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Home My WebLink About2025, AG-S-FCAP-26-002 - Justice Center - Fire Panel Upgrade - Convergint AG – S – FCAP – 26 – 002 11/13/2025 Page 1 of 8 CITY OF AUBURN AGREEMENT FOR SERVICES AG – S – FCAP – 002 THIS AGREEMENT made and entered into on this 22nd day of November, 2025, by and between the CITY OF AUBURN (“City”), a municipal corporation of the State of Washington, and _Convergint, LLC_ (“Provider”), whose address is _1100 Oakesdale Ave SW, Renton, WA 98057_. In consideration of the conditions and the mutual promises and covenants contained in this Agreement, the parties agree as follows: 1. Scope of Services The Provider agrees to perform the tasks described in Exhibit A to this Agreement. The Provider will be responsible for providing work products and services of a quality and professional standard acceptable to the City. Without additional compensation, the Provider will correct or revise any negligent errors, omissions or other deficiencies in any required plans, designs, drawings, specifications, reports and/or other services, whether during or after the Term of this Agreement. The City’s approval of Provider’s services will not in any way relieve the Provider of responsibility for service accuracy and adequacy. If the Provider fails to replace or re-perform as needed to conform to this Agreement’s requirements and specifications, the City may perform such work (which may include retaining a different provider) and invoice the Provider for the City’s performance cost provided such cost shall not exceed the total compensation for this Agreement. 2. Additional Services The Parties will amend this Agreement if additional services are required beyond those specified in Exhibit A and/or included in the compensation amount for this Agreement. An amendment must be written and agreed to by the Parties before Provider performs any additional services, and it must specify the nature, scope, and payment terms for the additional services. If the time period for completing additional services makes the advance signing of an amendment impractical, the Provider agrees to perform only the additional services requested in writing by an authorized City representative pending the signing of an Amendment as set forth in this Section. The invoice procedure for any additional services is described in Section 4 of this Agreement. 3. Provider’s Representations & Qualifications The Provider represents and warrants that it has all the required licenses, certifications and qualifications to perform the services in this Agreement. Provider represents that its signatory to this Agreement has the requisite legal authority to bind Provider to the terms and conditions of this Agreement. Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 AG – S – FCAP – 26 – 002 11/13/2025 Page 2 of 8 4. Compensation a. As compensation for the Provider’s performance of this Agreement, the city will pay the Provider the fees and costs specified in Exhibit B. The City’s payments will fully compensate Provider for work performed/services rendered and for all labor, materials, supplies, equipment, overhead, profit, and incidentals necessary for Provider to complete the work. b. The Provider will submit monthly invoices or statements to the city detailing the time spent on Exhibit A tasks. Upon its acceptance of the invoice or statement, the City will process it in its next billing/claim cycle and will remit payment to the Provider (subject to any conditions or provisions in this Agreement or an Amendment). This Agreement’s number must appear on all submitted invoices. Provider will submit copies of any documents supporting an invoice or statement to the City upon request. c. The not-to-exceed amount for this agreement is $_42,459.74 including WSST_. The Provider will not undertake any work or otherwise financially obligate the city in excess of this not-to-exceed amount without the City’s advance written authorization. d. City payments to the Provider after the current year are contingent on available funds. 5. Time for Performance, Term, and Termination of Agreement a. The Provider will begin no work under this Agreement until authorized by the City in writing. The term of this Agreement commences on the date that the last party signs it (as reflected on the signature page). Once commenced, Provider shall complete the performance of all services in Exhibit A on or before _May 1st, 2026_, unless the Parties otherwise agree in writing. b. Termination for cause. Either party may terminate this Agreement for cause with written notice to the other party. A termination is “for cause” if a party substantially fails to perform in accordance with the terms of this Agreement through no fault of the other party. The notice will specify the termination reason(s) and its effective date. If the City terminates this Agreement for cause, all City payments otherwise due to Provider will be suspended and the City will have no further obligations to Provider. c. Termination for Convenience. The City may terminate this Agreement for convenience upon at least 7 days’ written notice to the Provider. The notice shall contain the termination effective date. If the termination is through no fault of the Provider, the City will compensate Provider for services performed up to the termination effective date in accordance with the Exhibit B compensation rate. This compensation will fully satisfy the City’s obligations under this Agreement, and will discharge the City from any further obligations and liabilities to the Provider (including any Provider claims of anticipated profits or other consequential damages resulting from the termination). Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 AG – S – FCAP – 26 – 002 11/13/2025 Page 3 of 8 d. Upon receipt of any termination notice, the Provider will promptly discontinue all services and deliver to the City all data, drawings, specifications, reports, summaries, and such other information and materials the Provider has accumulated, prepared, or obtained in performing this Agreement (whether fully or partially completed). e. The rights and remedies in this Section do not exclude any other legal or equitable rights or remedies available to the City. 6. Ownership and Use of Documents The City will own all documents, reports, memoranda, diagrams, sketches, plans, surveys, design calculations, working drawings and any other materials that the Provider creates or prepares in performing this Agreement (the “Work Products”). The City may use these work products for any lawful purpose. Provider acknowledges that this Agreement and the work products are public records subject to RCW 42.56 unless exempt from public records disclosure requirements. The Provider agrees to fully assist the City in identifying, locating, and copying any records Provider possesses that the City determines in its sole discretion are responsive to a Public Records request. 7. Records Inspection and Audit All City payments are subject to adjustment for any amounts found upon audit or otherwise to have been improperly invoiced. The City may inspect and audit any Provider records and books of account pertaining to any work performed under this Agreement for up to 3 years after the City’s final payment to Provider. If any litigation, claim, dispute, or audit is initiated before this 3 year period expires, Provider shall retain all records and books of account for any work performed under this Agreement until final resolution of any such litigation, claim, dispute, or audit. 8. Continuation of Performance If any dispute or conflict arises between the parties while this Agreement is in effect, the Provider agrees to cooperate and continue in good faith toward successful completion of its responsibilities under this Agreement notwithstanding such dispute or conflict. 9. Independent Contractor The Provider will perform the services as an independent contractor, and will not be deemed by virtue of this Agreement or the performance of it to be in a partnership, joint venture, employment, or other relationship with the City. Nothing in this Agreement creates any contract relationship between the City and the Provider’s employees, agents, or subcontractors. 10. Administration of Agreement This Agreement will be administered by Gary Googin, GM, on behalf of the Provider, and by the City Mayor (or designee) on behalf of the City. 11. Notices Notices or communications permitted or required under this Agreement will be written and delivered to the following addresses: Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 AG – S – FCAP – 26 – 002 11/13/2025 Page 4 of 8 Notice to the City: Notice to Provider: Edward K Grube City of Auburn 25 West Main St Auburn WA 98001-4998 Phone: 253.410-5661 Email: egrube@auburnwa.gov Name: John J. Deutschmann Convergint, LLC Address 1100 Oakesdale Ave SW Renton, WA 98057 Phone:425.272.2250 Email:john.deutschmann@convergint.com Either party may change its above address by giving written notice to the other party. Notices to non-parties will be delivered as designated by a party to this Agreement. 12. Insurance The [Provider/Franchisee] will, at its sole expense, procure and maintain for the duration of this Agreement and 30 days thereafter insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of this Agreement by the [Provider/Franchisee], its agents, representatives, or employees. [Provider/Franchisee]’s maintenance of insurance as required by the Agreement will not be construed to limit the liability of the [Provider/Franchisee] to the coverage provided by such insurance, or otherwise limit the City’s recourse to any remedy available at law or in equity. The [Provider/Franchisee] will obtain insurance of the types described below: a. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage will be at least as broad as Insurance Services Office (ISO) form CA 00 01 ([Provider/Franchisee] may use a substitute form providing equivalent liability coverage). b. Commercial General Liability insurance will be at least as broad as ISO occurrence form CG 00 01 and will cover liability arising from premises, operations, stop-gap independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The City will be named as an additional insured under the [Provider/Franchisee]’s Commercial General Liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO Additional Insured endorsement CG 20 26. c. Worker’s Compensation coverage as required by the Industrial Insurance laws of the State of Washington. d. Professional Liability Insurance, if needed. For Automobile Liability and Commercial General Liability insurance, the policies are to contain, or be endorsed to contain that [Provider/Franchisee]’s insurance coverage will be primary insurance with respect to the City. Any insurance, self-insurance, or self-insurance pool coverage maintained by the City will be excess of the [Provider/Franchisee]’s insurance and will not contribute with it. Insurance is to be placed with an authorized insurer in Washington State. The insurer must have a current A.M. Best rating of not less than A:VII. Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 AG – S – FCAP – 26 – 002 11/13/2025 Page 5 of 8 The [Provider/Franchisee] will furnish the City with original certificates of insurance and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of this Agreement before commencement of the work. The City reserves the right to require that complete, certified copies of all required insurance policies and/or evidence of all subcontractors’ coverage be submitted to the City at any time. The City may withhold payment if the [Provider/Franchisee] does not fully comply with this request. If the [Provider/Franchisee] maintains higher insurance limits than the minimums shown below, the City will be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the [Provider/Franchisee], irrespective of whether such limits maintained by the [Provider/Franchisee] are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the [Provider/Franchisee]. The [Provider/Franchisee] will provide the City with written notice of any policy cancellation within two business days of their receipt of such notice. Failure by the [Provider/Franchisee] to maintain the insurance as required will constitute a material breach of this agreement, upon which the City may, after giving five (5) business days’ notice to the [Provider/Franchisee] to correct the breach, immediately terminate the agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the City’s sole discretion, offset against funds due the [Provider/Franchisee] from the City. 13. Insurance Minimums Franchise Agreements – Grantee shall provide: · Commercial General Liability (CGL): Coverage shall be no less than $5,000,000 each occurrence and $5,000,000 aggregate. Automobile Liability: $5,000,000 per accident for bodily injury and property damage. Contractors Pollution Liability: Shall be in effect throughout the entire agreement covering loses caused by pollution conditions that arise from the operations of the Grantee. Coverage shall be written in an amount of at least $2,000,000 per loss, with an annual aggregate of at least $2,000,000. · Excess or Umbrella Liability: Shall be excess over and at least as broad in coverage as the Grantee’s CGL and Auto Liability coverage. The City is to be named additional insured. Coverage shall be written with limits of not less than $5,000,000 per occurrence and annual aggregate. Service Contracts – Contractor shall provide: · Automobile Liability: $1,000,000 per accident for bodily injury and property damage. Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 AG – S – FCAP – 26 – 002 11/13/2025 Page 6 of 8 · Commercial General Liability (CGL): Coverage shall be no less than $2,000,000 each occurrence with $2,000,000 aggregate, and $2,000,000 products completed operations aggregate limit. Professional Service Agreements – Consultant shall provide: · Automobile Liability: $1,000,000 per accident for bodily injury and property damage. · Commercial General Liability (CGL): Coverage shall be no less than $2,000,000 each occurrence with $2,000,000 aggregate, and $2,000,000 products completed operations aggregate limit. · Professional Liability: Coverage should be appropriate to Consultant’s profession with limits no less than $2,000,000 per claim with $2,000,000 policy aggregate. Depending on the type of contract, one or more of the following lines of insurance may be required: · $1,000,000 Pollution Liability. Required if work involves a pollution risk to the environment. · $2,000,000 Cyber Liability. Required for information technology professional services agreements. Limits may be higher for special liability exposures. · Builders Risk. May be required up to the amount of the completed value of a new building or major construction project. No less than $2,000,000 per claim and $2,000,000 policy aggregate limit Tenant Discrimination. Required for professional service agreements with housing/shelter vendor/operators. 14. Indemnification/Hold Harmless Except for injuries and damages caused by the sole negligence of the City, the [Provider/Franchisee] will defend, indemnify and hold the City and its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits of every kind, including attorney fees and litigation expenses, arising out of or resulting from the acts, errors, or omissions of the [Provider/Franchisee], its employees, agents, representatives, or subcontractors, including employees, agents, or representatives of its subcontractors, made in the performance of this Agreement, or arising out of worker’s compensation, unemployment compensation, or unemployment disability compensation claims. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the [Provider/Franchisee] and the City, its officers, officials, employees, and volunteers, the [Provider/Franchisee]'s liability, including the duty and cost to defend, hereunder shall be only to the extent of the [Provider/Franchisee]’s negligence. It is further specifically and expressly understood that this indemnification constitutes the [Provider/Franchisee]’s waiver of immunity under Industrial Insurance, Title 51 RCW, solely Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 AG – S – FCAP – 26 – 002 11/13/2025 Page 7 of 8 for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section will survive the expiration or termination of this Agreement. 15. Assignment Neither party to this Agreement may partially or wholly assign any right or obligation in it without the other party’s prior written consent. No assignment or transfer of any interest under this Agreement will release the assignor from any liability or obligation under this Agreement, or cause any such liability or obligation to be reduced to a secondary liability or obligation. 16. Nondiscrimination The Provider may not engage in any unfair practice identified in RCW 49.60.180 and/or 42 U.S.C. §2000e-2 in the performance of any services or activities under this Agreement (either directly or through contractual, hiring, or other arrangements). 17. Amendment, Modification and Waiver No amendment, modification, or waiver of any condition, provision, or term of this Agreement will be valid or effective unless written and signed by the party to be bound (or the party’s authorized representative), specifying the nature and extent of such amendment, modification or waiver. Any waiver, approval or acceptance, or payment by any party will not affect or impair that party’s rights arising from any default by the other party. 18. Parties in Interest This Agreement will bind (and its benefits and obligations will inure to) the parties and their respective successors and assigns. This section will not permit any transfer or assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive benefit of the parties, and it does not create a contractual relationship with or exist for the benefit of any third party (including contractors, sub-contractors and sureties). 