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HomeMy WebLinkAboutP-23-488 and EUA Integrated Electronics.pdf CO,U County of Fresno INTERNAL SERVICES DEPARTMENT Facilities• Fleet• Graphics• Purchasing •Security•Technology O� 185�O ORES PROCUREMENT AGREEMENT Agreement Number P-23-488 September 15, 2023 Integrated Electronics 2576 N. Bundy Dr Fresno, CA 93727 The County of Fresno (County) hereby contracts with Integrated Electronics (Contractor)for the Purchase of Evolv Touchless Security Screening System in accordance with the text of this agreement and "Attachment A" by this reference made a part hereof. TERM: This Agreement shall become effective September 18, 2023 and shall remain in effect through September 17, 2027. MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County reserves the right to increase or decrease orders or quantities. CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment"A" attached, at the rates set forth in Attachment"A". ORDERS: Orders will be placed on an as-needed basis by the Internal Services Department- Security under this contract. PRICES: Prices shall be firm for the contract period. MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of One Hundred and Twenty-Three Thousand Eight Hundred and Thirty-Three Dollars and Thirty-Five Cents ($123,833.35). ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be delivered complete as specified. All orders placed before Agreement expiration shall be honored under the terms and conditions of this Agreement. DEFAULT: In case of default by Contractor, the County may procure the articles/services from another source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any other legal means available to the County. The prices paid by County shall be considered the prevailing market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not meet specifications, will be at the expense of Contractor. P-23-488 Integrated Electronics.docx INVOICING: An itemized invoice shall be sent to requesting County department in accordance with invoicing instructions included in each order referencing this Agreement. The Agreement number must appear on all shipping documents and invoices. Invoice terms shall be Net 45 Days. INVOICE TERMS: Net forty-five (45)days from the receipt of invoice. TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30)days written notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory services or supplies provided to the date of termination. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel engaged in service covered by this Agreement. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, documents, papers, data files and other records related to its performance under this contract. Such records shall be complete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the contract and for a period of at least three years following the County's final payment under the contract or until conclusion of any pending matter(e.g., litigation or audit), whichever is later. Such records must be retained in the manner described above until all pending matters are closed. LIABILITY: The Contractor agrees to: Pay all claims for damage to property in any manner arising from Contractor's operations under this Agreement. Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and employees from any and all claims for damage or other liability, including costs, expenses (including attorney's fees and costs), causes of action, claims or judgments resulting out of or in any way connected with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this Agreement, and from any and all costs and expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under this Agreement. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA)throughout the term of the Agreement: A. Commercial General Liability: Commercial General Liability Insurance with limits of not less than Two Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This policy shall be issued on a per occurrence basis. County may require specific coverage including completed operations, product liability, contractual liability, Explosion-Collapse- Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of the contract. B. Automobile Liability: Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto used in connection with this Agreement. C. Professional Liability: If Contractor employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. D. