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HomeMy WebLinkAboutA9180 - CONVERGENT TECHNOLOGIES ,LLCSHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT A/C, No): FAX E-MAILADDRESS: PRODUCER A/C, No, Ext): PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: Per accident) Ea accident) N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOSONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY) POLICY EXP( MM/DD/YYYY) POLICYEFFPOLICYNUMBERTYPEOFINSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE AGGREGATE OCCUR CLAIMS-MADE DED RETENTION $ PRODUCTS - COMP/OP AGG GENERAL AGGREGATE PERSONAL & ADV INJURY MED EXP (Any one person) EACH OCCURRENCE DAMAGE TO RENTED $ PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Willis Towers Watson Midwest, Inc. c/o 26 Century Blvd P.O. Box 305191 Nashville, TN 372305191 USA Convergint Technologies LLC #601 Location #601 One Commerce Drive Schaumburg, IL 60173 Re: City of Palm Springs RFP 18-22 The City, its elected officials, officers, employees, agents and Volunteers are included as Additional Insureds as respects to General Liability and Auto Liability as required by written contract. City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 08/01/2022 1-877-945-7378 1-888-467-2378 certificates@willis.com XL Insurance America Inc 24554 Federal Insurance Company XL Specialty Insurance Company 20281 37885 W25555643 A 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 Y Y CGD 7422095 03/01/2022 03/01/2023 A 1,000,000 03/01/202303/01/2022YYCAD745999401 B 10,000,000 Y Y 9365-2578 03/01/2022 03/01/2023 10,000,000 CWD 745999301CY 1,000,000No03/01/2022 03/01/2023 1,000,000 1,000,000 C Workers Compensation - WI and Employers Liability EL EachAccidentCWR74599980103/01/2022 03/01/2023 EL Disease-Each Empl. Y Per Statute EL Disease-Policy Lmt 261653522902691SRID:BATCH: 1,000,000 1,000,000 1,000,000 Willis Towers Watson Certificate Center Page 1 of2DocuSignEnvelopeID: D0D97819-EA6F-4B24-87F4-67D48548CF5C ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: Convergint Technologies LLC #601 Location #601 One Commerce Drive Schaumburg, IL 60173 It is further agreed that such insurance as is afforded shall be Primary and Non-Contributory as respects to General Liability, Auto Liability and Umbrella/Excess Liability with any other insurance in force for or which may be purchased by Additional Insureds as required by written contract. Waiver of Subrogation in favor of Additional Insureds applies to the General Liability, Auto Liability and Workers Compensation policies where required by written contract as permitted by law. Umbrella/Excess Follows Form on Additional Insureds. Waiver of Subrogation status on Excess Follows General Liability and Auto Liability Form. 2 2 Willis Towers Watson Midwest, Inc. See Page 1 See Page 1 See Page 1 See Page 1 25 Certificate of Liability Insurance W25555643CERT:2616535BATCH:22902691SRID: DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C IXI 405 0910 2010 X.L. America, Inc. All Rights Reserved. May not be copied without permission. Name of Person(s) or Entity(ies)Mailing Address: Number of Days Advanced Notice of Cancellation: On file with company On file with company 30 All other terms and conditions of the Policy remain unchanged. schedule shown below: advanced written notice will be mailed or delivered to person(s) or entity(ies) according to the notification In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, ENDORSEMENT This endorsement, effective 12:01 a.m., March 1, 2022 forms a part ofPolicy No. CGD 7422095 issued to CONVERGINT TECHNOLOGIES, LLC by XL Insurance America, Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C IXI 405 0910 2010 X.L. America, Inc. All Rights Reserved. May not be copied without permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, advanced written notice will be mailed or delivered to person(s) or entity(ies) according to the notification schedule shown below: Name of Person(s) or Entity(ies) Mailing Address: Number of Days Advanced Notice of Cancellation: ON FILE WITH COMPANY ON FILE WITH COMPANY 30 All other terms and conditions of the Policy remain unchanged. ENDORSEMENT This endorsement, effective 12:01 a.m., March 1, 2022, forms a part of Policy No. CAD7459994 01 issued to CONVERGINT TECHNOLOGIES, LLC by XL Insurance America, Inc. DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 57 Ed. 12/10) WC 99 06 57 Ed. 12/10 © 2010 X.L. America, Inc. All Rights Reserved. May not be copied without permission. ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT This endorsement modifies insurance provided under the following: WORKERS’ COMPENSATION AND EMPLOYERS’ LIABILITY INSURANCE POLICY In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, advanced written notice will be mailed or delivered to person(s) or entity(ies) according to the notification schedule shown below: Name of Person(s) or Entity(ies) Mailing Address: Number of Days Advanced Notice of Cancellation: AS PER SCHEDULE ON FILE WITH COMPANY. 30 Insurance Company Countersigned by ____________________________ XL Specialty Insurance Company Insured: CONVERGINT TECHNOLOGIES, LLC Premium $Included Endorsement No. preparation of the policy.) The information below is required only when this endorsement is issued subsequent to otherwise stated. This endorsement changes the policy to which it is attached and is effective on the date issued unless All other terms and conditions of the Policy remain unchanged. This endorsement, effective 12:01 a.m., March 1, 2022, forms a part of Policy No.CWD 7459993 01 issued to CONVERGINT TECHNOLOGIES, LLC by XL Specialty Insurance Company Endorsement Effective March 1, 2022 Policy No. CWD 7459993 01 DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C CONTRACT ABSTRACT Contract prepared by: Submitted on: 07/21/2022 By: Leigh Gileno Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: Convergint Technologies, LLC Steven Sanchez Palm Springs International Airport SACS & Video Management System Ser4vices & Support – Notice of Award Time and Materials – based on annual budget TBD 3 Years with two one-year renewal option Contract Administration Lead Department: Contract Administrator: Aviation Harry Barrett Contract Compliance Exhibits: Signatures: Insurance: Bonds N/A Yes N/A Contract/Amendment/CO Approvals Council Approval Date: Agenda Item No./ Resolution No.: Agreement No: A9180 DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C Page 1 of 19 CONTRACT SERVICES AGREEMENT A9180 AIRPORT SECURITY ACCESS CONTROL SYSTEM AND VIDEO MANAGEMENT SYSTEM SERVICE AND SUPPORT AGREEMENT THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on _____________, 20__, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Convergint Technologies, LLC, a Delaware Limited Liability Corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. City requires the services and support for a critical component of the SACS AND VMS systems for the Palm Springs International Airport (“Project”). B. Contractor has submitted to City a proposal to provide services and support for critical components of the Palm Springs International Airport’s security access control system and video management system on a time and materials basis, under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C 10/19 22 Page 2 of 19 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $300,000.00 for the initial 3-year term. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice. 3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in writing by the Contract Officer. DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C Page 3 of 19 4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; 3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of 3 years with two one- year renewal options, unless extended by mutual written agreement of the Parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Steven Sanchez, General Manager. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C Page 4 of 19 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals, and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents, or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Fabian Escalante Business Development Manager Christian Samlaska National Aviation Operations Manager Andre McKeon Service Team Leader Mike Saenz Service Specialist Scott Geddis Service Specialist Ricardo Crisantos Service Specialist Mike Crumby IT Specialist DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C Page 5 of 19 David Conners IT Supervisor Wayne Schwierjohann Project Specialist Matt Avigur Project Specialist Rick Price Project Specialist 5.6 California Labor Code Requirements. A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects Prevailing Wage Laws”). If the Services are being performed as part of an applicable public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify, and hold the City, its officials, officers, employees, and agents free and harmless from any claims, liabilities, costs, penalties, or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable “public works” or maintenance” project and if the total compensation is $15,000 or more for maintenance or 25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively Claims”), including but not limited to Claims arising from injuries to or death of persons Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C Page 6 of 19 out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C