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Home My WebLink AboutAgreements/Contracts - Central ServicesGRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: Central Services REQUEST SUBMITTED BY: Tom Gaines CONTACT PERSON ATTENDING ROUNDTABLE: Tom Gaines CONFIDENTIAL INFORMATION: ❑YES ENO DATE: 7/3/25 PHONE: 3276 11414 DAgreement / Contract ❑AP Vouchers ❑Appointment / Reappointment ❑ARPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑ Computer Related ❑County Code ❑ Emergency Purchase ❑ Employee Rel. ❑ Facilities Related ❑ Financial ❑ Funds ❑ Hearing ❑ Invoices / Purchase Orders ❑ Grants — Fed/State/County ❑ Leases ❑ MOA / MOU ❑Minutes ❑Ordinances ❑Out of State Travel El Petty Cash ❑ Policies ❑ Proclamations ❑ Request for Purchase ❑ Resolution El Recommendation ❑Professional Serv/Consultant ❑Support Letter ❑Surplus Req. ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB 4 D Wh Authorization to utilize Convergint (Current vendor for access control) to install access control at the new CS/HR building. Value of the work is $21,415.00 If necessary, was this document reviewed by accounting? ❑ YES 0 NO LEGAL REVIEW: If this document re u'Ire le-qalreview, route tole-gallfor reviewwjortosub-i. If necessary, was this document reviewed by legal? 0 YES ❑ NO DATE OF ACTION: �— �✓' �� DEFERRED OR CONTINUED TO: APPROVE: D1:�,`'� D2: D3: DENIED ABSTAIN RECEIVED JUL - 2 2025 GRANT COUNTY COMMISSIONERS 4/8/24 0 convergInt 11707 E Sprague Ave, Spokane Valley,Washington 99206 Phone Mobile 509-867-8619 justin.magee@convergint.com June 16, 2025 Grant County Quotation: JM46816747P Grant County Human Resources Bldg RFP#: 21 C St SW Ephrata, Washington 98823 Attention: Kevin Schmidt Reference: WA-S-Grant County HR Bldg Access Control On behalf of Convergint's global network of colleagues, I would like to personally thank you for providing Convergint with the opportunity to present this proposal addressing your electronic security needs. Convergint's reputation for service excellence is backed by a foundational commitment to our core value of service, and we have been recognized as the #1 Systems Integrator by SDM Magazine. This recognition reflects the strong relationships Convergint has developed with the industry's top technology manufacturers, and our history of success with providing exceptional service to our customers. Our guiding principle has always been to be our customers' best service provider. Our dedicated and certified team of professionals strives to uphold our customer -focused, service -based mission to make a daily difference for our customers. After achieving a successful on -time and on -budget project installation, Convergint will provide you with the industry's best ongoing service, including our 24/7 customer portal iCare, designed to track service work orders, project progress, and provide you with detailed metric reporting for continuous improvement. The following security proposal is specifically designed to meet your needs. As your single point of contact, please feel free to contact me with any additional questions you may have. Thank you again for trusting Convergint as your partner. convergInt Scope of Work • Provide labor and equipment to add five (5) access control door packages at Grant County Human Resources Bldg located at 21 C St SW in Ephrata, WA per marked up drawing titled "Plan Set -Central Services Bldg with Add.1 with mark-ups" provided by Kevin Schmidt on 5/28/25 and updated on 6/16/25. The door packages will include HID multiclass mobile ready card reader and door contact. Electronic door hardware with built in Request to Exit to be provided and installed by others. Convergint will supply a new eight (8) door enclosure to be installed in Elec Room 115 as shown on marked up drawing. The new readers will be integrated to the existing Grant County Lenel ADV system software, System ID# 149535. All electrical work and electrical installation materials to be provided by others. Electrical installation to be provided by Grant County, including mounting of new access control enclosure, 120v power for the new enclosure, rough -in to each device location and installation of electronic locking hardware. • Assumptions are being made that all door hardware will come with built in request to exit sensors. Request to exit sensors are excluded from this proposal. • One (1) door is assumed to have an ADA operator. A Camden relay module is included for this door to allow for proper operation with the access control system. Additional ADA doors are excluded from this proposal, but can be provided at an additional cost. Card Reader --I ucuny cau%jcv---- Device Hardening (reduce cyber risk) Convergint may provide Device Hardening services for certain qualifying and scoped equipment. Services may include disabling unused & non -essential device features, disabling unused network comms (e.g., services, ports), changing