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FY2023-50 Lenel System Service And Maintenance Contract With Convergintconvergjnt' Contract FY2023-50 LENEL SYSTEMS SERVICE & MAINTENANCE CUSTOMER SUPPORT PLAN RENEWAL KODIAK ISLAND BOROUGH A L A S K A Bayside Fire, Borough Building, and Kodiak Fisheries Research Center Access Control Support for Five Years August 1, 2023, through July 31, 2028 Prepared By: Garrett Prokosch May 19, 2023 1 convergjnt Executive Summary: Thank you for the opportunity to propose our facility systems maintenance support agreement for your access control system. Based on our recent installation and our knowledge of your facilities, we have prepared a customized service agreement for your facility located in Kodiak, Alaska. Our mission is to partner with our customers to help improve their facilities' safety, comfort and efficiency. We do this by working with our customers to provide services that enhance their ability to make the most of their facility systems. The goals and content of this proposal are outlined below. Support Agreement Goals: The goals with this proposal are to support the following systems: 1. Lenel Systems Int'I Access Control System 2. Customer Support Services Proposal Contents: 1. Convergint Custom Service Plan Features 2. Tentative Schedule of Services 3. Support Plan Pricing Summary/Signature Page 4. Terms and Conditions convergjnt Convergint Customer Support Agreement Following is a list of the Support Services we will perform to maximize the value of your investment in your facility systems. Following the list of Support Services is a detailed description of each service. Access Control System: 1. Lenel System Software Support Plan • Annual Software Maintenance Support from Lenel Systems Intl. • Annual Software Updates to Server and Client PC(s) • Annual Database Backup Support • Annual Access Control System Battery Performance Testing • Flex Hour Support Convergint Customer Support: 1. Troubleshooting and Diagnostic Assistance 2. Emergency Response Services • On -Line Response (via Telephone) • On -Site Response 3. General Services; Included in All Support Agreements • Account Management • Documentation of All Services Provided • Quality Assurance Program • Discounted Material & Labor Rates 3 convergjnt' Convergint Customer Support Plan Features Lenel System Maintenance Plan Annual Software Support Plan & Technology Updates The Lenel Annual Software Maintenance Plan provides for continued Factory technical support for your access control system and access to software updates. These periodically released software updates provide added features, increase communications and processing speed, and system operating system compatibility for your access control system. As part of this agreement, Convergint will provide access to the software maintenance plan and provide installation of these updates on any annual visit as they become available, always keeping your system software state-of-the-art. This service includes updates to the Lenel System software only. No hardware, operating system or other _Td party software updates or upgrades are included with this service. ❑ Included with this Support Agreement — As released — Annually during PM visit ❑ Not included with this Support Agreement Lenel System Database Protection Lenel system backups safeguard your access control system's vital databases of system information from unforeseen and costly catastrophic events (lightning strike, electrical power surge, flood, physical damage, etc.). We will back-up your system database, software and graphics a minimum of one (1) time per year, and provide safe storage of this critical system information. Should a catastrophic event occur, we will respond onsite to reload the databases and system files from our stored backup copy and to ensure proper operation and performance. Repair costs and the costs to reload the databases and system Ale will be at the preferred material and labor rates stated below. ❑ Included with this Support Agreement — Annually during PM visit ❑ Not included with this Support Agreement Functional Battery Testing Using our testing tools, we will performance test your access control system batteries; battery voltage and charge levels will be checked. Any battery incapable of maintaining a 65 percent charge will be noted for immediate replacement. Additionally, any batteries known to be older than three (3) years old will be noted for replacement as part of the maintenance agreement. This service will be delivered one (1) time per year, and you will be provided with detailed and itemized documentation of battery tests and replacement recommendations for this system within 15 days of completion of the maintenance testing. Service does not include replacement of batteries, but can be provided on a T&M basis if requested. ❑ Included with this Support Agreement — Annually during PM visit ❑ Not included with this Support Agreement convergjnt' Functional