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HomeMy WebLinkAboutR-2019-074 Agreement with e3 Solutions, Inc., Yakima Air Terminal-McAllister Field; Access Control System UpgradeA RESOLUTION RESOLUTION NO. R-2019-074 authorizing a sole source purchase for goods and services from e3 Solutions Inc to upgrade the Yakima Air Terminal -McAllister Field's Honeywell access control system to the City's standard access control platform including future upgrades and additions for the Yakima Air Terminal -McAllister Field and other departments WHEREAS, the existing Honeywell access control system at the Yakima Air Terminal - McAllister Field is outdated and is vulnerable to failure putting the Terminal at risk. The existing system is also not compatible with the LenelS2 access control system used at all other access - controlled City locations The cost of this project is $28,759 32, and WHEREAS, Article IV, Section 6 of the City of Yakima Charter and the Yakima Municipal Code Chapter 1 80 generally require that purchase of equipment, materials, or services in excess of $25,000 be done by competitive bid, subject to certain exceptions, and WHEREAS, the law recognizes a "sole source purchase" exception from these competitive bidding requirements when, due to the uniqueness of the product to be purchased and the fact that there is only one source, it would be futile to utilize competitive bidding for such product, and WHEREAS, the Yakima Air Terminal -McAllister Field requires this immediate upgrade, and other City departments require future upgrades and additions to access control, and WHEREAS, e3 Solutions, Inc , located at 603 W A Street, Yakima, WA, is the only certified LenelS2 reseller in the Yakima area, and WHEREAS, the City Council finds that it is in the best interest of the City to authorize goods and services provided by e3 Solutions Inc for this project and future projects to upgrade and expand the City's LenelS2 access control system without calling for bids, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized and directed to approve the project for e3 Solutions Inc to upgrade the Yakima Air Terminal -McAllister Field's access control system from Honeywell to LenelS2 for a cost of $28,759 32 and future access control projects not to exceed $100,000 annually The City Manager is further directed to execute all appropriate and necessary documents to complete the purchase and transaction ADOPTED BY THE CITY COUNCIL this 5th day of August, 2019 ATTEST Sonya'lClaar Tee, City Clerk 1 ITEM TITLE: SUBMITTED BY: BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEM ENT Item No. 6.F. For Meeting of: August 5, 2019 Resolution authorizing a sole source purchase for goods and services from e3 Solutions Inc. to upgrade the Yakima Air Terminal - McAllister Field's Honeywell access control system to the City's standard access control platform including future upgrades and additions for the Yakima Air Terminal -McAllister Field and other departments Stephen Yu, Information Technology Services Operations Supervisor SUMMARY EXPLANATION: The Yakima Air Terminal -McAllister Field has an existing Honeywell branded access control system. This system, including the server hardware that it runs on, is outdated. The server is years out of warranty, the software is out of maintenance, and there is no certified Honeywell reseller in the Yakima area. This presents a critical security concern as the current system does not have the capacity to adhere to future security regulations. At the end of 2018, Yakima City I .T. Services completed an upgrade that migrated all other City facilities with access control to a LenelS2 platform. Several factors were considered in choosing LenelS2. One factor was that there is a certified LenelS2 reseller in the Yakima area, e3 Solutions, Inc. Having a local reseller who can sell, install, and service our access control system is very important since this is a critical security system. Another factor in choosing LenelS2 was that it has the capability to partition the database. In anticipation of bringing the Yakima Air Terminal -McAllister Field into the new system this feature will allow us to be compliant with any Transportation Security Administration requirements for database segregation. The cost estimate from e3 Solutions Inc. to upgrade the Yakima Air Terminal -McAllister Field's access control system and migrate it to our existing LenelS2 system is $28,759.32 which under Article IV, Section 6 of the City of Yakima Charter and the Yakima Municipal Code Chapter 1 80 would require competitive bids. Because e3 Solutions, Inc. is the only certified LenelS2 reseller in the Yakima area, and because the City has a positive history with this vendor, it is in the best interest of the City to approve this project and future projects to upgrade and expand the City's LenelS2 access control system without calling for bids. A notice of intent to sole source was advertised in the Yakima Herald Republic on 5/13/2019 and 5/14/2019 and received no response. 