default passwords, and updating firmware. The hardening services provided will depend on the equipment being installed, equipment capabilities, and manufacturer -provided permissions and recommendations. Not all equipment may receive hardening. Ask your Convergint contact for details on qualifying equipment and the hardening services being provided. convergInt These are one-time services ask your Convergint contact for information on how Convergint can provide ongoing support. Convergint cannot guarantee the security of the devices it installs or of Customer's IT environment, no networked system is completely secure, and Customer remains ultimately responsible for its IT environment. Materials Qt��,� tit t i o n 5 } i FP0150- F 1 i 1.00 B100082D LifeSafety Power 8 Door Pre -wired Enclosure 8PE4M 1 /P 5 8-A N2 3�.00 i738382 � 12V� 12AH Lead Acid Battery, �H�JN/l��Sealed y Rechargeable, With F2� Terminal E_.....�..��,.�.�.,M,...�.�.�..vN.�.�,�.,,,.�...W�.�.N,.....w.�.�.�,.,�.�.N�.�...,�.�.��.,.�.�.�.�.,,......�.,.,N�.,..�.N.��.�.,,,..�� 1 r Intelligent Dual Reader Controller size (6 (152mm) W x 8 (203mm) L x 1 (25mm)H); LN L- 3 1.00 ;maximum of 32 devices, On -board Ethernet, Dual Path capability, on -board two door M2220 ;control, OSDP Secure Channel, Wie and or F2 Dual Reader Interface Module (Series 3 Supports OSDP Readers) 12/24 VDC, 2 LNL-1320- k 4 2.00 ;Reader interface, W/M, 8 inputs, 6 (5A) form C relays , RoHS, CE, C-Tick and UL294 S3 =certified ; 5 5.00 40 N KS- SIGNO 40 BLK/SLVR PIG CRD PFL STD OSDP V1 32-B 00-000026 i 6 10.00 .1.80_..,H,.,,,....,v�N..�„ 1,.�,.,.�.�..�,.,..._..._.....__.....,.__.._..,�._.��....�.,,.,....._.....,....�.Y.....�,.H.�..,,.,_.�.,,.��.,,,v..,..,.,.�.��.w.,..,....�...,._,__......_�......_.�._.._....,,..�..�,_��.tiN,...._..��.�_�.�.�.��.,v.��H.�.._..�,�..�.��.�.��w.�,.�.�w��..�.W�. 12WG-G 1 3/4 DOOR CONTACT W/ 9 LEADS GRAY i 7 10.00 6644-1 RESISTOR PAC - ; 2 1 K 1 8 WATT 1 1 8 2.00 4 Ampere at 28 Volt DC, SPDT Contact, 2 Len .5 Length x 1 602168 � Door Release Pushbutton, p g Width 1 Height, ABS Plastic, x Black ----------- 1.00 � C M - CX3 3.m.� ADVANCED LOGIC RELAY Total Project Investment � J�� 211415.00 convergInt Clarifications and Exclusion 1. Convergint will invoice upon acceptance of this proposal 25% of the sell price for contract execution, project setup and management. 2. Material will be billed 50% upon material release and the remainder upon delivery. 3. All work proposed herein, shall be performed during normal business hours Monday through Friday 8:00 am - 5:00 pm. 4. Low voltage wiring shall be installed via open air code approved methods. 5. Provision or installation of conduit, wire, boxes, fittings or other electrical installation materials is excluded. 6. Assumptions are being made that one door will have an auto door operator. If additional auto door operators are needed, additional costs will be incurred. 7. Pricing is based on all work to be completed in one phase and not phased over time. If phasing is required, additional costs will be incurred. 8. Pricing assumes that electronic Auto CAD files are available from customer for our use in creating submittal drawings. Basic engineered drawings are included with typical drawings. Point to point drawings are excluded. 9. Rough -in to each device is required and to be provided by others. 10. Convergint is assuming that there are reader licenses available based on a recent reader count. If additional reader licenses are required, the system will be required to be upgraded to Lenel PRO software. Readers licenses and additional software requirements are excluded from this proposal. 11. Client licenses are excluded from this proposal, but can be provided at an additional cost if requested. 12. Delays caused by others outside of Convergint's control may incur additional costs. 13. Cable testing and verification is excluded. 14. Troubleshooting of existing system issues is excluded. 15. Customer to provide static IP addresses and network connections at panel locations. 16. Customer to provide a secured staging & storage area for project related materials. 17. Proposal does not include sales tax unless otherwise noted. .18. Anything in the Contract Documents notwithstanding, in no event shall either Contractor or Subcontractor be liable for special, indirect, incidental or consequential damages, including commercial loss, loss of use, or lost profits, even if either party has been advised of the possibility of such damages. 19. Convergint reserves the right to negotiate mutually acceptable contract terms and conditions with customer by making mutually agreeable changes to the formal contract included in the Bid Documents. 