands, actions. liabilities, damages. and costs (including reasonable rolationshp of employee or employer between the parties arid nether party shall be entitled to
attorneys fees)asserted by a third party arising out of or relating to failure to comply with any benefits that the other party provides for its own employees, including workers
applicable Data Protection Laws including but not limited to those related to Sensitive compensation and unemployment insurance Each party shall have exclusive control over its
Information. Convergint's obligations and liabilities regarding Information secunty and own employees,agents,and subcontractors,its labor and employee retatlas.and its policies
Processing of customer information or data, including Personal Data, are limited to relating to wages.hats.working conditions or other camdibons.
Processing performed by Converglt(if any).OEM and Third Party Product information Neither party to this Agreement shal assign this Agreement wrltout the prior written consent of
secunty and Processing is governed by applicable OEM end user licensing agreements or the other party hereto Notwithstanding tree foregoing.Convergnt may assign this Agreement
terms. 'Personal Data'. 'Processfingl. 'Biometric Information". and 'Personal Health without notice or consent(i)to any of its parents.subsidiaries or affiliated companies or any
Information' shall be interpreted in accordance with, and shall include analogous entity majority owned by Convergnt or (r) in connection with a nieiger. acquisition,
terminology as used in.applicable laws and regulations relating to data privacy,information reorganization.sale of all of the equity interests of Convergnt.or a sale of all or substantially all
security,data protection data breaches cross-border data flows and/or the rights and of the assets of Convergint to which this Agreement relates
obligations of persons or entities regarding personal information(-Data Protection Laws') If Customer transfers ownership or management of the Customer's site to a third party.
To the extent Convergint accesses Customers information systems.Convergent win not Customer will promptly provide Convergint with the new owner's or manager's contact
be responsible or liable for losses or harms caused by following Customers instructions, information and take all such actions as are necessary to assign this Agreement to the third
caused by Third Party Products,caused by third party or Customer-specified remote access party.
software,or that are otherwise not due 10 the fault of Convergnt Customer-authorized Notices shah be in writing and addressed to the other party.in accordance with the names and
changes to Customer information systems are at Customer's own risk and Customer addresses of the parties as shown in the Proposal.All notices shall be effective upon receipt by
acknowledges it is responsible for the overall security of its information systems tie party to whom the notice was sent
SECTION 13.INTELLECTUAL PROPERTY In no event will Convergnt be obligated to comply with any
project labor agreements or
Convergint shall retain title and ownership of all intellectual property rights relating to the other collective bargaining agreements.
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A waiver of the terms hereunder by one party to the other party shall not be effective unless In
wnling and signed by a person with authonty to commit the Customer and Convergint No
waiver by Customer or Converging shalt operate as a continuous waiver unless the written
waiver specnficasy states that it is a continuous waiver of the terms stated in that waiver.
The Sections regarding mbcing,warranty,errdernnny emitatan of liabldy,confidenbalhty and
disputes shay survive the termination of this Agreement
Converging provides additional product safety and service information at
httpsa/www_converginl coin/terms/ (see 'IMPORTANT PRODUCT SAFETY AND
SERVICE INFORMATION'),which it encourages Customer to review poor to use
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