Performance Testing and Maintenance Using our testing tools, we will perform an inspection of the integrity and functionality of the Lenel system server and software. This service includes a review of the communication, database, and credentials for the server to determine if conflicts or potential issues are developing that may interrupt the functionality of the system. This service will be delivered annually, and you will be provided with detailed documentation of tests and maintenance performed on this system within 15 days of completion of the maintenance testing. If any items are found to be defective or in need of repair, a repair quote will be provided with the itemized maintenance report. Pricing for this option is based on the size of the existing system (33 doors). The service agreement can be amended to cover future additions to the system prior to renewal of the service agreement. ❑ Included with this Support Agreement — Annually ❑ Not included with this Support Agreement Flex Hour Support Flex -hours support, as you need it, whether it is online support from our office, or for an on-site visit from a service technician. Prepaying for these hours allows you to budget for emergency calls or special projects, and spread the payments on your terms. We will provide an agreed upon number hours of flex -hours support per year. Based on our knowledge of your facilities, we have included 20 flex hours per year for service by Convergint personnel. If more hours are needed for service response, these hours will be billed at discounted service agreement rates listed on the following pages. If less than 20 hours are used, the left -over flex hours can be used as desired s for any of the systems covered within this support agreement. These hours can be used during the normal work day as needed for many different uses such as: • System upgrades • Graphics changes (if applicable) • As -built documentation of changes made to the facility systems • Repairs not already covered by warranty • Training • Rolled -over to next year ❑ Included with this Support Agreement — Twenty (20) hours per year ❑ Not included with this Support Agreement Convergint Customer Support Plan Services Troubleshooting and Diagnostics Assistance (normal working hours) We will provide limited troubleshooting and diagnostics assistance via telephone during normal working hours (8AM — 5PM, M -F). We will work with your staff to diagnose and try to fix the problem over the phone or at a minimum scope the problem down to a specific item or group of items. This service does not include after-hours support; for after hour support please see the Emergency Response Services section below. ® Included with this Support Agreement — Limited Services ❑ Not included with this Support Agreement convergjnt' On-line Emergency Response To quickly respond to emergency service requests and to reduce the costs and disruptions of downtime we will use the telephone as our first action to a request for emergency response. You simply need to contact Convergint through our main line (907-868-5100) and supply the necessary information about your issue. Priority Emergency On-line Response Time This service support agreement will provide Priority Emergency On -Line response within 2 business hours; 24 hours a day, seven days a week. Note: Our first action to a request for emergency response will be to attempt to resolve the situation on-line. There may be a one (1) hour minimum charged for each on-line service. If on-line diagnosis determines a site visit is required to complete troubleshooting and problem resolution procedures, we will be on-site based on the level of Emergency Onsite Response selected (described below). Emergency On-site Response Time As part of this service support agreement Convergint will provide guaranteed on-site response within two business dans after receipt of an Emergency Response request. This guarantee is subject to weather and flight/travel availability. Emergency Response Services listed above guarantee Convergint's response time to an emergency situation only. The use of on-line and/or on-site emergency service is not included in the scope of this contract and will be billed at the applicable time & material rates. The labor and material rates for 2017 are listed below. Prices are subject to change. General Convergint Customer Services Account Manager - A dedicated Account Manager will be responsible for your total service satisfaction. Your Account Manager will provide the designated services, monitor equipment performance, track equipment service history, and consult with you to meet your objectives. Dedicated Service Team - Our service team knows Lenel Access Control systems and associated equipment. All our service technicians are factory trained on this equipment, and are specialists in maintaining and troubleshooting your system. Documentation - All service visits will be documented by a work order detailing the service performed, materials used, and hours spent. System and Service Log - Convergint will provide you with a log for documentation of concerns, system problems, and other related items requiring our attention. Each scheduled service visit shall begin with a review of the log. Price Advantage- Discounted Labor and Material - As support plan customer you will receive a discount off the normal labor and material prices for work performed on your covered systems. You will receive customer support program customer discounts on labor (see rates included at end of proposal) and an additional discount on material. 