Docusign Envelope ID: B2A1FE72-157F-402C-ABF6-9AD2259E53A3
AGREEMENT WITH CONVERGINT TECHNOLOGIES LLC TO PROVIDE
VIDEO SURVEILLANCE SYSTEM UPGRADE AND
MAINTENANCE AND REPAIR SERVICES (TIME AND MATERIALS) THIS AGREEMENT is made and entered into on this 2ND day of December, 2025 by and between Convergint Technologies, LLC, a Delaware limited liability company ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City").
RECITALS
A. On August 6, 2025, the City issued Request for Proposal No. 25-109A ("RFP") seeking a contractor which specializes in audio visual system integration, server upgrades/enhancements, system add-ons, and will provide on-going maintenance and repair services for its existing/enhanced public safety video surveillance system for the City. RFP sought qualified contractors with the technical expertise and ability to support the integration of additional cameras into the system without altering the base architecture or video management platform.
B. Contractor submitted a responsive proposal to the RFP and represents that it is able and willing to provide such services to the City (Time and Materials), pursuant to the Scope of Work detailed in the RFP and attached hereto as Exhibit A to this Agreement.
C. Services provided by the Contractor under this Agreement to provide unscheduled maintenance and repair services for the City are not subject to grant funding. Contractor will provide separate invoices to City for services provided herein.
D. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Contractor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services for the Time and Materials to provide unscheduled maintenance and repair services as set forth in Exhibits A and B, attached hereto and incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B. The total amount to be expended EXHIBIT 2
Docusign Envelope ID: B2A1FE72-157F-402C-ABF6-9AD2259E53A3 during the initial term of this Agreement shall not exceed $95,593. Any remaining balance of the above referenced "not-to-exceed" amount may be subject for use during any optional extension term, per Section 3 below. Contractor understands that any increase to the compensation amount listed here is subject to approval by the City Council of the City of Santa Ana.
b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor's account(s) with financial institutions.
Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.
3. TERM
This Agreement shall commence on the date first written above and continue for an initial three (3) year term with the option for the City to grant up to two (2) one (1) year extension(s), exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 18, below.
4. CUSTOMER SUPPORT TERMS AND CONDITIONS
Parties agree and understand that services provided for systems upgrades herein are subject to additional terms and conditions provided by the Contractor including the Convergint Technologies Terms and Conditions (Customer Support Program), attached hereto as Exhibit C, and Addendum No. 1, attached hereto as Exhibit D.
5. PREY AILING WAGES
Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
6. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall Docusign Envelope ID: B2A1FE72-157F-402C-ABF6-9AD2259E53A3 it ):ie construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.
7. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.
8. INSURANCE
Insurance requirements attached hereto as Exhibit E.
9. INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (l) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section l of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable Docusign Envelope ID: B2A1FE72-157F-402C-ABF6-9AD2259E53A3 decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
10. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement.
11. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement.
12. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City.
13. CERTIFICATIONS
The funds used to pay for this Agreement will be partly comprised of federal grant funds.
Contractor agrees and understands that it will comply with the terms of the Certifications, noted Docusign Envelope ID: B2A1FE72-157F-402C-ABF6-9AD2259E53A3 as Attachments A-J from the RFP, and attached hereto together as Exhibit F, and incorporated by reference into this Agreement. Contractor shall keep itself informed of all City, State and Federal laws and regulations which may, in any manner, affect the performance of it services pursuant to this Agreement. Contractor shall at all times, observe and comply with all such laws and regulations. City and its officers and employees shall not be liable at law or in equity by reason of the failure of the Contractor to comply with this paragraph.
14. CONFLICT OF INTEREST CLAUSE
a. The recipient or subrecipient must maintain written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award, and administration of contracts. No employee, officer, agent, or board member with a real or apparent conflict of interest may participate in the selection, award, or administration of a contract supported by the Federal award. A conflict of interest includes when the employee, officer, agent, or board member, any member of their immediate family, their partner, or an organization that employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from an entity considered for a contract. An employee, officer, agent, and board member of the recipient or subrecipient may neither solicit nor accept gratuities, favors, or anything of monetary value from contractors. However, the recipient or subrecipient may set standards for situations where the financial interest is not substantial or a gift is an unsolicited item of nominal value. The recipient's or subrecipient's standards of conduct must also provide for disciplinary actions to be applied for violations by its employees, officers, agents, or board members. b. If the recipient or subrecipient has a parent, affiliate, or subsidiary organization that is not a State, local government, or Indian Tribe, the recipient or subrecipient must also maintain written standards of conduct covering organizational conflicts of interest.
Organizational conflicts of interest mean that because of relationships with a parent company, affiliate, or subsidiary organization, the recipient or subrecipient is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization.
c. Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.
d. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Contractor or have any other direct or indirect financial benefit or interest in this Agreement. e. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date Docusign Envelope ID: B2A1FE72-157F-402C-ABF6-9AD2259E53A3 of employee separation except for any CalPERS retiree as authorized by City Council resolution
f. The Contractor must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement.
The Contractor warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Contractor hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement.
g. Contractor covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported (in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (d) and (e) above.
15. NON-DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.
16. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.
17. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior Docusign Envelope ID: B2A1FE72-157F-402C-ABF6-9AD2259E53A3 written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City.
18. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of ten'nination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.
19. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
20. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.
21. PROFESSIONAI, LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
Docusign Envelope ID: B2A1FE72-157F-402C-ABF6-9AD2259E53A3
22. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:
To City:
City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
p.o. Box 1988
Santa Ana, CA 92702-1988
With courtesy copies to:
Chief of Police
Santa Ana Police Department
60 Civic Center Dr.
Santa Ana, California 92702
To Contractor:
Convergint Technologies, LLC
Attn: Bob Berkery, General Manager
20 Centerpointe #120
La Palma, CA 90623
A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.
23. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.
Docusign Envelope ID: B2A1FE72-1
IN WIaINESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.
ATTEST: CITY OF SANTA ANA
JENNIFER L. HALL
City Clerk
APPROVED AS TO FORM:
SONIA R. CARVAl,HO
City Attorney
ii,qhai)
BOGOSIAN
Senior Assistant City Attorney
ALV ARO NUNEZ
City Manager
CONVERGINT TECHNOLOGIES
reigned by:
6ED8FIC3016A4B1
BOB BERKERY
General Manager
RECOMMENDED FOR APPROVAL:
Robert Rodriguez
Chief of Police
Docusign Envelope ID: B2A1FE72-157F-402C-ABF6-9AD2259E53A3
EXHIBIT A
Scope of Work - RFP 25-109A
Docusign Envelope ID: B2A1 FE72-1 57F-402C-ABF6-9AD2259E53A3
CITY OF SANTA ANA
EXHIBITI
SCOPE OF SERVICES
Contractor shall perform services as set forth below.
The City of Santa Ana is seeking a professional and experienced firm and or Contractor who specialize in audio visual system integration, server upgrades/enhancements, system add-ons, and will provide on-going maintenance and repair services for its existing/enhanced public safety video surveillance system. Specific expected responsibilities include, but are not limited to the specifications outlined herein.
1. GENERAL INFORMATION
In 2008, the City entered into an agreement with Siemens, Inc. to design and build a complete video security system for the Police Administration Building and the County of Orange Civic Center. The Civic Center footprint which includes the Santa Ana Police Department (SAPD), is located in the center of Santa Ana and is the County Seat, which includes historic downtown Santa Ana, and key federal, state, county and local governmental facilities. Upon conducting a comprehensive site vulnerability assessment, gaps in the protection capabilities of the Historic Downtown District and City Jail were identified. Federal grant funds from the Department of Homeland Security were then secured to enhance the physical security of both areas. The installation of an integrated video surveillance system provided law enforcement and agencies at all levels of government the ability to maintain real-time situational awareness within the area, and increased their ability to support investigations through the review of stored video content.
