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HomeMy WebLinkAboutAgreements/Contracts - Facilities & MaintenanceGRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT:Facilities and Maintenance REQUEST suBnnirrED BY: Kevin Schmidt CONTACT PERSON ATTENDING ROUNDTABLE:KGVI11 Schmidt CONFIDENTIAL INFORMATION: ❑YES 50NO DATE:9-18-2025 PHONE:509-7543272 w •TTEM ------------- a a ► s w Agreement / Contract ❑AP Vouchers ❑Appointment / Reappointment ❑ARPA Related © Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑Computer Related ❑County Code El Emergency Purchase El Employee Rel. M Facilities Related ❑ Financial ❑ Funds ❑ Hearing ❑ Invoices / Purchase Orders ❑ Grants — Fed/State/County ❑ Leases ❑ MOA / MOU ❑ Minutes ❑ Ordinances ❑ Out of State Travel ❑ Petty Cash ❑ Policies ❑ Proclamations ❑ Request for Purchase ❑ Resolution ❑Recommendation El Professional Serv/Consultant ❑Support Letter ❑Surplus Req. ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB W --- - -- - (W 4TE--- Nh j,, _ . . I am requesting approval for the agreement with Convergint to install access control for 4 doors at the Grant County Public Works Administrative Facility in Ephrata. This is a 2025 capital outlay project.The cost for this project is $23,132.56 with tax. The budget for this project is $25,000. If necessary, was this document reviewed by accounting? ❑ YES LEGAL REVIEW: If this document requires legallroutei ,for reviewprior, low — If necessary, was this document reviewed by legal? YES ❑ NO DATE OF ACTION: !?• APPROVE: DENIED ABSTAIN D1: KK e � D3: ONO ❑N/A DEFERRED OR CONTINUED TO: WITHDRAWN: ❑ N/A 4/23/24 convergInt 11707 E Sprague Ave, Spokane Valley,Washington 99206 Phone Mobile 509-867-8619 justin.magee@convergint.com August 18, 2025 Grant County Quotation: JM46811622P Grant County Public Works Department RFP#: 124 Enterprise St Ephrata, Washington 98823 Attention: Kevin Schmidt Reference: WA-S-Grant County Public Works 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. 0 convergInt Scope of Work • Provide labor and equipment to add four (4) additional access control door packages at Grant County Public Works Building. The door packages will include new electronic locking hardware on all doors, HID multiclass mobile ready card reader, door contact, and request to exit (REX) sensor. Convergint will supply a new sixteen (16) door enclosure to be installed in the IT Closet. 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. • Door locations and details are as follows: o Employee Entrance — Mullion mount card reader and cylindrical electric strike o Employee Entrance 2 — Mullion mount card reader and cylindrical electric strike o Entrance to Exterior Engineering — Standard card reader and cylindrical electric stri ke o Public Meeting Room — Mullion mount card reader and electric rim strike 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. 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. convergint Materials Line Qt .�,., . �.�... 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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. Electrical permits or associated fees are not included. 7. Rough -in to each device is required and to be provided by others. 8. Convergint is assuming that there are reader licenses available based on a recent reader count. Readers licenses are excluded from this proposal. 9. Client licenses are excluded from this proposal, but can be provided at an additional cost if requested. 10. If there is not sufficient space and/or power for the new doors in the existing enclosures, a change order will needed to add additional enclosures. 11. Delays caused by others outside of Convergint's control may incur additional costs. 12. Cable testing and verification is excluded. 13. Troubleshooting of existing system 14. Engineered drawings are excluded from this proposal. 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. 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. 0 convergInt 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: $21,341.00 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) Authorized Signature August 18, 2025 Date Title Convergint Technologies Terms and Conditions (install & T&M) Version 4.1 (US AND CANADA) September 2024 Throughout tiiis Proposal, including these Terms and Conditions arA any attachments, completed in less than one month, Customer agrees to pay Convergint in full after the 'Nork has ("ther-, "Agre-emenr) the term v-Converginr ref"e- to the Convergint Technologies affiliate been completed within thirty (30) days of the date of invoice. Invoices shall not be sub' fe ct ' operatic in the stateJprovince in which the Work is being performd " ed