19. Force Majeure Delays in performing this Agreement will be excused to the extent caused by acts outside a party’s control, such as fires, cyber/ransomware attacks, earthquakes, floods, explosions, actions of the elements, riots, mob violence, strikes, pandemics, labor strikes or lockouts, and state or federal government emergency orders. 20. Applicable Law This Agreement and the rights of the parties under it will be governed by the laws, regulations, and ordinances of the City, King County, and the State of Washington. Venue for actions involving this agreement will be in the county where the property or project is located, or in King County if not site specific. An applicable statute of limitation will commence no later than the Provider’s substantial completion of the services in this Agreement. 21. Captions, Headings and Titles All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and will not act to limit the scope of their particular paragraph or section. Where appropriate, the singular will include the plural (and vice versa), and masculine, feminine and neuter expressions will be interchangeable. This Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 AG – S – FCAP – 26 – 002 11/13/2025 Page 8 of 8 Agreement has been drafted by mutual agreement of the parties, and it will be interpreted and/or constructed without regard to its drafter. 22. Severable Provisions Each provision of this Agreement is intended to be severable. The illegality or invalidity of any provision in this Agreement will not affect the validity of the Agreement’s remaining provisions. 23. Entire Agreement This Agreement (together with any subsequent amendments or addendums) contains the entire understanding of the parties regarding its subject matter, and it supersedes all prior oral or written representations, agreements and understandings between the parties. No other oral or written understandings regarding this Agreement shall bind any party. 24. Non-Availability of Funds Every City obligation under this Agreement is contingent on the availability of appropriated or allocated City funds. If funds required for the City’s performance are not allocated and available, the City may terminate this Agreement at the end of the available funding period and without the required Section 5 seven days’ notice. The City will not be liable if it exercises this provision, and will not be obligated or liable for any future payments or damages as a result of termination under this Section. 25. Counterparts This Agreement may be executed in multiple counterparts, with each counterpart being one and the same Agreement, and the Agreement will become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective the day and year first set forth above. CITY OF AUBURN Convergint, LLC _____________________________ Nancy Backus, Mayor Signature Name: Gary Googins Title: General Manager Date: ________________________________ Approved as to form: _____________________________ Jason Whalen, City Attorney Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 12/8/2025 EXHIBIT ADocusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 FOR FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES STATEWIDE CATEGORIES CATEGORY 2: FIRE SPRINKLERS INSPECTION, TESTING, MAINTENANCE, & REPAIR CATEGORY 4: FIRE ALARM SYSTEMS INSPECTION, TESTING, MAINTENANCE, & REPAIR CATEGORY 5: FIRE ALARM SYSTEMS MONITORING CATEGORY 7: SPECIAL HAZARD CATEGORY 8: KITCHEN HOOD SUPPRESSION INSPECTION, TESTING, MAINTENANCE, & REPAIR CATEGORY 9: KITCHEN HOOD CLEANING For Use by Eligible Purchasers By and Between STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES and CONVERGINT TECHNOLOGIES, LLC Dated July 1, 2024 Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 1 CONTRACT NO. 27323 FOR FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES STATEWIDE CATEGORIES CATEGORY 2: FIRE SPRINKLERS INSPECTION, TESTING, MAINTENANCE, & REPAIR CATEGORY 4: FIRE ALARM SYSTEMS INSPECTION, TESTING, MAINTENANCE, & REPAIR CATEGORY 5: FIRE ALARM SYSTEMS MONITORING CATEGORY 7: SPECIAL HAZARD CATEGORY 8: KITCHEN HOOD SUPPRESSION INSPECTION, TESTING, MAINTENANCE, & REPAIR CATEGORY 9: KITCHEN HOOD CLEANING This Contract (“Contract”) is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency (“Enterprise Services”) and Convergint Technologies an Illinois Limited Liability Company (“Contractor”) and is dated and effective as of July 1, 2024. R E C I T A L S A. Pursuant to Legislative authorization, Enterprise Services, on behalf of the State of Washington, is authorized to develop, solicit, and establish enterprise procurement solutions, including contracts, for goods and/or services to support Washington state agencies. See RCW 39.26.050(1). The Washington State Legislature also has authorized Enterprise Services to make these contracts available, pursuant to an agreement in which Enterprise Services ensures full cost recovery, to other local or federal government agencies or entities, public benefit nonprofit organizations, and any tribes located in the State of Washington. See RCW 39.26.050(1) & (2). B. Washington state agencies and other eligible purchasers, as part of their operational requirements, need to purchase certain specified fire detection, suppression, and inspection services (collectively “Fire Detection, Suppression, and Inspection Services”) from qualified, innovative, professional vendors. Accordingly, on behalf of the State of Washington, Enterprise Services, as part of a competitive governmental procurement to establish an enterprise procurement solution, issued Competitive Solicitation No. 27323 dated July 1, 2024 to solicit and evaluate competitive bids to award Contracts for Fire Detection, Suppression, and Inspection Services, by specified contract category and specified geographic area. The Competitive Solicitation was structured to meet purchaser needs and designed to result in Contract awards, by specified contract category. In addition, Enterprise Services structured the Competitive Solicitation to address state procurement priorities pertaining to qualified Washington Small Businesses and Veteran- Owned Businesses. C. The goal of the competitive solicitation is to establish an enterprise procurement solution resulting in Contracts awarded by specified contract category and specified geographic area to enable eligible purchasers to purchase specified Fire Detection, Suppression, and Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 2 Inspection Services from an awarded Contractor in a cost-effective, efficient manner using the terms and conditions of the Contract. D. Enterprise Services evaluated all responses to the Competitive Solicitation and identified Contractor as an apparent successful bidder for the above-reference contract category(ies) for the above-referenced geographic area(s). E. Enterprise Services has determined that entering into this Contract will meet the identified needs and be in the best interest of the State of Washington. F. The purpose of this Contract is to enable eligible purchasers to purchase the Goods and/or Services as set forth herein. A G R E E M E N T NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows: 1. TERM. The term of this Contract is twenty-four (24) months, commencing July 1, 2024 and ending July 1, 2026; Provided, however, that if Contractor is not in default and if, by July 1, 2026, in Enterprise Services’ reasonable judgment, Contractor satisfactorily has met the performance-based goals set forth below for contract extension, Enterprise Services shall extend the term of this Contract, by written amendment, for up to forty-eight (48) additional months. Such extension amendment shall be on the same terms and conditions as set forth in this Contract. To earn the performance-based Contract term extension, Contractor must achieve the following performance-based metrics: PERFORMANCE METRIC PERFORMANCE REQUIREMENT FOR CONTRACT EXTENSION Licenses and Certifications: Contractor must ensure all licenses and certifications are up to date with Washington Department of Labor and Industries. Contractor must hold an annual check-in with Enterprise Services’ Primary Contact named below regarding required licenses and certifications through Washington State Labor & Industries and Washington State Patrol (if applicable). This meeting should be held on the effective date of this Contract, and annually thereafter for the remainder of the Contract term. Contractor must be in compliance with all current National Fire Protection Association (NFPA) requirements of the system being worked on. Contractor must conduct all testing in accordance with applicable NFPA requirements, local and State Fire Code requirements, as well as the Systems Manufacturers Fire Code Requirements. Contractor must be in compliance with all Washington State Building Codes. Prevailing Wage: For all work performed pursuant to this Contract, Contractor must comply with Washington’s Prevailing Wage Act (RCW 39.12) and regulations promulgated by the Washington State Department of Labor and Industries. Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 3 PERFORMANCE METRIC PERFORMANCE REQUIREMENT FOR CONTRACT EXTENSION Insurance Endorsements: Contractor timely provides to Enterprise Services at the designated address, without exception, annual insurance endorsements for the insurance coverages required by this Contract. See Exhibit C – Insurance Requirements at § 4. Vendor Management Fee: Contractor timely remits to Enterprise Service, with no less than a 75% on time rate over the contract term, the applicable Vendor Management Fee (VMF). Note: Contractor must pay the VMF within thirty (30) calendar days of invoice from Enterprise Services. If Contractor is delinquent in timely paying the VMF for three (3) or more quarters within the first nine (9) quarters of the Contract term, Contractor shall not be eligible for a performance-based extension. Contract Sales Reports: Contractor timely provides to Enterprise Services, with no less than a 75% on time rate over the contract term, the required Contract quarterly sales reports. Note: Contractor must provide the quarterly sales reports to Enterprise Services within thirty (30) calendar days of the quarter’s end. If Contractor is delinquent in providing the quarterly sales reports for three (3) or more quarters within the first nine (9) quarters of the Contract term, Contractor shall not be eligible for a performance-based extension. For Fire Sprinkler Contractors Only: PERFORMANCE METRIC PERFORMANCE REQUIREMENT FOR CONTRACT EXTENSION Fire Sprinkler WSP Licensing: Contractor must maintain a current and active fire sprinkler certification through Washington State Patrol as evidenced by the Contractor’s inclusion on the following list: 08.22-All- Contractors.pdf (wa.gov) Compliance with RCW 18.160: Contractor must ensure compliance with the applicable fire protection sprinkler system requirements set forth in RCW 18.160. WAC 212-80-048: Contractor using subcontractors must do so in accordance with WAC 212-80-048. 2. ELIGIBLE PURCHASERS. This Contract may be utilized by any of the following types of entities (each an eligible “Purchaser”): 2.1. WASHINGTON STATE AGENCIES. All Washington state agencies, departments, offices, divisions, boards, and commissions. 2.2. WASHINGTON STATE INSTITUTIONS OF HIGHER EDUCATION. Any the following institutions of higher education (colleges) in Washington: Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 4 State universities – i.e., University of Washington & Washington State University; Regional universities – i.e., Central Washington University, Eastern Washington University, & Western Washington University Evergreen State College; Community colleges; and Technical colleges. 2.3. CONTRACT USAGE AGREEMENT PARTIES. Any of the following types of entities that have executed a Contract Usage Agreement with Enterprise Services: Political subdivisions (e.g., counties, cities, school districts, public utility districts) in the State of Washington; Federal governmental agencies or entities; Public-benefit nonprofit corporations (i.e., public benefit nonprofit corporations as defined in RCW 24.03A.245) who receive federal, state, or local funding); and Federally recognized Indian Tribes located in the State of Washington. 3. SCOPE: INCLUDED GOODS AND/OR SERVICES & PRICES. 3.1. CONTRACT SCOPE. Pursuant to this Contract, Contractor is authorized to sell and provide only those Goods and/or Services set forth in Exhibit A – Included Goods/Services for the prices set forth in Exhibit B – Prices for Goods/Services. Contractor shall not represent to any Purchaser under this Contract that Contractor has contractual authority to sell or provide any Goods and/or Services beyond those set forth in Exhibit A – Included Goods/Services. (a) Goods. For purposes of this Contract, “Goods” means all equipment, materials, supplies, ancillary parts, accessories, components and other items purchased by Purchaser pursuant to this Contract and as identified in the Purchase Order. (b) Services. For purposes of this Contract, “Services” means all services of any nature ordered by Purchaser pursuant to this Contract and as identified in the Purchase Order. (c) Specifications. Where applicable, specifications for Goods and/or Services are detailed in this Contract and the Purchase Order. Unless otherwise specified in the Purchase Order, all Goods and/or Services provided shall be new and unused of the latest model or design. 3.2. STATE’S ABILITY TO MODIFY SCOPE OF CONTRACT. Subject to mutual agreement between the parties, Enterprise Services reserves the right to modify the Goods and/or Services included in this Contract; Provided, however, that any such modification shall be effective only upon thirty (30) calendar days advance written notice; and Provided further, that any such modification must be within the scope of the Competitive Solicitation for this Contract. 3.3. ECONOMIC ADJUSTMENT. Pursuant to Washington state prevailing wage law, all work performed under a public works contract must be classified into one or more of the many labor classifications for which prevailing wage rates have been established. Fire Detection, Suppression, and Inspection Services performed by electronic technicians; sprinkler fitters; Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 5 plumbers, pipefitters, and steamfitters; laborers; and sheet metal workers and performed in public buildings fall under this law. See RCW 39.12 and WAC 296-127-023. All such public building service maintenance contracts are subject to prevailing wage rates as established by the Washington State Department of Labor and lndustries. Accordingly, the prevailing wage rates that are in effect shall constitute the prevailing wage rates, which must be paid for the first year of the term of this Contract. Subsequently, for the remainder of the Contract term, the applicable prevailing wage rates as set forth by the Washington State Department of Labor and lndustries shall apply. There shall be no other economic adjustment to this Contract. 3.4. PRICE CEILING. Although Contractor may offer lower prices to Purchasers, during the term of this Contract, Contractor guarantees to provide the Goods and/or Services at no greater than the prices set forth in Exhibit B – Prices for Goods/Services (subject to economic or other adjustment as set forth herein). 3.5. CONTRACT INFORMATION. Enterprise Services shall maintain and provide to eligible Purchasers information regarding this Contract, including scope, pricing, and lowest responsive, responsible bidder designation. In addition, Enterprise Services identifies awarded contractors who qualify as Washington Small Businesses, Certified Veteran-Owned Businesses, or that, pursuant to the Contract provide Goods/Services that meet specified state procurement priorities as set forth in the Competitive Solicitation. 4. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time any order is placed pursuant to this Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach. 4.1. QUALIFIED TO DO BUSINESS. Contractor represents and warrants that Contractor is (a) in good standing; (b) qualified to do business in the State of Washington; and (c) registered with the Washington State Department of Revenue and the Washington Secretary of State. 4.2. TAXES. Contractor represents and warrants that Contractor is current, in full compliance, and has paid all applicable taxes owed to the State of Washington. 4.3. LICENSES; CERTIFICATIONS; AUTHORIZATIONS; & APPROVALS. Contractor represents and warrants that Contractor possesses and shall keep current during the term of this Contract all required licenses, certifications, permits, authorizations, and approvals necessary for Contractor’s proper performance of this Contract. 4.4. SUSPENSION & DEBARMENT. Contractor represents and warrants as previously certified in Contractor’s Bidder’s Certification, that neither Contractor nor its principals or affiliates presently are nor have ever been debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any governmental contract by any governmental department or agency within the United States. 4.5. WAGE VIOLATIONS. Contractor represents and warrants as previously certified in Contractor’s Bidder’s Certification, that during the term of this Contract and the three (3) year period immediately preceding the award of the Contract, Contractor has not been determined, by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 6 jurisdiction, to be in willful violation of any provision of Washington state wage laws set forth in RCW 49.46, 49.48, or 49.52. 4.6. CIVIL RIGHTS. Contractor represents and warrants that Contractor complies with all applicable requirements regarding civil rights. Such requirements prohibit discrimination against individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. 4.7. EXECUTIVE ORDER 18-03 – WORKERS’ RIGHTS. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. Contractor further represents and warrants that, during the term of this Contract, Contractor shall not, as a condition of employment, require its employees to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. 