20. Supply Chain Delays & Price Adjustments: Customer acknowledges that supply chain disruptions and shipping delays may occur for reasons beyond Convergint's reasonable control and agrees to grant reasonable extensions for such delays. Pricing is based on current market conditions and excludes increases due to tariffs, duties, manufacturer -imposed surcharges, or other cost increases arising from trade policy, regulatory actions, or external factors beyond Convergint's control. If such cost increases arise, Convergint will submit a formal change order, and Customer agrees to approve reasonable adjustments. Convergint will use commercially reasonable efforts to minimize such increases. 9 convergInt REVIEW IMPORTANT PRODUCT SAFETY AND SERVICE INFORMATION PRIOR TO USING A CONVERGINT-INSTALLED SYSTEM: See the "IMPORTANT PRODUCT SAFETY AND SERVICE INFORMATION" documentation, available at convergint.com/terms. IMPORTANT NOTICE You requested that Convergint provide you with certain security and safety products and services. By using these products and services, you acknowledge that: • Under no circumstances should Convergint-provided products and services be your sole method of security or safety. Effective security and safety require a multi -layered approach involving people, processes, and technologies. Convergint-provided products and services do not guarantee security or safety, will not detect or prevent all threats or risks all the time (including threats they are designed to detect), and will not ensure overall safety and security. You are ultimately responsible for your people, premises, and property, including for maintaining an effective response plan and promptly implementing your response plan in response to alarms or threats. • All security products and services have limitations. No product or service can guarantee safety or security. It is your responsibility to ensure you are informed about product or service limitations and that you regularly test and validate the products and safety plans. Reach out to your Convergint account executive to learn how our support services can help. And if you have a service plan, you are responsible for promptly notifying Convergint in the event of any defect, malfunction, or performance issue with the products and services. • Various factors can impact product performance. Selecting products and settings may involve tradeoffs between the level of security and safety on the one hand and speed, convenience, and cost on the other hand. Convergint can give you guidance, but you are ultimately responsible for selecting products and settings based on your organization's risk profile and tolerance. • The products are made by third -party manufacturers, not Convergint. You are bound by and must use, test, and maintain the products in accordance with the manufacturer's terms and instructions. Convergint does not independently validate the accuracy of claims or statements made by manufacturers, and makes no assurances regarding their accuracy. You are responsible for using the products and services in compliance with laws and regulations applicable to you or as permitted in your jurisdiction. • All products and services are governed exclusively by a final agreement. No advertisement, literature, brochure, website, or statements made during the sale process or otherwise (whether orally or in writing) should be interpreted as a promise, warranty, or other assurance. • You have reviewed the "IMPORTANT PRODUCT SAFETY AND SERVICE INFORMATION" documentation, available at convergint.com/terms. convergInt Total Project Investment: $217415.00 Thank you for considering Convergint for your Security needs. If you have any questions or would like additional information, please don't hesitate to contact me immediately. If you would like to proceed with the scope of work as outlined in this proposal, please sign below and return to my attention. Sincerely, Justin Magee Convergint Account Executive By signing below or accepting the services described in this proposal, Customer accepts and agrees to this proposal, including the enclosed Terms and Conditions, along with any addendums or exhibits that may be attached or referenced therein. Any additional or contrary terms, including on a Customer PO, are expressly rejected. By signing, you represent and warrant that you have authority to accept this .proposal on behalf of Customer. Kevin Schmidt Customer Name (Printed) �-&rized Signature June 16, 2025 Date Loinnrvx,s& tcwwv Title Convergint Technologies Terms and Conditions (install & T&M) Version 4.1 (US AND CANADA) September 2024 Throughout this Proposal, including these Terms and Conditions and any attachments, completed in Im than one nrionth, Customer agrees to pay Convergint in 4 11 r the 1 ork Aj alder N has ("ther, "Agreement') the term �Converqinf refers to the Convergint Technologies affiliate, been completed within thirty (30) days of the date of invoice. Inv6cas shall rot be subject to a opera" in the state;pno-0r-.ce in which the Work is being performed and "Convergint Related project retention percentage and