2 ITEM BUDGETED: STRATEGIC PRIORITY: APPROVED FOR SUBMITTAL: STAFF RECOMMENDATION: Adopt resolution. BOARD/COMMITTEE RECOMMENDATION: ATTACHMENTS: Description Upload Date D ResulLtan 7/1Y/2019 D Sole Source Justification FDrrn 711912019 D Sole Source Justification Narrative 7/19/7019 D LenelS2 Reseller Currfirrnaticin 7/19/2019 Yes Public Safety City Manager Type CiAer Menlo Cowr Memo Ccver Menlo C(Aer Men iu � AGREEK8ENT21923S Yakima Air Terminal Access Control System -S2 Conversion Project THIS AGREEMENT, entered into this of September, 2019, between the City of Yakima, oWashington municipal corporation ("City"), and e 3 Solutions, Inc. ("Contractor"). VNTNGSSGTH: The partieo, in consideration ofthe terms and conditions hemin, do hereby covenant and agree as 1. Scope of Work The Contractor shall perform all work and and furnish all tools, materials, labor and equipment (collectively referred to as "Services") according to the procedure outlined in the specifications of Quote #21923S Titled Yakima Air Terminal Access Control System'- S2 Conversion Project and the quote pmpona|, which are all aManhod and incorporated herein ooExhibit A, and any applicable construction standard(s), which are by this reference incorporated herein and made a part hereof, and shall perform any alterations in or additions to the work provided under this Contract and every part thereof. Work is estimated to be complete within thirty (30) business days after Notice to Proceed. Final work schedule shall bacoordinated with Project Coordinator Stephen Yuai(5U9)575'8O58or(5O9)728'4287(mubi|u). The Contractor shall provide and bear the expense of all equipment: work and labor of any sort whatsoever that may bmrequired for the transfer of materials and completing the work provided for in this Contract and every part thereof, except such as are mentioned in the specifications to be furnished by the City of Yakima. 2. Compensation The City agrees to pay the Contractor according to Exhibit A, attached hereto and incorporated herein, which Exhibit includes the specifications and payment schedule of itemized prices as listed in the Contractor's Quote submittal at the time and inthe manner and upon the conditions provided for the Contract. 3. Change Orders Any proposed change |nthis Contract shall basubmitted (othe other party, oulisted herein, for its prior written approval. If approved. change will bomade byocontract modification that will become effective upon execution by the parties hereto. Any oral statement or representation changing any of these terms or conditions is specifically unauthorized and innot valid. Contractor may be required tmprovide mdetailed cost estimate for the proposed change. 4. Agency Relationship between City and Contractor Contractor shall, at all times, be an independent Contractor and not an agent or representative of City with regard 10 performance ufthe Services. Contractor shall not represent that it is, or hold itself out as, an agent or representative of City. In no event shall Contractor be authorized to enter into any agreement or undertaking for, or on, behalf of City. S. Successors and Assigns a Neither the City, nor the Contractor, shall assign, transfer, nrencumber any dgNs, duties, or interests accruing from this Contract without the prior written consent ofthe other. b. The Contractor for himself, and for his heirs, executors, administrators, successors, and assigns, does hereby agree to the full performance of all the covenants herein contained upon the part of the Contractor. 6. Property Rights All records mpapers of any sort relating to the City and to the project will atall times be the property of the City and shall bosurrendered 0mthe City upon demand. All information concerning the City and said project which is not m;ResMcwrz/sz3s oxmnpo*rcowvsRa/om / otherwise umatter ofpublic record mrequired bvlaw tobomade public, isconfidential, and the Contractor will not, in whole orpart, now oro[any time disclose that information without the express written consent ofthe City. n. Inspection and Production wfRecords a. The records relating to the Services shall, at all times, bosubject toinspection byand with the approval of the City, but the making of (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Gem|umo in onoon1onca with this Cuntrau, notwithstanding the City's knowledge of defective or non -complying performance, its substantiality