Currently, there are approximately 825 cameras, including twelve Code Blue Help Points, comprising the City's system including video/audio recording capabilities. Cameras are currently installed at the following locations: SAPD Administration Building, Civic Center footprint, Historic Downtown District, City Jail Facility, City libraries, Roosevelt Community Center, Garfield Community Center, Jerome Community Center, City Police Athletic Activities League (PAAL) centers, six city parks/bicycle trails and numerous pole cameras at various locations throughout the City. The existing system is an over- arching network of camera and software subsystems, some of which are federated; in which the software subsystems have a level of autonomy, but they are all connected to SAPD's dedicated data center, where the main control servers are housed. Since the implementation of the original surveillance system in 2008, numerous wireless bridges and switches have been installed throughout the City. The overall system has demonstrated its value repeatedly in pro-active policing efforts, criminal and administrative investigations, and within the criminal and civil court systems. Other City departments are actively seeking funding to join the Public Safety Video Surveillance System by adding cameras to their respective sites. The camera count above includes the approximate camera system upgrades outlined in Section V - VIDEO SURVEILLANCE SYSTEM UPGRADES. The system also receives video viewing only (non-recording, non-audio) capability for additional cameras not included in the camera count above.
II. MINIMUM CONTRACTOR QUALIFICATIONS
Contractor must possess the following minimum qualifications:
A. Proposer must be a responsible firm that has been in continuous existence and performed services for the relevant requirements as specified herein for a minimum of five (5) years to public agencies. Proposers with less than the minimum required experience will not be considered
B. Contractor shall provide all labor, management, supervision, tools, parts/materials to RFP 25-109A City of Santa Ana Page 20 of 51
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CITY OF SANTA ANA
provide Services specified herein in accordance with agreement requirements; CAL OSHA requirements; appropriate manufacture specifications; all applicable technical bulletins, trade, federal, state, and local laws, ordinances, rules and regulations, including, but not limited to laws applicable to the Services at the time Services are provided to and accepted by the City.
Contractor shall comply with all applicable local, state, and federal safety requirements.
All permits and fees required by all other agencies having jurisdiction over any part of the work shall be obtained and paid for by the Contractor.
Contractor shall be solely responsible for the fees associated with obtaining and/or maintaining required licenses and all other appropriate licenses and certifications.
Contractor shall submit current copies of all applicable licenses and certifications to the City at time of bid submittal and be responsible for maintaining current copies on file if awarded an agreement.
Contractor's License: In accordance with California Public Contracting Code § 3300, the City requires Contractors to possess a valid C'l O - Electrical Contractor's License and or California Class B - General Contractor's License at the time proposals are submitted and to maintain this and all other applicable licenses and certifications required to perform the work specified herein.
All permits and fees required by all other Agencies having jurisdiction over any part of the work shall be obtained and paid for by the Contractor.
C. Contractor must demonstrate it has the appropriate knowledge, experience, organizational ability, and skill to expand City's system including, but not limited to new camera additions, servers, radio links, integration into multiple soffware systems, etc.
Ill INITIAL ASSESSMENT
Upon execution of a contract, Contractor shall conduct a thorough assessment and inventory of the entire system and document its findings to the City in a formal document, which must include the following at minimum:
A. A compiled list of every camera joined to the City's Public Safety Video Surveillance System; B. Camera list must include:
Camera manufacturer and model number
Approximate age (exact if known by in-service date) IP & MAC addresses
Resolution type
Camera type (wireless/analog/digital)
Location of physical camera; including the IP & MAC address (if applicable) a Ensure consistent camera nomenclature (name) throughout, based on input and direction from City Project Manager;
C. List of every system switch, server, and radio to include:
1. Manufacturer and model number of each system switch, server, and radio
2. Approximate age (exact if known in-service date)
3. IP & MAC address (if applicable)
RFP 25-1 09A City of Santa Ana Page 21 of 51
CITY OF SANTA ANA
Docusign Envelope ID: B2A1FE72-157F-402C-ABF6-9AD2259E53A3 CIT'
4. Assigned hardware name
5. Location
D. Produce a professionally (i.e. AutoCad or equivalent) designed map indicating camera locations (both electronic and printed versions).
E. Develop an operations manual that outlines the complete design of both the existing and upgraded surveillance systems, serving as a blueprint for end users to understand system functionality F. Create a strategy to maintain a parallel surveillance system until newly implemented system is operational. This includes servers, switches, software, ports, cameras, antennas, etc.
IV. VIDEO SURVEILLANCE SYSTEM UPGRADES
A. Due to the age of the City's current servers, new server(s) are required to operate the surveillance system. The City is open to either an On-premise OR Cloud system OR Hybrid. Proposals should define specifications necessary to run the entire system including storage requirements. High- resolution video footage, inclusive of audio, shall be retained for a minimum of 365 days (1 year).
High resolution is defined as a minimum of l920x1080 (1080p) at 15 frames per second (fps). For the Santa Ana City Jail specifically (approximately 345 cameras), video retention shall extend to two (2) years, with the second year stored at a reduced resolution or using compression. Proposals may contain any or all of the three options but must be separated by each option and include a separate section/price:
1. OPTION 1 - On-premise servers
2. OPTION 2 - Cloud system capable of running system off-site
3. OPTION 3 - Hybrid system comprising of both On-Premise and Cloud servers.
B. Santa Ana City Jail upgrades - 62 Civic Center Plaza Santa Ana, CA 92701
1. Approximately twenty (20) to twenty-five (25) new cameras to be installed. Installation to include all necessary cabling and equipment including system integration.
2. Approximately eighteen (18) to twenty (20) microphones to be installed. Installation to include all necessary cabling and equipment including system integration.
3. Relocation of six (6) cameras
4. Integration of approximately eighty-eighty (88) currently installed cameras to surveillance system
C. PAAL Center Upgrades - 300 S. Figueroa St, Santa Ana CA 92704
1. Approximately eight (8) to ten (10) new cameras to be installed. Installation to include all necessary cabling and equipment including system integration.
D. Santa Ana City Libraries - Four (4) separate locations
1. Approximately forty to forty-five (40-45) new cameras to be installed between the four (4) library locations. Installation to include all necessary cabling and equipment including system integration.
E. Centennial Park Regional Training Facility - 3000 W. Edinger, Santa Ana CA 92704
1. Approximately five (5) new cameras to be installed. Installation to include all necessary cabling and equipment including system integration.
RFP 25-1 09A City of Santa Ana Page 22 of 51
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CITY OF SANTA ANA
V. SOFTWARE APPLICATION MAINTENANCE SERVICE AGREEMENTS Maintenance service agreements for the following applications must be current and maintained by Contractor and made available to the City immediately upon request:
A. Milestone XProtect Corporate Upgrade Program
B, Sureview Immx Software Annual Support and Maintenance C. Hiperwall Software Maintenance Agreement
D. Lexray User Licenses annual subscription
E. OR similar system
Vl. REPAIR AND REPLACEMENT
"Repair & Replacement" shall include coverage for the following systems and components:
A. All Milestone XProtect system servers (x8)
B. Hiperwall Video Wall system
1. Servers (x1)
2. Dedicated Workstations (x5)
3. Network Switches
4. Monitors (x10)
5. Server (x1)
C. All cameras (including housings) that are connected to COSA's Milestone XProtect System D. Power Supplies, including Uninterrupted Power Supplies (UPS) (at minimum 10) E. Encoders
F. Network Switches (at minimum 10)
1. Cisco
2. HP
G. Communications Radios
1. Ubiquiti
2. Bridgewave
3. Siklu
H. All connections and cabling
1. Standalone computers to view Milestone (x5)
Vll. PREVENT ATIVE MAINTENANCE
Preventative Maintenance shall be provided, at minimum, on a quarterly basis for the following:
A. Test and Inspection
Cameras
Encoders
Radios
Antennas
RFP 25-1 09A City of Santa Ana Page 23 of 51
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5. Power Sup
6. Network Ec
7. Servers
Power Supplies
Network Equipment
Servers
CITY OF SANTA ANA
B. Cleaning
1. Cameras (Excluding cameras within the Santa Ana City Jail)
2. Power Supplies
3. Antennas
Based on testing and inspections as part of preventative maintenance, Contractor maintenance actions shall be provided in a quarterly report to City's Public Safety Video Surveillance System Project Manager. Contractor shall also maintain the same quarterly reports as part of the City's account documentation. Contractor must provide all system soffware updates as they become available and on an annual basis.