payment to Convergint shall not be conditioned on payment by Patties" means Convergint end its contactors, subcontractors, third party product an upstream party. If Ciast-orrier is overdue in any payment, Conv"int -shall be entitled, to manufacturers or p"Aders. suspend the Work without liability until paid, charge Customer an interest rate I ar*A 112% SECTION I THE WORK percent per month (or the maximum rate permitted by law, -whichever is less), and may avail itself of any other leeAl orequitable rerrledv, Customer shall reimburse Convemint costs incurre Thos Agreement takes precede" over and supersedes all prior proposals, correspondence, and oral or written agreements or representations relating to the work set forth in the attached scope of work ("work"), This' or ; commencors on 0-* start date and will be performed purs, usint to the schedule specified in the attached scope of work and, subject to any change orders or addergdums, represents- the entire- agreement between Coavergint and Cu-stomef- This Agreement applies to the exclusion of any other terms that the Customer seeks to impose or incorporate (such as Customers purchase order form) which are in addition to or inconsistent with the terms and cvx4itions of this Agreement, orwtich are implied by trade, custom, prate or course of dealing, all ofA411ch are deemed expressly rejected and will not be binding, in collecting any amounts that beoom. e overdue, including attorney fees. court costs and any other reasonable expenditure, SECTION 4. WARRANTY Warranties for Corwergint's senrices and Third Party Products are described in the Limited Warranty for Products and Services availalble at httr)&8www converaint.corntlert'nsl which is in effect as of the effectNe date of this Agreement and is incorporated by reference as if set forth herein in full. SECTION 5. CHANGES This Agroemont is made �oAhout regard to compWnce with any special sourcing and/or n WiIhout invalidating this Agreement or arty bond. given hereu -ef,CustomerorConv- inamay manufacturing requirements, minority c-s- disadvantaged supplier requirements, or sirntilat request changes in the Work with a change order signed by both parties- If Customer orders (i) government prcxurament laws- Should such requirements be applicable to this AgreemeM. any changes to the Work (e.g. change in objective, deliverabiGs, tasks or lours), (ii) changes to Convergint reserves the right to nt*01 andlor withdraw its Agmefriet. schedule (exter,%on or accel weaton), or (Ii I) causes any mat eal interference with Convergints Customer understands that Con-vergint is an authorized distributor or reseller and not the manufacturer or developer ('00X) of software, hardware and equipment (collectively, "Third Party Products') purchased by Customer and certain sere are delOwered- to Customer by such OEM. Convergint agrees in accordance with the mutually agreed project schedule: a. To submit shop draWngss, product data, samples and similar submittals if required in Wformling the Work; b, To pay lot all later, materials, equipment, tools, supervision, programrn#V, testing, starlup and documentabon required to perform the lftrlk in accordance with the Agreement c. Secure and pay for permits and governmental fees, flowtses, and ins, pections necessari for proper execution ancl oom;yiebon of the Work, unless "I r"Lilations provide cfterwise; and d. Hire subcontract= and order material to perform part of the Alork, if necessary, while remaining responsible for the completion of the' o . Customer agrees in accordance with the mutually agreed project schedule, and at no ccst to Gonvergint- a, To promptly approve submittals provided by Comme%mL b, To provide access to all areas of the sitewhich- are necessary to complete, the Work: C. To supply suitable electrical service as required by Convergint d. To remove site obstacles and job safety hazards; e, To promptly participate and approve acceptance testing, if applicable,; f. Upon completion of commissioning or agreed to acceptance criteria, to promptly provide sign -off establishing job closeout, and g. That in the event of any emergency or systems failure, reasonable safety- precautions will be taken by Customer to protemzt lie and property during the period from when Corntergint is first notified of the emergency or failure and until such time that Con-vergint notifies tho Customer that 0ne syslems are operational or that the eavogency h-as cleared. THE WORK AN0,10P, THIRD PARTY PRODUCTS ARE DESIGNED TO HELP REDUCE. BUT NOT ELINIIINATE-E RISKS OF LOSS RELATING TO PEOPLE, PREMISES, OR PROPERTY'.. THEXMOUNTS BEING CHARGED BY CONIVERGINT ARE NOT SUFFICIENT TO alJAJRAN"T1'EE THAT LOSS OR DAJMAGE WILL DECREASE OR BE ELIMINATED Custorner acknoviledges fit proper saafety and security requires a mulb-la.yer. e-d approach of people, processes, safety., and technologies. The Work, including Third Party