or the ease ofits discovery. Contractor shall provide the City sufficient, safe, and proper facilities, and/or send copies of the requested documents to the Qty. Contractor's records relating to the Services will be provided tothe City upon the C|ty'urequest. b. Contractor shall promptly furnish the City with such information and records which are related to the Services of this Contract as may be requested bythe City. Until the expiration of six (6) years after fimd payment of the compensation payable under this Contract, or for a longer period if required bvlaw orby the Washington Secretary ny0aVo'u mmnnd retention uchodu|a. Contractor shall retain and provide the City access to (and the City shall have the right to oxomine, audit and copy) all of Contractor's bnnku, documonte, papers and records which are related to the Snmiomm performed by Contractor under this Contract. o. All records relating to Contractor's services under this Contract must be made available to the City, and the records relating hothe Services are City ufYakima records. They must beproduced hnthird parties, if required pursuant tothe Washington State Public Records Act, Chapter 42.58RCVV.orhvlaw. All records relating to Contractor's ueminou under this Contract must be retained by Contractor for the minimum period of time required pursuant to the Washington Secretary ufGbubo'n neonvdu retention schedule. d. The terms ofthis section shall survive any expirationortermination ofthis Contract. B. Work Made for Hire All work the Contractor performs under this Contract shall baconsidered work made for hire, and shall be the property ofthe City. The City shall own any and all data, documents, plans, copyrights,uouuifivaUnno.wmddngpapeno.onUany other materials the Contractor produces inconnection with this Contract. Oncompletion ortermination ofthe Contract, the Contractor shall deliver these materials to the City. 9. Guarantee Contractor warrants the Services will bmfree from defects inmaterial and workmanship for aperiod nfone year following the date of completion and acceptance of the Services, 10. Compliance with Law To the extent applicable, all equipment or materials shall comply with Washington State vehicle regulations, Federal regulations, OSHA and WISHA requirements, to include EPA standards and City safety codes. Contractor agrees to perform all Services under and pursuant to this Contract in full compliance with any and all applicable laws, rules, and regulations adopted mpromulgated bvany governmental agency mregulatory body, whether federal, otate, local, or otherwise. Contractor shall pmnuna and have all applicable and necessary Ponn|ts. licenses and approvals of any federal, state, and local government or governmental authority or this project,poyaU charges and fees, and give all notices necessary and incidental to the due and lawful execution of the work, 2 a. Procurement of a City Business License. Contractor must procure a City of Yakima Business License and pay all charges, fees, and taxes associated with said license. b. Contractor must provide proof of a valid Washington State Contractor Registration number, c. Contractor must provide proof of a valid Washington department of Revenue state excise tax registration number, as required in Title 85 RCW, d. Contractor must provide proof of a valid Washington Unified Business Identification (UBI) number. Contractor must have a current UBI number and not be disqualified from bidding on any public works contract under RCW 39.06.101 or 36.12.065(3). e. Contractor must provide proof of a valid Washington Employment Security Department number as required by Title 50 RCW. 11. Prevailing Wages The Contractor will comply with all provisions of Chapter 39.12 RCW - Prevailing Wages on Public Work. a. RCW 39.12.010 - the Prevailing Rate of Wage. It is solely the responsibility of the Contractor to determine the appropriate prevailing wage rate for the services being provided. b. RCW 39.12.040 - Statement of Intent to Pay Prevailing Wages and an Affidavit of Wages Paid, Before an awarding agency may pay any sum due on account, it must receive a statement of Intent to Pay Prevailing Wages approved by the Department of Labor and Industries. Following final acceptance of a public work project, and before any final money is disbursed, each Contractor and Subcontractor must submit to the awarding agency an Affidavit of Wages Paid, certified by the Department of Labor and Industries. c. RCW 39.12.070 - Fees Authorized for Approval Certification and Arbitrations. Any fees charged by the Department of Labor and Industries for approvals or fees to cover costs of arbitration conducted shall be the responsibility of the Contractor, The State of Washington prevailing wage rates applicable for this public works project, which is located in Yakima County, may be found at the following website address of the Department of Labor and Industries: Mps://fortress.wa.00v/Inikagelookup/prvWagelookup,asox. Based on the quote submittal for this project, the applicable effective (start) date of this project for the purposes of determining prevailing wages is the quote date, June 20,2019. A copy of the applicable prevailing wage rates are also available for viewing at the City of Yakima Purchasing office, located at 129 N 2nd Street, Yakima, WA 98901. Upon request, the City will mail a hardcopy of the applicable prevailing wages for this project. 