Page 7 of 19 necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C Page 8 of 19 default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: Convergint Technologies, LLC 1983 S. Santa Cruz St. Anaheim, CA 92805 Phone: 714-546-2780 Email: Fabian.Escalante@convergint.com 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C Page 9 of 19 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. SIGNATURES ON NEXT PAGE] DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C Page 10 of 19 SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND CONVERGINT TECHNOLOGIES, LLC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _____________________________ By: _____________________________ Signature Signature 2nd signature required for Corporation) Date: ___________________________ Date: ___________________________ CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: _______ Item No. ________ Agreement No. _A9180____ APPROVED AS TO FORM: ATTEST: By: _____________________________ By: _____________________________ City Attorney City Clerk APPROVED: By: _____________________________ Date: ____________________________ City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C 8/19/2022 10/11/2022 1.M09/29/2022 Page 11 of 19 EXHIBIT “A” CONTRACTOR’S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C Page 12 of 19 1.1 Scope: A. Specification Requirements 1. General i. The contractor shall provide non-routine maintenance and support of all components identified using appropriately trained and Genetec certified service technicians. Contractor shall provide onsite and telephone support twenty-four (24) hours/seven (7) days a week within specified resolution times in section II-C. ii. The term of the Contract shall be for Three (3) years with Two (2) One (1) year renewal extension option, for a total term not to exceed Five (5) years. 2. Hardware i. Spare parts shall remain in stock and available; the Contractor shall utilize replacement parts from Spare Parts Inventory and replace inventory within five (5) business days (See Section IV-C-1, Table 1). 3. Case Management i. The Contractor shall provide twenty-four (24) hours/seven (7) days a week phone, web-portal, and email support. ii. The Contractor shall provide a web based, (24) hours/seven (7) days a week, automated help desk that conforms to ITIL standards and that will generate emails based on receipt of request, status, status changes, and completion. iii. The Contractor shall provide a distinct ticket number for each case that is opened and maintain all related records for the entire term. Contractor shall provide the Airport with electronic copies of all records at the end of each quarter during the contract period. iv. The help desk should have a client facing web portal that allows the Airport to search all cases created. v. The help desk software should also provide tracking and audit trail documentation for all changes, to any equipment. B. SERVICE LEVEL AGREEMENT 1. Definitions i. Response time – The time it takes for a technician to acknowledge a new ticket/trouble call, speak with designated Airport representative when applicable, and agree on priority and schedule resolution. ii. Resolution time – The total time it takes for a technician to completely resolve the issue. 2. Service Availability i. The Contractor shall provide phone and on-site support to the Airport 24 hours a day, 7 days a week, and 365 days a year. ii. Remote support (telephone and computer based) to systems shall be available as it benefits the needs of the Airport. 3. Required Service Levels i. Required response time for any ticket/trouble calls opened shall be less than one hour (1) by a technician to determine priority and resolution time. All calls are to be followed up with an email documenting conversation and resolution to ticket/trouble calls. DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C Page 13 of 19 ii. Resolution time shall be governed by the following matrix: Priority Resolution Time Critical Less than 4 hours Emergency Within 24 hours Normal Three business days 4. Normal, Emergency and Critical priorities will be determined by Airport management based on operational impact. C. Equipment and Software to be Supported Under Agreement: 1. The following is an example of the hardware and software that will be supported. Hardware and software is not limited to this list. i. Hardware: 1. Table 1 Description QTY Access Control Panels 23 Controllers (V100, V200 and Mercury Boards 95 Cameras 158 Keypads 425 Prox Readers 62 Biometric Readers 12 Radar Transceivers 4 Power Controllers 15 ii. Hardware: 1. Table 2 Description QTY Genetec Security Center Server 2 Genetec Security Center