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the California Labor Code. P-23-488 Integrated Electronics.docx Additional Requirements Relating to Insurance: Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees shall be excess only and not contributing with insurance provided under Contractor's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to County. Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts paid by the policy of worker's compensation insurance required by this Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not Contractor obtains such an endorsement. Within Thirty(30) days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Internal Services Department 333 W. Pontiac Way, Clovis, CA 93612 or by email at isdcontracts@fresnocountyca.gov, stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self- insurance, maintained by County, its officers, agents and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty(30) days advance, written notice given to County. Certificates of Insurance are to include the contract number at the top of the first page. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,joint venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, County shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to County employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor shall be solely responsible and save County harmless from all matters relating to payment of Contractor's employees, including compliance with Social Security, withholding, and all other P-23-488 Integrated Electronics.docx regulations governing such matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to the County or to this Agreement. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party. AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1)the text of this Agreement (excluding Attachment"A") and (2)Attachment"A". GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2)a faxed version of an original handwritten signature; or(3)an electronically scanned and transmitted (for example by PDF document) of a handwritten signature. B. Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act(Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or USPS. Please refer any inquiries in this matter to Amber Nigam, Purchasing Analyst, at (59)600-7120 or anigam@fresnocountyca.gov. FOR THE COUNTY OFFRESNO ligGary Cnnuelle Gary Co rn U e I I e Datle:tally 2023.09.19sinedy14:18:21-07 00' Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GEC:AN P-23-488 Integrated Electronics.docx CONTRACTOR TO COMPLETE: Company: Integrated Electronics Type of Entity: ❑ Individual ❑ Limited Liability Company Q Sole Proprietorship ❑ Limited Liability Partnership 0 Corporation ❑ General Partnership 2576 N. Bundy Drive Fresno CA 93727 Address City State Zip (559) 458-7250 norm@ie-systems.com TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name & Title: Print Name &Title: Norm DImICk - President Signature: Signature: 7G��2GC�l�i ACCOUNTING USE ONLY ORG No.: 8970 Account No.: 7205 Requisition No.: 9702400008 (08/2022) P-23-488 Integrated Electronics.docx Attachment "A" OV IV INTEGRRTED E L E C T R O N I C S Fresno County-1 indoor single lane systems,4 years Fresno County Romeo Magbanua Quote • 1•4 1 149 1 Security& Parking Services Chief of • • • 4: months 1 619 Quote Created D. 8/28/2023 Fresno, CA 93721 rmagbanua@fresnocountVca.govQuote Expires: 1 1 Evolv -• Norm Dimick Title: Sales Executive Sales Executive mviIlanueva@evolvtechnology.com • • Annualized Amount Year 1 Year 2 Year 3 Year 4 $34,313.35 $29,840.00 $29,840.00 $29,840.00 Comments: Shipping: Evolv Express units to be delivered on a mutually agreed date. Freight/shipping is not included in the quote and will be added to the total order and invoiced once the Evolv unit or parts ship. If you need an estimate for your purchase order, please ask your sales representative for an estimate. Governing Terms: This quote is incorporated into and subject to the terms and conditions set forth in the Master Agreement executed by the Parties. Attachment "A" Products&Services Fresno County-Hall of Records ITEM SKU QTY UNIT MSRP DISC(00/a) NET UNIT TOTAL PRICE Evolv Express Single Lane 2 1 Indoor I Wireless I Subscription I Standard Mat 101-00304-01-WS-S-ST 1.00 $119,520.00 5.00% $113,544.00 $113,544.00 Express Operational Test Kit(OTK) 101-00257-01 1.00 $378.00 5.00% $359.10 $359.10 DTR Tablet Battery Charger,6-Slot 390-00256 1.00 $445.00 5.00% $422.75 $422.75 DTR Tablet Replacement Battery,90W 390-00255 2.00 $175.00 5.00% $166.25 $332.50 Installation and Training-First System INST-INTSYS-01 1.00 $2,000.00 $2,000.00 $2,000.00 SITUATIONAL AWARENESS CAMERA PACKAGE 101-00487-01 1.00 $2,500.00 5.00% $2,375.00 $2,375.00 Milestone Video Management System(VMS)Integration 101-00501-01 rev 1 1.00 $4,800.00 $4,800.00 $4,800.00 Fresno County-Hall of Records TOTAL: $123,833.35 Signature Signature: Date: Name(Print): Questions?Contact Me Norm Dimick Sales Executive (559)458-7250 norm@ie-systems.com Integrated Electronics 2576 N.Bundy Drive Fresno,CA 93727 www.ie-systems.com Weapons Detection Rider(US ONLY) Integrated Electronics ("Reseller") and The subsequent Reseller quote or other Reseller County of Fresno("Customer")have entered into originated document, signed by Customer, or(ii) a one or more agreements for the procurement, purchase order issued by Customer evidencing installation and/or services (collectively, and as subsequent transactions of the Equipment to amended from time to time, "Principal Customer. For the avoidance of doubt,the terms of Agreements"). this Agreement shall control over any conflicting or This Weapons Detection Rider ("Rider") is inconsistent terms and conditions contained or incorporated into each of those Principal referenced in a Customer-generated purchase Agreements. order. 1. DEFINITIONS. The below terms have the "Reseller Related Parties"mean Reseller's and/or following meanings for purposes of this Rider: its Affiliates' direct and indirect equity holders, "Affiliates" mean an entity, which directly or agents, representatives, suppliers, third-party indirectly, owns or controls, is owned or is manufacturers or providers, service providers, controlled by or is under common ownership or vendors, contractors and subcontractors, and their control with, another entity. For purposes of this assignees. definition "control"means the power to direct the management or affairs of an entity, and "Services"mean, individually and collectively,the "ownership" means the beneficial ownership of services provided or made available by Reseller or more than 50% of the voting equity securities or any Reseller Related Party in connection with the other equivalent voting interests of the entity. installation, use, operation and/or maintenance of the Equipment, along with any other related "Documentation" means the published manuals, services ordered by Customer. operating documents, instructions and/or other 2. THIRD PARTY PRODUCTS. processes or directions provided or made available to Customer by Reseller regarding the use, 2.1 The Equipment delivered under this Rider is operation, and maintenance of the Equipment. manufactured, licensed, or otherwise provided by a third-party manufacturer. Customer shall be bound "Equipment" means, individually and by any applicable terms and conditions from the collectively, the hardware and/or personal third-party manufacturer as well as the third-party screening products provided to Customer by manufacturer's Documentation made generally Reseller or any Reseller Related Party,as identified available to Customer, including any applicable in the applicable Order Document, which may terms for Customer's right to use the Equipment or include Evolv Express® and any related physical any end user licenses. EXCEPT AS accessories, that are designed (in whole or in part) OTHERWISE EXPRESSLY PROVIDED IN to detect weapons or reduce the risk of people THE PRINCIPAL AGREEMENTS, bringing weapons into a premises. RESELLER AND THE RESELLER RELATED PARTIES DISCLAIM ALL "Fee(s)"means the fees for Equipment or Services WARRANTIES, EXPRESS OR IMPLIED, that are charged to Customer as identified in the INCLUDING ANY IMPLIED WARRANTY applicable Order Document. For the avoidance of OF MERCHANTABILITY OR FITNESS FOR doubt,Fees do not include shipping charges. A PARTICULAR PURPOSE, FOR THIRD- PARTY EQUIPMENT SOLD TO "Implementation Date" means the date the CUSTOMER. Reseller will, to the extent Equipment is implemented at Customer's permissible, pass to Customer all available designated location. warranties that Reseller receives from the third- party manufacturer. To