12. Certified Payroll for Non -Federally Funded Projects Upon request by the City or by an Interested Party, copies of certified payroll shall be provided to City, with employee information such as last name, SSN and address, redacted in accordance with RCW 42.56.230, in order to provide for public records requests. AGREEMENT 21923S - S2 AIRPORT CONVERSION 3 The City reserves the right to require Contractor to deliver toCity ocopy of the non -redacted Certified Payroll if City determines, inits sole discretion, that, such non -redacted copy isnecessary orappropriate inorder hoenable City 0o comply with any applicable law. record used to prove identity, age, residential address. social security number, or other personal information required to apply for a drivers license or identicard, RCW 39.12.010(4): An"Interested Party" for the purposes of this chapter shall include aContractor, Subcontractor, an employee of a Contractor or Subcontractor, an organization whose members' wages, benefits, and conditions of employment are affected by this chapter, and the director of labor and industries or the director's designee, (1) Each Contractor shall keep accurate payroll records for three years from the date of acceptance of the public works project by the contract awarding agency, showing the name, addrenu. Social Security number, trade oroccupation, straight time rate, hourly rate nfusual benefits aodefined bvVVAC296-1,27 \.andovertimohoumw0rkeUomoh day and week, including any employee authorizations executed pursuant to WAC ?96-127-022, and the actual rate of wages paid, for each laborer, worker, and mechanic employed by the Contractor for work performed on a public works project. (2) A Contractor shall, within ten days after it receives a written request, from the department or from any interested party ondefined byRCVV acertified copy ufthe payroll records with the agency that awarded the public works contract andw|th4edeportment. (3) A Contractor's noncompliance with this section shall constitute a violation of RCW 39.12.050. 13. Nondiscrimination During the performance of this Contract, the Contractor agrees as follows: The Contractor shall not discriminate againstany person onthe grounds ofrace, creed, color, religion, natiumdo' in, sex, age, marital status, sexual orientation, pregnancy, veteran's status, political affiliation mbelief, orthe presence uf any sensory, mental or physical handicap in violation of the Washington State Law Against Discrimination (FCW chapter 49.60) or the Americans with Disabilities Act (42 USC 12101 et seq.). This provision shall include but not belimited hothe : employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of Services under this Agreement. |nthe event of the Contractor's noncompliance with the Unn-d iscrimination clause Ofthis contract urwith any such mleu, mgulaUono, or orders, this Contract may be cancelled, terminated, or suspended in whole orin part and the Contractor may be declared ineligible for any future City contracts. 14. Indemnification and Hold Harmless a. Contractor shall take all necessary precautions in performing the Services to prevent injury to persons or property, Contractor agrees 1odefend, indemnify and hold harmless the C1hy, its elected and appointed officials, officers, employees, attorneys, agents, and volunteers from any and all claims, demands, losses, liens, {imbi|itiou, penm|Uou. fines, |owouits, and other proceedings and all 'udUmenb, awm|do, costs and expenses (including reasonable costs and attorney fees) which result or arise out of the sole negligent acts oromissions nfContractor, its officials, officers, employees nragents. b. Ifany suit, judgment, action, claim Vrdemand arises out of, oroccurs in conjunction with, the negligent acts and/or omissions ofboth the Contractor and the City, or their elected or appointed officials, officers, employees, agents, attorneys or volunteers, pursuant to this Contract, each party shall be liable for its 101 TIPIR proportionate share ofnegligence for any