Vlll. REPAIR AND REPLACE PROCEDURES
Repair and replacement of worn, failed, or malfunctioned equipment must be provided during normal business hours, within a maximum of four (4) business days. Should the service be of critical or of an emergency nature, vendor shall provide response, diagnose the issue, and have begun the repair process within a maximum of four (4) hours of having been notified or made aware of issue. Contractor may provide temporary replacement from already existing stock (if available) and provide ETA for permanent replacement parts and equipment. The contractor is responsible for providing all equipment necessary to complete the repair/replacement. After-hours and weekend service shall be available should repair/replace be determined by the City to be of a critical or emergency nature. Additionally, Contractor shall provide City a description of how they intend to calculate costs for any repair or replacement services, labor rate(s) for services provided during regular business hours and for urgent requests during after-hours, parts, supplies, materials and equipment, etc. that fall outside the scope of services of a resulting maintenance agreement or warranty. This includes an explanation of any standardized methodology used (i.e. "Time & Materials" charge, hourly labor rates, etc.). All labor shall be billed at previously agreed upon rates under the awarded agreement. The repair and replacement includes any newly installed equipment.
IX. SYSTEMS INTEGRITY, MONITORING, AND DIAGNOSTIC REPORTING Contractor shall provide real-time, 24/7 monitoring of system components (servers and storage, core network and edge network components). Health monitoring of the system is critical to the maintenance of state-mandated archiving requirements. The monitoring process should be able to maintain reliability, system uptime, optimized configurations of hardware and sofiware, and for diagnostic reporting that reduces life-cycle costs to the system.
Contractor shall provide City, within the body of their proposal, a detailed explanation of how they will provide monitoring services, what system(s) will be used, and what the work-flow will look like in terms of alerting mechanisms and corresponding adjudication of alerts/alarms.
X. VIDEO ARCHMNG WARRANTY
Vendor shall assess and guarantee that video archiving and retention is compliant with California Government Code 34090.6. Diagnostic reporting supported by storage calculation data and showing compliance s shall be provided to the City's Project Manager or designee on a quarterly basis.
High-resolution video footage, inclusive of audio, shall be retained for a minimum of 365 days (1 year).
High resolution is defined as a minimum of 1920x1080 (1080p) at 15 frames per second (fps). For the Santa Ana City Jail specifically (approximately 345 cameras), video retention shall extend to two years, with the second year stored at a reduced resolution or using compression.
RFP 25-109A City of Santa Ana Page 24 of 51
Docusign Envelope ID: B2A1FE72-157F
CITY OF SANTA ANA
XI. RECORDS AND REPORTS
A. Contractor shall maintain a record of each inspection, test, certification, maintenance, and repair.
Copies of records must be submitted to the Project Manager or designee within five (5) days after completion of Services. Report shall include the following at minimum:
Date of Service incident;
Location of equipment;
Equipment type;
Description of Service(s)/repair(s), including frequency if applicable (if monthly, annual, etc.)
Service needed or completed;
Action taken to restore equipment to Service;
Complaint that initiated the call-out or if regularly scheduled Service; and Suggested date of next inspection (if applicable).
B. Contractor shall establish and maintain a complete Service history profile for each City location Serviced for the duration of the resulting Agreement(s). Files shall contain the following:
4. Listing of all equipment Serviced in each building and structure by nomenclature and manufacturer's model number;
2. Copy of all completed Service call work authorizations;
3. Maintenance Checklists;
4. Service type and frequency schedule for all equipment located at each site; and
5. Any otherinformation relevant to work performed on video surveillance system and related equipment.
C. Any floor plans, specifications, estimates, maps, and other relevant documents required to be prepared by Contractor for Services under the resulting Agreement(s) shall be the property of the City.
D. Contractor shall maintain a current record of equipment inventory, including type of equipment, quantity of equipment, site name, and site address which shall be made available to the City upon request and provided annually to the Project Manager.
E. Contractor shall provide City access to reports and records upon City's request. All records and copies of reports shall be provided to the City upon its request and within five (5) calendar days after Contract expiration and at any time during the term of this contract as per request of City.
F. All records and reports shall be available in electronic (including Excel, Word, and PDF Format) and hard copy format at all times during the term of the contract.
Xll. PARTS AND MATERIALS
A. All parts and materials shall be new and meet or exceed the original equipment manufacturer's specifications and have a warranty of no less than one (1) year.
RFP 25-1 09A City of Santa Ana Page 25 of 51
Docusign Envelope ID: B2A1FE72-157F-402C-ABF6-9AD2259E53A3
CITY OF SANTA ANA
B. Any parts other than those manufactured by the original equipment manufacturer shall be approved by the Project Manager or designee before they are utilized.
C. Contractor shall maintain sufficient off-the-shelf parts/materials on hand to support City's Service requirements. Lack of availability of parts/materials shall not relieve the Contractor from completing Service within agreed to timeframe specified in the agreement(s) issued by City.
Xlll. PERSONNEL
A. Contractor's personriel responsible for providing Services under this Contractor shall be specifically trained and qualified to perform all Services according to manufacturer's instructions. Evidence of all qualifications of personnel, including a minimum of five (5) years of experience in their respective trade shall be provided to the Project Manager or designee as requested.
B. Contractor is responsible for providing sufficient personnel to accomplish all Services as indicated in Agreement(s) awarded by City.
C. All Contractor employees shall be identified by a distinctive company logo, emblem, or patch attached in a prominent place on an outer garment and be easily recognizable as Contractor for Video Surveillance Maintenance and Repair Services. Employee identification shall not be substituted for required City badges or passes (if applicable).
XIV. SAFETY REQUIREMENTS
A. Contractor shall take all reasonable precautions, as directed by the County, or in the absence of such direction, in accordance with sound industrial practices, to safeguard and protect City property and adjacent property. Damages to properties caused by Contractor's negligence shall be repaired at no cost (both labor and material) to the City.
B. Contractor shall keep work areas clean and free from any debris, rubbish, hazardous waste and non-usable material resulting from the work under this Contract and shall be disposed of at the completion of each work day by the Contractor at its cost. Hazardous waste must be disposed of in accordance with all applicable technical bulletins, trade, federal, state, and local laws and regulations.
C. Contractor is responsible for advising and ensuring compliance by Contractor's employees with all applicable environmental and hazardous materials handling laws and regulations.
D. Contractor and its employees must have and maintain Material Safety Data Sheets (MSDS) on all materials that are so required by state and federal laws and/or regulations.
E. Contractor shall provide City a full report of damage to City property and/or equipment by Contractor's employees. All damage reports shall be submitted to the Project Manager within twenty- four (24) hours of occurrence.
F. During and at completion of work, debris shall not be allowed to spread unnecessarily into adjacent areas nor accumulate in the work area. All debris, excess material, and parts, including those materials that could inflict injury (e.g., nails, wire, wood, etc.), shall be cleaned up continuously as work progresses and removed at the completion of the job and/or at the end of each work day.
XV. SECURITY REQUIREMENTS
The City operates secured facilities. Contractors and their employees who perform Services at secured facilities will be required to adhere to strict operation policies designed with the primary purpose of ensuring a safe and secure environment.
A. Contractor must provide a list of all personnel/employees who will be directly performing tasks associated with the Contract. Contractor's personnel/employees providing Service in a secured detention facility, or a Police Department facility, will be expected to pass two (2) separate background checks performed by Contractor as appropriate at its cost and the City of Santa Ana RFP 25-109A City of Sanfa Ana Page 26 of 51
Docusign Envelope ID: B2A1 FE72-1
CITY OF SANTA ANA
Police Department. No changes shall be authorized to the approved list without a request in writing submitted by the Contractor and approved by the Site Coordinator. At no time will unauthorized Contractor employees perform any task associated with this Contract. If this occurs, the Contractor will be notified that they have not complied with the terms of this Contract and are subject to Contract termination. The list of all Personnel/Employees working on City projects shall be submitted prior to award of this Contract.
B. Contractor's staff must maintain a "cleared" status for the duration of the Contract.
C. No person shall be assigned to work under this contract without receiving prior clearance from the Police Department.
D. City reserves the right to deny clearance at its sole discretion and is under no obligation to provide a reason and/or explanation for their determination.
E. Contractor shall be responsible for signing in with the Project Manager or designee, as required.
Upon arrival at any secure facility, the Contractor shall report to the designated site contact.
F. Contractor personnel shall have no contact, either verbal or physical, with internees in secured detention facilities.
G. All vehicles parked onsite shall be locked and secured at all times. Keys are not to be left in vehicles at any time for any reason. The City shall not be responsible for any theft, loss, or damage to Contractor property.
H. All equipment and materials shall remain in Contractor's possession at all times and shall never be leff unattended. All lost or misplaced equipment must be reported immediately to the Project Manager.
1. Contractorstaffshallnotsmoke,useprofanityorotherinappropriatelanguagewhileonCityfacilities.
J. Contractor staff shall not enter City facilities while under the influence of alcohol, drugs, or other intoxicants and shall not have such materials in their possession.