Client 18 BioConnect Server 1 BioConnect Client 10 D. Spare Inventory 1. Hardware i. Inventory must consist of at least one spare for each type of hardware component and at least two spares for each type of component designated in the table below: 1. Table 1 Description Model QTY Power Controller Altronix SMP10PM12P16 1 SACS Controller Vertx-V100 1 DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C Page 14 of 19 SACS Controller Mercury EP1502 1 Camera Bosch Autodome IP 5000 HD 1 Camera Bosch Autodome IP Starlight 7000 HD 1 Keypad (Critical) HID RP40 2 Proximity Reader HID RPK40 1 Biometric Reader Suprema Biostation 2 1 Radar Transceiver Intrepid Micrawave 330 1 2. Inventory Management i. The contractor shall provide a web-based inventory management system to the Airport which is maintained by the contractor. ii. The inventory management system shall email specified Airport contacts when any inventory item has changed or updated. E. Work Access Parameters 1. The Airport will make arrangements for access to work areas to all contractors for 24 hours a day, 7 days a week. The Airport will allow for work on any calendar day and time during the calendar year. F. Work Requirements 1. Contractor will be required to log their start and finish times through the Airport Operations and Control Center via Contractor’s Log provided by the Airport. 2. Palm Springs International Airport (PSP) is dedicated to the safety and security of all operations, Landside and Airside. To ensure this, separate procedures have been established for individuals and vehicles entering restricted areas of the Airport. Contractor will be required to comply with all federal security programs and will be responsible for all time and costs associated with obtaining Security IDs. PSP security compliance will be reviewed with the successful contractor for the project. For purposes of the bid, the average cost to obtain an Airport ID, assuming that an individual qualifies for one, is $100.00 and requires approximately four hours of time and two trips to the Airport. The PSP “Fingerprint/Badge Application” will be signed by a company representative listed on the “Authorized Signatory Letter”. The signatory verifies and approves the individual application for processing and also thereby confirms that all fees associated with fingerprinting and badge processing will be paid by the company. The fee schedule is available on the Airport website at For more information on badging requirements, please visit City of Palm Springs | Home (palmspringsca.gov) or for more information on badging requirements, please visit: DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C Page 15 of 19 General Info – Palm Springs International Airport (PSP) (palmspringsairport.com) 1.2 Schedule: Work will begin upon issuance of a Notice to Proceed and continue for three years with two one-year renewal options. 1.3 Compensation: The resulting contract for these services is an on-call as needed service. No specific amount of work is guaranteed. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City. Contract pricing compensation plan: ITEM Hourly Rate Monday – Friday 8AM-5PM After Hours Rate Parts & Materials Mark-up % Year 1 $195.00 $260.00 20% Year 2 $202.80 $270.40 20% Year 3 $210.91 $281.21 20% Optional Year 4 219.35 292.46 20% Optional Year 5 228.12 304.16 20% DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C Page 16 of 19 EXHIBIT “B” INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C Page 17 of 19 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars 1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: required x_____ is not required; 4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional liability insurance coverage DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C Page 18 of 19 with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C Page 19 of 19 authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability. DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C Written Consent of the Managers of Convergint Technologies LLC March 29, 2022 The undersigned, representing the Managers of Convergint Technologies LLC, a Delaware Limited Liability Company, having rights found within the Operating Agreement entered into on the 25th day of May 2001, in lieu of holding a meeting, do hereby consent to the following resolutions: 1. Appointment of Officers It is Resolved that as of the date hereof, the incumbent officers of the LLC are hereby removed, and the following officers are hereby elected, each to serve in the office set forth opposite his or her name below, until his or her successor is duly elected and shall have qualified or until his or her earlier