Products. M p vided by Convergint is not sufficient to ensum, overall safely and secunty, Customer acknowledges and agrees that' ft is responsible for its overall safety and security, including testing and maintenance of the Third Party Pn>Jucts (except to thin extent contracted to Canvefgirt by wri-tten agreement) and training of its personnel. Customer acknowledges ancl agrees that it has a duty of cam- and is solely responsible for its compliance -with applicable la-w-s, rules, and regulations, including but not limited to exporl, arwi re-export restrictions and regulations, privacy and data protection regulations, applicable OEM instructions., terms and conditions. EULAs. arA proper product us-4q—a Risk of loss, including any Third Party Product comprising the Work, shall pass to Customer as the Work is completed and the materials are incorporated into the Work at Customer's site subject to any end user license agreements. IforThird Party Products are earlier stored on Customers site pursuant to agreement bet~ en Customer and Convergint, risk of loss with respect to such or Third Party Product shall pass to Customer up I on delivery to Customer's site. Applicable to Monitoring Services Only, If Monitoring Services are identified in the Proposal, the parties agree that (a) these Terms and Condftns are not applicable, and (b) Monitoring SerVices are governed by the Monitoring Services Terms and Conditions effective on the Effective Date of the Proposal and available at hups:11www,convergint comiterms, which is incorporated by reference as if set forth herein in full, 'Monitoring Services" is defined as "Services" in the Monitoring Services Terms and Conditions. SECTION 2. PRICING Pricing and amounts prox, sed shall -remain valid for 30 days unless othertuise specified-, Price p� includes only the Third Parts Products listed based on ConverginCs interprelabon of plans and specifications unless noted otherNise. Additional Third Party Products, unless negofiated prior to order placement. Will be billed accordimgly Sales taxes (or as applicable CST; PST, VAT or similar tax) ar4. any other taxes assessed on Customer shall be added to the price upon invoiice toCustomer. SECTION 3, INVOICE REMITTANCE AND PAYMENT Customer agrees to pay Convergint fifty (50%) percent of the total price as a mobil' tion fee at the time of executing this Agreement If the Work is performed over more than one month, Convergint will invoice Customer each month for the Work performed during t0he previous month. Customer agrees to pay the amount due to Convergint as invoiced. within thirty (30) days of the date of such irwolce. If the Work is performance of the Work, Convergint shall be entitled to an eqi;,d -able adjustment in the time for perforrnance and in the Prime, including a reasonabklt allows mce for overhead and praft SECTION 6. FORCE MAJEURE Nei her Customer nor Convergint shall be liable for any delay or failure in the performance of their respectowe obligations pursuant to this Agreement due to Circumstances bey orA their reasonable control (Force ktajeure') and without the fault or negligence of the party experiencing such delay, A Foroe Majeure event shall include, but not be limited to, am of God, pandemic or epidemic-, diseases, quarantines, unavoidable casualties, concealed conditions, acts of any civil or military ay authority- riot, insurre-dons, and civil disturbancas; war, invassoo, act of foreign enemies, hostilities (regardless of whether or not war is declared), rebellion.. re-volufion-. terrorist actWities-, strikes, lockouts or other tablor disputes-, embargoes; shortage or unavaita-tAility of laborb supplies, materials, Pk pmen or 5 $ errrsI accidents fire., storm, water, flooding, negligence of others, vandalism, power failure, k-s-tallation of incornpalible. equipment, improper operating procedures, source mirrer-it ua fittet fions or transportation contingencies; laws, statutes, regulations, and oftr legal requirements, orders or judgements; acts or order of any gavemirnent or agency or official ftwerecif, other catastrophe es cf ,any other similar oocurrences, If peftirmaom by either party Is delayed due to Force Maieure, the time for performance shall be extended for a period of time reasonably aeoossary to overcome ft, eff W-1. of the delay and Coov wgl nt shall be entitled to a r5 equitabble adjustment of the Price - SECTION T. INSURANCE In lieu of any Customer insurance requirements, for Semices performed m the United States, Convergint shall maintain the following insurance coverages during the term of this Agre—ern-ent and upon request, shall pro -Ode certificates of insurarte to the CusWmer-. Workees Cewnpensation Statutory urrifts Empdoyees LiaNlity $1,000=10 per occurre%oeiagigreoe Cornmer6al General Liability $1.000.000 peroccurrence $7,000,000 general aggregate Automobile Liability $16000,000 per occurren m-aggregate