the extent such pass "Order Document" means the Reseller quote, or through is not allowed by the third-party other Reseller generated document, set forth herein manufacturer, Reseller will facilitate any available or, for additional future orders, either (i) a April 2023 warranty claim for any defective Equipment(or any cover (a) any risk or loss that may arise from or component thereof). relate to the use of the Equipment or Services by 2.2 This Agreement imparts no right,title, or Customer and(b)personal injury, including death, ownership interest in the Equipment. The and real or personal property loss or damage in, Equipment will be kept free and clear of any and about, on, or to the Customer premises where the all liens, charges, and encumbrances with respect Equipment or Services are provided.CUSTOMER to Customer's subscription,possession,use, or ON CUSTOMERS BEHALF AND ON operation of the Equipment. For the avoidance of BEHALF OF ANY INSURANCE CARRIER doubt,this provision shall not apply to any WAIVES ALL RIGHTS OF SUBROGATION purchase of Equipment by Customer. THAT CUSTOMER'S INSURANCE CARRIER MAY OTHERWISE HAVE 2.3 If Customer uses any cloud or other third-party AGAINST RESELLER AND ALL RESELLER services in conjunction with the Equipment, RELATED PARTIES ARISING OUT OF THIS Customer is responsible for complying with the RIDER, THE RELATION OF THE PARTIES terms and conditions and privacy policies of such HERETO OR ANY INDEMNIFIABLE services, and all such use is at Customer's risk. MATTER. Unless otherwise expressly provided in the 4. REPRESENTATIONS & Principal Agreements, Reseller does not provide WARRANTIES support or guarantee ongoing integration support for the Equipment and any cloud services. Customer represents and warrants as follows: 2.4 Reseller Related Parties own and retain all (a) The Equipment will be used in accordance rights,title and interest in and to the Software, and with the Documentation and only in the ordinary any intellectual property rights therein. Reseller course of Customer's business by competent, shall not decompile, disassemble, reverse engineer qualified,trained and Customer authorized agents or attempt to identify or discover any source code or employees, and Customer shall not attempt to of the Software or create a derivative work. The Software is licensed nonexclusively, solely for use resell the Equipment under any circumstances; with or as part of the Equipment and cannot be licensed or accessed on a stand-alone basis. (b) The Equipment will be used only at the Customer location(s)that are controlled by 3. INDEMNIFICATION AND INSURANCE. Customer and that are agreed upon by the parties 3.1 Customer shall indemnify, defend and hold in writing and Customer will not remove the Reseller and Reseller Related Parties harmless from Equipment from such locations without the prior and against all losses, damages, fines, penalties, written consent of Reseller; and liability, claims, demands,judgments and the costs and expenses incident thereto(including reasonable (c) Customer will comply with all laws,rules, attorney fees) ("Losses") resulting from any third- and regulations applicable to the procurement,use, party suit or claim ("Claim") arising out of or in operation, and maintenance of the Equipment, connection with (i) Customer's (or its including but not limited to, export control and subcontractor's, agent's, officer's, director's, economic sanctions laws and regulations,health customer's representative's or employee's) use, and safety, and anti-corruption. operation, possession, purported ownership, or control of the Equipment (including without Reseller represents and warrants as follows: limitation Losses relating to property damage,theft, personal injury, and death) or (ii) Customer's (a) The Equipment(i)will be free from violation of any applicable law, regulation, or material defects in manufacture, and(ii)provided standard. they are deployed by Reseller or its authorized representatives in accordance with the 3.2 Customer shall be solely responsible for Documentation,will substantially conform to the obtaining the insurance that Customer desires to current published Documentation for[one (1) Page 2 of 5 year] from the applicable Equipment's initial LOSS OR DAMAGE WILL OCCUR, OR Shipping Date(the"Equipment Warranty"). INCREASED LOSS OR DAMAGE WILL