4.8. PUBLIC CONTRACTS AND PROCUREMENT FRAUD. Contractor represents and warrants that, within the three (3) year period prior to this Contract, neither Contractor nor its principals or affiliates: (a) have been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offence in connection with obtaining, attempting to obtain, or performing a public (federal, state, local, or tribal) contract or purchase order under a public contract; (b) have been in violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; (c) have been indicted for or otherwise criminally or civilly charged by a government entity (federal, state, local, or tribal) with commission of any of the offense enumerated in subsection (b) of this provision; or (d) had one or more public contracts (federal, state, local, or tribal) terminated for cause or default. 4.9. PROCUREMENT ETHICS & PROHIBITION ON GIFTS. Contractor represents and warrants that Contractor complies fully with all applicable procurement ethics restrictions including, but not limited to, restrictions against Contractor providing gifts or anything of economic value, directly or indirectly, to Enterprise Services and Purchasers’ employees. 4.10. WASHINGTON’S ELECTRONIC BUSINESS SOLUTION (WEBS). Contractor represents and warrants that Contractor is registered in Washington’s Electronic Business Solution (WEBS), Washington’s contract registration system and that, all of Contractor’s information therein is current and accurate and that throughout the term of this Contract, Contractor shall maintain an accurate profile in WEBS. 4.11. WASHINGTON’S STATEWIDE PAYEE DESK. Contractor represents and warrants that Contractor is registered with Washington’s Statewide Payee Desk, which registration is a condition to payment. 4.12. CONTRACT PROMOTION; ADVERTISING AND ENDORSEMENT. Contractor represents and warrants that Contractor shall use commercially reasonable efforts both to promote and market the use of this Contract with eligible Purchasers and to ensure that those entities that utilize this Contract are eligible Purchasers. Contractor understands and acknowledges that neither Enterprise Services nor Purchasers are endorsing Contractor’s Goods and/or Services or suggesting that such Goods and/or Services are the best or only solution to their needs. Accordingly, Contractor further represents and warrants that Contractor shall make no Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 7 reference to Enterprise Services, any Purchaser, or the State of Washington in any promotional material without the prior written consent of Enterprise Services. 4.13. CONTINGENT FEES. Contractor represents and warrants that no person or selling agent has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established agents as defined in the Federal Acquisition Regulations. 4.14. FINANCIALLY SOLVENT. Contractor represents and warrants that Contractor has not commenced bankruptcy proceedings and that there are no judgment, liens, or encumbrances of any kind affecting title to any Goods and/or Services that are the subject of this Contract. 4.15. OPERATIONAL CAPABILITY. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor has the operational and financial capability to perform the Contract. 4.16. CONTRACT TRANSITION. Contractor represents and warrants that, in the event this Contract or a similar contract, is transitioned to another contractor (e.g., Contract expiration or termination), Contractor shall use commercially reasonable efforts to assist Enterprise Services (including the Purchasers hereunder) for a period of sixty (60) calendar days to effectuate a smooth transition to another contractor to minimize disruption of service and/or costs to the State of Washington and such Purchasers; Provided, however, that, if costs are incurred, Contractor shall be compensated for such costs consistent with the terms and conditions pertaining to this Contract for the sixty (60) day period immediately before such transition. 5. QUALITY; WARRANTY; REMEDIES. 5.1. GOODS WARRANTY. Contractor warrants that, for a period of twelve (12) months from the date when the Goods are put into use, or eighteen (18) months after delivery of the Goods, whichever is later (“Goods Warranty Period”), the Goods: (a) are free from defects in design, material, and workmanship; (b) are fit and safe for the intended purposes and appropriate for the specified application(s) (if any); (c) are consistent with recognized industry quality standards; (d) comply with the requirements, specifications, drawings, standards, and descriptions included in this Contract; and (e) are produced and delivered in full compliance with applicable law (“Goods Warranty”). Contractor further warrants that it has good and marketable title to the Goods and shall keep Purchaser’s property free of liens. If Purchaser receives notice of a lien caused by Contractor, Purchaser may withhold any payment otherwise due Contractor until Contractor submits proof, in a form satisfactory to Purchaser, that all lienable claims have been fully paid or waived. 5.2. GOODS REMEDY. If Goods do not comply with the Goods Warranty or any defects develop during the Goods Warranty Period under normal use, at Purchaser’s election, Contractor promptly shall remedy the defect by removing, repairing, correcting, or replacing, and/or reinstalling any defective Goods. Contractor’s Goods Warranty support shall include, at Contractor’s sole expense, all technical support, parts, materials and equipment, and labor, including freight and “in/out” costs required to address the defect. If, in Purchaser’s judgment, repair or replacement is inadequate, or fails of its essential purpose, Contractor shall refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 8 parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys’ fees and costs. 5.3. SERVICES WARRANTY. Contractor warrants that: (a) Services shall be performed in a timely, efficient, and professional manner; (b) all Contractor personnel assigned to perform Services shall have the necessary skill, training, and all applicable licenses/certifications; and (c) Services shall be performed in a manner consistent with the standard of care in the industry (“Services Warranty”). The Services Warranty shall survive for a period of twelve (12) months after the date when Services are completed (“Services Warranty Period”). 5.4. SERVICES REMEDY. If Services do not comply with the Services Warranty or are in any manner found to be nonconforming during the Services Warranty Period, Contractor promptly shall remedy the non-conformance, or at Purchaser’s election, Contractor shall re-perform or correct the nonconforming Services at no additional cost to Purchaser or refund the amounts paid for the Services. 5.5. IT WARRANTY. Contractor warrants, that all hardware, software, and firmware associated with Goods or Services (“IT Goods” and “IT Services”, respectively) shall not: (a) contain any viruses, malicious code, Trojan horse, worm, time bomb, self-help code, back door, or other software code or routine designed to: (i) damage, destroy, or alter any software or hardware; (ii) reveal, damage, destroy, or alter any data; (iii) disable any computer program automatically; or (iv) permit unauthorized access to any software or hardware; (b) contain any third party software (including software that may be considered free software or open source software) that (i) may require any software to be published, accessed, or otherwise made available without the consent of Purchaser, or (ii) may require distribution, copying, or modification of any software free of charge; and (c) infringe on any patent, copyright, trademark, or other proprietary or intellectual property right of any third party or misappropriate any trade secret of any third party (“IT Warranty”). The IT Warranty shall expire twelve (12) months after the date IT Goods are delivered or IT Services are complete, as applicable. 5.6. IT REMEDY. If IT Goods or IT Services do not comply with the IT Warranty, or if any defect or non-conformance develops during the IT Warranty Period, Contractor, at Purchaser’s election, promptly shall: (a) remedy the defect by removing, repairing, correcting or replacing, and/or reinstalling any defective IT Goods; (b) re-perform or correct the non- conforming IT Services at no additional cost to Purchaser; or (c) refund the amounts paid for IT Services and IT Goods. 5.7. FAILURE TO REMEDY. If Contractor does not remedy a defect or nonconformity within ten (10) calendar days after receipt of written notice from Purchaser, or if an emergency exists rendering it impossible or impractical for Purchaser to have Contractor provide a remedy, Purchaser may, without prejudice to any other rights or remedies available to it, make or cause to be made required modifications, adjustments, or repairs, or may replace Goods, Services, IT Goods, or IT Services, in which case Contractor shall reimburse Purchaser for its actual costs or, at Purchaser’s option, Purchaser shall offset the costs incurred from amounts owing to Contractor. 5.8. TECHNICAL SUPPORT. During any applicable warranty period, Contractor shall provide all warranty service and telephone support, including after-hour technical support, at its own Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 9 cost. Contractor shall maintain a technical support hotline to address breakdowns and safety incidents. 6. SAFETY; SECURITY; CONTRACTOR REQUIREMENTS WHILE ON PURCHASER’S PREMISES. Contractor’s failure to comply with any of the requirements in this Section shall be cause for termination. 6.1. REGULATORY REQUIREMENTS/SAFETY. Goods and/or Services supplied by Contractor shall meet all applicable health, safety, and other federal, state, local, and/or tribal regulatory requirements applicable to the Goods and/or Services. 6.2. MATERIAL SAFETY DATA SHEETS. As applicable, Contractor shall provide Purchaser with all appropriate current Material Safety Data Sheets (“MSDS”) at the time of delivery of each shipment of Goods which requires such compliance and/or and for materials used by Contractor while performing Services pursuant to this Contract. 6.3. CLEAN-UP. If Contractor, its agents, employees, or subcontractors perform on-site Services, Contractor, at its cost, shall remove all excess materials, equipment, packaging, and garbage within the scope of its performance of Services and leave that portion of the premises in which the work was performed in a clean condition. Should Contractor fail to clean up a Site after completion of work, Purchaser shall have the right to remove the materials and set off the cost of clean up against amounts owed to Contractor. 6.4. ACCIDENT AND INJURY REPORTING. If Contractor, its agents, employees, or subcontractors are present at Purchaser’s premises, Contractor promptly shall report in writing all injuries, accidents, property damage, near-miss incidents, or any claims regarding damages or injury involving Contractor, its agents, employees, or subcontractors occurring at such premises. Contractor agrees to cooperate and assist Purchaser in any investigation of incidents. 6.5. ON-SITE REQUIREMENTS. As applicable, while on Purchaser’s premises or while interacting with Purchaser and/or Enterprise Services’ personnel, Contractor, its agents, employees, or subcontractors shall comply, in all respects, with Purchaser’s physical, fire, access, safety, health, and security requirements and not interfere with Purchaser’s operations. Contractor represents and warrants that Contractor, its agents, employees, or subcontractors who access Purchaser’s premises shall be adequately trained and at all times comply with Purchaser’s requirements. 6.1 BACKGROUND CHECKS/SECURITY CLEARANCE. All Contractor’s employees or subcontractors who provide services at facilities of the Department of Corrections (DOC) and Department of Social and Human Services (DSHS), or other similarly secure facilities of other eligible Purchasers, must pass a security background check, if required or at the request of the Purchaser. Contractor shall comply with requests for additional background checks and or safety requirements, to be cleared for access to Purchaser facilities. (a) Each DOC location requires the clearance before any individual is allowed on site. (b) Contractor shall submit required personnel information within an adequate time for completion of a security background clearance, generally five (5) business days ahead of a scheduled site visit. (c) For emergency requests, Contractor will maintain a ready pool of personnel who are cleared for access. Some DOC facilities may require security clearance to be updated every ninety (90) days. Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 10 (d) Contractors’ employees or subcontractors who provide service at a DOC facility may be required to attend a security briefing before working inside a facility for the first time. The briefing will cover tool control, key control, association with offenders, staff escorts, use of cell phones, pagers, cameras, tobacco products, alcohol, weapons, ammunition, contraband management, vehicles and parking, searches, emergency procedures, and other possible topics. 6.6. IT POLICY & SECURITY COMPLIANCE: : Contractor represents and warrants, that to the extent the following applies to products provided under this Contract, that Contractor shall use commercially reasonable efforts to provide applicable supporting documentation and assist the Purchasing Entities with verifying that the products comply with the Washington statewide information technology policies and other local information technology polices as applicable to the Purchasing Entity. Policies applicable to the Washington State Agencies are located on the following website at https://watech.wa.gov/policies. Prior to final execution of a Washington State Agency’s Order with a Contractor, the Contractor’s solution(s) may be subject to a Security Design Review performed by Washington Technology Solutions (WaTech) to ensure compliance with the State IT security policies. 7. SUBCONTRACTORS. 7.1. CONTRACTOR RESPONSIBILITY. Notwithstanding any provision to the contrary, in the event Contractor elects to utilize subcontractors to perform this Contract, Contractor shall: (a) incorporate Contractor’s responsibilities under this Contract into its subcontracts; (b) be fully responsible for the performance of any such subcontractors (regardless of tier) and ensure that subcontractors comply with each and every Contractor obligation set forth in this Contract; (c) be the sole point of contact for Enterprise Services and any Purchasers regarding all contractual matters; (d) ensure that such subcontractors are registered in WEBS; and (e) defend, indemnify, and hold Enterprise Services and Purchasers harmless in case of negligence, other tortious fault, or intentional misconduct by any such subcontractors (regardless of tier). Prior to utilizing any subcontractor to perform this Contract, Contractor shall provide written notice to Enterprise Services’ contract administrator. Such notice shall confirm that the subcontractor is registered in WEBS and provide the necessary information for Enterprise Services’ contract administrator to include such subcontractor(s) in Washington’s Purchasing Contract Management System (PCMS). 7.2. REPORTING. If Contractor is required to report to Purchaser and/or Enterprise Services, such report(s) shall include subcontractor data, by subcontractor, for any data that Contractor is required to report as well as a consolidated ‘rollup’ report combining Contractor and subcontractor data. 7.3. SUBCONTRACTOR REPRESENTATIONS AND CERTIFICATIONS. Any Contractor representations or certifications set forth in this Contract shall apply to subcontractors (at any tier) and Contractor shall not utilize any subcontractors (at any tier) who cannot provide such representations or certifications, excepting the certification to be registered with Washington’s Statewide Payee Desk, unless Purchaser shall pay such subcontractor directly. Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 11 8. USING THE CONTRACT – PURCHASES. 8.1. ORDERING REQUIREMENTS. Eligible Purchasers shall order Goods and/or Services from this Contract, consistent with the terms hereof and by using any ordering mechanism agreeable both to Contractor and Purchaser but including, at a minimum, a purchase order. When practicable, Contractor and Purchaser also shall use telephone orders, email orders, web- based orders, and similar procurement methods (collectively “Purchaser Order”). All Purchase Orders must reference the Contract number. The terms of this Contract shall apply to any Purchase Order and, in the event of any conflict, the terms of this Contract shall prevail. Notwithstanding any provision to the contrary, in no event shall any ‘click-agreement,’ software or web-based application terms and conditions, or any other agreement modify the terms and conditions of this Contract. 8.2. PERFORMANCE REQUIREMENTS. Contractor must ensure that the Fire Detection, Suppression, and Inspection Services are performed as required by this Contract, the Purchase Order used by Purchaser, and as otherwise mutually agreed in writing between Purchaser and Contractor. 8.3. PUBLIC WORKS. ALL public agencies must follow their particular jurisdiction’s laws, rules, and expectations for projects that may include any Public Works elements. Enterprise Services’ Goods/Services Contracts are established in accordance with RCW 39.26, which governs procurement of goods/services by Washington state agencies. Such Contracts, however, exclude RCW 39.04 for Public Works, RCW 39.80 for Architecture and Engineering Services, and RCW 18.43 for Engineers and Land Surveyors. It is the Purchaser's responsibility to ensure their organization is following these and other Public Works requirements accordingly. 