Exces&'Umbrella Liability $3,0001,CK00 peroccurrence-iaggre-gate Cm,meroal General Liability policy shall, name We Customer as 'additional in red" on a primary/noncontributori basis-wlh respect tDiiability arising out ofthe Suess. as applicable, but or+j to the extent of liabilities falltrAj within !he irder-r-ily wlirjalionns of Convergent purskjam to the, terms of this Agreement. Convergint shall not pruvide loss runs or copies of its insurance policies. Convergint shall provide to the Customer no less than thirty (30) days` notice prior to the termination of cancellation of any stsh insurance policy. For services performed, in Canada, Convergint shall maintain similar insurance coverage dependent upon the local requirerrmnts in Canada and upon the insurance available urvier Convergint's irsuraince progmaj. All required imurance coverage shall be reasonable ri. the circumstances and compliant with local regulations. SECTION 8. INDEMNIFICATION To the fullest extent allowed by laic, Con vergint shall indemnify and hold Customer harmless, from and against clairns, dania-ges, losses, ar4 expenses (excluding I Oss of use) attributable to bodily injury, sickness., disease or death, or to destruct -on of tangible property, but orily to the extent caused by the negligent acts or omissions of Convergint or Convergint's employees o subcontractors ,while on Custorner's site_ IfConvergint is providing products or services for intrusion detection, detection of specific threats to people or property (including gunshot or drone detection), mass notificabon, ballistics or explosives protection, or processing of biometric, health, financial, or government identifier data (collectively, Special Offerings"), then to We fullest extent allowed by law (i) Convergint's indemnification obligations under the Agreement do not apply whats oever and Convergint Related Parties have, no liability to Customer for any losses or damages caused by any Special Offenngs, and (ii) Customer shall indemnify, defend, and hold harmless Convergint Related Parties, from and against all claims, demands, actions, liabilities, damages, and costs (including reasonable aftomeys' fees) relating to Special Offerinqs provided by Convergint , except to the extent of Conver in 9 fs gross negligence installing such Special Offerings, Any wavier of damages or limitation of liability contained in the Agreement and as modified herein shall not apply to Customer's indemnificafion, hold hamiless and defense obligations herein. Applicable to Weapons Detection Only: If Convergint provides Weapons Detection Systems or Services, then such Systems and Services are further governed by the Weapons Detection Addendum effective on the Effective Date of this Proposal and available at https:)Iwww.convergint.com)berms, which is incorporated by reference as if set forth herein in full. "Weapons Detection Systems or Services" means any "Systems" andlor Services" as each are defined In the Weapons Detection Addendum, SECTION 9. LIMITATION OF LIABILITY EXCEPT AS PROVIDED HEREIN, TO THE FULLEST EXTENT ALLOVI/ED BY LAW.-. (A) IN NO EVENT SHALL EITHER CONVERGINT RELATED PARTIES, OR CUSTOMER BE LIABLE UNDER OR IN CONNECTION WITH THIS PROPOSAL FOR SPECIAL, INDIRECT, INCIDENTAL, PUNFrIVE, LQUIDATIED OR CONSEQUENTtAL DAMAGES, INCLUDING COMMERCIAL LOSS. LOSS OF USE OR LOST PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) THE AGGREGATE LIABILITY OF CONVERGINT RELATED PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO CONVERGINT UNDER THIS AGREEMENT. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. THE LIMITATION SET FORTH IN THIS SECTION SHALL APPLY WHETHER THE CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL THEORY. SECTION 110, COMPLIANCE WITH LAW, SAFETY, & SITE CONDITIONS Convergint agrees to comply with all laws, rules, and regulations applicable to its provision of the 'Nonk- Customer will comply with all applicable laws andagreements applicable to its use and operation of the Wo(k, Convergint shall comol with all safety related laws and regulalk" and with the safety program of the Customer, provided such program is sup ied to Convergint p6or to beginning Olok If during the course of its Work, Convergint encGunters conditions at the site that are subsurface, differ materially from what is reps rated in the contract documents, or other se concealed physical conditions, Convergint shall be entitled to an extension of time and additional costs for the peeformance of its work. If Convergint dish im or suspects ** presence of hazardow materials or urisafe worl-king. corAlitions at Customers site where the Work is to be performed, Convergint is entitled to stop the WffA at that site if such hazardous matedials, or wtsafe, working conditions were not provided by or caused by Convergint. Con-vergint in Its sale discretion shall determ. 