anConvergint Related project retention percentac ge and payment to Convergint shall not be conditioned on payment by Parties" means Convergint and its contractors, subcontractors, third party product, an upstream party, If Customer is overdue in any payment, Coriv niimt shall be entilled to manufacturers or providers, suspend the Work without liability until paid, charge Customs—.. an interest rate 1 and 112% SECTION 1. THE WORK percent per month (or Ov. maximum rate permitted by taw, whichever is less), and may avail itselfof any other le o,- orequitable ren-*& Customer shall reimburse Convergint costs incurred Titus Agreement takes precederre over and supersedes all prior proposals, correspondefxe, and oral or written agreements, or representations relating to the works set forth in the attached -scope of work, (Vo(k,"), This Work, commonc*s on the start date and ill tie. performed pursuant to #-e schedule specilied in the attached scope of work and, subject to any change orders or adder Iums, represents the entire agreement between Convergint and Customer- This Agreement applies to the exclusion of any other termts that the Customer seeks to impose or incorporate (such as Customer's pumbase order fore which are in addition to or Inconsistent with the terms and cor0lions of this Agreement. or wftich are implied by trade, cost =_ practice or course of dealing, all of w1hich are deemed expressly rejected and will not be binding. in collecting arry amounts that become overdue, including attorney foes, court costs and any other reasonable expe-nditure. SECTION 4. WARRANTY Warranties for Convergint's services and Third Party Products are described in the Limited Warranty for Products and Services available at httDs:8www.converaint comttermsl, which is in effect as of the effective date of this Agreement and is incorporated by reference as if set forth herein in full. SECTION 5. CHANGES This Agreement is made without regard to compliance with any special sourcing andior Without ifwalidating this Agreement or any bond given heroeur4er, Customer or Conv",Int may manufacturing requirements, minority or disad-jantaged supplier requirements, or similar request changes in the Work with a change order signed by both partless, If Customer orders government procurement laws. Should such requirements be applicable to this Agree -meet, any changes to the Work (e-.g- change in ot�ective, deliverables, tasks or hours), (ii) changes to Convergint reserves the tight to mod arddor withdraw its Agreement. schedule (extension or accele-m-tion), or (il 0 causes any material interference with Convergints Customer understands that Convergint is an authorized distributor or re -seller and not the manufacturer of developer ('OE&f ) of software, hardware and equipment 'Third Party Plrodiuctsn) purchased by Customer and certain services am delivered to Customer tri such OEM- . Convergint agrees in actordance with the mutually agreed project -schedule: a. To submit shop drawings, product data, samples and similar submittals if required in W,orming the Wo*, be To pay for all labor, materials, equip ment, tools, supervision, programrnmg, testinq, stailup and -documentation required to perform the Work in accordance with the Agreement; c. Secure a M, pay for permits and gave mental fees, tenses, and inspections necessary for proper execution aid completion of the Work, unless local regulations pride otherMse, and d. Hire subconUaclors. and order material to peellorm, part of the Work, if necessary, in remaining responsible for the completion of the' for Customer agrees in accordance with the mutually agreed project schedule, and at no cost to 4C.-on-vergint, a, To promptly appirove submittals pro Ided by C verg,mt-' b. To provide access to all areas of the site which are ni—,cessary 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 partiripale. and approve acceptance testing, if applicable; f. Upon completion of commissioning or agreed to acceptance criteria, to promptly provide sign -off establishing job closed-ut; and g. That in the event of any emergency of systems failure, reasonable safety precautions will be taken by Customer to protect Re and proper dunna the pekA from, when Convergint is first mtified of the emergency or faillure and until such time that Convergirit notifies the.