resulting suit, judgment, action, claim, demand, damages or costs and expenses, including reasonable offomeym'feuo. c. Contractor's Waiver ofEmployer's Immunity under Title 51RCgV Ifany design Vr engineering work isdone pursuant 10this Contract, Contractor intends that its indemnification, defense, and hold harmless obligations set forth above inSection (a)shall operate with full effect regardless of any provisionto#e contrary |nTitle 51 RCW,Washington's Industrial Insurance Act. Accordingly, hothe extent necessary hm fully satisfy the Contractor's indemnifioaUun, defenun, and hold hann|000 obligations set forth above in section A, Contractor specifically waives any immunity granted under Title 51 RCVV, and specifically assumes all potential liability for actions brought by employees of the Contractor against the City and its elected and appointed officials, officers, employees, attorneys .agents, and vo|unhoem. The pa�iaohave mutually negotiated this waiver. Contractor shall similarlymquim that its Submonirochurs, and anyone directly or indirectly employed or hired by Contractor, and anyone for whose acts Contractor may be liable in connection with its performance of this Agreement, shall comply with the terms of this paragraph, waive any immunity granted under Title 51 RCW, and assume all potential liability for actions brought by their respective employees. The provisions of this uaoUon nho|| survive the expiration or termination of this Agreement. U Nothing contained in this Section or this Contract shall bnconstrued to create aliability or a right of indemnification in any third party. a. The terms of this section shall survive any expiration or termination of this Contract. 15. Contractor's Liability Insurance /t all Umao during performance of the Services and this Conhaot. Contractor shall secure and maintain in effect insurance to protect the City and Contractor from and against any and all claims, damages, |oaoou, and nxpmnuon ohw|ng out of or resulting from the performance of this Contract. Contractor shall provide and maintain in force insurance in |im|bo no less than that stated bm|ow, no applicable. The City n000man the right to require higher limits should itdeem iinecessary inthe best interest ofthe public. Contractor will provide oCertificate of Insurance to the City as evidence of coverage for each of the policies and outlined herein. Acopy u[the additional insured endorsement attached huthe policy will beincluded with the certificate. This Certificate of insurance shall be provided to the City, prior to commencement of work. The following insurance isrequired: o. Commercial Liability Insurance. Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof of commercial liability insurance with a minimum liability limit ofTwo Million Dollars ($2.O0O.O0O.0Dper occurrence, combined single limit bodily injury and property damage. and Two Million Dollars ($2.000,000.00) general aggregate. If Contractor carries higher coverage limits, such limits shall be shown on the Certificate of I nsuranGe and Endorsements and the City, its elected and appointed officials, employees. agents, attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The policy shall name the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance ohoU be with an insurance company orcompanies rated &'V|| or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to m;*sEMewrz/ouos uumRponTCONVERSION 5 and shall not inany manner limit urqualify the liabilities orobligations aunumadbyCunbootoruDdo this b. Automobile Liability Insurance. Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof of automobile liability insurance with a minimum liability limit ofTwo Million Dollars ($2.00O.00O.U0per occurrence, |YContractor carries higher coverage limits, such limits shall beshown on the Certificate of Insurance and Endorsements and the City, its elected and appointed offiuia|n. employees, agents, attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are ineffect, Said policy shall Uu|neffect for the duration o[this Contract. The policy shall name the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company orcompanies rated A,V|| orhigher in Beot'w Guide and admitted in the State of Washington. The requirements contained honoin, as well as City of Yakima'n review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract. The business auto liability shall include Hired and Non -Owned coverage if necessary. C. Employer's Liability (Stop Gap): Contractor and all Subcontractor(s) shall atall times comply with all applicable workers' compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent @pp||omb|u, and shall maintain Employer's Liability insurance with a limit of no |000 than $1,000,000.00. The