3ine where itis "safe" to ratum to perform the. Work at Customers site. Convergint shall have no responsibility fb,- the diswveery, presence, har-4fing, removing or disposal of or exp-Csure of persons to hazardous materials in any form at the Customer's site. To thz- fullest extent allowed by law, Cuslorrier stroll indemnify and hold harmless Convergint from and against Claims, darnages, I m-es and expenses, including but not limited to, reasons atton.-vey's fees, arising out of or resulting from undisclosed hazardous materials or unsafe working conditions at Custorne(s site. SECTION 11. PERSONAL DATA & SECURITY Coty-vergint's obligations and liabilities regarding Processing of Personal Data and information security shall be limited solely to Processing performed by Convergint's personnel. Processing by OEMs or Third Party Products are governed by any applicable OEM end user licensing agreements or terms and conditions, Customer reprewnts and warrants that it will comply with all applicable Data Protection Laws. Although certain products delivered by Convergint may be capable of processing Biometft Information, Personal Health Information, financial information, or gvvernment identifiers ("Sensitive Inform, anion), Customer acknovAedges that Convergint is not Processing Sensitive Information (or to the extent it is Pr(x, esssing Sensit*-ve Infomation, it Is doing so strictly in accordance with Customer's instructions) and Customer im solely responsible for compliance of all such Prossinqwjthi Data Protection Laws. To the fullest extent allowed by law, Customer shall indemnify, defend and 1"Id harmless Convergint from and against all claims, demands, a0ions, liabilities, damages, and its (including reasonable attorneys' fees ) asserted by a third party wising out of or relating to failure to comply with applicable Data Protection Laws including but not limited to those related to Sensitive Information, Convergint's obligations and liabilities regarding information security and Processing of customer information or data, including Personal Data, are limited to Processing performed by Convergint (if any)- OEM and Third Partly Product information security and Processiog is governed by applicable OEM end user licensing agreements or terms. 'Personal Data", �Processfinq)", 413iometric Information", and "Personal Health Information" shall be interpreted in a=ordance lltvilih, and shall include analogous terminology as used in, applicable taws and regulations relating to data privacy, information security, data protection, data breaches, cross -border data ftovis, andior the rights and obligations of persons or entities regarding personal info mmation ('Data Protection. Laws"), To the extent Convergint accesses Customers information systems, Convergint With not be responsible or liable for losses or harms caused by following Customer's instructions, caused by Third Party Products, caused by third p3 , rty or Customer -specified re te lo ss ccess software, or that are otherwise not due to the fault of Convergint. Customer -authorized changes to Customer information systerns are at. Customer's own risk and Customer acknowledges it is responsible for the overall security of its information systems. SECTION 12, INTELLECTUAL PROPERTY Comiergint shall retain title and ownership of all intellectual propert/ rights relating to the drawings, technical documentation, or other technical information ("Doc-umentabon') delivered under this Agreement. The OEMs shall retain title arid ownership of all intellectual properly rights relating to the Third Party Products and will grant any license and right to use in connection with the Third Party Product through the OEM's end user license agreement or other terms and conditions. Customer shall not use any Docurnentation supplied by Convergint for any purposes other than those directly related to this Agreement or for the use andlor maintenance of the Third Party Product. SECTION 13. PRICE ADJUSTMENT Convergint may automatically adjust the price, vWth five (5) days prior written notice,, d based on: (af changes by its vendors to the cost of materials or Third Party Products to be delivered andlor labor costs related to personnel responsible for performing the Work, (b) macroeconomic conditions, such as taxes, tariffs or duties, natural disasters, taboir shortagesistrikes, etc., (c) market conditions such as price volatility or availability limitations, or (d) other events not within Convergint's control that impact the cost of performing the Work. The adjustment shall be con_ scent with applicable market indexes, where available, third -party sources or other evidence. Convergint reserves the right to add periodic surdharges. 