-C-uMmer that the systems are operational or INt the emergenry has cleared, THE WORK MWOR, THIRD PARTY PRODUCTS ARE DESIGNED TO HELP REDUCE, BUT NOT ELIMINATE RISKS OF LOSS RELATING TO PEOPLE, PREMISES, OR PROPERTY - THE AMOUNTS BEING CHARGED BY CONVERGINT ARE NOT SUFFICIENT TO (3 UAIRAN17EE THAT LOSS OR DAMAGE WILL DECREASE OR BE ELIMINATED- Customer acknowledges # proper safety and security requires a multi -layered approach of people, processes, safety, and techric4ogies. The Work-, including Third Party Products., provided by Convergint is not suffmient to ensure vverall safoy ail serunity. Customer acknowle&,ges and agrees that it is responsible for its overall safety and security, including testing and maintenance of the Third Party Prod u-09 (except to the extent contracted to Con-vergirit byvAnlen agreement) and training of its personnel, 0-sstorreracknawledt s aid agrees that it has a dulty of care and issolely responsible for its cornpliance with applicable laovs, rules, and regulations, including but ot r lim ited to export aM re-export restrictions and regulations, privacy and data protection regulations, applicable OEM instructions, terms and conditions, EULAs. and proper product Usage, 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, tf or Third Party Products are eadler stored on Custorner's site pursuant to agreement between Customer and Convergint, risk of loss with respect to such or Third Party Product shall pass to Customer upon delivery to customers SiW Applicable to Monitoring Services Only, If Monitoring Services are identified in the Proposal, the partes agree that (a) these Terms and Conditions 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 https-#WAoi,convergj'nt comiterms, which is incorporated by reference as if set forth herein in full. Sir onitGring Services" bs defined as 'Services" in the Monitoring Services Terms and Conditions SECTION 2, PRICING Pricing and arnounts- proposed shall ramain valid for 30 days unle&s otherwise specified. Price includes only the Third Paiti Products listed based on Convergirifs interpretation of plans and specifications unW--ss noted othenWise. Additional Third Party Products, unless negotiated prior to order plaoement, will be billed acc-oirdirV1y; Sales taxes (or as applicable GST, PST, VAT or similar tax) and any offer taxes assessed on Cizitorner shall be added to the price upon invowe to Ctt�rner. SECTION 3, INVOICE REMITTANCE AND PAYMENT Customer agrees to pay Convergint fifty (5G%) percent of the total price as a mobilization fee at the firne of executing this Agree If the Work is performed over more than one mcnth, Convergint will invoice Customer each month for the 'Nork perfon-ned during Late previous month. Customer agrees to pay the amount due to Convergint as invoiced, within thirty (30) days of the date of such invoice. If the Work is performance of the 'NorK Convergint shall be entitled to an equitable adjustment in fide time for peribmiance and in the Price, inchAiing a reasonst4e, allowa me for overhead and profit. SECTION 6. FORCE MAJEURE Neither Customer nor Convergint shall be liable for any delay or failure in the performance of their respecthee oblinAtions pursuant to this M their greement due to circumstances beyw4 t r reasonable control once Majeure) an, the fault or d w ithout nec gligence of the party experiencing such dday, A Fcoce Majeure eimat shall include, but not be limited to-, acts of God, pandemic or eppidernic, diseases, quarantines, unavoidable casualbes. concealed cianditions, acts of any civil or military authority, riot insurr-ecfions,, and civil disturbances; war, invasion, act of foreign enemies., hostilities (regardless of whether or not war Is declared), rebellion, revolution, terrorist activities; strikes, lockouts or other talbor disputes: emba-pgoes, shortage or unavatitability of ta0r, suppliess, materiails., equipment or Systems; acdzdent, fire, storm. eater, floodir ,. negligence of others, vandalsim, pcpm-- failure, irtstallation of incornpalible equipment, improper operating procedures, sour current current fluctuations or lighting, transportation conbrigericies- lawss, statutes, regulabcns, and ottier legal requirements, orders or judgements; acts or order of any govermr*!nt or agenrq or official t r yhe eof other catas "-phi es car any other similar occurremies. if pe0orm ance by eith-er party Is delayed due to Force Maieure. the time for performance shall be extended for a period of time reasonably necessapy to overcorne ft effect" of the del and Convegint shall be entitled to an ecruitalbie adjustment of the Price. SECTION T. INSURANCE In live of any Customer insurance requirements, for Serve perforrned in the United States, Convergint shall- maintain !he following insurance =,terages during the term of this Agreement and upon request, shall provide cettficates of insurance to the Otistomer-. Worker's Cort ipensation Statutory Limits Employees Liability $1,,000,000 periv Commercial General Liability $1,0W,000 peromurrence $2,00(0,00 general aggregate Automobile Liability $1,0001,000 per omurrenc�--agqregate Exces&Unbrella Liability $3,000,OCQ peroccurrence-laggregate Commercial General Liability policy shall name the Customer as addkbonal insured' on a prier wiJ'noncontnibutor y basis with respect!G liability arming ow- of the SeMmes., as applicable, but or to the extent of liabilities falling within Ithe indlemn+j obligalicovs- of Convergint pumuaM to the terms of this Agreement Convergint shall not provide kes. runs or copies of its insurance pofides. Coravergint shall provide to ftw Custorner no less than thirty (30) days° rQtice prior to ft termination or cancellation of any such; insurance policy. For senAces performed in Canada, Convergint shall maintain similar insurance coverage dependent upon the bcal requirements in Canada and upon the Insurance available under Qonv"int's insurance ;xogram- All required insurance coverage shall be reasonable in the circurnstance-s and compliant with regulations. SECTION 9, INDEMNIFICATION To the fullest extent allowed by law, Convergini shall indemnly and hold Customer harmless from and against ciairns, damages, losses. and expenses {excluding loss of use) attributable to bodily infury, sickness, dLr-eas#-- or death, or to destiiction of tangit4e property, but mtki to the extent caiins ecl by the negligent acts or omissions of Convergint or Convergint's emplojees, or subcontractor-, -mile on Customer's site. If Convergint is providing products or services for intrusion detection, detection of specific threats to people or property (including gunshot or drone detection), mass notification, ballistics or explosives protecfion, or processing of biometric, health, financial, or goverriment identifier data (collectively, 'Special Offerinqsn), ftn. to We fullest extent allowed by law (i) Convergint's indemnification obligations under the Agreement do not apply whatsoever and Convergint Related Parties Davey e no IiabMit y to Custom r for any losses or damages caused by any Special Offerings; and (ii*t Customer shall indemnify, defend, and hold harmless Convergint Related Parties, irorn and against all -claims, demands, actions, liabilities, damages, and costs (including reasonable attorneys' fees) relating to Special Offerings provided by Convergint . except to the extent of Converginfs gross negligence install-Ing such Special Offerings. Any wavier of damages or limitation of liability contained in the Agreement and as modifies herein shall not apply to Customer's indemnification, hold harmless 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:ihwww.convergint.c-omlterms. which is incorporated by reference as if set forth herein in full. "VVeapons 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 ALLONVED BY LAW.- (A) IN NO EVENT SHALL EITHER COIF VERGINT RELATED PARTIES, OR CUSTOMER BE LIABLE UNDER OR IN CONNECTION WITH THIS PROPOSAL FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, LIQUIDATED OR CONSEQUENTIAL DAMAGES, INCLUDING COMMERCIAL L08-8. '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 LIMT. THE LIMITATION SET FORTH IN THIS SECTION SHALL APPLY VIHETHER THE CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL THEORY. SECTION IQ, COMPLIANCE WtTH LAW, SAFETY, & SITE CONDITIONS Convergint agrees to comply wig all laws, rules, and regulabons appita ble to its provir�on of the Work, Customer will comply with all applicable laws ard. agreements applicable to its use and operation of the Work. Convergim shall wool with all safely related laws and regulations and,Mh the safety program of the Customer, provided such program is supplied to Convergint prior to beginninlWork, If dulling We course of its Work, Convergint encounters conditions at the site that are subsurface, differ mat -edially from represented he m t -eats. or . - what is re ented in tie , intract doc u r other mse concealed physical conditlop.s_ Convergint shall be entitled to an extension of time and additional costs for the performance of its work, If Convergint discovers or suspects 91*- presence of hazard" mate -dais or umsafe wo*in.g, corod-itions at Custome(s site where the Work is to be performed, Convergint is entitled to stop the Wofk at that site if such hazardous materials, or trsaie working conditions were not pr&Aded by or caused- by Convergint. Conmergint In its sole discretion small determine when it is "S'afe". to raturn to perform the 'Work at Customees- sde. Convergint shall have no reisponsibillq for the dliscomiery, presence, har4,11,sig, removing or disposal of of exposure of persons to hazardous materials in any form at the Customers site, To the, fullest extent alkywed by lave, CL,-Aorrver shall indemnify and hold harmiless Convergint