CUSTOMER SUPPORT PROGRAM (CSP)11111•11111111111111111111111111,
Convergent
1/9/2019
TECHNOLOG ES
TECHNOLOG ES
Mak.og a Da !^ Gfterence
City of Clearwater
Sabrina Chute
100 S Myrtle Ave
Clearwater, FL 33756
Reference: CSP
Kyle Young
Account Executive
Convergint Technologies, LLC
6202 Benjamin Rd STE 116
Tampa, FL,33634
Proposal # KY -010419
Thank you for considering Convergint Technologies as your security service provider of choice. The intent of this
Customer Support Program (CSP) is to assist you in maintaining your installed electronic security system and minimize
system malfunctions and associated downtime. Our goal is to work with you to maintain the integrity of the system and to
assist you in providing a safe and secure environment for your occupants.
Convergint Technologies is committed to providing long-term customer satisfaction and support for your system well
beyond an initial system installation. All Convergint installations include a standard warranty against all defects in material
workmanship for a period of one (1) year as well as the following services:
Standard Product Warranty
2-5 Business Day Response
Standard T&M Rates
A Convergint Customer Support Program extends well beyond the standard coverage described above which includes the
following service offerings as part of our Standard CSP Agreement:
l Next Business Day Response
1 Preferred 24/7 Hourly Service Rate
I iCare Manager
Beyond our Standard CSP Agreement, Convergint Technologies also offers the following additional and customizable
services as part of this Agreement:
1 Comprehensive Labor Coverage
l Annual Software Support
1 On -Site Systems Security Specialist
1 Comprehensive Component Coverage
iCare Executive
Staff Training
Preventative Maintenance
Priority Emergency Services Response
1 Remote Diagnostics
A complete description of these optional offerings can be found on pages 3-4 of this proposal.
Additional Contract Details and Clarifications can be found on page 5 of this proposal.
- Atlanta • Austin • Chicago • DC • Dallas • Denver • Eugene • Houston • Jacksonville • Los Angeles • Minneapolis • Nashville • New Orleans • New
England • NY/NJ • Portland • Orlando • Richmond • St. Louis • San Antonio • San Francisco • Seattle • Tampa • Tulsa • Va. Beach
Calgary • Edmonton • Fort McMurray • Lethbridge • Lloydminster • Toronto • Vancouver
MEM
Page 1 of 8
Options and Pricing Summary
OPTIONS AND PRICING
Option
Barcoding Labor Coverage
Comprehensive Labor Coverage
Comprehensive Component Coverage
**Preventive Maintenance
BR.com Web Based Inspections
iCare Executive
On -Site System Security Specialist
Remote Diagnostics
Priority On -Site Response
Training
Travel Expenses
Software Support Plans
*Pre -Contract System Test
"Pre -Contract Replacement Hardware
Coverage
Not Included
Included
Included
Not Included
Not Included
Included
Not Included
Not Included
Not Included
Not Included
Not Included
Not Included
Not Included
Not Included
ANNUAL COST
*Total Maintenance Contract - 1st Year:
$24,097.50
Total Maintenance Contract - 2nd Year:
$ 24,347.00
Total Maintenance Contract - 3rd Year:
$ 25,078.00
Total Maintenance Contract - 4th Year:
$ 25,830.00
Total Maintenance Contract - 5th Year:
$ 26,605.00
Acceptance
Customer Initials:
N/A
Customer Initials:
Customer Initials:
Customer Initials:
N/A
N/A
Customer Initials:
Customer Initials:
Customer Initials:
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Customer Initials:
Customer Initials:
Customer Initials:I
Customer Initials:
Customer Initials:
Customer Initials:
Customer Initials:
Customer Initials:
Customer Initials:
Customer Initials:
Customer Initials:
Customer Initials:
BILLING INFORMATION
Service Start Date:
1/5/2019
Payment Schedule:I Annually
1 Payments Per Year
Service End Date:
1/3/2024
Pre -Contract Cost Due at Signing:
$ -
Amount per Payment, 1st Year:
$ 24,097.50
**1st Payment Due (Pre -Contract
Cost + 1st Year Per Payment Cost):
1/5/2019 $ 24,097.50
**The 1st Payment Due may be more than the Amount per
to the 1st Payment,
Payment, 1st year, if there is an amount in the Pre -Contract Cost Due at Signing Option. This increased amount only applies
each additional payment in the 1st year will equal the Amount Per Payment, 1st Year.