death, resignation or removal. Dan Moceri Executive Chairman Ken Lochiatto CEO & President Mike Mathes Executive Vice President Sean Flint Executive Vice President Kathryn Ingraham Vice President, General Counsel and Secretary Alan Bergschneider Vice President, CFO and Treasurer Tony Varco Vice President, Security & Marketing Barry Yatzor Vice President, Fire Alarm and Life Safety Bhuvana Badrinathan Vice President and CIO Laura Mueller Chief Human Resources Officer Sue Chalupnik Vice President Human Resources - US Karen Pepping Vice President and Chief Accounting Officer Jeff Rogers Vice President William Gannet Vice President Tim Beasley Vice President Lawrence Hillman Vice President Jim Kishish Vice President Dave Vitullo Vice President Jim Maymon Vice President DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C Convergint Technologies LLC Annual Written Consent 2021 Page 2 Jeff Holland Vice President Mike Brant Vice President Paul Thomas Vice President Thomas Brennan Vice President Kevin Donegan Vice President of Strategy Mike Duncan Vice President of Global Accounts Eric Yunag Vice President of Technology and Innovation Kevin Sheridan Vice President, Financial Market Yaruba Tate Vice President, Inclusion & Diversity Bill Casali Assistant Secretary Scott Strange Assistant Secretary Joanna Cornwell Assistant Secretary 2. Signing Authority for: Convergint Technologies LLC It is resolved that the following signing authority is hereby ratified, adopted and approved: Real property leases and amendments thereto shall be vested in each of the following two individuals: Vice President/General Counsel, Vice President/CFO, Vendor and distributor agreements shall be vested in each of the following: Executive Chairman, CEO, President/COO, Vice President/General Counsel, Vice President/CFO, Barry Yatzor-Vice President, Fire Alarm and Life Safety, Tony Varco-Vice President, Security Eric Yunag – Vice President, Technology and Innovation Non-disclosure agreements shall be vested in: Executive Chairman, CEO, President/COO, Executive Vice President, Vice President/General Counsel, Vice President/CFO, Any one of the Vice Presidents listed above in Section 1, Henry Kedzierski, Director of Credit & Accounts Payable DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C Convergint Technologies LLC Annual Written Consent 2021 Page 3 Amir Shechter, Director Advance Solutions – Enterprise Services Scott Strange, Assistant Secretary Joanna Cornwell, Assistant Secretary Total approved customer contracts with a value equal to or over $10M shall be vested in: Any two of: Executive Chairman, CEO, President/COO, Executive Vice President, Vice President/General Counsel, Vice President/CFO, Total approved customer contracts with a value up to $10M shall be vested in: Any one of: Executive Chairman, CEO, President/COO, Executive Vice President, Vice President/General Counsel, Vice President/CFO, Total approved customer contracts with value up to $1,000,000 shall be vested in: Any one of the Vice Presidents listed above in Section 1 Total approved customer contracts with value up to $500,000 shall be vested in: Any General Manager Vice President, Operations – Michael Iadarola Vice President of Business Development – Rob Scovel Regional CFO – Todd Michalka Total approved customer contracts with value up to $100,000 shall be vested in: Any Operations Manager Director, Acquisitions Operations – Andy Gross Technical Operations Manager – Nick Sink Technical Operations Manager – Timothy Davis Service Manager – Chris Parris Service Manager – Tim Pugh Service Manager – Michael Maggio Service Operations Manager – Ryan Mount Installation Manager – Mike Semonella Contracts Manager – Christine Felder Sales Manager – Kris Painter Sales Manager – Stephanie Meurer Region Service Manager – Keith Johnson DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C Convergint Technologies LLC Annual Written Consent 2021 Page 4 Service Manager – David Robinson Operations Supervisor – Jason Baker Regional Service Manager – Frank Dutreil Signing authority for customer contracts includes related ancillary documents such as RFPs/bids, work orders, change orders, lien releases. Any individual with signing authority is authorized to sign RFPs/bids regardless of value. Total approved purchase orders for capital and operating expenditures (non- materials) up to $100,000 shall be vested in: Any one of the Vice Presidents listed above in Section 1 Audit related invoices up to any dollar amount shall be vested in: CEO Vice President/CFO Vice President and Chief Accounting Officer Tax signing authority, including tax returns, tax payments, tax audit settlements and statute extensions shall be vested in: CEO