6 convergjnt, Supuort Plan Pricing Summary: We have included the following customer support plan features included in this agreement as detailed in the previous sections: Lenel Systems Access Control Software Maintenance • Emergency Response Services Pricing for these features is provided based on a 5 -year contract. The initial contract year will start August 1, 2023, and will be invoiced semi-annually, August 1 and February 1. By signing below, you are indicating your intent to renew this Service Agreement at each anniversary date without renegotiating the scope and pricing. The advantages to your organization are that Convergint extends a fixed contract price for the term of the contract (1 + 4 option) and the pricing for this agreement is stated in advance which makes the annual budgeting process easier. The advantage to Convergint is that we understand that you are a long-term customer, which lowers our operational and administrative costs. Year 1: $9,510; Semi-annually at $4,755 Year 2: $9,510; Semi-annually at $4,755 Year 3: $9,510; Semi-annually at $4,755 Year 4: $9,982; Semi-annually at $4,991 Year 5: $9,982; Semi-annually at $4,991 Total: $48,494.00 Convergint believes that this proposal includes the best interests of Kodiak Island Borough. Please feel free to contact me if you have any changes. If accepted, sign and date below and return to Convergint with purchase order information. Contractor Convergint Technologies Customer Kodiak Island Borough By (Authorized Sirature — Contractor) Date By (Authorized Signature) Date May 19, 2023 Amu, Vj 4MQ- ►''sup�3 Print Name: Print Name: Garrett Prokosch Aimee Williams Title: Title: Account Executive Borough Manager Convergint Technologies' CSP Terms and Conditions 1. Throughout this CSP Proposal, the term, "Convergint" refers to the Convergint Technologies' affiliate operating in the state/province in which the work is being performed, specifically, "Convergint Technologies LLC" or "Convergint Technologies LTD". 2. This CSP Proposal takes precedence over and supersedes any and all prior proposals, correspondence, and oral agreements or representations relating to the services set forth in the attached scope of work ("Services"). The signed CSP Proposal represents the entire agreement between Convergint and Customer (the "Agreement") and may only be amended by a written document signed by both Convergint and Customer. 3. The term of this Agreement will begin on the Services commencement date as specified in the attached scope of work ("Start Date") and continue for the period of time as specified in the attached scope of work ("Duration"). At the end of the Duration of this Agreement, the Agreement will renew automatically from year to year until terminated by either party with written notice to the other party thirty (30) days prior to the renewal date. If the customer chooses to cancel before the contract has expired, they will pay any cost incurred prior to cancellation as well as 50% of remaining contract balance. Convergint reserves the right to modify the annual CSP Program Cost with notice to Customer prior to the end of any term of this Agreement. In the event any provision ofthis Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force. 4. This Agreement assumes the systems covered are in maintainable condition. If repairs are found necessary upon initial inspection by Convergint, a separate proposal for repair will be submitted for approval. Should this separate proposal be declined, all non -maintainable items will be removed from this Agreement and the CSP Program Cost adjusted accordingly. 5. Customer agrees at no cost to Convergint: a. To provide access to all areas of the facility for the equipment identified in and/or relating to the List of Covered Equipment (as specified in the attached scope ofwork); b. To supply electrical service as required by Convergint; and C. That in the event of any emergency or systems failure, reasonable safety precautions will be taken by Customer to protect life and property during the period of time from when Convergint is first notified of the emergency or failure and until such time that Convergint notifies the Customer that the systems are operational or that the emergency has cleared. 