$ 24,347.00 Annual Total billed Annually =
*Amount per Payment, 2nd Year: $ 24,347.00
$ 25,078.00 Annual Total billed Annually =
*Amount per Payment, 3rd Year: $ 25,078.00
$ 25,830.00 Annual Total billed Annually =
*Amount per Payment, 4th Year: $ 25,830.00
$ 26,605.00 Annual Total billed Annually =
*Amount per Payment, 5th Year: $ 26,605.00
A 3 % increase is applied per additional contract year to each payment
PMI
SCHEDULE
**Preventive Maintenance Inspection(s):
0
PMI will be scheduled Monday - Friday during normal working hours of 8AN
to 5PM.
Preventive Maintenance Schedule:
The PMI schedule will be an even division of 12 months using the # of PMI's to be
performed in a given year.
LABOR
RATES
Preferred 24/7 Hourly and Time and
Materials Labor Rates
Mon -Fri
8AM-5PM
Mon -Fri
After Hours
Weekends
and Holidays
Convergint Customers with an active CSP plan
enjoy a savings on labor both during and outside
CSP Customers
$ 115
$ 173
$ 230
of the standard CSP coverage normal business
hours. CSP Customers are billed the discounted
Non CSP Customers
$ 128
$ 192
$ 256
rate shown to the left.
Respectfully submitted by Convergint Technologies
Digitally signed by Kyle Young
Kyle Young 9.02ng2 . 3:20:0-0500'
Authorized Signature Date
By Signing Below, I agree to the attached Terms and Conditions
Account Executive
Customer's Authorized Signature
Date Print Name and Title
Page 2 of 8
Descriptions of Standard Offerings
Next Business Day Response -
After a service call is placed under a standard Customer Support Program, Convergint Technologies will respond (on-site) to customer
service calls by the next business day Monday through Friday 8:00 AM to 5:00 PM.
Included
Preferred 24/7 Hourly Rates -
Customers with a Convergint Technologies Customer Support Program automatically receive a preferred discounted hourly labor rate
for all time & material related service calls. Regardless of what time of day, what day of week, weekend, or holiday, our CSP customers
will be charged the discounted rate for time & material work performed. This preferred discounted rate can be found on page two of this
proposal.
Included
iCare Manager -
This value added online service provides our customers the ability to Create and View Service Work Orders, View Installation Jobs,
View Service Work Order Status Report, Customer/Convergint Contact Information, Online Help and Customer Survey Feedback.
Included
Descriptions of Optional Offerings
Comprehensive Labor Coverage - Included
For those customers seeking to manage their financial risk associated with emergency service and repair labor, this option is intended
to provide comprehensive labor coverage upfront for: 1) Emergency Service Calls, 2) System Troubleshooting & Diagnostics, and 3)
Component Repair Labor.
Note: Unless Priority On -Site Response Option is selected, this labor coverage will be provided during normal business hours
(Monday — Friday 8:00 AM to 5:00 PM). Repairs as a result of damage from acts of God and/or vandalism are not included in this
coverage.
Comprehensive Component Coverage -
Included
For those customers seeking to manage their financial risk associated with the replacement of failed system components, this option is
intended to provide comprehensive component coverage for the equipment identified in the equipment list of this agreement.
Note: Components will be replaced with similar technology available at the time of such replacement. Technology upgrades or
system enhancements are not included as part of this coverage option. Repairs as a result of damage from acts of God and/or
vandalism are not included in this coverage.
Preventive Maintenance -
Not Included
On a scheduled basis, Convergint will provide security system preventive services for components listed within the equipment list
contained herein. All preventive maintenance testing will be performed in accordance with manufacturer's recommendations, and will
address areas that can adversely affect system performance. Preventive maintenance will include a visual inspection and functional
test of security components as listed in the attached equipment list.