K. Contractor staff shall be well-disposed to the public and City staff at facilities, but shall only be responsive to the requests of the Project Manager unless otherwise directed and shall direct all inquiries or requests to the Project Manager.
XVI. ADDITIONAL SERVICES
If and when City requests Contractor to provide Services in addition to those specified herein, Contractor shall develop a work plan detailing the specific tasks to be completed and providing a detailed not-to- exceed budget for peforming such additional Services. Contractor shall not perform any additional Services until Project Manager has approved the work plan in advance. Contractor will not be authorized to perform or invoice City for any work not specifically authorized by the Project Manager.
RFP 25-109A City of Santa Ana Page 27 of 51
Docusign Envelope ID: B2A1FE72-157F-402C-ABF6-9AD2259E53A3
EXHIBIT B
Scope of Work and Costs Proposal
SCOPE OF WORK and COSTS PROPOSAL
1. Convergint shall provide the resources and skillset to support any repairs or replacements that are discovered during the initial assessment work. This section shall be provided based on time and material.
2. The recommended solution report will be based on collaboration with the City's stakeholders to
s Improve City's efficiency
s Improve City's cost effectiveness.
s Meet the City's long-term budget and roadmaps
s Review system redundancy options and improve reliability. s Review new available Al technology and integration that fits the City's goals and business continuity.
3. The time and material shall be based upon the following labor rate for the year 2025. The labor rate will be escalated 4% yearly per below:
ITEM LABOR TYPE RATE/HR (REGULAR
HOUR)
RATE/HR (AFTER
HOUR)
RATE/HR
(SUNDAY/HOLIDAY)
1. PROJECT MANAGER $190.00 N/A N/A
2. ENGINEERING $160.00 $240.00 $320.00
3. TECHNICIAN (HARDWARE) $170.00 $255.00 $340.00
4. SPECIALIST (SOFTWARE) $190.00 $285.00 $380.00
-ime and Material Rates
TOT AL CONTRACT VALUE
Convergint Agreement Number 2 (TIME AND MATERIAL)
Time and Material $95,592.99
Total Agreement Not To Exceed (NTE) $95,592.99
convergjnt 11Page
Docusign Envelope ID: B2A1FE72-157F-402C-ABF6-9AD2259E53A3
EXHIBIT C
Customer Support Program (Terms and Conditions)
Docusign Envelope ID: B2AalFE72-157F-402C-ABF6-9AD2259E53A3 Convergint Technologies Terms and Conditions (Customer Support Program) Throughout this Proposal, including these Temis and Conditions and any atiachments, (together, "Agreemenf') the term "Convergint" refers to the Convergint Technologies affiliate operaUng in the state/province in which the Services is being perTormed and "Convergint Related Parues" means Convergint and its contractors, subcontractors, third parky product manuTacturers or providers.
SECTION 1. THE SERVICES
This Agreement takes precedence over and supersedes all prior proposals, correspondence, and oral or writken agreements or vpresentaUons relating to the services set for? in the accompanying Proposal ("Services'a) and, subjed to any changes or addendums, represents the entre agreement between Convergint and Customer. This Agreement applies to the exclusion of any other temis that the Customer seeks to impose or incorporate (such as Customer's purchase order form) which are in addition to or inconsistent with the terms and condiUons of this Agreement, or which are implied by trade, custom, practice or course of dealing, all of which are deemed expressly rejected and will not be binding.
This Agreement is made without regard to compliance with any special sourcing and/or manufacturng requirements, minority or disadvantaged supplier requirements, or similar government procurement laws. Should such requirements be applicable to this Agreement, Conveyint reserves the right to modify and/or withdraw its Agreement.
Customer understands that Convergint is an authorzed distributor or reseller and not the manufacturer or developer ("OEM") of software, hardware and equipment (collectively, "Third Party Products") being maintained under this Agreement.
This Agreement assumes the systems and Third Parky Products covered are in maintainable condition. If repairs are found necessary upon initial inspecUon by Convergint, a separate proposal for repairwill be submitted for approval. Should this separate proposal be declined, all non-maintainable items will be removed from this Agreement and the CSP Costs adjusted accordingly.
Customer agrees at no cost to Convergint:
a. Toprovideaccesstoallareasofthesitefortheequipmentidemifiedinand/orrelating to the List of Covered Equipment (as specified in the accompanying Proposal) b. To supply suitable electrical service as required by Convergint:
c. To remove site obstacles and job safety hazards and d. That in the event of any emergency or systems failure, reasonable safety precautions will be taken by Customer to protect Iffe and properky dunng the perod from when Convergint is first noUfied of the emergency or failure and until such time that Convergint notifies the Customer that the systems are operational or that the emergency has cleared.
It is understood that repair, replacement and emergency service provisions apply only to the systems and Third Party Products covered by this Agreemem and identified in the Agreement.
Repair or replacement of non-maintainable parts of the systems such as, but not limited to, unit cabinets, insulating materials, electrical winng, structural supports and other non-moving parts, are not included in this Agreement.
In the event that the systems or Third Party Produds included in this Agreement are modified, repaired, have a peripheral device attached to them, or are adjusted (hardware or sofkware) by someone other than a Convergint representative after the Stark Date of this Agreement (hereinaffer "Modification Event"), Convergint shall have the right to exercise any or all of the following options in response to this Modification Event:
a. Require that the systems or Third Pa% Products impacted by the Modification Event be subject to reacceptance testing by Convergint
b. Require removal of the equipment impacted by the Modification Event from the scope of this Agreement, so that the Services hereunder will not apply to such equipment c. Require termination of this Agreement upon thirky (30) days' noUce to Customer, at Convergint's opUon.
THE SERVICES AND/OR THIRD PARTY PRODuCTS ARE DESIGNED TO HELP
REDUCE, BUT NOT ELIMINATE RISKS OF LOSS RELATING TO PEOPLE, PREMISES, OR PROPERTY. THE AMOuNTS BEING CHARGED BY CONVERGINT ARE NOT SUFFICIENT TO GUARANTEE THAT LOSS OR DAMAGE lAtlLL DECREASE OR BE ELIMINATED. Customer acknowledges that ptoper safety and security requires a multi- layered approach of people, processes, safety, and technologies. The Services, including Third Parky Products, provided by Convergint are not sufficient to ensure overall safety and security. Customer acknowledges and agrees that it is responsible for its overall safety and security, including testing and maintenance of the Third Parky Products (except to the extent contracted to Convergint by written agreement) and training of its personnel. Customer acknowledges and agrees that it has a duty of care and is solely responsible for its compliance with applicable laws, rules, and regulations, including but not limited to expoit and re-export restrictions and regulations, privacy and data protection regulations, applicable OEM instructions, terms and conditions, EULAs, and proper product usage.
Risk of loss, including any materials comprising the Services, shall pass to Customer as the materials are incorporated at Customers site subject to any end user license agreemems. If materials are earlier stored on Customer's site pursuant to agreement between Customer and Convergint, risk of loss with respect to such materials shall pass to Customer upon delivery to Customer's site.
Applicable to Monitoring Services Only: If Monitoring Seivices are identified in the Proposal, the parties agree that (a) these Terms and Conditions are not applicable, and (b) Monitoring Services are govetned by the Monitoring Servk.es Terms and Conditions effective on the Effective Date of the Proposal and available at https://www.convergintcom/terms, which is incorporated by reference as if set forth herein in full. "Monitoring Services" is defined as "Seivices" in the Monitoring Services Terms and Conditions.
SECTION 2. TERM
This Agreement will commence on the Seivices start date ("Staf Date") and conUnue for the Version 3.1 (LIS AND CANADA) September 2, 2024
period of time specffled in the accompanying Proposal ('Jnitial Temi")..l1.t tho ond of tho Initial Tomi, thic.A.groomont will ronow automatically for cuccoccivo tormc of ono yoar ("nonowal Torm"andtogothorwiththolnitialTorm,tho"Tomi"). EithcrparkymaytemiinatethisAgreement by giving the other pa% no less than thirty (30) days wrtien notice prior to the expiration date of the Initial Term or the then current Renewal Temi.
SECTION 3. PRICING
Pttcing and amounts proposed shall remain valid for 30 days unless otherwise specified. CSP Costs includes only the Services, including Third Parl Products, set forth on Convergint's Proposal, unless noted otherwise. AddiUonal seivices orThird Party Products, unless negotiated priorto order placement, will be billed accordingly. Sales taxes (or as applicable GST, PST, VAT or similar tax) and any other taxes assessed on Customer shall be added to the CSP Costs upon invoice toCustomer.