NOT Customer's sole and exclusive remedy, and OCCUR. Reseller's sole liability, for breach of any of the 5.3 NEITHER RESELLER, ITS THIRD- warranties in this subsection(a) shall be for PARTY MANUFACTURERS, OR THE Reseller or its authorized third-party manufacturer EQUIPMENT CAN DETECT, ELIMINATE, to perform maintenance and repair services. PREVENT, OR MITIGATE, IN WHOLE OR The Equipment Warranty will not apply to any IN PART, THE OCCURRENCES OF THE Equipment which Customer,or Customer's EVENTS OR THREATS THAT THE agents, contractors or other Customer third-parties EQUIPMENT IS INTENDED TO DETECT that interact with the Equipment,has (i)failed to (INCLUDING, BUT NOT LIMITED TO, ( ) use in accordance with the Documentation; ii INCIDENTS AS DEFINED BELOW AND been altered, except in accordance with Reseller or THAT NEITHER RESELLER NOR ITSTHIRD-PARTY MANUFACTURERS AND its third-party manufacturer's written instructions; THEIR RESPECTIVE OFFICERS, (iii)been used in conjunction with another DIRECTORS EMPLOYEES OR AGENTS vendor's products resulting in the need for SHALL BE HELD LIABLE FOR ANY SUCH maintenance (except for uses authorized by FAILURE (WHICH MAY INCLUDE Reseller in writing); (iv)been damaged due to WITHOUT LIMITATION, FAILURE TO improper environment,which includes,but is not DETECT THREATS, WHETHER DUE TO limited to,use of an improper power source or use PRODUCT FAILURE, HUMAN ERROR, of an indoor Equipment(as specified in the Order OPERATING ENVIRONMENT, Document)in an outdoor environment; or(v)been SENSITIVITY SETTING OR EXTERNAL damaged by negligence, accident, abuse or misuse, FORCES OUTSIDE RESELLER OR ITS which includes,but is not limited to,non-use of a THIRD-PARTY MANUFACTUERRS required accessory(e.g.,use of an external wheel CONTROL) OR FOR NON-PRODUCTIVE accessory for Equipment movement)as detailed in TIME OR EQUIPMENT DOWN TIME FOR the Documentation. For the avoidance of doubt, ANY REASON OR FOR ACTS BY THIRD Reseller's third-party manufacturer shall not be PARTIES THAT CAUSE HARM OR responsible for the Equipment Warranty,in whole DAMAGE. CUSTOMER SHALL BE SOLELY or in part. RESPONSIBLE FOR THE ACTS OR 5.DISCLAIMERS. OMISSIONS OF ITS PERSONNEL, CONTRACTORS, AND AGENTS, INCLUDING THOSE RESPONSIBLE FOR Customer acknowledges and agrees that: OPERATING AND REPAIR OF THE EQUIPMENT AND FOR THE SECURITY OF 5.1 Neither Reseller nor any Reseller Related Party ITS PREMISES, PERSONNEL, AND is an insurer and the prices Reseller charges for the VISITORS. THE EQUIPMENT AND Equipment or Services reflect the value of the SERVICES WILL NOT PREVENT Equipment or Services Reseller provides Customer WEAPONS FROM ENTERING THE and not the value of the Customer premises where CUSTOMER'S PREMISES. the Equipment or Services are provided,its contents or any losses associated with personal injury or 5.4 Customer has the obligation to provide the death; appropriate training and education to ensure its 5.2 THE EQUIPMENT AND SERVICES ARE employees have the knowledge and skills on the use NOT DESIGNED TO ELIMINATE OR and operation of the Equipment in accordance with REDUCE, CERTAIN RISKS OF LOSS AND its Documentation. The Equipment is not THE AMOUNTS BEING CHARGED BY automated and its functionality is dependant on RESELLER ARE NOT SUFFICIENT TO proper training to detect the targeted objects WARRANT OR GUARANTEE THAT NO through Customer's employees or contractors. Page 3 of 5 Customer has the obligation to provide,pay for and ELIMINATE, PREVENT OR AVERT implement any recommended third-party INCIDENTS OR THEIR CONSEQUENCES. manufacturer updates to software that impacts the 5.7 It shall be Customer's sole and exclusive functionality of the Equipment. Customer has the responsibility to determine appropriate decisions, obligation to ensure the Equipment is properly actions, reactions or responses, including whether serviced and maintained, and failure to do so may or not to dispatch emergency responder resources. adversely affect the safety and effectiveness of the CUSTOMER EXPRESSLY ASSUMES ALL Equipment. RISKS AND LIABILITY ASSOCIATED 5.5 Without limiting the generality of the foregoing WITH ANY AND ALL ACTION,REACTION, disclaimers, Reseller cannot control how the RESPONSE, AND DISPATCH DECISIONS, Equipment or Services are used, and accordingly, AND FOR ALL CONSEQUENCES AND RESELLER AND THE THIRD-PARTY OUTCOMES ARISING