UL Alarm System Monitoring -
Not Included
Intrusion Detection Systems monitoring by a UL Listed Central Station. THIS OPTION REQUIRES THAT A 3rd PARTY AGREEMENT
BE EXECUTED PRIOR TO IMPLEMENTATION THAT WILL BE THE GOVERNING TERMS AND CONDITIONS FOR THIS
PORTION OF THE CONTRACT. The following options are included/optional:
Total # of IDS Panels:
0
# of System Partions to Monitor:
No Partitions
Test Report Frequency:
Test Reports Not Included
Alarm Net Radio:
Not Included
Open/Closed Reports:
Not Included
Test Reports: With the above defined frequency, a test report of the panels communication to the Central Station will be generated and
sent to the customer.
Open/Closed Reports: A report is generated when the IDS panel is armed/disarmed and that report is sent to the customer on a daily
basis. For Supervised Open/Close Reports, in addition to the daily report, the Central Station will contact the customer immediately
when the IDS panel is not armed/disarmed at a previously agreed upon time.
Partitions: Systems that are partitioned (split up into different alarm areas using one IDS panel) are considered individual IDS Panels
with potentially different users to be called for alarm verification.
Alarm Net Radio: A secondary communication path in the event that the primary (phone/IP) fails.
Database Management Services -
Convergint will supplement your internal system administration support by providing valued front-end database management services.
These services include: On-site system database back-up and General front-end system diagnostics. This valued service is intended
to minimize system downtime and to ensure the system database is fully backed -up in the event of losing valuable information. It also
identifies potential system issues in advance of system failure or corruption. General hardware cleaning and maintenance will also be
performed during this service. Database Management Services will be performed during each Preventive Maintenance Inspection or, if
the PMI optional offering is not selected, one Database Management Service will be performed each year the Customer Support Plan is
in place.
Not Included
Page 3 of 8
Descriptions of Optional Offerings (continued)
iCare Executive -
This value added online service tool includes all of the features of iCare Manager plus: Real-time Status, Metric and Custom reports,
access to My Document Library (i.e. document sharing platform), Intranet and Internet Links, Administrative Privileges and Email
Notifications.
Included
On -Site Systems Security Specialist -
Not Included
The On -Site Security Systems Specialist will report directly to Convergint Technologies, with day-to-day accountability to our customer.
Specific goals will be established and progress against these goals will be measured quarterly during a formal goal review meeting. Th(
On -Site Security Systems Specialist shall manage and administer standards and security operations procedures and assist security
personnel in day-to-day security system operations. This option provides customers with a dedicated resource ensuring system
integrity, standardization, and continuity. This is accomplished through program management, technical skills, and innovative
communication tools.
Remote Diagnostics -
Not Included
Convergint will utilize an industry standard authentication technology to remotely access your security system and resolve technical
issues in real time resulting in a savings of both time and system downtime. A Convergint Support Specialist, with the support of a
screen sharing session, will work directly with your personnel for initial call support and troubleshooting. If the issue cannot be resolved
on-line, a more refined service response will result including the dispatching of a security service representative. In addition, remote
service diagnostic support provides a valuable tool for your personnel by providing hands on training on system troubleshooting and
software services.
Priority Emergency Service Response -
Convergint Technologies realizes that many customers will require a more immediate response to service calls deemed to be priority
one. By selecting this Priority On -Site Response option, Convergint Technologies will commit to responding to these service calls on a
24/7 365 days a year basis as follows:
Not Included
Monday - Friday (Normal Business Hours)
Four (4) Hour On -Site Response
Monday - Friday (After Hours)
Four (4) Hour On -Site Response
Saturday/Sunday/Holiday
Four (4) Hour On -Site Response
Staff Training -
Not Included
Convergint Technologies provides on-going security system training services for your staff. Annually, Convergint will provide a four (4)
hour training course designed to improve the knowledge and efficiencies of your security staff. Training will be customized to your
specific facility and system and will typically include the following topics: system architecture, overall system operation, alarm response
procedures, trouble shooting techniques, management report generation, etc. The benefit of this training is that your staff will become
more familiar and comfortable with the security system, and be able to respond effectively and efficiently to alarm situations.
Annual Software Support -
Not Included
Convergint Technologies provides customers a comprehensive security software support plan that allows them to keep pace with
software revisions and advancements. Such revisions will help keep your installed system operating with the latest
technology. Convergint will provide software upgrades on an annual basis and do so, at the standard Customer Support Plan rates,
once the latest revisions are stable and reliable . (The Labor to cover software upgrades is covered under Preventive Maintenance
Inspections. Talk to your Account Manager about this optional offering.) Covered software is identified in the equipment list of this
proposal. Note: Server or workstation hardware upgrades are not included. This option also provides manufacturer's technical support
to Convergint specialists when needed.
