HomeMy WebLinkAboutAgreements/Contracts - Facilities & Maintenance (002)GRANT COUNTY
COMMISSIONERS AGENDA MEETING REQUEST FORM
(Must be submitted to the Clerk of the Board by 12:00pm on Thursday)
REQUESTING DEPARTMENT:Facilities and Malllt@IIaIIC@ DATE:9-1 $-2025
REQUEST suBnnirrED BY: Kevin Schmidt
CONTACT PERSON ATTENDING ROUNDTABLE: K2VIIl Schmidt
CONFIDENTIAL INFORMATION: ❑YES ANO
PHONE:509-754-3272
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tw= *3 1 !=N 19 U IN =4 91 am
I am requesting approval for the agreement with Convergint to install access control for
4 doors at the Grant County Health District Facility loacted at 1038 Ivy St in Moses Lake. This
is a 2025 capital outlay project.The cost for this project is $22,961.86 with tax. The budget for
project is $17,500. Grant County Health District will pay the remaining $5461.86 with their funds
If necessary, was this document reviewed by accounting? ❑ YES 0 NO ❑ N/A
If necessary, was this document reviewed by legal? * YES ❑ NO ❑ N/A
DATE OF ACTION:
APPROVE: DENIED ABSTAIN
D1:
D2:
D3:
DEFERRED OR CONTINUED TO:
WITHDRAWN:
4/23/24
a
11707 E Sprague Ave, Spokane Valley,Washington 99206
Phone Mobile 509-867-8619
justin.magee@convergint.com
September 17, 2025
Grant County Quotation: JM46815784P
Grant County Health District RFP#:
1038 W Ivy Ave Moses Lake, Washington 98837
Attention: Kevin Schmidt
Reference: WA-S-Grant County Health District ACS Adds
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) access control door packages at Grant
County Health District 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 eight (8)
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 Back Staff Entrance — Standard card reader and cylindrical electric strike
o Front Staff Entrance — Standard card reader and new narrow electronic exit
locking hardware with built in REX and pull handle with SFIC rim cylinder
housing. This electronic hardware is being replaced to avoid having to install fire
alarm release and because the condition of the current door frame.
o Left Lobby Door to Employee Work Space — Standard card reader and cylindrical
electric strike
o Right Lobby Door to Employee Work Space — Standard card reader and
cylindrical electric strike
Device Hardeninq (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
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Aft
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. 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.
0
convergInt
Total Project Investment: $219163.00
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
September 17, 2025
Date
Title
Convergint Technologies Terms and Conditions (Install & T&M)
Version 4.1 (US AND CANADA) September 2024
Throughout ttiis Proposal, including these Terms ar4 Conditions and any attachments. completed in less than one month, Customer agrees- to pay Convergint in full after the Wo* has
("ther, "Agreement") the term. 'Convergint7 re -Wes to the Convergint Technologies affiliate been completed within thirty (30) days of the date of invoice, Invoices shall not be sub*jt to a
operating in the stateJpra&,oe in which the Work is -being performed and "Convergint Related -project retention percentage and payrrient to Convergint stmil not be conditioned on payment by
Parties" means Convergint and its contractors, subcontractors, third party Mdw, an upstream p^, If Custorrew is overdue in any payment, Corwergint shall be enNed to
manufacturers or providers. suspend the Work without liability until paid, charge Customer an interest rate I and V2%
SECTION 1. THE WORK percent per month (or the maximum rate permitted by law, whichever is less), and may avail
kself ofarty other leaaloranuitatAer,wr�,edv Customer shall reimburse Convergint costs Inci irred
This Agreement takes precedence 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 (Vork"). This Work commences on the start date and will be perf, ormed pursuant
to the schedule specified in the attached scope of work and, subject to any change orders or
addendlums. represents Me entire agreement between Convergint and Custom". This
Agreement applies to the exclusion of any other terms float the Customer ".ks to impose or
incorporate (such as Customer's purchase order kmm) which are in addition to or irconsistent
with the tennis and cwMjons of uhis Agreement, or w*Nch are implied by trade, custom, practice
or course of dealing, all of fMjch are deemed expressly relected and will not be binding.
This Agreement is made without regard to compliance with any special sourcing, andlior
manufacturing requirements, minohty or disadvantaged supplier
. er requirements., or similar -
government procurement laws- Should such requirements be applicabLe- to this Agreement,
Convergint reserves the right to n-todify andlor wi"raw As AV-eement.