SECTION 4. INVOICE REMITTANCE AND PAYMENT
Customer agrees to pay the amount due to Convergint as invoiced, within thirty (30) days of the date of such invoice. If Customer is overdue in any payment, Conveyint shall be entitled to suspend the Services without liability until paid, charge Customer an interest rate 1 and 1/2% percent per month (or the max'mum rate permitted by law, whichever is less), and may avail itselfof any otherlegal orequitable remedy. Customershall reimburse Convergintcosts incuned in collecting any amounts that become overdue, including atiomey fees, court costs and any other reasonable expenditure.
SECTION 5. WARRANTY
Warramies for Converginfs Services and Third Party Products are described in the Limited Warranty for Products and Services available at https'//www.converqint.com/terms/, which is in effect as of the effective date of this Agreement and is incorporated by reference as if set forth herein in full.
SECTION 6. CHANGES
thout invalidating this Agreement or any bond given hereunder, Customer or Convergint may request changes in the Services with a change order signed by both parties. If Customer orders (i) any changes to the Services (e.g. change in objedive, deliverables, tasks or hours), (ii) changes to schedule (e.g. frequency of visits), or (iii) causes any material inteference with Convergintas perfomiance of the Services, Convergint shall be entitled to an equitable adjustment in the time for peformance and in the CSP Costs, including a reasonable allowance for overhead and profik.
SECTION 7. FORCE MAJEURE
Neither Customer nor Convergint shall be liable for any delay or failure in the perfomiance of their respective obligations pursuant to this Agreement due to circumstances beyond their reasonable control ("Force Majeure") and without the fault or negligence of the parky experiencing such delay. A Force Majeure event shall include, but not be limited to: acts of God, pandemic or epidemic, diseases, quaramines, unavoidable casualties, concealed condltions, acts of any civil or military authority: riot, insurrections, and civil distutbances war, invasion, act of foreign enemies, hostilities (regardless of whether or not war is declared), rebellion, revolution, tenotist activities; strikes, lockouts or other labor disputes embargoes; shortage or unavailability of labor, supplies, materials, equipment or systems accident, fire, stomi, water, flooding, negligence of others, vandalism, power failure, installation of incompatible equipment, improper operaUng procedures, source current fluctuations or lighting, transportauon conungencies laws, statutes, regulaUons, and other legal requirements, orders or judgements ads or omer of any government or agency or official thevof, other ttastrophes or any other similar occuri'ences. If performance by either parl is delayed due to Force Majeure, the Ume for peformance shall be extended for a perod of Ume reasonably necessary to overcome the effect of the delay and Convergint shall be enUtled to an equitable adjustment of the CSP Costs.
SECTION 8. INSURANCE
In lieu of any Customer insurance requirements, for Services perTomied in the United States, Convergint shall maintain the following insurance coverages during the term of this Agreement and upon request, shall provide certificates of insurance to the Customer:
Workeis Compensation
Employeis Liability
Commercial General Liability
Statutory Limits
$1,000,000 per occurrence/aggregate
$1,000,000 peroccurrence
$2,000,000 general aggregate
$1,000,000 per occurrence/aggregate
$3,000,000 peroccurrence/aggregate
Automobile Liability
Excess/Umbrella Liability
Convergintshallnotprovidelossrunsorcopiesofitsinsurancepolicies. Convergintshallprovide to the Customer no less than thirbl (30) days' notice pnor to the temiination or cancellation of any such insurance policy. For seivices performed in Canada, Convergint shall maintain similar insutance coverage dependent upon the local requirements in Canada and upon the insurance available under Convergint's insumnce pmgram. All required insurance coverage shall be reasonable in the circumstances and compliantwith local regulaUons.
SECTION 9. INDEMNIFICATION
To the fullest extent allowed by law, Convetgint shall indemnify and hold Customer harmless from and against claims, damages, losses, and expenses (excluding loss of use) attrbutable to bodily injury, sickness, disease or death, or to destrucUon of tangible properky, but only to the extent caused by the negligent acts or omissions of Convergint or Convergint's employees or subcontractors while on Customers site.
If Convergint is providing products or services for intrusion detection, detection of specific threats to people or property (including gunshot, or drone detection), mass notification, ballistics or explosives protection, or processing of biometric, health, financial, or government identifier data (collectively, "Special Offerings"), then to the fullest extent allowed by law (i) Convergint's indemnification obligations under the Agreement do not V3.1 September 2024 Convergrrd Technologres
Docusign Envelope ID: B2A1FE72-157F-402C-ABF6-9AD2259E53A3 apply whatsoever and Convergint Related Parties have no liability to Customer for any losses or damages caused by any Special Offerings; and (ii) Customer shall indemnify, defend, and hold harmless Convergint Related Parties, from and against all claims, demands, actions, liabilities, damages, and costs (including reasonable attorneys' fees) relating to Special Offerings provided by Convergint, except to the extent of Convergint's gross negligence installing such Special Offerings. Any waiver of damages or limitation of liability contained in the Agreement and as modified herein shall not apply to Customer's indemnification, hold harmless and defense obligations herein.
Applicable to Weapons Detection Only: If Convergint provides Weapons Detection Systems or Services, then such Systems and Services are ft.uther governed by the Weapons Detection Addendum effective on the Effective Date of this Proposal and available at https://www.convergint.com/terms, which is incorporated by reference as if set forth herein in full. "Weapons Detection Systems or Services' means any "Systems" and/or "Servicesaa as each are defined in the Weapons Detection Addendum.
SECTION 10. LIMITATION OF LIABILITY
EXCEPT AS PROVIDED HEREIN, TO THE FULLEST EXTENT ALLOWED BY LAW: (A)
IN NO EVENT SHALL EITHER CONVERGINT RELATED PARTIES, OR CUSTOMER BE LIABLE UNDER OR IN CONNECTION lAtlTH THIS PROPOSAL FOR SPECIAL, INDIRECT INCIDENTAL, PUNITIVE, LIQUIDATED OR CONSEQUENTIAL DAMAGES, INCLuDING
COMMERCIAL LOSS, LOSS OF USE OR LOST PROFITS, EVEN IF THAT PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) THE AGGREGATE
LIABILITY OF CONVERGINT RELATED PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CllSTOMER TO CONVERGINT UNDER THIS AGREEMENT DURING THE 12 MONTH PERIOD
IMMEDIATELY PRECEDING THE DATE OF THE FIRST INCIDENT GMNG RISE TO THE LIABILITY. THE EXISTENCE OF MORE THAN ONE CLA1M WILL NOT ENLARGE THIS LIMIT. THE LIMITATION SET FORTH IN THIS SECTION SHALL APPLY WHETHER THE
CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL THEORY.
SECTION 11. COMPLIANCE WITH LAW, SAFETY, & SITE CONDITIONS Convergint agrees to comply with all laws, rules and regulations applicable to its provision of the Services. Customer will comply with all applicable laws and agreements applicable to its use and operation of the Services. Convergint shall comply with all safety related laws and regulations and with the safety program of the Customer, provided such program is supplied to Convergint prior to beginning Services.
If during the course of its Services, Convergint encounters conditions at the site that are subsutface, differ materially from what is represented in the comract documents, or otherwise concealed physical conditions, Convergint shall be entitled to an extension of time and additional costs for the perTormance of its work.
If Convergint discovers or suspects the presence of hazardous matenals or unsafe working conditions ak Customers site where the Services are to be perTomied, Convergint is entiUed to stop the Services at that site if such hazardous matenals, or unsafe working conditions were not provided by or caused by Convergint Convergint in its sole discretion shall determine when it is "safe" to retum to perTorm the Services at Customer's site. Convergint shall have no responsibility for the discovery, presence, handling, removing or disposal of or exposure of persons to hazardous materals in any form at the Customei's site. To the fullest extent allowed by law, Customer shall indemnify and hold hamiless Convergint from and against claims, damages, losses and expenses, including but not limited to, reasonable attomey's fees, ansing out of or resuRing from undisclosed hazardous materals or unsafe working condiUons at Customeissite.
SECTION 12. PERSONAL DATA & SECURITY
Convergint's obligations and liabilities regarding Processing of Personal Data and information security shall be limited solely to Processing peformed by Convergint's personnel. Processing by OEMs or Third Party Products are governed by any applicable OEM end user licensing agreements or terms and conditions. Customer represents and warrants that it will comply with all applicable Data Protection Laws. Although certain products delivered by Convergint may be capable of processing Biometric Information.