Page 4 of 8
Additional Contract Details and Clarifications
Pre -Contract System Test -
Not Included
If a pre -contract system test is required, provide clarification and scope of work here
Pre -Contract Replacement Hardware -
If there are existing pieces of equipment known to be faulty and require replacement prior to the CSP contract, indicate that scope of
work here
Not Included
Additional Contract Notes -
New Lenel Onguard boards are not covered in Year 1 as they will be under warranty. Legacy FcWnx boards will not be covered in year
2-5 as they will be replaced in 2019.
Software Support Licenses
The following is a list of Software Support Licenses included if the Software Support Plan option is Purchased
Manufacturer
Part Number
Description
Page 5 of 8
Covered Equipment
The following is a list of equipment covered if
Qty
Manufacturer
Part Number
Description'
1
SWS-ADV
OnGuard ADV server software license
7
SWC-SDV
OnGuard client software
3
SWC-IDADV
OnGuard ID client software license
2
LNL-CTX
CTX Enclosure
42
LNL-3300-M5
Intelligent System Controller
27
LNL-1380-8RP
Eight reader board
24
LNL-1320-2RP
Dual reader board
18
LNL-1100-20DI
Input Board
1
LNL-1200-16D0
Output Board
6
LNL-1340-M2K
Bridge Board
2
LNL-2210
Intelligent Controller Single door
2
LNL-2220
Intelligent Controller
2
LNL-CTX
CTX Enclosure
3
BADGING EQUIP.
2X ULTRA ELECTRONICS TURBO PRINTER & BADGING CAMERA
0
UTC MICRO
ACCESS CONTROL PANEL - DIRECT CONNECT
0
UTC MICRO
ACCESS CONTROL PANEL - NETWORK
157
GE 940
PROX CARD READER - STANDARD
5
GE 950
PROX CARD READER - MULLION
7
GE 1100
PROX CARD READER - LONG RANGE
189
VARIOUS
DOOR POSITION SWITCH, REX DEVICES
52
VARIOUS
CONTROL PANEL & LOCK POWER SUPPLY
56
SECURITRON/HES Etc.
MAGLOCKS, LOCKING DEVICES, ELECTRIC STRIKES
1
GE DIRECDOOR
ACCESS CONTROL PANEL & POWER SUPPLY - DIRECDOOR
1
UTC SECURITY
PXN BOARD UPGRADE
14
UTC SECURITY
TRANSITION CARD READER
12
UTC SECURITY
MICRO JUNCTION BOX FOR TRANSITION CARD READERS
4
IFS
FIBER OPTIC TRANSCEIVERS
9
VIKING & AIPHONE
TELEPHONE ENTRY EQUIPMENT & INTERERCOM
5
UTC SECURITY
MODEM, DIAL UP --Delete
3
VARIOUS
COMM CENTER & BCH SUB STATION MONITORS
1
add
mecury boards
Page 6 of 8
Service Locations
The following is a list of service locations sites cov
Not Covered Equipment
The following is a list of equipment not covered under the Comprehensive Labor and Equipment options
Qty
Ste ID
i
Site Name
Address
1
0
Main MSB
100 So Myrtle Ave, Clearwater
2
0
Waste Management
1701 N Hercules
3
0
City Hall
112 S Osceola Ave, Clearwater
4
0
Countryside PD Substation
2851 N McMullen Booth Rd, Clearwater
5
0
Countryside Library
2642 Sabal Springs
6
0
District 1 Beach Substation
700 Bayway Blvd, Clearwater
7
0
East Waste Water Plant
3141 Gulf to Bay Blvd, Clearwater
8
0
Fire Training Facility
1700 N. Belcher Rd, Clearwater
9
0
Firestation 44
950 Gulf Blvd, Clearwater
10
0
Firestation 45
1140 Court St
11
0
Firestation 46
534 Mandalay Ave, Clearwater
12
0
Firestation 47
1460 Lakeview Rd, Clearwater
13
0
Firestation 48
1700 North Belcher Rd, Clearwater
14
0
Firestation 49
565 Sky Harbor Dr, Clearwater
15
0
Firestation 50
2681 Countryside Blvd, Clearwater
16
Firestation 51
1720 Overbrook Ave, Clearwater
17
Fresh Water Reservoir #1
1657 Palmetto St., Clearwater
18
Fresh Water Reservoir #2
21133 US Hwy 19N, Clearwater
19
Fresh Water Reservoir #3
2775 SR 580, Clearwater
20
Garden Ave Garage
28 Garden Ave, Clearwater
21
General Service Headquarters Br
1900 Grand Ave, Clearwater
22
Hispanic Outreach Center
612 Franklin St, Clearwater
23
Main Library
100 N Osceola Ave, Clearwater
24
Marshall St Waste Water
1605 Harbor Dr, Clearwater
25
North Greenwood PD Substation
1310 N Greenwood Ave, Clearwater
26