6. It is understood that repair, replacement and emergency service provisions apply only to the systems and equipment covered by this Agreement and identified in the List of Covered Equipment. Repair or replacement of non -maintainable parts of the systems such as, but not limited to, unit cabinets, insulating materials, electrical wiring, structural supports and other non-moving parts, is not included in this Agreement. 7. If UL Listed Monitoring is purchased, Customer shall be required to provide the account setup information contained in the Convergint Technologies Monitoring Service Agreement. Customer will also be required to execute the Convergint Technologies Monitoring Service Agreement prior to the implementation of monitoring service. 8. In the event that the systems, equipment or components included in the List of Covered Equipment are modified, repaired, have a peripheral device attached to them, or are adjusted (hardware or software) by someone other than a Convergint representative after the Start Date of this Agreement (hereinafter "Modification Event"), Convergint shall have the right to exercise any or all of the following options in response to this Modification Event: Require that the Covered Equipment impacted by the Modification Event be subject to reacceptance testing by Convergint; b. Require removal of the Covered Equipment impacted by the Modification Event from the List of Covered Equipment, so that the Services hereunder will not apply to suchequipment; C. Require termination of this Agreement upon thirty (30) days notice to Customer, at Convergint's option. 9. In the event that Convergint discovers or suspects the presence of hazardous materials, or unsafe working conditions at Customer's facility where such Services are to be performed, Convergint is entitled to stop providing its Services at that facility if such hazardous materials, or unsafe working conditions were not provided by or caused by Convergint. Convergint, in its sole discretion, shall determine when it is "safe" to return to providing its Services at Customer's facility. Convergint shall have no responsibility for the discovery, presence, handling, removing ordisposal of or exposure of persons to hazardous materials in any form at the Customer's facility. Customer shall indemnify and hold harmless Convergint from and against claims, damages, losses and expenses, including but not limited to, reasonable attorney's fees, arising out of or resulting from undisclosed hazardous materials, or unsafe working conditions at Customer's facility. 10. Neither Customer nor Convergint shall be responsible or liable for, shall incur expense for, or be deemed to be in breach of this Agreement because of any delay in the performance of their respective obligations pursuant to this Agreement due solely to circumstances beyond their reasonable control ("Force Majeure") and without the fault or negligence of the party experiencing such delay, provided that the party experiencing the delay shall promptly give written notification to the other party within five (5) days after such party has learned of the Force Majeure event. A Force Majeure event shall include, but not be limited to: accident, fire, storm, water, flooding, negligence, vandalism, power failure, installation of incompatible equipment, improper operating procedures, source current fluctuations or lighting.. If performance by either party is delayed due to a Force Majeure event, the time forthat performance shall be extended for a period of time reasonably necessary to overcome the effect of the delay. Any Services required by Convergint due to reasons set forth in this Force Majeure Section shall be charged to Customer in addition to any amounts due under this Agreement. 11. This Agreement shall be governed and construed in accordance with the laws of the state/province in which the Services are being performed. Customer acknowledges that applicable law or regulation may limit Customer's rights and impose obligations with respect to information or data obtained using software capable of obtaining what may in certain circumstances be characterized as biometric information (individually and collectively, the "Software") and agrees that Customer is solely responsible to ensure its own compliance with such laws or regulations. Customer shall completely indemnify, defend (including pay attorneys fees and disbursements), and hold harmless Convergint, its affiliates, and any employees, agents, contractors or representatives of any of the foregoing from and against any and all losses, liability, damages, penalties, expenses, claims, demands, actions, or causes of action, judgments (finally awarded) or Version 1.08 Dated Oct 2020 settlements (individually and collectively, "Liabilities") arising from or related to any intentional or negligent acts or omissions of Customer or any of its agents, affiliates, employees, or representatives arising from or related to the Software, any hardware, software, or other services associated with the Software, or the use of any of the foregoing by or on behalf of