frow, and against, claims, damages, losses and expenses, including but not limited to, irea-sonable atto M.0--y 5 fees, arising out of or resulting' fimm undisclosed hazardous material-. or unsafe woelking conditions at CustonWs site. SECTION 11. PERSONAL DATA & SECURITY Con-vergint's obligations and liabilities regarding Pfom-ssing of Personal Data and information. security shall be limited solely to Prooessin,-g performed by Convergint's personnel. Processing by OEMs or Third Party Products are governed by any applicable OEM end user licensing agreements of terms and conditions. Customer represents and warrants that it will comply 4vdh all applicable Data Protection Laws. Although certain products d0vered by Convergint may -be capable of processing Bjemetdc Information, Personal Health Information, financial information, or government identifiers ("Sensitwe Information"), Customer acknowledges that Convergint is not Processing Sensitive Information (or to the extent It is Processing Sensitive Information, it is doing so strictly ly In accordance with Customers instructions) and Customer is solely responsible for compliance of alt such Processing with Data ProteGtion Laws. To the fullest extent allowed by law, Customer shall Indemnify. defend and hold harmless Convergint from and against all claims, dernands, actions, liabilities, damages, and its (including reasonable attorneys' fees) asserted by a third party arising out of or relating to failure to comply with applicable Data Protection Laws including but not limited tG those related to Sensitive Information. C"vergira's offtations and liabilities regarding irforrnation security e.4 Processing of customer information or data, including Personal Data, are limited to Processing performed by Convergint Cif any). OEM and Third Party Product information security and Processing is governed by applicable OEM end user llct.s!ng agreements or terms. 'Personal Data", "Process(ing)". *Biometric Informabori", and "Personal ]Health Information'- shalt be interpreted in accordance with, and shall include analognAis terminology as used in, applicable laws and regulations relating to data privacy, information security, data protection, data breaches, Dross -border data flows, and/or the rights and obligations of persons or entities regarding personal information (-Data Protection To the extent Convergint accesses Customer's information systems, Convergint ontl not be - responsible or liable for losses or harms caused by follcrwrig Customer's instructions, caused- by Third Party Products, caused by third party or Customer -specified remote access software, or that are otherwise not due to the fault of Convergint, Customer-authofized changes to Customer Information systems are at Customer's own risk and Customer acknowledges it is responsible for th.0 overall security of its information systems SECTION 12, INTELLECTUAL PROPERTY Corwergint shall retain fide and ownership of all inte!lectual property rights relating to thedra'Afirtgs, technical documentation, or other technical info"attion delivered under this Agreement, The OEMs shall retain title and ownership of all intellectual property eights relating to the Third Party Products and, will grant any license and right to use in connection with the Third Party Product through the 000's end user license agreement or oftr terms and conditions. Customer shall not use any Documentation supplied by Convergint for any puToses other than those directly related to this Agreement or for the use and/or maintenance of the Third Party Product SECTION 13. PRICE ADJUSTMENT Convergint may automatically adjust the price, with five (5) days prior written notice, if based on: (a) changes by its vendors to the cost of materials or Third PaMy Products to be delivered and/or labor costs related to personnel responsible for performing the Work. (b) macroeconomic con.ditions,. such, as taxes, tariffs or duties, natural disasters, labor shodagesJstrikes, etc., (c) market conditions such as price volatility or availability limitations, or (d) other events not within Convargint's control that impact the cost of performing the Work. The adjustment shall be consistent with applicable roarket indexes. where available, third -party sources or other evidence. Converpint reserves the right to add periodic surcharges, including witb*ut limitation, adustments for the then current price of tuel, such surcharges to be specified and invoiced by Convergint. SECTION 14. TERMINATION If a party matenalty breaches this Agreement, ft other party shall provide written notice of the breach and a rewonable time to cure the brewh. but in no event less than 3G days. If the breaching party