Northeast Waste Water
3290 SR 580, Clearwater
27
Police Dept HQ
645 Pierce St, Clearwater
28
Public Works Complex
1650 Arcturas Ave N, Clearwater
29
South Greenwood PD Substation
1498 S Greenwood Ave, Clearwater
30
Wood Valley PD Substation
2816 Park Trail Lane, Clearwater
31
Marina Parking Permit
25 Causeway Blvd
32
33
34
35
36
37
Not Covered Equipment
The following is a list of equipment not covered under the Comprehensive Labor and Equipment options
Qty
Manufacturer
Part Number
Description
1
0
Network Equipment
Network equipment: Servers, Worksations, Switches, Etc.
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Page 7 of 8
Terms and Conditions
Li
1. Throughout this CSP Proposal, the term, `Convergent' refers to the Convergint
Technologies' affiliate operating in the state province is which the work is being
performed, specifically: "Comeremt Technologies LLC" or "Calve:gun Technologies
2. This CSP Proposal takes precedence over and sapsxdes arty and 111 prior proposals,
correspondence, and oral agreenems or represwat000s relating to die ser•.ices ser forth
in the attached scope of work (`Sen'ices ). The signed CSP Proposal represents the
entire agreement between Convergint and Customer (the ".Agreement") and may only
be amended by a written document signed by both Conversant and Customer. The term
of this .Agreement will begin on the Ser, ices ccmmeocemem date as specified m the
attached scope of work ("Start Date) and continue for the period tiflime as specified in
the attached scope of wink (Duration`). At the end of the Duration of this Agreement
the Agreement will renew automatically from tear to year until terminated by either
party with written notice to the other party thirty (30) days prior to the renewal date.
Convergint reserves the right to modify the annual CSP Program Cost with notice to
Customer prior to tie end of any term of this .Agreement. In the event any provision of
this Agreement is held to be invalid or unenforceable, the renaming provisions of this
Agreement shall remain in full force.
3. This Agreement assumes the systems covered are in maintainable conditiw If repass
are found necessary upon initial mspectioa by Convergint a separate proposal for repair
will be submitted for approval. Should this separate proposal be declined, all non -
maintainable items will be removed from this Agreement and the CSP Program Cost
adjusted accordingly.
4. Customer agrees at no cost to Convergint
a To protide access to all areas of the facility for the equipment identified in and ce
relating to the List of Covered Equipment (as specified in the attached scope cf
work);
b. To supply electrical service as required by Convergent and
c That m the event of any emergency or systems failure, reasonable safety
precautions will be taken be Customer to protect life and property dieing the
palalnilime from wtse Ccmergint is fist 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 cleated.
5. Itis understood that repair, replacement and emergency service provisions apply only to
the systems and equipment covered by this Agreement and identified m the List of
Covered Equipment Repair or replacement of non -maintainable parts of the systems
such as, but not limited to, unit cabinets: msulaamg materials, electrical wiring,
structural supports and other non-moving per, is not incl ded in this Aeeemem.
6. If Li Listed Monitoring is purchased Customer shall be required to provide the
account setup information contained in the Contergimt Technologies Monitoring
5ertice Agreement. Customer will also be required to execute the Convergint
Technologies Almitoring Service Agreement prior to the implementation of monitoring
genies.