Vice President/CFO Vice President and Chief Accounting Officer Tax signing authority, including tax returns, tax payments, tax audit settlements and statute extensions with a liability up to $500,000 shall be vested in: Director of Tax – Bill Kladis Authority to sign standard employee agreements and offer letters shall be vested in: Any Officer of the company Any General Manager Local authorized hiring manager Authority to sign separation agreements and other employment related agreements shall be vested in: Chief Human Resources Officer Vice President of Human Resources - US 3. Delegation of Authority It is resolved that the CEO, President, CFO, General Counsel and Chief Human Resources Officer have the authority to reasonably delegate signing authority to certain individuals as authorized signatories of the Company to execute and deliver commercial contracts and other documents necessary for the operations of the Company, subject in each case to all directions and/or limitation imposed by the CEO, President, CFO and General Counsel (as applicable) in connection with such delegation. DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C Convergint Technologies LLC Annual Written Consent 2021 Page 5 4. 401k Meeting The Investment Plan Committee shall consist of the following members: Ken Lochiatto, Alan Bergschneider and Leslie Evans. The Managers acknowledge the 401k Plan reviews on <insert dates> by the Investment Committee, and hereby accept the report and minutes of those meetings. 5. Tax Matters: It is resolved that DG Investment Intermediate Holdings 2, Inc. is appointed as the “tax matters partner” for Convergint Technologies LLC for the period ending December 31, 2021. 6. Ratification of prior acts: It is resolved that all actions of the Managers and Officers taken on behalf of the LLC since the last meeting are hereby ratified, adopted and approved in writing. 7. Annual Meeting: It is resolved that this written consent shall serve in place of the annual meeting of the Board of Managers, for calendar year 2021 in accordance with the terms of the Bylaws of the Company. 8. Waiver of Notice: It is resolved that the undersigned Managers hereby waive any notice or right to object to any of the actions taken or approved hereby. SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C Convergint Technologies LLC Annual Written Consent 2021 Page 6 Dated as of March 29, 2022 IN WITNESS WHEREOF, these consent resolutions have been approved and adopted effective as of the date first written above. Managers Ken Lochiatto Sean Flint Alan Bergschneider DocuSign Envelope ID: D0D97819-EA6F-4B24-87F4-67D48548CF5C Page 1 of 2 DATE IMDDYYy'Y) CERTIFICATE OF LIABILITY INSURANCE oz/2BM /2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Willis Towers Watson Midwest, Inc. c/o 26 Century Blvd P.O. Box 305191 Nashville, IN 312305191 USA INSURED Convergint Tachnologies LLC 4601 Location 0601 One C.rea Drive Scha,mburg, IL 60173 Willis Tenors Watson Certificate Center FAX 1-971-945-7379 1x r,. 1-9/s-467-237s INSURER A: AC8 American Insurance company 22647 INBURER6 yedecal insurance Company 20221 INSURER C. Zndeanity InsaAWRae Cospsny of North Amara. 43575 INSURER D : rnV9QAnPQ rFRTIFIrATF NIIMRFR• W32766641 RFVIRION NUMBER - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. -.--TA00l SUBR LTR' TYPE OF INSURANCE _-----. —__IC_____ ____ _ YNUMBER N 0/yy�F M Y6%P - �m 1'Y X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 11000,000 6 _ CLAIMS -MADE X OCCUR T _ PREMISEStgowmra*ris 3 10,000 A MEO EXP (Any one Person) 9 1,000,000 Y Y ODO 048935632 03/01/2024 03/01/2025 PERSONAL B ADVINJURY a 2,000,000 GENL AGGREGATE LIMIT APPLES PER: GENERAL AGGREGATE POLICY •` PRP JECT �� LOC PRODUCTS COMP/OP AGO 6 21000,000 $ OTHER AUTOMOBLELABILITy COMBIN SINGLELMIT Ea accdent $ 11000,000 BODILY INJURY (Par Person) S X ANY AUTO A OWNED SCHEDULED Y Y AUTOS ONLY AUTOSHIRED IBA x10831261 03/01/2024 03/02/2025 BODILY INJURY (Peraaidem) I 9 PROPERTY DAMAGE 8 AUTOS ONLY AUTOS SONLY -OWNED a a UMBRELLA LAB X OCCUR EACHOCCURRENCE 8 10,000,000 AGGREGAh S 10,000,000 X EXCESS UAB CLAIMS -MADE Y Y 9365-2578 03/02/2024 03/01/2025 DED RETENTIONS S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY C : ANYPROPMETORIPARTNERIEXECUTIVE Y N OFFICE0.M In NEREXCLUDEO? No NIA Y (MSMMory m NMI WLR C57241810 03/01/2024 X : STATUTE E RN­ FS.EACH ACCIDENT _ 03/01/2025 - E.L. DISEASE - EA EMPLOYEE $ 1,000,000 ? 