'including without limitation, adjustments for the then- current price of fuel. such surcharges to be specified and mvoiced by Convergint. SECTION 14. TERMINATION If a pa q materially breaches this Agreement the other party shall provide written notice of the breach and a reasontable time to cure the breach, but in no event less than 30 days. If the breaching party falls to cure ft breach within #* specified time pericx:, the m.)n-breaching party may teirrTfinate this Agreement upon 15 days written notice to the other party. If Convergint notifies Customer of a material breach pursuant to this paragraph, Convergint may ternpoirarily suspend its work without liability until Cu crier cures the breach., SECTION 15. GOVERNING LAW AND DISPUTES The parties agree that this Agreement shall be governed by the laws of the statelprovince where the Work is located, and venue for disputes shall be located in that statelprovince, In the event of any dispute between Convergint and Customer, Convergint and Customer shAll first attempt to resolve the dispute in #e field, but if that is not successful, then in a meeting betwee-n authorized ricers of each ovnpany, if seftment atternpits are root successful, unless the dipute requires injunctive relief, then the dispute shall be decided exclusively by arbitration - Such arbitration shall be conducted in accordance with We Constftxfion Industry Arbitration Rules of the American Arbitration Association (if the Selvices are performed in the United States) or Arbitration Rules of the ADR Institute of Canada, Im. (if the Services are performed in Canada) currently in effect by a single arbitrator and shall be a firm I bindl%- resolution of We issues presented between the parties. The prevalling party shall be entitled to recover its reasonable atforneys'fees and costs. Any award by the arbitrator may be entered as a judgment in any oourt having Jurisdiction, SECTION 16, MISCELLANEOUS The parties have required that this Ag-re maent be written in English " have also agreed that all notes or other documents required by or contemplated in this Agreement be -Nntten in English- Les parties ont requis quo cette convention -soft reddigde- en anglais at ont dgalement convenu que tout axis ou autm document e 06-aux termer des prs,68entes of deiwulantde rune qm.lconque de see dispositions sera prdpar;6 en arqlais. Any changes, to this Agreement shall be in writiN signed by both Customer and Convergint, in the event any provision of this Agreement is held to be invalid or unenformi ble, the remitting provisions of this Agreement shall remain in full f=e and effect. Custom et waives all da"'Ins against Convergint arising from or related to suspension of work pursuant to this Agreement. Customet and Convergint are independent fontraclors, and nothing in this Agrvement creates any agency, joint ventuire, partnership, or ic,&�er form of joint enterprise, employment, or fiduciary relationship between thme. Nothing contained in this Agreement shall be deemed to create a relationship of employee or employer between the parties-, aric! neither party shall be entitled to any benefits that the other party pro ides for its awn employees, including workers compensation and unemployment insurance, Each party shall have exclusive control over its own emp6royees, agents, and subcontractors, ilss labor and employee relatiorw, and its policies relating to wag'p-s— hcurs, working conditions, or other cmditions. Neither pwity to this Agreement shall assign this Agreement without the prior written consent of, the other party hvereto. Notwithstanding the foregoing, CcAwergint may a"gn this Agreement we)out nobee or tonsent (i) to any of its parents, subsidiairies or affiliated companies or any entity majority cmmed by Corrvergint: c., Qi) in connectiam wi h a merger, acquisilion. remJarlization, sale of all of the equity interests of Conver9pint3 w. a sale of all or substantially all of the asses of Convergint to which this Agreement relates. Notices shall be in -Amfing and addiv-ssed to the oil r patty, in accordance with, the names and aftesses of the parties as shown above, All no es shall be effective upon receipt by the party to whom the notice was sent. in no event will Convergint be obligated to comply with any.project Iabor agreements or other collective -bargaining agreements. Awalver of the teffns hereunder by one party to the other party shall not be effective unless in writing and signed by a person with authority to commit the Customer and Corrrerqint- No waiver by Customer or Convergint shall operate as a continuow waiver, unless the written waiver specifically states that it is a coritinuous waiver of the terms stated in that waiver, The Sections regarding invoicing, warrar4y, indemnity, Imitation of liability, confidentiality and disputes shall survive the termination of this Agreement., Convergint provides additional product safety and service information at ht.tps:j/,Aww.con%iergint.cQmJte-rmst (seo'IMPORTANT PRODUCT SAFETY AND SERVICE INFORMATION"), whtch it encourages Customer to review prior to use 4.1 September 2024 -page, S"! of 2 (-or.virgiril Tochn-ofogic'.1