.. In the event that the systems, equipment or components included in the List of Covered
Equipment are modified, repaired, have a peripheral device attached to them, or are
adjusted (hardware or software) by someone other than a Convergint representative
after the Start Date of this Agreement (hereinafter "Modification Event"), Comergmt
shall have the sight to exercise any or all of the following options in response to this
Modification Event
a Require that the Covered Equipment impacted by the Modification Event be
subject to reacceptance testing by Convergent
b. Require removal of the Covered Equipment impacted by the Modification Event
from the List of Covered Equipment so that the Services hereunder will cat
apply to such equipment
c. Require termination of this Agreement upon thirty (30) days notice to Customer,
at Converginds option
S. Inde gantlet Convergent disco; ern or suspects the presence of hazardous materials,
or unsafe working conditions at Customer's facility where such Sevres are to be
performed, Ccevergint is entitled to stop providing as Seniea at that facility if such
hazardous materials or unsafe working conditions were not provided by or caused by
C•n'ergint
Convergint, in its sole discretion, shall determine when it is "safe" to return
to providing its Serices at Customers facility. Converged shall have no responsibility
for the i tscoven', presence, handling removing or disposal of or exposure of persons to
hazardous materials in any form at the Customer's facility. Customer shall indemnify'
and hold harmless Convergint from and against claims, damages, losses and expenses,
including but not limited to, reasonable atorney's fees, anima ono der resulting from
undisclosed hazardous materials, or unsafe working conditions at Customers Eadie.
9. Neither Customer sex Converoint shall be responsible or liable for shall incur expense
for, or be deemed m be m breach of this Agreement because of any delay in the
performance of their respective obligations pursuant to this .Agreement dna solely to
cuctmatances beyond their reasonable control (''Force Majeure') and without the fault
or negligence of the part' experiencing such dela', provided that the Pam expesiencine
the delay Ma promptly gee written notification to the other puny within five (5) days
after such party has learned of the Force Majeure sent A Force Majeure event shall
include, but not be limited to: accident fire, storm water, flooding, negligence,
vandalism, power failme, installaion of incompatible equipment improper operating
procedures, source current fluctuations or Itstutep If performance by either party is
delayed dna to a Force Majeure event the time for that performance shall be extended
for apetiod.af time reasonably necessary to overcome the effect of the dela'. .Any.
Ssicen required by Convergidt due to reasons set forth in this Force Majeure Section
shall be charged to Customer m addition to any amounts due under this .Agreement
10. This Agreement shall be governed and construed in accordance with the laws of the
state province in which the Semces are being performed.
11. Customer agrees to pay the amamt due to Ccnv mgim as invoiced, within thirty (30)
days of tie date of such invoice. If Customs is overdue in its payment to Convergint
Ccevergmt has the tight to suspend performing the Services iaamdes,.md charge an
interest rate of land 12..% percent per month, (err the maximum rate permitted by lawa
and may grail itself of any atter legal or equitable remedy. Sales taxes, (and in Cmada
OST:P5T) and any other taxes assessed a Customs shall be added to the price upon
invoice to Customer.
12. Any equipmed a products installed by Coeergsm ialhe.tontae.of providing the
Services hereunder shall only eery such warranty as is provided by the manufacturer
thereof which Convergint hereby assigns to Customer without recourse to Conoegmt.
Upon request by Customer, Convergint will we all reasonable efforts to amial Customs
in enforcing am' such ilk w rraaces. This warranty excludes remedy for damage
or defect caused by abuse, modifications not executed by Coes-ergsnt improper or
insufficient maintenance, improper opsatice or normal wear and tear under normal
usage. NO FURTHER WARRANTIES OR GUARANIES, EXPRESS OR BELIED,
.ARE MADE WITH RESPECT TO ANT GOODS OR SERVICES PROVIDED
UNDER THIS AGREEMENT. AND .ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A P.ARTICLLAR PLRPOSE .ARE
EXPRESSLY DISCLAIMED.
13. Convergiat shall indemnify and hold Customer harmless from and against claims,
damages, losses and expenses, (including, but not limited to, reasonable attemey's
fees), attributable to bodily injury, sickness, disease or death, or to destruction of
tangible property., but only to the extent caused by: a) the negligent or willful acts or
omissions of Convergint or Comaomt's employees or subcontractors while on
Customer's site, or b) the malfunction of the equipment supplied by Converged, or c)
Cern ergmts breach of this .Agreement.