Customer, including but not limited to those arising from or related to Customer's failure to comply with applicable laws or regulations related to its use of the Software or any hardware, software, or other services associated with the Software, including but not limited to the Customer's failure to obtain any necessary consents from affected individuals or provide any necessary disclosures or protections with respect to the information of such individuals under any applicable privacy or data security law, but excluding matters for which Convergint has agreed to indemnify Customer from and against third party claims for copyright and trade secret infringement under the terms of the End User License Agreement for the Software between Convergint and Customer. Notwithstanding the foregoing, Customer and Convergint agree that Liabilities suffered by a third party (other than an affiliate of Convergint) which are an element of loss subject to indemnification under this paragraph shall be deemed direct damages 12. 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 its payment to Convergint, Convergint has the right to suspend performing the Services hereunder, and charge an interest rate of 1 and 1/2% percent per month, (orthe maximum rate permitted by law), and may avail itself of any other legal or equitable remedy. Sales taxes, (and in Canada GST/PST) and any other taxes assessed on Customer shall be added to the price upon invoice to Customer. Title to the Work, including any materials comprising the Work, shall pass to Customer as the Work is completed and the materials are incorporated into the Work at Customer's site. If materials are earlier stored on Customer's site pursuant to agreement between Customer and Convergint, title with respect to such materials shall pass to Customer upon delivery to Customersite. 13. Any equipment or products installed by Convergint in the course of providing the Services hereunder shall only carry such warranty as is provided by the manufacturer thereof, which Convergint hereby assigns to Customer without recourse to Convergint. Upon request by Customer, Convergint will use all reasonable efforts to assist Customer in enforcing any such third party warranties. This warranty excludes remedy for damage or defect caused by abuse, modifications not executed by Convergint, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. NO FURTHER WARRANTIES OR GUARANTIES, EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO ANY GOODS OR SERVICES PROVIDED UNDER THIS AGREEMENT, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. 14. Convergintshall indemnify and hold Customer harmless from and against claims, damages, losses and expenses, (including, but not limited to, reasonable attorney's fees), attributable to bodily injury, sickness, disease or death, or to destruction of tangible property, but only to the extent caused by: a) the negligent or willful acts or omissions of Convergint or Convergint's employees or subcontractors while on Customer's site, or b) the malfunction of the equipment supplied by Convergint, or c) Convergint's breach of this Agreement. IN NO EVENT SHALL EITHER CONVERGINT OR CUSTOMER BE LIABLE TO THE OTHER PARTY HERETO FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING COMMERCIAL LOSS, LOSS OF USE OR LOST PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILTY OF SUCH DAMAGES. IN NO EVENT SHALL CONVERGINT BE LIABLE TO CUSTOMER FOR ANY AMOUNTS IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER TO CONVERGINT. It is understood and agreed by the parties hereto that Convergint is or may be providing monitoring and or intrusion products which are designed to provide notification of certain events but are not intended to be guarantees or insurers against any acts for which they are supposed to monitor or inform. As required by the monitoring and intrusion industry and the manufacturers thereof, Convergint's indemnification obligation pursuant to Section 13 herein, does not apply to the extent the loss indemnified against is caused by any monitoring or intrusion product or software provided by but not manufactured by Convergint. Convergint shall have no liability to Customer for any losses to the extent such losses are caused by the monitoring or intrusion product or software. Customer shall indemnify, defend, and hold harmless Convergint, from and against all claims, lawsuits, damages, losses and expenses by persons not a party to this Agreement, but only to the extent caused by such monitoring or intrusion product or software provided by but not manufactured by Convergint. 