3, 000, 000 I 9 II ye.. describe under DESCRIPTION OF OPERATIONS babe E.L. DISEASE - POLICY LIMIT S 1, 000, 000 A workers Compensation - WI Y SC£ C51241901 03/01/2024 03/01/2025 EL Each Accident $1,000,000 And Employers Liability 2L DiseaN-v-^w, dp1.: $1, 000, 000 Per statute EL Oivass-Policy Let S1,000,000 DESCRIPTION OF OPERATIONS LOCATIONS VEHICLES (ACORD 101, Addilional Remarks Schedule. may be WIMNd If more space is required) Re: City of Palm Springs RTP 18-22 The City, its elected officials, officers, employees, agents And Volunteers are included as Additional Insureds as respects to General Liability and Auto Liability as required by Written contract. MULUCrfi MAR 2 6 2024 OFFICE OF THE CITY CLERK City of Palm Springs 3200 E. Tahquitz Canyon Nay Palm Spring., CA 92262 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE A.4- ACORD 25 (2016,,03) ACORD CORPORATION All rinhte reeervpd. The ACORD name and logo are registered marks of ACORD sn ID: 25464677 SATCR: 3353535 6353 2 AGENCY CUSTOMER ID: LOC #: ACC> ® ADDITIONAL REMARKS SCHEDULE Page 2 Of 2 AGENCY NAMED INSURED Willis Towers Watson Midwest, Inc. Convargint Technologies LLC 6601 Location a601 One Comaerce Drive POLICY NUMBER Sea Page 1 Schao>murq, It 60173 CARRIER NAIC CODE See Page 1 Sea Page 1 EFFECTIVE DATE: Sae Page 1 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance It is further agreed that such insurance as is afforded shall be Primary And Won -Contributory as respects to General Liability, Auto Liability and Umbrella/Excess Liability with any other insurance in force for or which slay be purchased by Additional Insureds as required by written contract. Waiver of Subrogation in favor of Additional Insureds applies to the General Liability, Auto Liability and Workers Compensation policies where required by written contract as permitted by law. Umbrella/Exceas Follows Form on Additional Insureds Waiver of Subrogation status on Excess Follows General Liability and Auto Liability Form ACORD 101 (2008/01) ® 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID: 25464677 SATCH:3353535 CERT: W32766647 6353: 2 of 4 NOTICE TO OTHERS ENDORSEMENT — SCHEDULE NOTICE BY INSURED'S REPRESENTATIVE Named Insured CONVERGINT TECHNOLOGIES LLC Endorsement Number 7 Policy Symbol Policy Number Policy Period Effective Date of Endorsement HDO, G0915632 03/01/2024 To 03/01/2025 .Issued By (Name of Insurance Company) ACE American Insurance Company Insert the Policy. number, The remainder of the Information is to be completed only when this endorsement is issued subsequent fo�theprepamtion of the policy THIS ENDORSEMENT CHANGES THE POLICY. PLEASEREAD IT CAREFULLY. A. If we cancel this Policy prior to' ifs' expiration date by notice to you or the first Named Insured for any reason other than nonpayment of premium, wewlW endeavor, as set' out in this endorsement, to send written'. notice of cancellation, t0 the persons or organizations listed in the schedule -that you or your representative create or maintain (the "Schedule") by allowing your representative to'send such notice to such persons or organizations: This notice will be In addition —' - 166Gr notioa o -you o� the-firs�N amed-Insured, and any other p'aRy whom we are req'uired -to notigby statute and in accordance with the cancellation provisions of the. Policy. B. The notice referenced in this endorsement as, provided by your representative is intended only to be a courtesy notification to'the person(s) or organization(s) named' in the Schedule in the event of a pending cancellation.' of coverage. We have no legal obligation of any kind to any such person'(s) or organization(s). The failure to provide advance notification of cancellation to the persons) or organization(s) shown in 'the' Schedule will impose no obligation or liability of any'land upon us; our agents or representatives; will not extend ariy Policy cancellation date and will not negate any cancellation of the Policy. C. We are not responsible for verifying any information in any Schedule, nor are we responsible for any incorrect Information that you or your representative may use. D. We will only be responsible for sending such notice'to your representative, and your representative will in turn,send the notice to the persons or organizations listed in the Schedule at least 30 days .prior to .the cancellation date - applicable to the Policy.' You will cooperate with us in providing the Schedule, or in causing your representative to provide the'Schedule. E. This endorsement does not.apply in the event.that you cancel the Policy., All other terms and conditions of this Policy, remain unchanged. ALL-32686 (01/11) Authorized Representative 6353:.3 ' of NOTICE TO OTHERS ENDORSEMENT, -SCHEDULE NOTICE.BY INSURED'S REPRESENTATIVE Named insured CONVERGINT TECHNOLOGIES LLC EndorsementNumber 1 Policy Symbol. Policy Number Policy Period Effective Date. of Endorsement ISA - H10837261 03/01/2024 To 03101/2025 Issued By (Name of Insurance Company) ACE American Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent tothe, preparation of the policy THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. A. If we cancel this Policy prior to its expiration date by notice to you or the first Named Insured for any reason other than nonpayment of premium, we will endeavor; as set out in this endorsement, to send written notice of cancellation, to the persons or organizations listed in the schedule that you or your representative create or maintain (the °Schedule") by allowing your representative to send suchr notice to such persons or organizations. This notice will be In addition to- our notice, to you or the first Named Insured, and any other party whom,we are required:to notify, by statute and in accordance with the cancellation provisions of the Policy. B. The notice referenced in this endorsement as provided by your representative is intended only to be a courtesy notification to the person(s) or,organization(s) named in the Schedule in the, -event of,a pending cancellation of coverage. We have no legal obligation of any kind to any such person(s) or organization(s). The failure to provide advance notification of cancellation to the person(s) or organization(s)•shown, in the Schedule will impose no obligation or liability of any kind upon us, our agents or representatives, will not extend any Policy cancellation date and will not negate any cancellation of the Policy. C. We are not responsible for verifying any information in any Schedule, nor are we, responsible for any incorrect information that you or your representative may use. D. We will only be responsible for sending such notice to your, representative, and' your representative will in turn send the notice to the persons or organizations listed In .the Schedule at least 30 days prior to the cancellation date applicable to the Policy. You will cooperate with us in providing the Schedule, or in causing your representative to provide the Schedule. E. This endorsement does not apply in the event that you cancel the Policy. All other terms and conditions of this Policy remain unchanged. Authorized Representative ALL-32686.(01111) Page 1 of 1 6353: 3 of �` Workers' Compensation and Employers' Llability Policy Named Insured Endorsement Number CONVERGINT TECHNOLOGIES LLC 1 COMMERCE DRIVE Policy Number SCHAUMBURG IL 60173 - Symbol:WLR Number: C57241810 Policy Period. - Effective Date of Endorsement 03-01-2024 TO 03-01-2025 03-01-2024 Issued By (Name of Insurance Company) INDEMNITY INS. CO. OF NORTH AMERICA Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of.the policy. NOTICE TO.OTHERS ENDORSEMENT —SCHEDULE NOTICE BY INSURED'S REPRESENTATIVE A. If we cancel this Policy prior to:its expiration date by notice to you or the first Named insured for any reason other than nonpayment of premium, we will endeavor, as set,out,in this endorsement, to send written notice of cancellation, to the persons or organizations listed in the schedulelthat.you or your representative create or maintain (the "Schedule") by allowing your representative to.send such notice to such persons or organizations. This notice will be in addition to our notice to you or the first.Named Insured, and any other party whom we are requiied•to notify by statute and in accordance with the cancellation provisions of the Policy. ` B. The notice referenced in this endorsement as provided by your representative is intended only to be a courtesy notification to the person(s) or organization(s) named in the Schedule in the event of a pending cancellation of coverage. We have no legal obligation of any kind to any such person(s) or organizaton(s). The -failure to provide advance notification of cancellation to the person(s) or organizalon(s) shown in the Schedule will impose no obligation or liability of any kind. upon us, our agents or representatives, will not extend any. Policy cancellation date and will not negate any cancellation of the Policy. C. We are not responsible for verifying any information in any Schedule, 'nor are we responsible for any 'incorrect information that you or your representative may use. D. We will only be responsible for sending such notice to your representative, and your representative will in turn send the notice to the persons or organizations listed in the Schedule at least 30 days prior to''- the cancellation date applicable to the Policy. You will, cooperate with us in providing the Schedule, or in causing your representative to provide the Schedule. E. This endorsement does not apply in the event that you cancel the Policy. All other terms and conditions of this'Policy remain unchanged. Authorized Representative WC 99 03 69 (01/11) Page 1. of 1 6363: 4 '