LN NO EVENT SHALL EITHER CONVERGINT OR CUSTOMER BE LIABLE TO
THE OTHER PARTY HERETO FOR SPECLAL, INDIRECT, INCIDENTAL 011
CONSEQUENTLAL DAMAGES, INCLUDING COMMERCLA1 LOSS, LOSS OF
USE OR LOST PROFTES, EVEN IF THAT PARTY HAS BEET ADVISED OF THE
POSSIBILTY OF SUCH DAMAGES. L, NO EVENT SHALL CONVERGINT BE
LIABLE TO CUSTOMER FOR ANY AMOUNTS LN EXCESS OF THE AMOUNTS
PAID BY CL STO\1ER TO CONVERGENT.
His understood and agreed by the psis hetet that Center]: is ce may be providing
monitoring and or emotion prelim Mich are daigeed to protide notification of certain
events be are nct headed to be guarantees err insurers against any arts far with they are
supper ed to mentor or inform. As neared by the mmibnng and soar m industry and the
manufactures thereof Cmrergan's mdeoandratioa obli_eatsa pursuant to Section 13 heed
does at apply to the extent the loss indemnified againa is caned by any mdmarsg or
amerce a product or soflwme pmided by but not manufactured by Converges. Camera
shall have go lability b Concur for imv losses w the exsect such hues are caused by the
monitoring or aarwien product or software Customer mall indemnify, defend and hold
harmless Converges, from ad against all claims, lawsuits, damages, assn and apenses by
peons nota party to this Agreement, be only to the extant axed by such moron* or
intrusion ;meet a software provided bybutnemaarfchxed by Converged
14. Convergint shall have the following insurance coverage during the term of this
Agreement and shall provide certificates of insurance to the Customer prior to
beginning work hereunder:
'Worker's Compensation Stanton' Limits
Employer's Lability S1,000,000per occurrence aggregate
Commercial General Liability 91:000:000 per occurrence
92,000,000 general aggregate
Automobile Liability 51,000.000 per occurrence:aggregate
ExcessUmbrella Liability 94.000,000 per occurrence aggregate
AR insurance policies carried by Convergint hereunder shall be primary to and
noncontributory with the Insurance afforded to Cent .and shall name the
Customer as "additional insured', with respect to liability arising out of work
performed by Convsgint as applicable, but only to the extent of liabilities fading
within time indemnito obligations of Commie, pursuant to the terms of this
Agreement Convergint shall provide to the Customer no less than thirty (30) days
notice prior to the termination or cancellation of any such insurance policy.
15. In the even of any dispute bemeen Converged and Customer. Cavergid and
Customer shall fast attempt to resolve the depute in the field but if that is not
successful, then m a meeting between authorized officers of each company. If
settlement attempts are not successful. then the dispute shall be subsea to and decided
by medialis or arbitration Such mediates or arbitration shall be ccedsacted in
accordance with dere Cstructioa Industry Mediatic or Arbitration Rules of die
American Arbitration Association currently in effect and shall be a final binding
resolution of the haws presented between the parties.
16. Neither part; to the .Agreement shall assign this Agreement without the prior written
consent of the other party hereto. Convergint may assign the Agreement to any of its
parents, subsidiary or atiiliated companies or any entity majority owned by Cavergmt
17. Notices shall be in writing and addressed to the ahs park, in accordance with the
names and addresses of the parties as shown_ .All notices shall be effective upon receipt
by the par- to whom the notice was sent
IS. 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 or
Ccnvergint and delivered to the nog -waiving party according to the notice provision
herein. No waiver by Customs or Cote:taint shall operate as a continues waiver,
unless the written waver specifically states that it a a continuous waver of the terms
stated in that waiver.
19. Sections regarding invoicing, warranty and indemnity shall smmive the termination of
this Agreement.
Page 8 of 8
Countersigned:
_eirs(t1CeeNtiCo
George N. Cretekos
Mayor
CITY OF CLEARWATER, FLORIDA
By: Vim4Ias"� ' ' �_
William B. Horne II
City Manager
Approved as to form: Attest:
Owen Kohler
Assistant City Attorney
Rosemarie Call
City Clerk