FROM OR CAUSED MANUFACTURER DO NOT WARRANT OR BY ANY DECISIONS MADE OR NOT MADE REPRESENT, EXPRESSLY OR BY CUSTOMER IN RELIANCE, IN WHOLE IMPLICITLY, THAT USE OF THE OR IN PART, ON THE SERVICES OR EQUIPMENT OR SERVICES WILL EQUIPMENT, INCLUDING ANY DEATH, COMPLY OR CONFORM TO THE INJURY, OR LOSS OR DAMAGE TO ANY REQUIREMENTS OF APPLICABLE LAW REAL OR PERSONAL PROPERTY. OR THAT USE OF THE EQUIPMENT OR 6.LIMITATION OF LIABILITY. SERVICES WILL NOT VIOLATE THE PRIVACY RIGHTS OF THIRD PARTIES. TO THE MAXIMUM EXTENT PERMITTED BY CUSTOMER SHALL BE SOLELY LAW, CUSTOMER AGREES THAT NEITHER RESPONSIBLE FOR USING THE RESELLER, NOR ITS RESELLER RELATED EQUIPMENT AND SERVICES IN FULL PARTIES SHALL BE LIABLE FOR SPECIFIC COMPLIANCE WITH APPLICABLE LAW PERFORMANCE OR FOR ANY INDIRECT, AND THE RIGHTS OF THIRD PARTIES. INCIDENTAL, EXEMPLARY, 5.6 NEITHER RESELLER NOR ITS CONSEQUENTIAL OR SPECIAL DAMAGES RESELLER RELATED PARTIES OF ANY NATURE, INCLUDING WITHOUT REPRESENT OR WARRANT THAT THE LIMITATION DAMAGES ARISING FROM OR EQUIPMENT WILL ELIMINATE OR CAUSED BY THE LOSS OF USE OF THE PREVENT OCCURRENCES OF THE PRODUCTS, LOSS OF PROFITS, LOSS OF EVENTS OR THREATS IT IS INTENDED TO DATA OR USE OF DATA,INTERRUPTION OF DETECT OR AVERT (INCLUDING, BUT BUSINESS, INCIDENTS (AS DEFINED IN NOT LIMITED TO, TORTS, WEAPONS OR SECTION 5.6, OR LOST REVENUES, EVEN IF EXPLOSIVES DETECTION OR OTHER SELLER IS AWARE OF THE POSSIBILITY CRIMINAL OR TERRORIST ACTIVITIES OF DAMAGES. TO THE MAXIMUM EXTENT (COLLECTIVELY, "INCIDENTS")), PERMITTED BY LAW,NEITHER RESELLER'S FUNCTION FOR ITS INTENDED PURPOSE, NOR ANY RESELLER RELATED PARTY S PREVENT ANY ACTS OR INCIDENTS TOTAL AGGREGATE LIABILITY ARISING FROM OCCURRING OR CAUSING HARM OUT OF OR RELATED TO THIS RIDER, OR DAMAGE (INCLUDING, BUT NOT WHETHER IN CONTRACT,TORT,OR UNDER LIMITED TO, THE PREMISES, ANY OTHER THEORY OF LIABILITY, SHALL EXCEED THE TOTAL FEES PAID BY EMPLOYEES OR GUESTS, VISITORS OR CUSTOMER TO RESELLER UNDER THE OTHER THIRD PARTIES), OPERATE ORDER FORM UNDER WHICH LIABILITY UNINTERRUPTED OR ERROR FREE OR AROSE DURING THE TWELVE (12)MONTHS THAT ANY ERRORS WILL BE IMMEDIATELY PRECEDING THE CAUSE OF CORRECTED. RESELLER AND ITS ACTION. This Section 5.1 sets forth Customer's RESELLER RELATED PARTIES MAKE NO GUARANTY OR WARRANTY THAT THE sole and exclusive remedy under this Rider. EQUIPMENT WILL DETECT, MITIGATE, Page 4 of 5 7. CONFLICT. If any term or condition of this Rider conflicts with or is inconsistent with any term or condition of the Principal Agreements or any Order Document that is not set forth in this Rider, then the term or condition of this Rider shall supersede and prevail. 8. FLOW THROUGH PROVISION. If Customer is not the end user of the Equipment or Services, Customer shall incorporate the terms of this Rider into its agreement with the end user. Customer represents, warrants, and covenants to Reseller that any agreement with such an end user will incorporates this Rider. Regardless of whether Customer incorporated this Rider in its agreement with the end user,Customer's obligations under this Rider remain unchanged. 9. MISCELLANEOUS. This Rider amends and/or supplements the Principal Agreements (including any documents referred to or incorporated therein) between Customer and Reseller. Otherwise, this Rider is the entire understanding and agreement between the parties with respect to the subject matter covered, and all prior agreements, understandings, covenants, promises, warranties, and representations, oral or written, express or implied, related to the subject matter and not incorporated in this Rider are superseded. Terms naturally surviving beyond expiration or termination, and necessary for proper enforcement of this Rider,shall remain enforceable. Reseller acknowledges that the trademarks, service marks,trade names,and logos used by Reseller and its Third-Party Manufacturer in promoting the Equipment and Services are the exclusive property of Reseller and/or its Third-Party Manufacturer, as the case may be. Customer Name: The County of Fresno Digitally signed by Gary Cornuelle By: Gary C o rn U e l l e Date:2023.09.19 11:49:14-07'00' Name/Title:Gary Cornuelle/Purchasing Manager Date: 09/19/2023 [Reseller] Norm D i m i ck Digitally signed by Norm Dimick By: Date:2023.09.19 13:29:24-07'00' Name/Title:Norm Dimick/President Date: 9/19/2023 Page 5 of 5