Personal Health Information, financial information, or government identifiers ("Sensitive Information"), Customer acknowledges that Convergint is not Processing Sensitive Information (or to the extent it is Processing Sensitive Information, it is doing so strictly in accordance with Customer's instructions) and Customer is solely responsible for compliance of all such Processing with Data Protection Laws. To the fullest extent allowed by law, Customer shall indemnify, defend and hold harmless Convergint from and against all claims, demands, actions, liabilities, damages, and costs (including reasonable atiorneys' fees) asserted by a third party arising out of or relating to failure to comply with applicable Data Protection Laws including but not limited to those related to Sensitive Information. Convergint's obligations and liabilities regatding information security and Processing oT customer information or data, including Personal Data, are limited to Processing perTormed by Convetgint (if any). OEM and Third Party Product information security and Processing is governed by applicable OEM end user licensing agreements or terms. "Personal Data", "Process(ing)", "Biometric Information", and "Personal Health Information" shall be interpreted in accordance with, and shall include analogous terminology as used in, applicable laws and regulations relating to data privacy, information security, data protection, data breaches, cross-border data flows, and/or the rights and obligations of persons or entities regarding personal information ("Data Protection Laws").
To the extent Convergint accesses Customer's information systems, Convergint will not be responsible or liable for losses or harms caused by following Customer's instructions. caused by Third Party Products, caused by third parky or Customer-specified remote access sofkware, or that are otherwise not due to the fault of Convergint. Customer-authorized changes to Customer information systems are at Customer's own risk and Customer acknowledges it is responsible for the overall security of its information systems.
SECTION 13. INTELLECTUAL PROPERTY
Convergint shall retain title and ownership of all intellectual property rights relating to the drawings, technical documentation, or other technical information ("Documentation") delivered under this Agreement. The OEMs shall retain title and ownership of all intellectual property rights relating to the Third Party Products and will grant any license and right to use in connection with the Third Par$ Product through the OEM's end user license agreement or other terms and conditions. Customer shall not use any Documentation supplied by Convergint for any purposes other than those directly related to this Agreement or for the use and/or maintenance of the Third Parky Product.
SECTION 14. PRICE ADJUSTMENT
Beginning on the one (1 ) year anniversary of the Start Date and annually thereafler for the Term of this Agreement, Convergint may automatically adjust the CSP Costs and Rates set forih in this Agreement: (i) by a percentage equal to the annual percent change in the Consumer Price Index ("CPI") for "All Cities, All 11tban Consumers" as published by the Bureau of Labor Statistics of the u.s. Department of Labor (if the Services are perTormed in The 11nited States) or StaUstics Canada (ff the Services are peformed in Canada) for the 12- month period ending December 31 of the prior year: or (ii) with five (5) days prior written notice, in excess of the CPI if based on: (a) changes by its vendors to the cost of materials or Third Party Products to be provided and/or labor costs related to personnel responsible for perTorming the Services, (b) macroeconomic conditions, such as taxes, tariffs or duties, natural disasters, labor shortages/strikes, etc., (c) market conditions such as price volatility or availability limitations, or (d) other events not within Convergint's control that impact the cost of perTorming the Services, and (e) such adjustment is supporked by documentation or other evidence. The effective date of this adjustment shall be the first invoice in each new anniversary year. Convergint reserves the right to add periodic surcharges, including without limitation, atljustments for the then current price of fuel, such surcharges to be specified and invoiced by Convergint.
SECTION 15. TERMINATION
If a party materally breaches this Agreement, the other parl shall provide wrtien notice of the breach and a reasonable time to cure the breach, but in no event less than 30 days. If the breaching parky fails to cure the breach within the specified time period, the non-breaching parky may terminate this Agreement upon 15 days wriffen notice to the other parky. If Convergint notifies Customer of a matenal breach pursuant to this paragraph, Convergint may temporarily suspend its services without liability until Customer cures the breach.
SECTION 16. GOVERNING LAW AND DISPUTES
The parties agree that this Agreement shall be governed by the laws of the state/province where the Seivices are being peformed, and venue For disputes shall be located in that state/province.
In tho ovont of any dicputo botwoon Convorgint and Cuctomor, Convorgint and Cuctomor chall kt atiompt to rocoli.io tho dicputo in tho fiold, but if that ic not cuccoccful, thon in o mooting bot'hoon authorizod officorc of oach company. If cottlomont attomptc aro not cuccoccful, unlocc tho dicputo roquimc injunctivo roliof, thon tha dicputo chall bo docidod oitclucivoly by arbitration.
Such arbitration chall bo conductod in accortlanco with tho Commorci:il /l.rbitration Ruloc of tho Amorican /lrbitration.',ccociation (iT tho Sorvicoc aro poformod in tho Unitod Statoc) or Arbitration Ruloc of tha .A.DR Inctituto of Canada, Inc. (if tho Soivicoc :iro pofomiod in Canada) currontly in offoct by a cinglo arbitrator and ch:ill bo s final binding rocoluUon of tho irr;uoc procontod botwoon tho partioc. Tho provailing party chall bo ontitlod to rocovor itc maconablo attomoyt.' fooc and cocfc. .A.ny award by tho arbitrator may ba ontonod ac a judgmont in any court having juricdidion.
SECTION 17. MISCELLANEOUS
The parses have required that this Agreement be written in English and have also agreed that all nonces or other documents required by or contemplated in this Agreement be written in English. Les pariies ont requis que cette convention soit r6dig6e en anglais et ont 6galement convenu que tout avis ou autre document exig6 aux termes des pr6sentes ou tMcoulant de l'une quelconque de ses dispositions sera pr6par6 en anglais.
Any changes to this Agreement shall be in writing signed by both Customer and Convengint.
In the eventany provision of thisAgteementis held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect Customerwaives all claims against Convergint ansing from or related to suspension of services pursuant to this Agreement
Customer and Convergint are independent contractors, and nothing in this Agreement creates any agency, joint venture, partnership, or otherform ofjoint enterprise, employment, orfiduciary relationship between them. Nothing contained in this Agreement shall be deemed to creake a relauonship of employee or employer between the parties, and neither party shall be entitled to any benefits that the other parky provides for its own employees, including workers compensation and unemployment insurance. Each parky shall have exclusive control over its own employees, agents, and subcontractors, its labor and employee relations, and its policies relating to wages, hours, working conditions, or other conditions.
Neither parky to this Agreement shall assign this Agreement without the priorwrtten consent of the other party hereto. Notwithstanding the foregoing, Convergint may assign this Agreement without notice or consent (i) to any of its parents, subsidiaries or affiliated companies or any entity majonty owned by Convergint or (ii) in connection with a merger, acquisition, reorganization, sale of all of the equity imerests of Convergint, or a sale of all or substantially all of the assets of Convergint to which this Agteement relates.
If Customer transfers ownership or management of the Customer's site to a third parky, Customer will promptly provide Convergint with the new owners or managers comact information and take all such actions as are necessay to assign this Agreement to the third party.
NoUces shall be in writing and addressed to the other parl, in accordance with the names and addresses of the parues as shown in the Proposal. All notices shall be effective upon receipt by the pafy to whom the noUce was sent.
September 2, 2024 Page 2 of 3 Conve%n+ Technologies
Docusign Envelope ID: B2A1FE72-157F-402C-ABF6-9AD2259E53A3 In no event will Convergim be obligated to comply with any project labor agreemems or other collective bargaining agreements.
A waiver of the temis hereunder by one par§ to the other parky shall not be effective unless in wt'iting and signed by a person with authorty to commit the Customer and Convergint No waiver by Customer or Convergint shall operate as a continuous waiver, unless the written waiver specifically states that it is a continuous waiver of the temis stated in that waiver.
The Sections regatding invoicing, warranty, indemnity, limita5on of liability, confidenUality and disputes shall survive the termination of this Agreement.
Convergint provides additional product safety and service information at https://www.convergintcom/terms/ (see "IMPORTANT PRODUCT SAFETY AND SERVIC E I NFORMATION"), which it encourages Customer to review prior to use.