City shall not be held responsible in any way for claims filed by Contractor or its employees for services performed under the terms u[this Contract. Contractor agrees 0oassume full liability for all claims arising from this Contract including claims resulting from negligent acts ofall 8ubcontroctor(s). Contractor is responsible to ensure Subcontractor(s) have insurance as needed, Failure of Subcontractors(s) to comply with insurance requirements does not limit Contractor's liability or responsibility, Contractor's insurance coverage shall bnprimary insurance with respect to those who are Additional Insureds under this Contract. Any insurance, or self-insurance maintained bythe City shall bminexcess of the Contractor's insurance and shall not contribute hoit. If at any time during the life Vfthe Contract, mrany extension, Contractor falls bomaintain the required insurance in full force and effect, all work under the contract shall be discontinued immediately. Any failure to maintain the required insurance may bosufficient cause for the City to terminate the Contract, Should acourt ufcompetent jurisdiction determine that this Contract is subject hoRCVY4.24115, 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 ufContractor and the City. its officers, elected and appointed offioia|a, emp|oyeou, agents, attorneys and volunteers, Contractor's liability hereunder shall be limited to the extent of the Contractor's negligence. 16. Severability Ifany term orcondition of this Contract nrthe application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition nrapplication. Tothis end, the terms and conditions ofthis Contract are declared severable. M W 17. Contract Documents This Contract. the Invitation to Quxte#21904G. Scope of Work, conditionu, addendo, and modifications and Contractor's pmpnuo| (to the extent consistent with Yakima City documents) constitute the Contract Documents and are complementary, Specific Fadono| and State |amm and the terms of this Contract, in that order respeuUva|y, supersede other inconsistent provisions. These Contract Documents are on file in the Office of the Purchasing Manager, 129 No. 2nd St., Yakima, WA, 98901, and are hereby incorporated by reference into this Contract. 18. Term|nmtion-Cmnvenence This Contract may bnterminated by either party bygiving thirty (30days written notice of such intent and will become effective thirty (30) days from the date such written notice is delivered to the applicable party to the Contract, 19.Terminatim 'Cmuse The City reserves the right Vnterminate this Contract oiany time, upon written notice, inthe event that the Services of Contractor are deemed by the City to be unsaUnfaotory, or upon failure to perform any o[the terms and conditions contained in this Contnoct. The effec tive ofthe notice, urthree days after the notice is mailed first class mail. certified with return receipt requested. 20. Force Mmjeuxm Contractor will not be responsible for delays in delivery due to acts of God, fire, strikes, epidemics, war, riot, delay in transportation orrailcar transport shortages, provided Contractor notifies the City immediately in writing of such pending oractual delay. Normally, in the event or any such delays (acts or God, etc.) the date of delivery will be extended for mperiod equal hothe time lost due huthe reason for delay. 21. Governing Law This Contract shall be governed by and construed in accordance with the laws of the State of Washington. 22. Venue The venue for any action toenforce Orinterpret this Contract shall lie inacompetent jurisdiction |nYakima 'County, ` 23, Authority The person executing this Contract, nnbehalf uYContractor, represents and warrants that he/she has been fully authorized by Contractor to execute this Contract on its behalf and to legally bind Contractor to all the terms, pedbnnannum and provisions n[this Contract. 24.motice Any notice required orpermitted to be given under this Contract shall boinwriting and deemed effective ifeither delivered inper-son orbvovernight mouhnr, facsimile urfirst class mail, certified with return receipt requested. Notices hothe parties shall be delivered to: �WW"VIEN �PlakwWWW"t 7 TO CITY: City of Yakima Purchasing 129 North Second Street Yakima, WA 98901 TO CONTRACTOR: e3 Solutions, Inc. PO Box 72 Yakima, WA 98907-0072 25. Survival The foregoing sections of this Contract, 1-24 inclusive, shall survive the expiration or termination of this Contract in accordance with their terms. IN WITNESS WHEREOF, the parties hereto execute this Contract as of the day and year first above written. 4 Date: ierk CITY CONTRACT NO: RESOLUTION NO: AGREEMENT 21923S - S2 AIRPORT CONVERSION e3 SOLUTIONS, INC. Signature/Title Date: (Print name)