15. Convergint shall have the following insurance coverage during the term of this Agreement, and shall provide certificates of insurance to the Customer prior to beginning work hereunder: Worker's Compensation Statutory Limits Employer's Liability $1,000,000 per occurrence /aggregate Commercial General Liability $1,000,000 peroccurrence $2,000,000 general aggregate Automobile Liability $1,000,000 per occu rrence/aggregate Excess/Umbrella Liability $4,000,000 per occu rrence/aggregate All insurance policies carried by Convergint hereunder shall be primary to and noncontributory with the insurance afforded to Customer, and shall name the Customer as "additional insured", with respect to liability arising out of work performed by Convergint, as applicable, but only to the extent of liabilities falling within the indemnity obligations of Convergint, pursuant to the terms of this Agreement. Convergint shall provide to the Customer no less than thirty (30) days notice prior to the termination or cancellation of any such insurance policy. 16. In the event of any dispute between Convergint and Customer, Convergint and Customershall first attempt to resolvethe dispute in the field, but ifthat is not successful, then in a meeting between authorized officers of each company. If settlement attempts are not successful, then the dispute shall be subject to and decided by mediation or arbitration. Such mediation or arbitration shall be conducted in accordance with the Construction Industry Mediation or Arbitration Rules of the American Arbitration Association currently in effect and shall be a final binding resolution of the issues presented between theparties. 17. Neither party to this Agreement shall assign this Agreement without the prior written consent of the other party hereto. Convergint may assign this Agreement to any of its parents, subsidiary oraffiliated companies or any entity majority owned by Convergint. 18. Notices shall be in writing and addressed to the other party, in accordance with the names and addresses of the parties as shown. All notices shall be effective upon receipt by the party to whom the notice was sent. 19. A waiver of the terms hereunder by one party to the other party shall not be effective unless in writing and signed by a person with authority to commit the Customer or Convergint and delivered to the non -waiving party according to the notice provision herein. 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 terms stated in that waiver. 20. Sections regarding invoicing, warranty and indemnity shall survive the termination of this Agreement Co .e ► V- n T E C H N.O -C O'G E S Making a Daily Difference Convergint Technologies Published Time and Materials Service Labor Rates Alaska Technology Center (Effective April 1, 2022) Any future rate changes will be preceded by a 30 -day notice. A� A L F—K A Convergint Company Published Convergint Rates Customer Support Program* 2022 Rates Standard Rates Regular Overtime Holiday Regular Overtime Holiday Life Safety / Security / Audio / Controls $145.00 $195.00 $235.00 $195.00 $235.00 $285.00 Sprinkler technician $147.00 $197.00 $237.00 $170.00 $235.00 $265.00 Service Account Manager— $133.00 $188.00 $218.00 $177.00 $220.00 $255.00 Truck Charge $45/call I $55/call Travel Policy Labor rate portal-to-portal Minimum Charge— 1 -Hour Regular Rate 1 -Hour Overtime Rate 1 -Hour Remote Access Rate 2 -Hour Regular Rate 4 -Hour Overtime Rate 1 -Hour Remote Access Rate Regular service calls have a 2 -hour minimum charge plus a $55.00 truck charge. Holiday and overtime Service calls have a 4 -hour minimum. For CSP customers (Service Agreement), the minimum time charged is only 1 hour for all service calls (emergency, holiday, etc), the discounted truck charge is $45 per call. Standard, CSP, and Warranty service work is performed during Regular business hours (M -F 8:00am-5:00pm, non -holidays). For service calls requiring 4+ hours of labor, a 0.5 -hour minimum of Service Account Manager labor will be charged. * For access to Customer Support Program Rates, a 1 to 5 -year service contract with labor is required. ** For service calls requiring 4+ hours of labor, a 0.5 -hour minimum of Service Account Representative labor will be charged. *** By leveraging remote access to perform service calls, we are giving customers the opportunity to take advantage of a 1 hour minimum, which can remove truck charges, and reduce response times. UNITED STATES • CANADA • ASIA PACIFIC • EUROPE PO LINE 1 1 1 2 1 3 CONVERGINT fka ATS Alaska Vendor # 12503 (Convergent) & Vendor #12218 (ATS) - Original PO Amount BAYSIDE Doors 5 doors KIB MAIN Doors 4 doors KFRC Doors NOTES 24 doors Contract Total $ 48,494.00 15.00% 12.00% 73.00% 250.212.450.430 220.232.450.430 555.758.450.435 Contract Year Semi Annual Cost Amount Charged to Each Line Year 1 $4,755.00 $713.25 $570.60 $3,471.15 $ 9,510.00 $4,755.00 $713.25 $570.60 $3,471.15 Year 2 $4,755.00 $713.25 $570.60 $3,471.15 $ 9,510.00 $4,755.00 $713.25 $570.60 $3,471.15 Year 3 $4,755.00 $713.25 $570.60 $3,471.15 $ 9,510.00 $4,755.00 $713.25 $570.60 $3,471.15 Year 4 $4,991.00 $748.65 $598.92 $3,643.43 $ 9,982.00 $4,991.00 $748.65 $598.92 $3,643.43 Year 5 $4,991.00 $748.65 $598.92 $3,643.43 $ 9,982.00 $4,991.00 $748.65 $598.92 $3,643.43 $48,494.00 $7,274.10 $5,819.28 $35,400.62 Spreadsheet Created by P.Valerio 5/19/2023