fails to cure the breachviiihin ftspe dfied timme period, the rvn-breaching party , may terminate this Agreement upon 15 days wdln notice to the offer party. If Convergint notifies CusWimer of a material breach pursuaint, to this. paragraph, Convergint may Wernporarily suspend its -work without liability until Customer cures the breacb. SECTION 15- GOVERNING LAW AND DISPUTES The parties agree that this Agreement shall be governed by the lavis of the state1province where the Work is located, and venue for disputes shall be located in that statelprovince. In the event of any dispute bemeen Convergint and Customer, Convergint and Customer sell first attempt to resolve the dispute in thee field, but if that Is not successful, fen in a meeting t*tween authorized officers of each tympany, If settlement attempts are rats AX-cessrul, un - s the dispute requires injunctive relief, then the dispute shall be decided exciusively by arbitration. Such arbitration shall be oonducted in accordanceMth the Construction Industry Arbitration Rules of the American Arbitration Association (if the Services are performed in the United States) or Arb&ation Rules of the ADR Institute of Canada, lrx.. (if the Services are perfomwed in CanW,_a) currently in effect by a single arbitrator and shall be a final bindiq; r"-- olution of the issues presented between the parties. The prevailing party shall be entitled to remtits masonable atlofneys'fees and costs. Any award by the arbitrator may be entered as a judgment in any court having Jurisdiction. SECTION 16. MISCELLANEOUS The pafts have required that this Agvent be written in English ar4 himm, also agreed tna I all notices or other documents required by or contemplated in this Agreernent be written in English. Les parties ont requis, quo Witte convention snit r6digee en anglais at ont 6galernent convene que to -sit avis ou auto document exig6 aux termer des pr6sentft- oral d6coulant die rune quelconque de sees dispositions sera pvpar6 en anglatis. Any changes to this Agreement shall be in wri0%, signed by both Customer and Convergint, In the event any provision of thili Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. Custorner waives all claims against Ctmvergint arising from or related to suspension of work pwsuant to this Agreement. Customer and Convergint are independent comracic^. , and nodiing in this Ag "ament mates any agency, joint venture, parluniershil), or rithherform of joint entefprise-, emplolment- or fiduciary relationship between theern.. Nothing contained in this Agreement shall be deemed to create a relationship of eerriplbyee or employer between the parties, and neither party shall be entitled to arry benefits tl-�.ait the other party provides for its own employees, including worikers compensation and Unemployment insurance. Each party shall have ex live control over its own employees, agents, and subcontractors, its labor ard employee retatioms, and its policies relating to wages, hours, wo6ing conditions, or oftr cw-ditions. Neither partity to tNs Agreement shag assign this Agreement without the prior written consent of the other party hereto. Notwithstanding the foregoiin, Convergint may assign this Agreenimt wAMut notice or cwsent (1) to any of its parents, subsidia nieees or affiliaW companies or &ny entty majoriy owned by Convergin't, or @i) in cnne- ion with a merger, acquitsition., wwoganization, sale of all of the equity interests. of C*nvey int. of a SaW. of All or substanw.fly all of the assets of ConveMint to which this Agreernent relates. latices shall be in writing and addressed to the other party, in accordance with the names and addresses of the parties as shown above. All notices shall be effective upor, recelpt by the party to whom the note was sent. in no eveot will Convergint be obligated to comply with any project labor agreements or other collective bargaining agreements. A waiver of the terms hereunder by one party to tie other party shall not be effective unless in writing and i ned by a person with authority Commit the Customer and Con-verg Sig int No waiver by Customer or Convergint shall operate as a continuous waiver, unless the written waiver specifically states that it is a continuous waiver of the terms stated in that waiver, The Sermons regarding invoicing, warranty, indemnity, firnitation of liability, ccTMentialfty and disputes "A survive the teminabon of this Agreen*a Convergint provides additional productsafety and service information at https:jl,.vww.nvergint.comtermsI (see'IMPORTANT PRODUCT SAFETY AND SERVICE INFORMATION"), which it encourages Customer to review prior to use. V4.1 Septemberr"20,24 'rlagep 2 r"f 2 Coove! itir Tochn1')Cjgf0S '9 1