8.4. DELIVERY REQUIREMENTS. Contractor must ensure that the Goods and/or Services are delivered or provided as required by this Contract, the Purchase Order used by Purchaser, and as otherwise mutually agreed in writing between Purchaser and Contractor. The following apply to all deliveries: (a) Contractor shall make all deliveries to the applicable delivery location specified in the Purchase Order. Such deliveries shall occur during Purchaser’s normal work hours and within the time period mutually agreed in writing between Purchaser and Contractor. (b) Contractor shall ship all Goods and/or Services purchased pursuant to this Contract, freight charges prepaid by Contractor, FOB Purchaser’s specified destination with all transportation and handling charges included. Contractor shall bear all risk of loss, damage, or destruction of the Goods and/or Services ordered hereunder that occurs prior to delivery, except loss or damage attributable to Purchaser’s fault or negligence. (c) All packing lists, packages, instruction manuals, correspondence, shipping notices, shipping containers, and other written materials associated with this Contract shall be identified by the Contract number set forth on the cover of this Contract and the applicable Purchaser’s Purchase Order number. Packing lists shall be enclosed with each shipment and clearly identify all contents and any backorders. 8.5. RECEIPT AND INSPECTION OF GOODS AND/OR SERVICES. Goods and/or Services purchased under this Contract are subject to Purchaser’s reasonable inspection, testing, and approval at Purchaser’s destination. Purchaser reserves the right to reject and refuse acceptance of Goods and/or Services that are not in accordance with this Contract and Purchaser’s Purchase Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 12 Order. If there are any apparent defects in the Goods and/or Services at the time of delivery, Purchaser promptly shall notify Contractor. At Purchaser’s option, and without limiting any other rights, Purchaser may require Contractor to repair or replace, at Contractor’s expense, any or all of the damaged Goods and/or Services or, at Purchaser’s option, Purchaser may note any such damage on the receiving report, decline acceptance, and deduct the cost of rejected Goods and/or Services from final payment. Payment for any Goods and/or Services under such Purchase Order shall not be deemed acceptance. 8.6. DATA OWNERSHIP, USE, RECOVERY. (a) DATA OWNERSHIP AND USE. Purchaser’s data (“Data”) shall include Purchaser’s data collected, used, processed, stored, or generate as the result of the use of the Services. Data is and shall remain the sole and exclusive property of Purchaser. Contractor is provided a limited, non-exclusive license to access and use Data solely for performing its obligations under the Contract. Contractor shall: (a) keep and maintain Data in strict confidence and as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss; and, (b) not use, sell, rent, transfer, distribute, or otherwise disclose or make available Data for Contractor’s own purposes or for the benefit of anyone other than Purchaser without Purchaser’s prior written consent. (b) DATA BACKUP. As part of the Services, Contractor is responsible for maintaining a backup of Data and for an orderly and timely recovery of such Data in the event that the Services may be interrupted. Contractor shall maintain a contemporaneous backup of Data that can be recovered within two (2) hours at any point in time. (c) EXTRACTION OF DATA. Contractor shall, within one (1) business day of Purchaser’s request, provide Purchaser, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Contractor), an extract of the Data in the format specified by Purchaser. (d) DISASTER RECOVERY. In the event of disaster or catastrophic failure that results in significant Data loss or extended loss of access to Data, Contractor shall notify Purchaser by the fastest means available and also in writing. Contractor shall provide such notification within twenty-four (24) hours after Contractor reasonably believes there has been such a disaster or catastrophic failure. In the notification, Contactor shall inform Purchaser of: (a) The scale and quantity of the Data loss; (b) What Contractor has done or will do to recover the Data and mitigate any deleterious effect of the Data loss; and (c) What corrective action Contractor has taken or will take to prevent future Data loss. Contractor shall restore continuity of Services to meet the 24 hours Recovery Point Objective (RPO) and 72 hours Recovery Time Objective (RTO). If requested by Purchaser, Contractor shall provide a copy of its disaster recovery plan and obtain Purchaser’s written approval of the disaster recovery plan. Contractor shall annually demonstrate the completion of disaster recovery testing and present a summary of test findings and any resulting remedial actions. Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 13 8.7. PREVAILING WAGES. This Contract is subject to Washington’s Prevailing Wage on Public Works Act (RCW 39.12). Accordingly, for work pursuant to this Contract, Contractor (including any subcontractors), unless exempt, shall pay all workers employed in the performance of any part of the work in accordance with RCW 39.12 and the rules promulgated by the Washington State Department of Labor and Industries. (a) WAGE RATES. Contractor, and any subcontractor or other person doing any portion of the work covered by this Contract, shall not pay any laborer, worker, or mechanic less than the applicable and most current prevailing hourly wage rates and fringe benefits for said worker’s classification to all laborers workers or mechanics who perform any work pursuant to any resulting contract, in conformance with the scope or work description of the Industrial Statistician of the Washington State Department of Labor and Industries. Contractor shall have sole responsibility to ascertain the applicable prevailing rate of wage for such classification, as set forth by the State of Washington for the County in which the work is performed. The applicable prevailing wage rates are set forth on the website for the Washington State Department of Labor and Industries. Prevailing wage rates are updated twice a year, on the first business day in February and August, and take effect thirty (30) days after publication. (b) STATEMENT OF INTENT TO PAY PREVAILING WAGE. Before commencing any work under this Contract, Contractor (and all subcontractors) shall file with the Washington State Department of Labor and Industries, for approval, a statement, under oath, certifying its Intent to Pay Prevailing Wages. Contractor also shall provide a copy of the Intent to Pay Prevailing Wages to Enterprise Services. (c) INVOICES & CONTRACT PAYMENTS. Contractor understands and agrees that each invoice for payment submitted to Purchaser shall state that prevailing wages have been paid in accordance with the pre-filed Statement(s) of Intent, as approved. Copies of the Intent to Pay Prevailing Wages shall be posted on the work site with the address and telephone number of the Industrial Statistician of the Washington State Department of Labor and Industries where a complaint or inquiry regarding prevailing wages may be made. (d) AFFIDAVIT OF WAGES PAID. Upon completion of the work under this Contract, Contractor (and each subcontractor) shall file with the Washington State Department of Labor and Industries the approved Affidavit of Wages Paid. Purchaser shall condition final payment to Contractor on the submittal of such Affidavit of Wages Paid. (e) LABOR & INDUSTRIES FEES. Contractor shall pay to the Washington State Department of Labor and Industries any applicable fees for the Statement of Intent and/or Affidavit of Wages Paid that are to be submitted to the Washington State Department of Labor and Industries for certification. (f) PAYROLL RECORDS. Contractor shall retain payroll records pertaining to work performed for this Contract for three (3) years following expiration or termination of this Contract and, upon request, provide certified copies of such payroll records to Enterprise Services. Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 14 (g) Notwithstanding anything in the Agreement to the contrary, the parties agree that Contractor’s labor is exempt from the scope of any Project Labor Agreement or other labor agreement that is attached to or otherwise incorporated into this agreement. Further, Purchaser agrees that Contractor under no circumstances will be obligated to adopt or sign any labor agreements or other collective bargaining agreements. Purchaser will provide any required union labor which may be required under this Agreement or agrees that Contractor can hire union labor (including engaging sub-tier contractors as needed) to complete such work. 9. INVOICING & PAYMENT. 9.1. CONTRACTOR INVOICE. Contractor shall submit properly itemized invoices to Purchaser’s designated invoicing contact for Goods and/or Services delivered under this Contract. Such invoices shall itemize the following: (a) Contract No. 27323 (b) Contractor name, address, telephone number, and email address for billing issues (i.e., Contractor Customer Service Representative); (c) Contractor’s Federal Tax Identification Number; (d) Date(s) of delivery; (e) Applicable Goods and/or Services; (f) Invoice amount; and (g) Payment terms, including any available prompt payment discounts. Contractor’s invoices for payment shall reflect accurate Contract prices. Invoices shall not be processed for payment until receipt of a complete invoice as specified herein. 9.2. PAYMENT. Payment is the sole responsibility of, and shall be made by, the Purchaser. Purchaser’s obligation to pay invoices is subject to receipt of a timely and accurate invoice and conforming Goods and/or Services. Unless Contractor has provided a prompt payment discount set forth in Exhibit B – Prices for Goods/Services, Purchaser’s payment is due within thirty (30) calendar days of invoice. Purchaser retains the right of setoff for any amount due or owing to Purchaser. Purchaser may make payments electronically (e.g., ACH payments). Contractor shall provide information necessary to facilitate electronic payments. If Purchaser fails to make timely payment(s), Contractor may invoice Purchaser in the amount of one percent (1%) per month on the amount overdue or a minimum of $1. Payment shall not be considered late if a check or warrant is mailed within the time specified. 9.3. OVERPAYMENTS. Contractor promptly shall refund to Purchaser the full amount of any erroneous payment or overpayment. Such refunds shall occur within thirty (30) calendar days of written notice to Contractor; Provided, however, that Purchaser shall have the right to elect to have either direct payments or written credit memos issued. If Contractor fails to make timely refunds of overpayment(s) (either directly or by credit memo), Contractor shall pay Purchaser interest at the rate of one percent (1%) per month on the amount overdue thirty (30) calendar days after notice to Contractor. Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 15 9.4. ADVANCE PAYMENT PROHIBITED. Except as authorized by law, Contractor shall not request or receive advance payment for any Goods and/or Services furnished by Contractor pursuant to this Contract. 9.5. MILEAGE/TRAVEL REIMBURSEMENT. (a) Contractor shall be entitled to tolls, parking and/or travel (lodging, meals, and time) reimbursement. Reimbursement rates shall be based on the Washington State Office of Financial Management (OFM) per diem rates. Mileage must not to exceed 20 miles one way. If mileage exceeds 20 miles, Contractor shall obtain prior written authorization from Purchaser. Contractor shall, upon request by Purchaser, provide receipt or proof of transaction of any tolls and/or parking costs incurred by the contractor. (b) At Purchaser’s discretion, Purchaser may elect to compensate for truck charge, miles traveled, and/or time traveled. Time traveled shall be compensated at the hourly not-to-exceed (NTE) rate prices set forth in Exhibit B – Prices for Fire Detection, Suppression, and Inspection Services in 15-minute increments, and agreed to prior to the travel. If additional miles or hours are required, that is the Contractor’s risk. 9.6. NO ADDITIONAL CHARGES. Unless otherwise specified herein, Contractor shall not include or impose any additional charges including, but not limited to, charges for shipping, handling, insurance, or payment processing. 9.7. TAXES/FEES. Contractor promptly shall pay all applicable taxes on its operations and activities pertaining to this Contract. Failure to do so shall constitute breach of this Contract. Unless otherwise agreed, Purchaser shall pay applicable sales tax imposed by the State of Washington on purchased Goods and/or Services. Contractor’s invoices shall separately state (a) taxable and non-taxable charges and (b) sales/use tax due by jurisdiction. In regard to federal excise taxes, Contractor shall include federal excise taxes only if, after thirty (30) calendar days written notice to Purchaser, Purchase has not provided Contractor with a valid exemption certificate from such federal excise taxes. 10. CONTRACT MANAGEMENT. 10.1. CONTRACT ADMINISTRATION & NOTICES. Except for legal notices, the parties hereby designate the following contract administrators as the respective single points of contact for purposes of this Contract. Enterprise Services’ contract administrator shall provide Contract oversight. Contractor’s contract administrator shall be Contractor’s principal contact for business activities under this Contract. The parties may change contract administrators by written notice as set forth below. Any notices required or desired shall be in writing and sent by U.S. mail, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing: Enterprise Services Contractor Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 16 Attn: Sarah Smith Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Tel: (360) 819-0279 Email: DESContractsTeamApple@des.wa.gov Attn: Gary Googins Convergint Technologies, LLC 1 Commerce Dr. Schaumburg, IL 60173 Tel: (425) 521-3905 Email: gary.googins@convergint.com Notices shall be deemed effective upon the earlier of receipt, if mailed, or, if emailed, upon transmission to the designated email address of said addressee. 10.2. CONTRACTOR CUSTOMER SERVICE REPRESENTATIVE. Contractor shall designate a customer service representative (and inform Enterprise Services of the same) who shall be responsible for addressing Purchaser issues pertaining to this Contract. 10.3. LEGAL NOTICES. Any legal notices required or desired shall be in writing and sent by U.S. mail, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing: Enterprise Services Contractor Attn: Legal Services Manager Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Email: greg.tolbert@des.wa.gov Attn: Gary Googins Convergint Technologies, LLC 1 Commerce Dr. Schaumburg, IL 60173 Tel: (425) 521-3905 Email: gary.googins@convergint.com Notices shall be deemed effective upon the earlier of receipt if mailed, or, if emailed, upon transmission to the designated email address of said addressee. 11. CONTRACTOR SALES REPORTING; VENDOR MANAGEMENT FEE; & CONTRACTOR REPORTS. 11.1. CONTRACT SALES REPORTING. Contractor shall report total Contract sales quarterly to Enterprise Services, as set forth below. (a) Contract Sales Reporting System. Contractor shall report quarterly Contract sales in Enterprise Services’ Contract Sales Reporting System. Enterprise Services shall provide Contractor with a login password and a vendor number. The password and vendor number shall be provided to the Sales Reporting Representative(s) listed on Contractor’s Bidder Profile. (b) Data. Each sales report must identify every authorized Purchaser by name as it is known to Enterprise Services and its total combined sales amount invoiced during the reporting period (i.e., sales of an entire agency or political subdivision, not its individual subsections). The “Miscellaneous” option may be used only with prior approval by Enterprise Services. Upon request, Contractor shall provide contact information for all authorized Purchasers specified herein during the term of the Contract. If there are no Contract sales during the reporting period, Contractor must report zero sales. Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 17 (c) Due dates for Contract Sales Reporting. Quarterly Contract Sales Reports must be submitted electronically by the following deadlines for all Contract sales invoiced during the applicable calendar quarter: QUARTER FOR SALES MADE IN CALENDAR QUARTER CONTRACT SALES REPORT DUE BY PAST DUE 1 January 1 – March 31 April 30 May 1 2 April 1 – June 30 July 31 August 1 3 July 1 – September 30 October 31 November 1 4 October 1 – December 31 January 31 February 1 11.2. VENDOR MANAGEMENT FEE. Contractor shall pay to Enterprise Services a vendor management fee (“VMF”) of 1.25 percent on the purchase price for all Contract sales (the purchase price is the total invoice price less applicable sales tax). (a) The sum owed by Contractor to Enterprise Services as a result of the VMF is calculated as follows: Amount owed to Enterprise Services = Total Contract sales invoiced (not including sales tax) x .0125. (b) The VMF must be rolled into Contractor’s current pricing. The VMF must not be shown as a separate line item on any invoice unless specifically requested and approved by Enterprise Services. (c) Enterprise Services shall invoice Contractor quarterly based on Contract sales reported by Contractor. Contractor is not to remit payment until Contractor receives an invoice from Enterprise Services. Contractor’s VMF payment to Enterprise Services must reference this Contract number, the year and quarter for which the VMF is being remitted, and Contractor’s name as set forth in this Contract, if not already included on the face of the check. (d) Contractor’s failure to report accurate total net Contract sales, to submit a timely Contract sales report, or to remit timely payment of the VMF to Enterprise Services, shall be cause for Enterprise Services, at its discretion, to suspend Contractor or terminate this Contract or exercise remedies provided by law. Without limiting any other available remedies, the parties agree that Contractor’s failure to remit to Enterprise Services timely payment of the VMF shall obligate Contractor to pay to Enterprise Services, to offset the administrative and transaction costs incurred by the State to identify, process, and collect such sums, the sum of $200.00 or twenty-five percent (25%) of the outstanding amount, whichever is greater, or the maximum allowed by law, if less. (e) Enterprise Services reserves the right, upon thirty (30) calendar days advance written notice, to increase, reduce, or eliminate the VMF for subsequent purchases, and reserves the right to renegotiate Contract pricing with Contractor when any subsequent adjustment of the VMF might justify a change in pricing. Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 18 11.3. ANNUAL CONTRACT SALES REPORT. Contractor shall provide to Enterprise Services a detailed annual Contract sales report. Such report shall include, at a minimum, the following: The Goods and/or Services sold (including, as applicable, item number or other identifier); Per unit quantities sold; Items and volumes purchased by Purchaser; Shipment/delivery locations by Purchaser; and Contract price. This report must be provided in an electronic format that can be read by Microsoft (MS) Excel. Such report is due within thirty (30) calendar days of the annual anniversary of the effective date of this Contract. 12. RECORDS RETENTION & AUDITS. 12.1. RECORDS RETENTION. Contractor shall maintain books, records, documents, and other evidence pertaining to this Contract and orders placed by Purchasers under it to the extent and in such detail as shall adequately reflect contract performance and administration of purchases, payments, taxes, and fees. Contractor shall retain such records for a period of six (6) years following expiration or termination of this Contract or final payment for any order placed by a Purchaser against this Contract, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved. 12.2. AUDIT. Enterprise Services reserves the right to audit, or have a designated third-party audit, applicable records to ensure that Contractor properly has invoiced Purchasers and that Contractor has paid all applicable vendor management fees to Enterprise Services. Accordingly, Contractor shall permit Enterprise Services, any Purchaser, and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor’s books, documents, papers and records directly pertinent to this Contract or Purchase Orders placed by a Purchaser under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of six (6) years following expiration or termination of this Contract or final payment for any order placed by a Purchaser against this Contract, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved. 12.3. OVERPAYMENT OF PURCHASES OR UNDERPAYMENT OF FEES. Without limiting any other remedy available to any Purchaser, Contractor shall (a) reimburse Purchasers for any overpayments inconsistent with the terms of this Contract or Purchase Orders placed thereunder, at a rate of 125% of any such overpayments, found as a result of the examination of Contractor’s records; and (b) reimburse Enterprise Services for any underpayment of vendor management fees, at a rate of 125% of such fees found as a result of the examination of Contractor’s records (e.g., if Contractor underpays the Vendor Management Fee by $500, Contractor would be required to pay to Enterprise Services $500 x 1.25 = $625); Provided, however, that, in the event Contractor timely discovers and corrects any Purchaser overpayment or Contractor underpayment of vendor management fees and does so prior to the initiation of any audit, Contractor shall be entitled to reimburse Purchaser or pay to Enterprise Services Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 19 the actual amount of such Purchaser overpayment or such underpayment of vendor management fees. 13. INSURANCE. 13.1. REQUIRED INSURANCE. Contractor, at its expense, shall maintain in full force and effect the insurance coverages set forth in Exhibit C – Insurance Requirements. All costs for insurance, including any payments of deductible amounts, shall be considered incidental to and included in the prices for Goods and/or Services and no additional payment shall be made to Contractor. 13.2. WORKERS COMPENSATION. Contractor shall comply with applicable workers compensation statutes and regulations (e.g., RCW Title 51, Industrial Insurance). If Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, Enterprise Services may terminate this Contract. This provision does not waive any of the Washington State Department of Labor and Industries (L&I) rights to collect from Contractor. If Contractor performs Services on Purchaser’s behalf in the State of Washington, and only to the extent of claims against Contractor by Purchaser under the Indemnity obligations in this Contract, Contractor expressly waives any immunity it may be granted under the Washington State Industrial Insurance Act, Title 51 RCW. Contractor’s indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable to or for any third party under workers’ compensation acts, disability benefit acts, or other employee benefit acts. The parties expressly acknowledge and certify that the waiver of immunity under Title 51 RCW was mutually negotiated and agreed upon. 14. CLAIMS. 14.1. ASSUMPTION OF RISKS; CLAIMS BETWEEN THE PARTIES. Contractor assumes sole responsibility and all risks of personal injury or property damage to itself and its employees and agents in connection with its operations under this Contract. Enterprise Services has made no representations regarding any factor affecting Contractor’s risks. Contractor shall pay for all damage to any Purchaser’s property resulting directly or indirectly from Contractor’s acts or omissions under this Contract. 14.2. THIRD-PARTY CLAIMS; GENERAL INDEMNITY. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold Enterprise Services and any Purchaser and their employees and agents harmless from and against all claims, demands, judgments, assessments, damages, penalties, fines, costs, liabilities, or losses including, without limitation, sums paid in settlement of claims, attorneys’ fees, consultant fees, and expert fees (collectively “Claims”) to the extent arising out of Contractor’s or its successors’, agents’, or subcontractors’ negligence, other tortious fault, or intentional misconduct under this Contract. The parties agree that if there are any limitations of Contractor’s liability, including a limitation of liability clause for anyone for whom the Contractor is responsible, such limitations of liability shall not apply to injuries to persons (including death), damages to property, data breach, and/or intellectual property infringement. Contractor shall take all steps needed to keep Purchaser’s property free of liens arising from Contractor’s activities, and promptly obtain or bond the release of any such liens that may be filed. 14.3. INTELLECTUAL PROPERTY INDEMNITY. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold Enterprise Services and any Purchaser and their employees and Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 20 agents harmless from against any and all Claims resulting from allegations of infringement of any patents, copyrights, trade secret, or similar intellectual property rights covering the Goods and/or Services provided, or the use of the Goods and/or Services under this Contract. If Purchaser’s use of Goods and/or Services provided by Contractor is enjoined based on an intellectual property infringement Claim, Contractor shall, at its own expense, either procure for Purchaser the right to continue using the Goods and/or Services or, after consulting with Purchaser and obtaining Purchaser’s consent, replace or modify the Goods and/or Services with substantially similar and functionally equivalent non-infringing Goods and/or Services. 15. DISPUTE RESOLUTION. The parties shall cooperate to resolve any dispute pertaining to this Contract efficiently, as timely as practicable, and at the lowest possible level with authority to resolve such dispute. If, however, a dispute persists and cannot be resolved, it may be escalated within each organization. In such situation, upon notice by either party, each party, within five (5) business days shall reduce its description of the dispute to writing and deliver it to the other party. The receiving party then shall have three (3) business days to review and respond in writing. In the event that the parties cannot then agree on a resolution of the dispute, the parties shall schedule a conference between the respective senior managers of each organization to attempt to resolve the dispute. In the event the parties cannot agree, either party may resort to court to resolve the dispute. 16. TERMINATION; EXPIRATION; SUSPENSION; & REMEDIES. 16.1. TERMINATION. This Contract may be terminated: (a) upon the mutual written agreement of the parties; (b) by the non-breaching party where the breach is not cured within thirty (30) calendar days after written notice of breach is delivered to the breaching party, unless a different time for cure is otherwise stated in this Contract; and (c) as otherwise expressly provided for in this Contract. This Contract shall terminate automatically and without further action if a party becomes insolvent or is placed in receivership, reorganization, liquidation, or bankruptcy. In addition to any other available remedies, the non-breaching party may terminate this Contract as provided in subsection (b) above without further liability by written notice to the breaching party. A termination for breach shall not affect rights or obligations accrued or owed before the effective date of the termination notice. 16.2. TERMINATION FOR NONAPPROPRIATION OR REDUCTION OF FUNDS OR CHANGES IN LAW. Enterprise Services may suspend or terminate this Contract and Purchasers may suspend or terminate applicable Purchase Orders, in whole or in part, at the sole discretion of Enterprise Services or, as applicable, Purchaser, if Enterprise Services or, as applicable, Purchaser reasonably determines that: (a) a change in Federal or State legislation or applicable laws materially affects the ability of either party to perform under the terms of this Contract or applicable Purchase Order; or (b) that a change in available funds affects Purchaser’s ability to pay under the applicable Purchase Order. A change of available funds as used in this section includes, but is not limited to a change in Federal or State funding, whether as a result of a legislative act or by order of the President or the Governor. If a written notice is delivered under this provision, Purchaser shall reimburse Contractor for Goods properly ordered and/or Services properly performed until the effective date of said notice. Except as stated in this provision, in the event of termination for nonappropriation or reduction of funds or changes in law, Purchaser shall have no obligation or liability to Contractor. 16.3. TERMINATION FOR PUBLIC CONVENIENCE. Enterprise Services, for public convenience, may terminate this Contract; Provided, however, that such termination for public convenience must, in Enterprise Services’ judgment, be in the best interest of the State of Washington; and Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 21 Provided further, that such termination for public convenience shall only be effective upon sixty (60) calendar days prior written notice; and Provided further, that such termination for public convenience shall not relieve any Purchaser from payment for Goods/Services already ordered as of the effective date of such notice. Except as stated in this provision, in the event of such termination for public convenience, neither Enterprise Services nor any Purchaser shall have any obligation or liability to Contractor. 16.4. PURCHASER OBLIGATIONS – EXPIRATION. Upon expiration of this Contract, Purchaser shall accept and take delivery of all outstanding and not yet fulfilled Purchase Orders and pay Contractor the price as set out in the Contract. Notwithstanding any provision to the contrary, in no event shall a Purchaser’s Purchase Order pursuant to this Contract that is executed prior to expiration of this Contract allow for Contractor to provide Goods and/or Services more than twelve (12) months beyond the expiration date of the Contract. 16.5. CONTRACTOR OBLIGATIONS – EXPIRATION OR TERMINATION. Upon expiration or termination of this Contract, Contractor shall: (a) continue to fulfill its warranty obligations with respect to any Goods and/or Services sold hereunder and all provisions of the Contract that, by their nature, would continue beyond the expiration, termination, or cancellation of the Contract shall so continue and survive; and (b) promptly return to Purchaser all keys, badges, and other materials supplied by Purchaser for the performance of any Purchase Order entered into pursuant to this Contract. 16.6. DEFAULT. Any of the following events shall constitute cause for Enterprise Services to declare Contractor in default of this Contract: (a) Contractor fails to perform or comply with any of the terms or conditions of this Contract; (b) Contractor fails to timely report quarterly contract sales; (c) Contractor fails to timely pay the vendor management fees when due; (d) Contractor fails to maintain the insurance coverages specified herein or timely provide to Enterprise Services the Certificate of Insurance and updates thereto specified herein; or (e) Contractor breaches any representation or warranty provided herein. 16.7. SUSPENSION & TERMINATION FOR DEFAULT. Enterprise Services may suspend Contractor’s operations under this Contract immediately by written cure notice of any default. Suspension shall continue until the default is remedied to Enterprise Services’ reasonable satisfaction; Provided, however, that, if after thirty (30) calendar days from such a suspension notice, Contractor remains in default, Enterprise Services may terminate Contractor’s rights under this Contract. All of Contractor’s obligations to Enterprise Services and Purchasers survive termination of Contractor’s rights under this Contract, until such obligations have been fulfilled. 16.8. REMEDIES FOR DEFAULT. (a) Enterprise Services’ rights to suspend and terminate Contractor’s rights under this Contract are in addition to all other available remedies. (b) In the event of termination for default, Enterprise Services may exercise any remedy provided by law including, without limitation, the right to procure for all Purchasers replacement Goods and/or Services. In such event, Contractor Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 22 shall be liable to Enterprise Services for damages as authorized by law including, but not limited to, any price difference between the Contract price and the replacement or cover price as well as any administrative and/or transaction costs directly related to such replacement procurement – e.g., the cost of the competitive procurement. 16.9. LIMITATION ON DAMAGES. Notwithstanding any provision to the contrary, the parties agree that in no event shall any party or Purchaser be liable to the other for exemplary or punitive damages; Provided, however, that nothing contained in this Section shall in any way exclude or limit: (a) a party’s liability for all damages arising out of that party’s intentional acts or omissions; (b) the operation of any Goods or Services warranty provided in this Contract; or (c) damages subject to the Intellectual Property Indemnity section of this Contract. Any limitation of either party’s obligations under this Contract, by delivery slips or other documentation is void. 16.10. SUSPENSION/TERMINATION PROCEDURE. Regardless of basis, in the event of suspension or termination (in full or in part), the parties shall cooperate to ensure an orderly and efficient suspension or termination. Accordingly, Contractor shall deliver to Purchasers all Goods and/or Services that are complete (or with approval from Enterprise Services, substantially complete) and Purchasers shall inspect, accept, and pay for the same in accordance with this Contract and the applicable Purchase Order. Unless directed by Enterprise Services to the contrary, Contractor shall not process any orders after notice of suspension or termination inconsistent therewith. 17. PURCHASE ORDER TERMINATION. Purchaser Orders between Eligible Purchasers and Contractor may be terminated as follows: (a) Upon the mutual written agreement of the parties to the Purchase Order; (b) By the non-breaching party where the breach of the Purchase Order is not cured within thirty (30) calendar days after written notice of breach is delivered to the breaching party, unless a different time for cure is otherwise stated in the applicable Purchase Order; or (c) As otherwise expressly provided for in the applicable Purchase Order. Purchase Orders shall terminate automatically and without further action if a party becomes insolvent or is placed in receivership, reorganization, liquidation, or bankruptcy. In addition to any other available remedies, the non-breaching party may terminate the Purchase Order as provided in subsection (b) above without further liability by written notice to the breaching party. A termination for breach shall not affect rights or obligations accrued or owed before the effective date of the termination notice. 18. PUBLIC INFORMATION & PUBLIC RECORDS DISCLOSURE REQUESTS. 18.1. WASHINGTON’S PUBLIC RECORDS ACT. Unless statutorily exempt from public disclosure, this Contract and all related records are subject to public disclosure as required by Washington’s Public Records Act, RCW 42.56. 