Septembsr 2, 2024 Page 3 of 3 Conve%nt Technologies
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EXHIBIT D
Addendum No. 1
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Proposed Addendum No. I to the Consultant Agreement City of Santa Ana ("Agreement") City of Santa Ana ("City ") and Convergint Technologies LLC ("Consultant") Project Name Video Surveillance upgrade
This Addendum No. 1 ("Addendum") to come, ("Effective Date") amends and supplements the Agreement, including any other documents referred to or incorporated therein. Notwithstanding any terms contained in the Agreement to the contrary, in the event of a conflict between the terms of the Agreement and the terms of this Addendum, the terms of this Addendum shall supersede and prevail. The Addendum No. I is for the work on the Agreement and shall not be construed as a course of dealing on other projects.
1. Notwithstanding anything to the contrary, this Agreement may be assigned by either party, without notice or consent, to an affiliate of the party or in connection with a change of control, merger, reorganization, acquisition, sale of a majority of the equity interests of the party, or a sale of a majority of the assets of the party to which this Agreement relates.
2. TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL EITHER CONSULTANT OR
CITY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE, LIQUIDATED OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED
TO, COMMERCIAL LOSS, LOSS OF USE OR LOST PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES AND IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CONSULTANT EXCEED 100% OF THE FEES IN THIS AGREEMENT. THE LIMITATION SET FORTH IN THIS
SECTION SHALL APPLY WHETHER THE CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY.
3. Consultant shall maintain the insurance coverage and deductibles-SIRs reflected on its standard certificate of insurance and supporting documentation, which is attachedand is approved. Additional Insured will be on 20 10 12 19 and 20 37 12 19 forms. The insurance policy limits for any of the coverages required by this Agreement may be procured and maintained in the form of both primary and umbrella liability policies. Copies of policies will not be provided.
4. Notwithstanding anything to the contrary in the Agreement, Consultant's indemnity, defense and hold harmless obligations under the Agreement shall only apply third-party claims (i) to the extent caused by its negligence or (ii) for intellectual property infringement related to unaltered work product created by Consultant, subject to the Limitation of Liability clause of this Agreement,
5. Pricing is based on current market conditions and does not include any potential tariffs, duties, or manufacturer-imposed surcharges that may arise during the course of the project. If such costs are incurred due to changes in trade policies, supply chain disruptions, or other external factors beyond Consultant's control, Consultant will assess their impact and submit a formal change order for review. These costs will be communicated transparently, and project continuation may require an adjustment to the budget accordingly. The City's agreement to the change request will not be unreasonably withheld.
The parties have executed this addendum on the Effective Date.
City: City's Name
By: See attached signature page
Consultant: Convergint Technologies LLC
reigned by:
I f5bl= f;du'o
Name: Hame:BobBerke'
Title: Title: General Manaqer
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EXHIBIT E
Insurance Requirements
Docusign Envelope ID: B2A1FE72-157F-402C-ABF6-9AD2259E53A3 Insurance Requirements
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Fonn CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate lii'nit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 05 09 or 25 04 05 09) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, covering hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
4. Professional Liability (Errors and Omissions): Insurance appropriate to the Contractor's profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.
If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the City reqriires and shall be entitled to the broader coverage and/or higher limits maintained by the contractor.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 1011 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
Primary Coverage
For any claims related to this contract, the Contractor's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess ofthe Contractor's insurance and shall not contribute with it.
Docusign Envelope ID: B2A1FE72-157F-402C-ABF6-9AD2259E53A3 Insurance Requirements
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.
Waiver of Subrogation
Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance.
Contractor agrees to obtain any endorsementthat may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
Self-lmured Retentio/Is
Self-insured retentions must be declared to and approved by the City. The City may reqriire the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
Acceptabiliffl of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M.
Best's rating of no less than A:VII, unless otherwise acceptable to the City.
Claims Made Policies
If any of the required policies provide claims-made coverage:
1. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years afler completion of the cotxtract of work.
3. If coverage is canceled or non-renewed, and not replaced wit1i another claims-made policy form with a RetroactiveDate prior to the contract effective date, the Contractor must purchase "extended reporting" coverage for a minimum offive (5) years after completion of work.
Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City reserves the right to reqriire complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
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EXHIBIT F
Certifications (Attachments A-J)
Docusign Envelope ID: B2A1FE72-157F
ATTACHMENT A
PROPOSER'S CERTIFICATION, PROPOSAL PRICING
Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit I) and am qualified to provide services being requested as specified herein. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal.
PROPOSER'S STATEMENT: I have read, understood and agree to the terms and conditions on all pages of the Request for Proposals. Upon request, I will transfer and deliver goods or services to the City in accordance with said terms and conditions.
Converqint Technoloqies LLC
LEGAL NAME OF COMPANY
714-546-2780
PHONE AND FAX NUMBERS
20 Centerpointe Dr. Suite 120 La Palma CA 90623
BUSINESS ADDRESS
Bob Berkery
PRINTED NAME OF AUTHORIZED AGENT
9/2/25
DATE
General Manager
TITLE
Bgb.Berkery@convergin{ggln
E-MAIL ADDRESS
90-0881132
FEDERAL ID NUMBER (IF APPLICABLE)
986407
CONTRACTOR LICENSE NUMBER
(IF APPLICABLE)
18029650
CITY OF SANTA ANA BUSINESS LICENSE NUMBER
(PLEASE PROVIDE IF AVAILABLE, BUTNOTREQUIRED UNTIL AND /F AN AWARD /S MADE TO PROPOSER.) THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
RFP 25-109A City of Santa Aria Page 42 of 51
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ATT ACHMENT B
REFERENCES
List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional paqes if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications.
REFERENCE
CustomerName: Cniintyof0mnge
Address: 601 N ROSS ST,
SANTA ANA, CA 92701
Contact Individual: Ray O'Grady
Phone Number: (714) 667-4915
EMAIL : [email protected]
Contract Amount: $5M Year: 2021 - Present
Axis Cameras
Description of supplies, equipment, or services provided: - Genetec Video Surveillance The deployment, repair, and maintenance of County-wide video, access a Lenel Access Control control, and intercom - Panic Buttons, Intercom, Intrusion
REFERENCE
Customer Name: City of Tustin Police Department Contact Individual: Sean Tran Address: 300 Centennial Wa)/
Tustin, CA 92780
Phone Number: 714-573-3078
EMAIL ; [email protected]
ContractAmount: $15M+ Year: 2018-Present
a Axis Cameras
a Genetec Video Surveillance
a Dell Servers and Workstations
a Siklu Wireless
Description of supplies, equipment, or services provided:
To deploy and maintain a Genetec
citywide wired and wireless-based video surveillance system. includinq installing jail cameras.
REFERENCE
Customer Name: City of Irvine Police Department Contact Individual: Nick Rycroft Address: One Civic Center Plaza
Irvine, CA 92623
Phone Number: 949-724-7425
EMAIL: [email protected]
Contract Amount: $2M+ Year: 2016 - Present
:ls (,amBrasDescription of supplies, equipment, or services provided:
3ne'e'deoSu"e'lance Thisprojectincliidesapproximately350camerasandl50cardreaders =netec Access Control
'iefCamVirlp,,nAnzlvtir."i throughoutdifferentbuildaingswiththeinstallationofGenetecVideoSurveillance =ll Servers and Workstations
entofon
:us THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. "o'ifica'io'pW8Rsatsrhaa'rooworcosraihrsisposuwiusecowsioeptowownespossivc.
RFP 25-1 09A City of Santa Aria Page 43 of 51
Docusign Envelope ID: B2A1 FE72-1 57F
ATT ACHMENT C
PROPOSER'S ST ATEMENT
Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Aria, hereinaffer City) shall constitute the entire agreement between proposer and the City only after it has been accepted bythe City Council, endorsed bythe Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Executive Director or his duly authorized agent, and signed by the CityAttorney, denoting his approval oT the form of this document, and its execution, and when it or an exact copy of it has been ether delivered to proposer or deposited with the United States Postal Service properly addressed to the proposer with the oorrect postage affixed thereto.
Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will fumish City alt required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays, Sundays and City's legal holidays), or the funds, check, draff, or proposer's bond substituted in lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damages due to the delay and other causes suffered by City because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City is difficult to ascertain; otherwise said funds, check drafts, or proposer's bond substituted in lieu thereof shall be returned to the undersigned
Proposer understands that a proposal is required forthe entire work, thatthe estimated quantities setforth in the RFP schedule are solelyforthe purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed.
All terms contained in the specifications, the certification of nondiscrimination by contractors, and the required insurance certificates are to be incorporated by reference into this agreement and are made specifically as part of this RFP.