18.2. CONTRACTOR OBLIGATION. Contractor shall identify and mark the precise portion(s) of the relevant page(s) of any records provided to Enterprise Services that Contractor believes are statutorily exempt from disclosure and identify the precise statutory basis for exemption from disclosure. In addition, if, in Contractor’s judgment, certain portions of such records are not Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 23 statutorily exempt from disclosure but are sensitive because particular portions of Contractor’s records (NOT including pricing) include highly confidential, proprietary, or trade secret information (or the equivalent) that Contractor protects through the regular use of confidentiality or similar agreements and routine enforcements through court enforcement actions, Contractor shall identify and mark the precise portion(s) of the relevant page(s) of any records that include such sensitive information. 18.3. ENTERPRISE SERVICES’ OBLIGATION. In the event that Enterprise Services receives a public records disclosure request pertaining to records that Contractor has submitted and marked either as (a) statutorily exempt from disclosure; or (b) sensitive, Enterprise Services, prior to disclosure, shall do the following: Enterprise Services’ Public Records Officer shall review any records marked by Contractor as statutorily exempt from disclosure. In those situations, where the designation comports with the stated statutory exemption from disclosure, Enterprise Services shall redact or withhold the record(s) as appropriate. For records marked ‘sensitive’ or for records where Enterprise Services determines that no statutory exemption to disclosure applies or is unable to determine whether the stated statutory exemption to disclosure properly applies, Enterprise Services shall notify Contractor, at the address provided in the Contract, of the public records disclosure request and identify the date that Enterprise Services intends to release the record(s) (including records marked ‘sensitive’ or exempt from disclosure) to the requester unless Contractor, at Contractor’s sole expense, timely obtains a court order enjoining Enterprise Services from such disclosure. In the event Contractor fails to timely file a motion for a court order enjoining such disclosure, Enterprise Services shall release the requested record(s) on the date specified. Contractor’s failure properly to identify exempted or sensitive information or timely respond after notice of request for public disclosure has been given shall be deemed a waiver by Contractor of any claim that such records are exempt or protected from public disclosure. 19. GENERAL PROVISIONS. 19.1. TIME IS OF THE ESSENCE. Time is of the essence for each and every provision of this Contract. 19.2. COMPLIANCE WITH LAW. Contractor shall comply with all applicable law. Contractor shall obtain all necessary permits and approvals and give all stipulations, certifications, and representations that may be required for it to perform this Contract. 19.3. NONDISCRIMINATION. (a) Nondiscrimination Requirement. During the term of this Contract, Contractor, including any subcontractor, shall not discriminate on the bases enumerated at RCW 49.60.530(3). In addition, Contractor, including any subcontractor, shall give written notice of this nondiscrimination requirement to any labor organizations with which Contractor, or subcontractor, has a collective bargaining or other agreement. (b) Obligation to Cooperate. Contractor, including any subcontractor, shall cooperate and comply with any Washington state agency investigation regarding any allegation that Contractor, including any subcontractor, has engaged in discrimination prohibited by this Contract pursuant to RCW 49.60.530(3). (c) Default. Notwithstanding any provision to the contrary, Enterprise Services may suspend Contractor, including any subcontractor, upon notice of a Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 24 failure to participate and cooperate with any state agency investigation into alleged discrimination prohibited by this Contract, pursuant to RCW 49.60.530(3). Any such suspension will remain in place until Enterprise Services receives notification that Contractor, including any subcontractor, is cooperating with the investigating state agency. In the event Contractor, or subcontractor, is determined to have engaged in discrimination identified at RCW 49.60.530(3), Enterprise Services may terminate this Contract in whole or in part, and Contractor, subcontractor, or both, may be referred for debarment as provided in RCW 39.26.200. Contractor or subcontractor may be given a reasonable time in which to cure this noncompliance, including implementing conditions consistent with any court-ordered injunctive relief or settlement agreement. (d) Remedies for Breach. Notwithstanding any provision to the contrary, in the event of Contract termination or suspension for engaging in discrimination, Contractor, subcontractor, or both, shall be liable for contract damages as authorized by law including, but not limited to, any cost difference between this Contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, which damages are distinct from any penalties imposed under Chapter 49.60, RCW. Enterprise Services and/or Purchasers shall have the right to deduct from any monies due to Contractor or subcontractor, or that thereafter become due, an amount for damages Contractor or subcontractor will owe Enterprise Services and/or Purchasers for default under this provision. 19.4. ENTIRE AGREEMENT. This Contract constitutes the entire agreement and understanding of the parties with respect to the subject matter and supersedes all prior negotiations, representations, and understandings between them. There are no representations or understandings of any kind not set forth herein. 19.5. AMENDMENT OR MODIFICATION. Except as set forth herein, this Contract may not be amended or modified except in writing and signed by a duly authorized representative of each party. 19.6. AUTHORITY. Each party to this Contract, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Contract and that its execution, delivery, and performance of this Contract has been fully authorized and approved, and that no further approvals or consents are required to bind such party. 19.7. NO AGENCY. The parties agree that no agency, partnership, or joint venture of any kind shall be or is intended to be created by or under this Contract. Neither party is an agent of the other party nor authorized to obligate it. 19.8. INDEPENDENT CONTRACTOR. The parties intend that an independent contractor relationship is created by this Contract. Contractor and its employees or agents performing under this Contract are not employees or agents of Enterprise Services. Contractor shall not have authorization, express or implied, to bind Enterprise Services to any agreement, liability, or understanding, except as expressly set forth herein. Contractor and its employees and agents are not entitled to unemployment insurance or worker’s compensation benefits through Enterprise Services or the State of Washington and Enterprise Services and the State of Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 25 Washington shall not pay for or otherwise provide such coverage for Contractor and its employees and agents. 19.9. ASSIGNMENT. Contractor may not assign its rights under this Contract without Enterprise Services’ prior written consent and Enterprise Services may consider any attempted assignment without such consent to be void; Provided, however, that, if Contractor (a) provides written notice to Enterprise Services within thirty (30) calendar days of such event and (b) timely executes Enterprise Services’ Assignment, Assumption, and Consent Agreement, Contractor may assign its rights under this Contract in full to any parent, subsidiary, or affiliate of Contractor that controls or is controlled by or under common control with Contractor, is merged or consolidated with Contractor, or purchases a majority or controlling interest in the ownership or assets of Contractor. Unless otherwise agreed, Contractor guarantees prompt performance of all obligations under this Contract notwithstanding any prior assignment of its rights. 19.10. BINDING EFFECT; SUCCESSORS & ASSIGNS. This Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 19.11. ASSIGNMENT OF ANTITRUST RIGHTS REGARDING PURCHASED GOODS AND/OR SERVICES. Contractor irrevocably assigns to Enterprise Services, on behalf of the State of Washington, any claim for relief or cause of action which Contractor now has or which may accrue to Contractor in the future by reason of any violation of state or federal antitrust laws in connection with any Goods and/or Services provided in Washington for the purpose of carrying out Contractor’s obligations under this Contract, including, at Enterprise Services' option, the right to control any such litigation on such claim for relief or cause of action. 19.12. FEDERAL FUNDS. To the extent that any Purchaser uses federal funds to purchase Goods and/or Services pursuant to this Contract, such Purchaser shall specify, with its Purchase Order, any applicable requirement or certification that must be satisfied by Contractor at the time the Purchase Order is placed or upon delivery of such Goods and/or Services to Purchaser. 19.13. SEVERABILITY. If any provision of this Contract is held to be invalid or unenforceable, such provision shall not affect or invalidate the remainder of this Contract, and to this end the provisions of this Contract are declared to be severable. If such invalidity becomes known or apparent to the parties, the parties agree to negotiate promptly in good faith in an attempt to amend such provision as nearly as possible to be consistent with the intent of this Contract. 19.14. WAIVER. Failure of either party to insist upon the strict performance of any of the terms and conditions hereof, or failure to exercise any rights or remedies provided herein or by law, or to notify the other party in the event of breach, shall not release the other party of any of its obligations under this Contract, nor shall any purported oral modification or rescission of this Contract by either party operate as a waiver of any of the terms hereof. No waiver by either party of any breach, default, or violation of any term, warranty, representation, contract, covenant, right, condition, or provision hereof shall constitute waiver of any subsequent breach, default, or violation of the same or other term, warranty, representation, contract, covenant, right, condition, or provision. 19.15. SURVIVAL. All representations, warranties, covenants, agreements, and indemnities set forth in or otherwise made pursuant to this Contract shall survive and remain in effect following the expiration or termination of this Contract, Provided, however, that nothing herein is intended to extend the survival beyond any applicable statute of limitations periods. Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 26 19.16. GOVERNING LAW. The validity, construction, performance, and enforcement of this Contract shall be governed by and construed in accordance with the laws of the State of Washington, without regard to any choice of law principles that would provide for the application of the laws of another jurisdiction. 19.17. JURISDICTION & VENUE. In the event that any action is brought to enforce any provision of this Contract, the parties agree to exclusive jurisdiction in Thurston County Superior Court for the State of Washington and agree that in any such action venue shall lie exclusively at Olympia, Washington. 19.18. ATTORNEYS’ FEES. In the event of litigation or other action brought to enforce this Contract, each party shall bear its own attorneys’ fees and costs. 19.19. FAIR CONSTRUCTION & INTERPRETATION. The provisions of this Contract shall be construed as a whole according to their common meaning and not strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this Contract. Each party hereto and its counsel has reviewed and revised this Contract and agrees that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be construed in the interpretation of this Contract. Each term and provision of this Contract to be performed by either party shall be construed to be both a covenant and a condition. 19.20. FURTHER ASSURANCES. In addition to the actions specifically mentioned in this Contract, the parties shall each do whatever may reasonably be necessary to accomplish the transactions contemplated in this Contract including, without limitation, executing any additional documents reasonably necessary to effectuate the provisions and purposes of this Contract. 19.21. EXHIBITS. All exhibits referred to herein are deemed to be incorporated in this Contract in their entirety. 19.22. CAPTIONS & HEADINGS. The captions and headings in this Contract are for convenience only and are not intended to, and shall not be construed to, limit, enlarge, or affect the scope or intent of this Contract nor the meaning of any provisions hereof. 19.23. ELECTRONIC SIGNATURES. An electronic signature or electronic record of this Contract or any other ancillary agreement shall be deemed to have the same legal effect as delivery of an original executed copy of this Contract or such other ancillary agreement for all purposes. Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION,SUPPRESSION,AND INSPECTION SERVICES (Rev.2023-12-12) 27 19.24. COUNTERPARTS. This Contract may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Contract at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Contract. EXECUTED asof the date and year first above written. STATE OF WASHINGTON Department of EnterpriseServices CONVERGINT TECHNOLOGIES,LLC an Illinois LimitedLiabilityCompany By: Kim Kirkland By: Type Name Its: IT Procurement Supervisor Its: Title Jul 16, 2024 Gary Googins Date: 2024.07.12 12:19:41Date:Dateate 2 Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 28 EXHIBIT A INCLUDED GOODS/SERVICES 2. FIRE SPRINKLERS INSPECTION, TESTING, MAINTENANCE, & REPAIR NFPA 25: Standard for the Inspection, Testing and Maintenance of Water-Based Fire Protection Systems Inspection and testing of fire sprinkler systems including but not limited to pre- action sprinkler systems, fire pumps, standpipes, and sprinkler backflow prevention systems performed as needed in accordance with local, state, and federal codes in addition to current NFPA standards. Reports to be provided with inspection results, and include recommendations for any corrective actions, where needed. All inspections must be conducted by certified fire detection and alarm inspection technicians. Purchaser can choose to schedule one inspection at a time, quarterly, or annually. If the awarded Contractor is taking too long to complete the repair after inspection, Purchaser may terminate and use another awarded Contractor. Awarded Contractor must begin repairs within 10 days of notifying Purchaser, upon Purchaser approval. 4. FIRE ALARM SYSTEMS INSPECTION, TESTING, MAINTENANCE, & REPAIR* NFPA 72 National Fire Alarm and Signaling Code Inspection and testing of fire alarm systems as needed in accordance with local, state, and federal codes in addition to current NFPA standards. All inspections must be conducted by certified fire detection and alarm inspection technicians. Reports to be provided with inspection results, and include recommendations for any corrective actions, where needed. 5. FIRE ALARM SYSTEMS MONITORING* Provide a 24-hour, 7 day per week UL listed station for monitoring alarm systems, including providing backup communication using a radio or cellular service. 7. SPECIAL HAZARD FIRE SUPPRESSION SYSTEMS* Designed for specific environments where traditional water-based sprinklers may be impractical or hazardous. These systems protect high-value assets, sensitive equipment, and critical business processes without causing water damage. Inspection and testing of special hazard fire suppression systems performed as needed in accordance with local, state, and federal codes in addition to current NFPA standards. Reports to be provided with inspection results, and include recommendations for any corrective actions, where needed. All inspections must be conducted by certified fire detection and alarm inspection technicians. Reports to be provided with inspection results, and include recommendations for any corrective actions, where needed. 8. KITCHEN HOOD SUPPRESSION INSPECTION, TESTING, MAINTENANCE, & REPAIR* NFPA 96: Standard for Ventilation control and Fire Protection of Commercial Cooking Operations Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 29 Inspection and testing of kitchen hood fire suppression systems performed as needed in accordance with local, state, and federal codes in addition to current NFPA standards. All inspections must be conducted by certified fire detection and alarm inspection technicians. Reports to be provided with inspection results, and include recommendations for any corrective actions, where needed. 9. KITCHEN HOOD CLEANING Periodic cleaning of kitchen hood systems to maintain a safe, functional, and compliant kitchen. Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 30 Exhibit B PRICES FOR GOODS/SERVICES Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 31 EXHIBIT C INSURANCE REQUIREMENTS 1. INSURANCE OBLIGATION. During the term of this Contract, Contractor shall possess and maintain in full force and effect, at Contractor’s sole expense, the following insurance coverages: a. COMMERCIAL GENERAL LIABILITY INSURANCE. Commercial general liability insurance (and, if necessary, commercial umbrella liability insurance) covering bodily injury, property damage, products/completed operations, personal injury, and advertising injury liability on an ‘occurrence form’ that shall be no less comprehensive and no more restrictive than the coverage provided by Insurance Services Office (ISO) under the most recent version of form CG 00 01 in the amount of not less than $2,000,000 per occurrence and $4,000,000 general aggregate. This coverage shall include blanket contractual liability coverage. This coverage shall include a cross-liability clause or separation of insured condition. b. WORKERS’ COMPENSATION INSURANCE. Contractor shall comply with applicable Workers’ Compensation or Industrial Accident insurance providing benefits as required by law. c. EMPLOYERS’ LIABILITY (STOP GAP) INSURANCE. Employers’ liability insurance (and, if necessary, commercial umbrella liability insurance) with limits not less than $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for bodily injury by disease, and $1,000,000 bodily injury by disease policy limit. d. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE. Commercial automobile liability insurance covering the ownership, maintenance, and/or use of all owned/leased, non-owned, and hired vehicles used in the performance of the Contract, with limits of not less than $1,000,000 per accident, combined single limit for bodily injury and property damage liability. Coverage shall be provided on Insurance Services Office (ISO) form number CA 0001 or an equivalent. The required limits can be satisfied by any combination of primary, umbrella, or excess policy. e. PROFESSIONAL LIABILITY (ERRORS & OMISSIONS) INSURANCE. When applicable. Professional liability insurance in the amount of not less than $1,000,000 combined single limit per occurrence or claim, $2,000,000 general annual aggregate for malpractice or errors and omissions coverage against liability for damages because of personal injury, bodily injury, death, or damage to property, including the loss of use thereof, and damages because of negligent acts, errors, and omissions in any way related to this Contract. The policy shall have an extended reporting period of not less than five (5) years after completion. The insurance coverage limits set forth above may be satisfied by any combination of primary, umbrella, or excess policy. Coverage in the amounts of these limits, however, shall not be construed to relieve Contractor from liability in excess of such limits. Contractor waives all rights against the State of Washington for the recovery of damages to the extent such damages are covered by any insurance required herein. Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 32 2. INSURANCE CARRIER RATING. Coverages provided by Contractor must be underwritten by an insurance company deemed acceptable to the State of Washington’s Office of Risk Management. Insurance coverage shall be provided by companies authorized to do business within the State of Washington and rated A- Class VII or better in the most recently published edition of Best’s Insurance Rating. Enterprise Services reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating. 3. ADDITIONAL INSURED. When specified as a required insurance coverage (see § 1 – Insurance Obligation, above) Commercial General Liability, Commercial Automobile Liability, and Pollution Liability Insurance shall include the State of Washington and all authorized Purchasers (and their agents, officers, and employees) as Additional Insureds evidenced by copy of the Additional Insured Endorsement attached to the Certificate of Insurance on such insurance policies. 4. CERTIFICATE OF INSURANCE. Prior to execution of the Contract, Contractor shall furnish to Enterprise Services, as evidence of the insurance coverage required by this Contract, a certificate of insurance satisfactory to Enterprise Services that insurance, in the above-stated kinds and minimum amounts, has been secured. In addition, no less than ten (10) calendar days prior to coverage expiration, Contractor shall furnish to Enterprise Services an updated or renewed certificate of insurance, satisfactory to Enterprise Services, that insurance, in the above-stated kinds and minimum amounts, has been secured. Failure to maintain or provide proof of insurance, as required, shall result in Contractor suspension and/or contract termination. All policies and certificates of insurance shall include the Contract number stated on the cover of this Contract. All certificates of Insurance and any related insurance documents shall be sent via email to Enterprise Services at the email address as set forth below: Email: DESContractsTeamApple@des.wa.gov Note: The Email Subject line must state: Contract Insurance Certificate – Contract No. 27323 –Fire Detection, Suppression, and Inspection Services 5. PRIMARY COVERAGE. Contractor’s insurance shall apply as primary and shall not seek contribution from any insurance or self-insurance maintained by, or provided to, the additional insureds listed above including, at a minimum, the State of Washington and/or any Purchaser. All insurance or self-insurance of the State of Washington and/or Purchasers shall be excess of any insurance provided by Contractor or subcontractors. 6. SUBCONTRACTORS. Contractor shall include all subcontractors as insureds under all required insurance policies. Alternatively, prior to utilizing any subcontractor, Contractor shall cause any such subcontractor to provide insurance that complies with all applicable requirements of the insurance set forth herein and shall furnish separate Certificates of Insurance and endorsements for each subcontractor to Enterprise Services. Each subcontractor must comply fully with all insurance requirements stated herein. Failure of any subcontractor to comply with insurance requirements does not limit Contractor’s liability or responsibility. 7. WAIVER OF SUBROGATION. Contractor waives all rights of subrogation against the State of Washington and any Purchaser for the recovery of damages to the extent such damages are or would be covered by the insurance specified herein. Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES (Rev. 2023-12-12) 33 8. NOTICE OF CHANGE OR CANCELLATION. There shall be no cancellation, material change, exhaustion of aggregate limits, or intent not to renew insurance coverage, either in whole or in part, without at least sixty (60) calendar days prior written Legal Notice by Contractor to Enterprise Services. Failure to provide such notice, as required, shall constitute default by Contractor. Any such written notice shall include the Contract number stated on the cover of this Contract. 9. EXTENDED REPORTING PERIOD. If any required insurance coverage is on a claims-made basis (rather than occurrence), Contractor shall maintain such coverage for a period of no less than three (3) years following expiration or termination of the Contract. * * * END OF INSURANCE REQUIREMENTS * * * Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 WA DES - 2024_GG Signed Final Audit Report 2024-07-16 "WA DES - 2024_GG Signed" History Document digitally presigned by Gary Googins (gary.googins@convergint.com) 2024-07-12 - 7:19:41 PM GMT Document created by Sarah Smith (sarah.smith@des.wa.gov) 2024-07-16 - 3:29:03 PM GMT Document emailed to Kim Kirkland (Kim.Kirkland@des.wa.gov) for signature 2024-07-16 - 3:29:56 PM GMT Email viewed by Kim Kirkland (Kim.Kirkland@des.wa.gov) 2024-07-16 - 3:33:00 PM GMT Document e-signed by Kim Kirkland (Kim.Kirkland@des.wa.gov) Signature Date: 2024-07-16 - 3:33:51 PM GMT - Time Source: server Agreement completed. 2024-07-16 - 3:33:51 PM GMT Created:2024-07-16 By: Status: Transaction ID: Sarah Smith (sarah.smith@des.wa.gov) Signed CBJCHBCAABAAzTQ1NGfNXsD7Er2wipD71hBR3mjABauJ Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 - AMENDMENT NO. 1 (Rev. 2024-08-15) Page 1 State of Washington Contracts & Procurement Division Department of Enterprise Services P.O. Box 41411 Olympia, WA 98504-1411 CONTRACT AMENDMENT Contract No.: 27323 CONVERGINT TECHNOLOGIES, LLC Amendment No.: First 3546 LOCUST AVE W suite 100 Effective Date: October 1, 2024 Tacoma, WA 98466 FIRST AMENDMENT TO CONTRACT NO. 27323 FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES This First Amendment (“Amendment”) to Contract No. 27323 is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency (“Enterprise Services”) and CONVERGINT TECHNOLOGIES, LLC, a Illinois Limited Liability Company (“Contractor”) and is dated as of October 01, 2024. R E C I T A L S A. Enterprise Services and Contractor (collectively the “Parties”) entered into that certain Contract No. 27323 dated effective as of 7/1/2024(“Contract”). B. The Parties now desire to amend the Contract to include a ‘pay equality provision’ as required by the Washington State Legislature. See LAWS OF 2023, ch. 475, § 919(4). C. The amendment set forth herein is within the scope of the Contract. A G R E E M E N T NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties hereby agree to amend the Contract as follows: 1. PAY EQUALITY. The following provision is added to the end of section 4 (Contractor Representations and Warranties) as a new subsection: 4.17 WASHINGTON STATE PAY EQUALITY FOR ‘SIMILARLY EMPLOYED’ INDIVIDUALS. Contractor represents and warrants that, among Contractor’s employees, ‘similarly employed’ individuals are compensated as equals. For purposes of this provision, employees are similarly employed if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed. Contractor may allow differentials in compensation for Contractor’s workers based in good faith on any of the following: a seniority system; a merit system; a system that Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO. 27323 - AMENDMENT NO. 1 (Rev. 2024-08-15) Page 2 measures earnings by quantity or quality of production; a bona fide job-related factor or factors; or a bona fide regional difference in compensation levels. A bona fide job-related factor or factors may include, but is not limited to, education, training, or experience that is: consistent with business necessity; not based on or derived from a gender-based differential; and accounts for the entire differential. A bona fide regional difference in compensation level must be consistent with business necessity; not based on or derived from a gender-based differential; and account for the entire differential. Notwithstanding any provision to the contrary, upon breach of warranty and Contractor’s failure to provide satisfactory evidence of compliance within thirty (30) days, Enterprise Services may suspend or terminate this Contract and any Purchaser hereunder similarly may suspend or terminate its use of the Contract and/or any agreement entered into pursuant to this Contract. 2. NO CHANGE OTHER THAN AMENDMENT. Except as amended herein, the Contract is unaffected and remains in full force and effect. 3. INTEGRATED AGREEMENT; MODIFICATION. This Amendment constitutes the entire agreement and understanding of the Parties with respect to the subject matter and supersedes all prior negotiations and representations. In the event of any conflict between this Amendment and the Contract or any earlier amendment, this Amendment shall control and govern. This Amendment may not be modified except in writing signed by the Parties. 4. AUTHORITY. Each party to this Amendment, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Amendment and that its execution, delivery, and performance of this Amendment has been fully authorized and approved, and that no further approvals or consents are required to bind such party. 5. ELECTRONIC SIGNATURES. An electronic signature or electronic record of this Amendment or any other ancillary agreement shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment or such other ancillary agreement for all purposes. 6. COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Amendment at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Amendment. Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CONTRACT NO.27323-AMENDMENT NO.1 (Rev. 2024-08-15) Page3 EXECUTEDAND EFFECTIVE asofthe dayand date firstabovewritten. CONVERGINT TECHNOLOGIES, LLC, A ILLINOIS LIMITED LIABILITY COMPANY Digitally signed by Gary Googins Date: 2024.09.23 11:15:15 STATE OF WASHINGTON DEPARTMENTOF ENTERPRISE SERVICES By: Name: Title: Date: -07'00'By: Name: Kim Kirkland Title: IT Procurement Supervisor Date: Gary Googins RTMENT OF ENTERPRISE SERVICES 10/14/2024 Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 Convergint 450 Shattuck Avenue S, Suite 100 Renton, Washington 98057 Phone (425) 272-2250 Fax (425) 251-0949 www.convergint.com Date: November 5, 2025 To: From: John Deutschmann FIRE ALARM & SAFETY john.deutschmann@convergint.com 425.264.9359 253.320.4544 Quotation #: JD01874539P Phone #: Email: Project: AJC - Fire Alarm Panel Replacement Pricing per DES #24223 Contract We are pleased to provide this proposal for your consideration. All equipment is warranted for ONE (1) year unless otherwise specified, against all defects in material and workmanship. This quotation is firm for SIXTY (60) days and price is based upon delivery of equipment within THREE (3) months. Convergint terms are net-30 based on monthly progress billings unless specified otherwise. Please note a minimum 15% project implementation invoice will be sent upon project booking. This covers admin contract execution, PM booking process, contract drawings submitted to design. This invoice may be adjusted if equipment is released at booking. Mobilization will be invoiced separately as project progresses. Fire Alarm Detection and Notification System Convergint has prepared this proposal to design, furnish, coordinate, install, and commission a fire alarm panel and annunciator (2) replacement for the above referenced project. This proposal includes the necessary equipment as required to provide a one for one panel and annunciator replacement while reusing all existing peripheral field devices, to include all manners of detection, control and monitoring modules, and field notification devices and power supplies. Pricing is based on the following clarifications: 1. Pricing is based on a one for one replacements of the main fire alarm panel and remote annunciators tied to the panel, in their current location only. Additional field devices (if required) by the local AHJ will incur increased costs. FIRE ALARM QUOTATION/ PROPOSAL Scope of Work EXHIBIT BDocusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 2. AHJ confirmation has been received approving our proposed approach. 3. Testing will require complete unincumbered access to all field devices. Delays incurred due to lack of access will incur increased labor costs. 4. Design parameters have been submitted and approved by the local AHJ. Pricing includes all new equipment. Pricing includes the following: 1. Material/Freight 2. Project management 3. Engineering/Cad 4. Field technician labor 5. System programming 6. Local AHJ permits for both electrical and low voltage fire alarm 7. Subcontractor Labor 8. Pre and final acceptance testing 9. Updated record drawings A complete set of redlined as-builts will be provided by Convergint at end of project completion. 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.Tariff costs ARE included in pricing to the date of this proposal.Moving forward, if such costs are incurred due to changes in tariffs, trade policies, supply chain disruptions, or other external factors beyond Convergint’s control, Convergint 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. Customers agreement to the change request will not be unreasonably withheld by Customer. The system proposed is a new EST4 analog addressable system manufactured by Edwards System Technology (EST) and will be installed to NFPA72 and current NEC requirements. The following checklist is intended to describe the major performance items being provided by Convergint for this project. This checklist is not intended to be a comprehensive list of all performance items. YES NO PERFORMANCE ITEM YES NO PERFORMANCE ITEM ☐Material (listed in the BOM)Wire ☐Freight (prepaid)Installation of Wire ☐Applicable Taxes (Not Included in Base Bid. Separate Line Item for Installation of Conduit, Boxes and Fittings Performance Matrix Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 Estimated Taxes Provided) FA Permit and Plan Review Fees Installation of Bridal Rings Electrical Installation Permit Mounting/ Termination of Proposed Devices ☐System Engineering Terminal Cabinets ☐Drawings Installation of Terminal Cabinets ☐System Programming Specialty Backboxes Where Applicable ☐Testing of all Proposed Devices Installation of Specialty Backboxes ☐One Year Warranty on Parts Installation of Control Equipment Enclosures ☐One Year Warranty on Labor Termination of Control Equipment Enclosures Owner Training ☐Patch and Paint ☐Record (as- built) Documentation ☐Firestopping (excluding existing penetrations) O&M Manuals 120VAC Power and Fused Disconnect Switch, if applicable. System Meets Plans/ Drawings ☐Correction of Wiring Faults Caused by Others System is Design- Build ☐Fire Watch ☐Meets limited project scope per page one narrative ☐Demo or relocation of existing devices (where applicable per separate layout provided) ☐☐ ☐☐ The following bill of materials in intended to describe the scope of work/equipment provided by Convergint for this project by identifying major device and panel quantities. This bill of material is not intended to be a comprehensive list of all fire alarm system parts, components or accessories. Line#Quantity Part Number Description Manufacturer 1 1.00 4-CABL0502 Cable, 4-LCD to 4-CPU or 4- ANNCPU for 3-CABxB and 4- 8ANN, 4-16ANN, 4-24ANN, Edwards Edwards 2 1.00 4-CAB8D Door Assembly, 8 Space, Edwards Bill of Material Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 Bronze, Edwards 3 1.00 3-CAB7B Backbox, 1 Chassis Space Edwards 4 1.00 4-CPU Central Processor Module, Edwards -- Fire panel network node count: 1 Edwards 5 1.00 3-CHAS7 Chassis Assembly Edwards 6 2.00 4-NET-TP SFP Network Controller, 2Mbps Shared TX/RX, Twisted Pair Edwards 7 1.00 4-PPS/M Primary Power Supply Edwards 8 1.00 3-SSDC2 Single Data Circuit Module Edwards 9 1.00 3-MODCOM Modem Communicator Edwards 10 1.00 4-LCDLE Display, Main LCD Module for 4- 8ANNMT, 4-16ANNMT, 4- 24ANNMT and 3-CABxB, Edwards Edwards 11 1.00 4-FWAL2 Firewall Module with DACT, Edwards Edwards 12 1.00 4-24L12S Control Display Module, 24 LED/12 Switch, Edwards Edwards 13 3.00 SIGA-CC1S SIGA-CC1 w/Strobe Sync Edwards 14 2.00 4-2ANNMT Annunciator Backbox, 2 Space, Black, Edwards Edwards 15 2.00 4-2ANN LCD Annunciator, Bronze, Edwards Edwards 16 1.00 DUALCOMN F-2 UNIVERSAL FIRE COMMUNICATOR, NETWORK, LTE AT&T/VERIZON DMP Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 This proposal is based upon the information provided to Convergint. Please carefully review this “Bid Qualification” section and verify any additional service and/ or equipment related to this proposal and the provision of a complete and operating system. Spec Section:NA Section Name(s):NA Drawing Date:NA Drawing Sheets:As-Builts Addendums:NA Schedule:TBD Other/ General: Bid Qualification Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 1. Electronic ACAD files shall be provided to Convergint for use in creating submittal drawings at no additional cost. 2. Proposal includes a new EST4 addressable fire alarm system including panels, devices (where applicable), engineering, programming, startup and testing as defined in the scope of work. 3. Proposal is provided in accordance with the attached Terms & Conditions. Project specific Terms & Conditions are subject to mutually agreeable negotiations. 