Firm Convergint Technologies LLC
Signed and Printed Name: Bob Berkery
Title General Manager
0Big 9/2/25
THIS FORM MUST BE COMPLETED AND INCLUDED WtTH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
RFP 25-109A City of Santa Aria Page 46 of 50
Docusign Envelope ID: B2A1FE72-157F
ATT ACHMENT D
NON-COLLUSION AFFIDAVIT
(Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANA AfSJA
In accordance with Title 23 LJnited States Code Section 112 and Public Contract Code 7106 the proposer declares that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conTerence with anyone to Fix the proposal price of the proposer or any proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham proposal.
Note: The above non-collusion affidavit is part of the proposal. Signing this proposal on the signature portion thereof shall also constitute signature of this non-collusion affidavit. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution Signed
State of CA , County of Orange
sf)ub:A-)cr'bLand7lWornlO.,r(Oraff, :rmroevdedbtoefomreeomnethOen1bhassiso2fnsdatisfadcatoyryofevSideepn1ceemtobebrethe2pOe2r5son(sb)y who appeared before m'>.
.."!5<b. 4?1
VIRQINIA KNuDTSON
- COMM. #2501568 7!
Notary Public - California "o2 0rangaCounty -b
Cornm, a Ocl20, 2028
Notary Public Seal
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
RFP 25-109A City of Santa Ana Page 47 of 50
Docusign Envelope ID: B2A1FE72-157F
ATTACHMENT E
NON-LOBBYING CERTIFICATION
The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that:
(1 ) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.
(2) IT any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions.
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 3'l, u.s. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $"lO0,000 for each such failure.
The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly Signed:
Title:
Firm:
Date:
General Manager
Convergint Technologies LLC
9/2/25
RFP 25-109A City of Santa Aria Page 48 of 50
Docusign Envelope ID: B2A1 FE72-1
ATT ACHMENT F
NON-DISCRIMINATION CERTIFICATION
The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows:
1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be 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. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions ofthis nondiscrimination clause.
2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.
3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shali post copies of the notice in conspicuous places available to employees and applicants for employment.
4. The Consultant shall comply with all provisions of Executive Order "11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders.
1. IntheeventoftheConsultant'snon-compliancewiththenondiscriminationclausesofthiscontractor with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law.
2. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1 ) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, RFP 25-1 09A City of Santa Aria Page 49 of 50
Docusign Envelope ID: B2A1FE72-1
including sanctions for noncomptiance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States.
8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter.
Signed:
Title:
Firm:
Date:
Convergint Technologies LLC
9/2/25
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
RFP 25-109A City of Santa Aria Page 50 of 50
Docusign Envelope ID: B2A1 FE72-1 57F
ATTACHMENT G
SAM.GOV UEI VERIFICATION
On April 4, 2022, the federal government stopped using the DUNS Number to uniquely identify entities.
Now, entities doing business with the federal government use the Unique Entity ID created in SAM.gov.
They no longer have to go to a third-party website to obtain their identifier. This transition allows the government to streamline the entity identification and validation process, making it easier and less burdensome for entities to do business with the federal government.
This RFP includes federal funding, and as such, the proposer must provide verification of their SAM.gov UEI and registration status. Please attach your entity's registration from SAM.gov, including uEl and active registration status.
Proposer's UEI: PXB2X38X4V1 1
SAM.gov Registration Expiration Date: 1 0/9/25
RFP 25-109A City of Santa Ana Page 51 of 50
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ATT ACHMENT H
Certification Regardin@
Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions
This certification is required by the regulations implementing Executive Order 12549, as amended, Nonprocurement Debarment and Suspension, 2 CFR Part 2998, Subpart C, Responsibilities of Participants Regarding Transactions. The regulations were published as Part Vll of the May 26, 1988, Federal Register (Pages 19160-19211), and as subsequently amended in 81 Federal Register 25585. (Before completing certification, read instructions which are an integral part of certification)
1. Pursuant to 2 CFR 180.335, the prospective primary participant, (i.e. grantee) certifies to the best of its knowledge and belief, that it and its principals:
a. Are not presently excluded or disqualified;
b. Have not been convicted within the preceding three years of any of the offenses listed in 2 CFR 180.800(a) or had a civil judgment rendered against them for one of those offenses within that time period.
c. Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State or local) with commission of any of the offenses listed in 2 CFR 180.800(a); and
d. Have not had one or more public transactions (Federal, State or local) terminated within the preceding three years for cause or default.
2. Wheretheprospectiveprimaryparticipantisunabletocertifytoanyofthestatementsinthis certification, such prospective participant shall attach an explanation to this proposal.
Convergint Technologies LLC
Consultant
Bob Berkery, General Manager
Name and Title of Official Authorized to Certify On Behalf of the Consultant
9/2/25
Date
Docusign Envelope ID: B2A1FE72-1
ATT ACHMENT I
SUBCONTRACTOR DESIGNATiON FORM
Bidder acknowledges and agrees that under Public Contract Code section 4100, et seq., it must clearly set forth below the name and location of each subcontractor who will perform work or labor or render service to the bidder in or about the work in an amount in excess of one-half of one percent (0.5%) of bidder's total bid and the kind of work that each will perform. Furthermore, bidder acknowledges and agrees that under Public Contract Code section 4100, et seq., if bidder fails to list as to any portion of work, or if bidder lists more than one subcontractor to perform the same portion of work (i.e. bidder must indicate what portion of the work each subcontractor will perform), bidder must perform that portion itself or be subjected to penalty under applicable law.
If alternate bids are called for and bidder intends to use subcontractors different from or in addition to those subcontractors listed for work under the base bid, bidder must list subcontractors that will perform work in an amount in excess of one half of one percent (0.5%) of bidder's total bid, including alternates.
In case more than one subcontractor is named for the same kind of work, the Contractor is to state the portion of work that each subcontractor will perform. Bidders or suppliers of materials only do not need to be listed. If further space is required forthe list or proposed subcontractors, additional sheets showing the required information, as indicated below, shall be attached hereto and made a part or this document.
Listed below is the name of each subcontractor that will perform work, labor, or render services to the undersigned related to the work of this project. This is to include any subcontractor that will specially fabricate and install a portion of work according to detailed drawings contained in the plans and specifications in the amount greater than one half of one percent (.05o/'o) of the contractors total bid.
Additional sheets may be attached if needed.
Subcontractor Name:
Not Applicable
Location:
Portion ofWork/Trade: Bid Amount
Contractor's License Number DIR Registration No.
Subcontractor Name: Location:
Portion of Work/Trade: Bid Amount:
Contractor's License No: DIR Registration No:
Attachment I City of Santa Ana/Purchasing Page j of 1 Docusign Envelope ID: B2A1 FE72-1
ATT ACHMENT J
CARB FLEET COMPLIANCE CERTIFICATION
Bidder hereby acknowledges that they have reviewed the California Air Resources Board's policies, rules and regulations and are familiar with the requirements of Title 13, California Code of Regulations, Division 3, Chapter 9, effective on January 4, 2024 (the "Regulation"). Bidder hereby certifies, subject to penalty for perjury, that the option checked below relating to the Bidder's fleet, and/or that of their subcontractor(s) ("Fleet") is true and correct:
SThe Fleet is subject to the requirements of the Regulation, and the appropriate Certificate(s) orReported Compliance have been attached hereto. € The Fleet is exempt from the Regulation under section 2449.1(f)(2), and a signed description of the subject vehicles, and reasoning for exemption has been attached hereto. € Bidder and/or their subcontractor is unable to procure R99 or RIOO renewable diesel fuel as defined in the Regulation pursuant to section 2449.1(f)(3). Bidder shall keep detailed records describing the normal refueling methods, their attempts to procure renewable diesel fuel and proof that shows they were not able to procure renewable diesel (i.e. third-party correspondence or vendor bids). € The Fleet is exempt from the requirements of the Regulation pursuant to section 2449(i)(4) because this Project has been deemed an Emergency, as defined under section 2449(c)(18). Bidder shall only operate the exempted vehicles in the emergency situation and records of the exempted vehicles must be maintained, pursuant to section 2449(i)(4). € The Fleet does not fall under the Regulation or are otherwise exempted and a detailed reasoning is attached hereto.
Convergint Technologies LLC
Bidder's Company Name (please print or type)
Signature of Bidder
Bob Berkery
Print Name
General Manager
Title
Not Applicable
DOORS ID
Attachment J City of Santa Anal Purchasing Page 1 of 1