4. Customer acknowledges that supply-chain and shipping difficulties may result in unavoidable delays in deliveries of materials despite timely placement of orders and efforts by Convergint and its suppliers to avoid such delays. Customer agrees to provide Convergint with reasonable extensions of time to the extent of any such delays and Convergint agrees to make reasonable efforts to avoid or minimize such delays. Customer further acknowledges that the above-referenced supply-chain and shipping difficulties may result in unanticipated increases to Convergint’s proposal pricing on products covered by this quote or any resulting agreement and that such increases may occur between the time this quote is provided, or any resulting contract is executed and the time when Convergint actually purchases the products covered by this quote or a resulting agreement. Customer agrees that it will pay any such increase in Convergint’s initial pricing of obtaining the products above the proposal pricing upon which the quote or agreement was based, by change order or otherwise, and Convergint agrees that it shall make commercially reasonable efforts to minimize any such increase. 1. Provision or installation of conduit, wire, boxes, fittings or other electrical installation materials unless specifically listed under Scope of Work, Inclusions, Performance Matrix, or Bill of Materials. 2. Provision and/or installation of fire/smoke dampers, smoke dampers, fire dampers, door holders, door hardware, elevator shunt trip, fire sprinkler systems, sprinkler monitoring switches and/or pre-action systems. 3. Provision or installation of telephone lines for monitoring of the fire alarm system. 4. Monthly fire alarm monitoring fees. 5. [Sales] Tax. 6. Mechanical updates or modifications. Mechanical drawings not available at time of pricing. 7. Additional scope above page 1 narrative. REVIEW IMPORTANT PRODUCT SAFETY AND SERVICE INFORMATION PRIOR TO USING A CONVERGINT-INSTALLED SOLUTION:See the “IMPORTANT PRODUCT SAFETY AND SERVICE INFORMATION” documentation, available at convergint.com/terms. Exclusions Clarifications and Alternates Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 Project Price AJC - Fire Alarm Panel Replacement CONVERGINT TOTAL PROJECT PRICE: $38,494.78 Please note a minimum 15% project implementation invoice will be sent upon project booking. This covers admin contract execution, PM booking process, contract drawings submitted to design. This invoice may be adjusted if equipment is released at booking. Mobilization will be invoiced separately as project progresses. Thank you for considering our proposal. If you have any questions or would like additional information, please don’t hesitate to contact me immediately. If you would like us to proceed with the scope of work as outlined in this proposal, please sign below to fax to (425) 251-0949. Sincerely, John Deutschmann John Deutschmann Fire Alarm & Life Safety By signing below, I accept this proposal and agree to the Terms and Conditions V1.12 dated June 2020 contained herein. CUSTOMER NAME DATE AUTHORIZED SIGNATURE PRINTED NAME / TITLE Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Willis Towers Watson Midwest, Inc. c/o 26 Century Blvd P.O. Box 305191 Nashville, TN 372305191 USA Convergint Technologies LLC #301 Location #301 2000 Center Drive, Suite #A315 Hoffman Estates, IL 60192 Project: Auburn Justice Center - Fire Panel Upgrade SEE ATTACHED City of Auburn 25 West Main St Auburn, WA 98001-4998 11/14/2025 1-877-945-7378 1-888-467-2378 certificates@wtwco.com ACE American Insurance Company 22667 Federal Insurance Company Indemnity Insurance Company of North Ameri 20281 43575 ACE Fire Underwriters Insurance Company 20702 Lexington Insurance Company 19437 W41800988 A 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 Y HDO G48924219 04/01/2025 04/01/2026 A 1,000,000 04/01/202604/01/2025ISAH10844009 B 10,000,000 Y 9365-25-78 04/01/2025 04/01/2026 10,000,000 WLR C73097319 C 1,000,000No04/01/2025 04/01/2026 1,000,000 1,000,000 A Workers Compensation & Employers Liability (AZ) E.L. Each AccidentWLR C73097356 04/01/2025 04/01/2026 E.L. Disease Pol Lmt Per Statute E.L. Disease EA Empl 420733128872323SR ID:BATCH: $1,000,000 $1,000,000 $1,000,000 WTW Certificate Center Page 1 of 2Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: Convergint Technologies LLC #301 Location #301 2000 Center Drive, Suite #A315 Hoffman Estates, IL 60192 The City is included as Additional Insureds as respects to General Liability as required by written contract. Umbrella/Excess Follows Form on Additional Insureds. It is further agreed that such insurance as is afforded shall be Primary and Non-Contributory as respects to General Liability and Auto Liability with any other insurance in force for or which may be purchased by Additional Insureds as required by written contract. INSURER AFFORDING COVERAGE: ACE Fire Underwriters Insurance Company NAIC#: 20702 POLICY NUMBER: SCF C73097393 EFF DATE: 04/01/2025 EXP DATE: 04/01/2026 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Workers Compensation - WI EL Each Accident $1,000,000 and Employers Liability EL Disease-Each Empl. $1,000,000 Per Statute EL Disease-Policy Lmt $1,000,000 INSURER AFFORDING COVERAGE: Lexington Insurance Company NAIC#: 19437 POLICY NUMBER: 015136526 EFF DATE: 04/01/2025 EXP DATE: 04/01/2026 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Professional Liability Each Claim $5,000,000 Aggregate $5,000,000 INSURER AFFORDING COVERAGE: Lexington Insurance Company NAIC#: 19437 POLICY NUMBER: 015136526 EFF DATE: 04/01/2025 EXP DATE: 04/01/2026 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Pollution Liability Per Occurrence $5,000,000 Non-Owned Disposal Sites Aggregate $5,000,000 22 Willis Towers Watson Midwest, Inc. See Page 1 See Page 1 See Page 1 See Page 1 25 Certificate of Liability Insurance W41800988CERT:4207331BATCH:28872323SR ID: Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 POLICY NUMBER: HDO G48924219 Endorsement Number:514 COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LIMITED PRODUCT WITHDRAWAL EXPENSE ENDORSEMENTADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATIONADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s)Location(s) Of Covered Operations any person or organization that you are required in a written contract or written agreement to include as an additional insured provided the "bodily injury" or "property damage" occurs subsequent to the execution of the written contract or agreement. various as required by written contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II –Who Is An Insured is amended to include as an additional insured the person(s)or organization(s)shown in the Schedule,but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s)at the location(s) designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement,the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement t o provide for such additional insured. B.With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1.All work,including materials,parts or equipment furnished in connection with such work,on the project (other than service, maintenance or repairs)to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed; or 2.That portion of "your work"out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C.With respect to the insurance afforded to these additional insureds,the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by acontractoragreement,the most we will pay on behalf of the additional insured is the amount of insurance: Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 Page 2 of 2 © Insurance Services Office, Inc., 2018 CG 20 10 12 19 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 CG 20 37 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations Any person or organization whom you have agreed to include as an additional insured under a written contract requiring CG2037 but no specific edition date, provided such contract was executed prior to the date of loss All locations where you perform work for such additional insured pursuant to any such written contract. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II –Who Is An Insured is amended to include as an additional insured the person(s)or organization(s)shown in the Schedule,but only with respect to liability for "bodily injury" or "property damage"caused,in whole or in part,by "your work"at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement,the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement t o provide for such additional insured. B.With respect to the insurance afforded to these additional insureds,the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement,the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. 1 POLICY NUMBER: HDO G48924219 Endorsement Number: 5 COMMERCIAL GENERAL LIABILITY CG 20 37 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES ORADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – COMPLETED OPERATIONSLIMITED PRODUCT WITHDRAWAL EXPENSE ENDORSEMENT CONTRACTORS – COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 1 ALL-32686 (01/11)Page 1 of 1 NOTICE TO OTHERS ENDORSEMENT – SCHEDULE NOTICE BY INSURED'S REPRESENTATIVENOTICE TO OTHERS ENDORSEMENT – SCHEDULE NOTICE BY INSURED'S REPRESENTATIVE Named Insured CONVERGINT TECHNOLOGIES LLC Endorsement Number 7 Policy Symbol HDO Effective Date of Endorsement Issued By (Name of Insurance Company) ACE American Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. A.If we cancel this Policy prior to its expiration date by notice to you or the first Named Insured for any reason other than nonpayment of premium, we will endeavor, as set out in this endorsement, to send written notice of cancellation, to the persons or organizations listed in the schedule that you or your representative create or maintain (the “Schedule”) by allowing your representative to send such notice to such persons or organizations. This notice will be in addition to our notice to you or the first Named Insured, and any other party whom we are required to notify by statute and in accordance with the cancellation provisions of the Policy. B.The notice referenced in this endorsement as provided by your representative is intended only to be a courtesy notification to the person(s) or organization(s) named in the Schedule in the event of a pending cancellation of coverage. We have no legal obligation of any kind to any such person(s) or organization(s). The failure to provide advance notification of cancellation to the person(s) or organization(s) shown in the Schedule will impose no obligation or liability of any kind upon us, our agents or representatives, will not extend any Policy cancellation date and will not negate any cancellation of the Policy. C.We are not responsible for verifying any information in any Schedule, nor are we responsible for any incorrect information that you or your representative may use. D.We will only be responsible for sending such notice to your representative, and your representative will in turn send the notice to the persons or organizations listed in the Schedule at least 30 days prior to the cancellation date applicable to the Policy. You will cooperate with us in providing the Schedule, or in causing your representative to provide the Schedule. E.This endorsement does not apply in the event that you cancel the Policy. All other terms and conditions of this Policy remain unchanged. Authorized Representative Policy Number G48924219 Policy Period 04/01/2025 TO 04/01/2026 Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 1 ALL-32686 (01/11)Page 1 of 1 NOTICE TO OTHERS ENDORSEMENT – SCHEDULE NOTICE BY INSURED'S REPRESENTATIVENOTICE TO OTHERS ENDORSEMENT – SCHEDULE NOTICE BY INSURED'S REPRESENTATIVE Named Insured CONVERGINT TECHNOLOGIES LLC Endorsement Number 1 Policy Symbol ISA Effective Date of Endorsement Issued By (Name of Insurance Company) ACE American Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. A.If we cancel this Policy prior to its expiration date by notice to you or the first Named Insured for any reason other than nonpayment of premium, we will endeavor, as set out in this endorsement, to send written notice of cancellation, to the persons or organizations listed in the schedule that you or your representative create or maintain (the “Schedule”) by allowing your representative to send such notice to such persons or organizations. This notice will be in addition to our notice to you or the first Named Insured, and any other party whom we are required to notify by statute and in accordance with the cancellation provisions of the Policy. B.The notice referenced in this endorsement as provided by your representative is intended only to be a courtesy notification to the person(s) or organization(s) named in the Schedule in the event of a pending cancellation of coverage. We have no legal obligation of any kind to any such person(s) or organization(s). The failure to provide advance notification of cancellation to the person(s) or organization(s) shown in the Schedule will impose no obligation or liability of any kind upon us, our agents or representatives, will not extend any Policy cancellation date and will not negate any cancellation of the Policy. C.We are not responsible for verifying any information in any Schedule, nor are we responsible for any incorrect information that you or your representative may use. D.We will only be responsible for sending such notice to your representative, and your representative will in turn send the notice to the persons or organizations listed in the Schedule at least 30 days prior to the cancellation date applicable to the Policy. You will cooperate with us in providing the Schedule, or in causing your representative to provide the Schedule. E.This endorsement does not apply in the event that you cancel the Policy. All other terms and conditions of this Policy remain unchanged. Authorized Representative Policy Number H10844009 Policy Period 04/01/2025 TO 04/01/2026 Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 Policy Period April 1,2025 To APRIL 1,2026 Policy Number 9365-25-78 Insured CONVERGINT TECHNOLOGIES LLC Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220 WC990369(01/11)Page 1of 1 Workers'CompensationandEmployers'LiabilityPolicy EndorsementNumberNamedInsured IssuedBy(NameofInsuranceCompany) Insertthepolicynumber.Theremainderoftheinformationistobecompletedonlywhenthisendorsementisissuedsubsequenttothepreparationofthepolicy. NOTICETOOTHERSENDORSEMENT–SCHEDULE NOTICEBYINSURED’SREPRESENTATIVE A.If we cancel this Policy prior to its expiration date by notice to you or the first Named insured for any reason other than nonpayment of premium, we will endeavor, as set out in this endorsement, to send written notice of cancellation, to the persons or organizations listed in the schedule that you or your representative create or maintain (the “Schedule”) by allowing your representative to send such notice to such persons or organizations. This notice will be in addition to our notice to you or the first Named Insured, and any other party whom we are required to notify by statute and in accordancewiththecancellationprovisionsofthePolicy. B.The notice referenced in this endorsement as provided by your representative is intended only to be a courtesy notification to the person(s) or organization(s) named in the Schedule in the event of a pending cancellation of coverage. We have no legal obligation of any kind to any such person(s) or organization(s). The failure to provide advance notification of cancellation to the person(s) or organization(s) shown in the Schedule will impose no obligation or liability of any kind upon us, our agents or representatives, will not extend any Policy cancellation date andwillnotnegateanycancellationofthePolicy. C.We are not responsible for verifying any information in any Schedule, nor are we responsible for any incorrect informationthatyouoryourrepresentativemayuse. D.We will only be responsible for sending such notice to your representative, and your representative will in turn send the notice to the persons or organizations listed in the Schedule at least 30 days prior to the cancellation date applicable to the Policy. You will cooperate with us in providing the Schedule, or in causing your representative to providetheSchedule. E.ThisendorsementdoesnotapplyintheeventthatyoucancelthePolicy. AllothertermsandconditionsofthisPolicyremainunchanged. AuthorizedRepresentative CONVERGINT TECHNOLOGIES LLC 1 COMMERCE DRIVE SCHAUMBURG IL 60173 INDEMNITY INS. CO. OF NORTH AMERICA PolicyNumber RSymbol:WL Number:C73097319 EffectiveDateofEndorsement 04-01-2025 PolicyPeriod 04-01-2025 TO 04-01-2026 Docusign Envelope ID: A218988F-EA0A-42DD-A93C-9670E7777220