Customer understands that Conver-gint is an authorized distributor or re -seller and not the
manufacturer or developer ("OEW-) of software, haraviare and equipment (collectively, "Third
Party Pmdwds') purchased by Customer and certain services are delimered to Customer by
such OEM,.
Convergint agrees 'In accordance with the mutually agreed project schedule,
a. To submit shop drawings, product data, samples and similar submittals if required in
gyring tine Vqw. k;
b, To pay for all labor, maltenals, equipment Wols, supetvisson, programming, testing, startup
ar4 documentation required *to perform the Work in ac=danoe with the Agreement
c. Secure and pay for permitss and governmental fees, licernses, and inspections necessary
fbir proper execution a., -A corn;xetion of the Work, unless local regulations provitle
othe-rwise; and
d. Hire subcon"cl= and order material to perform part of the Work, if necessary, wNle
remairung responsible for We completion of thelftrk;
Customer agrees in accordance with the mutually agreed project schedule, and at no cost
to Convergint'.
To promptly approve submit provided by Cw%v
To provide ace to am areas of the site which are necessary to oo mplete the vvlloik
To supply suitable electrical service as required by Convergint:
To remove site obstacles and job safety hazards;
e. To promptly participate and approve acceptance testing, if applicable;
ft Upon completion of commissioning or agreed, to acceptance criteria, to promptly
provide ". n-off establishing job closeGut: and
g. That in the event of any emergency or systems failure, reasonable safety precautions
will be taken by Custcxrer to protect 14e and priapelty dun'N the period from when
Convefgint is first notified of the emergency or fakire and until such time that Convergint
notifies the Customer that the systemos are operational or ftit the emergency has, cleared.
THE WORK ANORTHIRD PAR"Ir-Y. PRODUCTS ARE DESIGNED TO HELP REDUCE, BUT
NOT ELIMINATE RISKS OF LOSS RELATING TO PEOPLE, PREMISE$, OR PROPERTY -
THE A.MOUtfTS BEING CHARGED BY CONVFIRGINT ARE NOT SUFFICIENT TO
GUARANT EE THAT LOSS OR DAMAGE WILL DECREASE OR BE ELIMINATED. Custom .Qr
acAnowledges Mat proper safety and severity requires a multHayered approach of people,
processes, saffety, and technologies. The Work. including Third Party Products-, proOded by
Convergint is not suffidie-nt to ensure, overall safety and sewfty. Customer ackww"es and
agrees that %A is responsible for its overall safety and security, including testing and maintenance
of ft Third Party Products (except to the extent contracted to Convergint by written agreement)
and training of its personnel, Customer, acknowle& - e that as of car I I gea and agrees t t it h a duty e and
is solely responsible for its ccmpliance vithapplicable lavis, rules. and regulations, including but
wilt limited to expod. anxlf re-export restrictions and wgulations, privacy and data protection
regulations. applicable OEM instructions, ter rns and condibons, EULAs, and proper product
usago-
Risk of toss. including any Third Party Product com, pnsing the Work, Shall pass to Customer
as the Work is corripleted and the materials are Incorporated into the Work at Customers
site subject to any end user license agreements, If or Third Party Products are earlier stored
on Customer's site pursuant to agreement between Customer and Convergint. risk of loss
with respect to such or Third Party Product shall pass to Customer usx)n delivery to
Customer's site_
Applicableto Monitoring Services Only, If Monitoring Services are identified in the Proposal,
the parties agree that (a) these Terms and Conditions are not applicable, and (b) Monitoring
Sere ices are governed by the Monitoring Services Terms and Conditions effect ve on the
Effective Date of the Proposal and available at https,#www conve(glint com/terrvis, which is
incorporated by reference as if set forth herein in full, 'Monitoring Services" is defined as
"SenAces" in the Monitoring Services Terms and Conditions,
SECTION 2, PRICING
Pricing and arnounts proposed shall remain valid for 30 days uille&s otherwise specified. Price
includes only the Third Party Products listed based on ConverginCs interpretation of plans and
specifications unless noted wherwise, Additional Third Party Products, unless negotiated prior
to over placement will be billed accordirtgly Sales taxes (or as applicable GST., PST, VAT or
sirrnilar tax) and any ot1her taxes assessed on Customer shad be added to the price upon invoice
toCtstomer.
SECTION 3, INVOICE REMITTANCE AND PAYMENT
Customer agrees to pay Convergint fitty (50%) percent of the total price as a mobilizabon
fee at the time of executing this Agreeroept.
If the Work is performed over more than one month, Convergint will invoice Customer each
month for the Work performed during the previous month. Customer agrees to pay the amount
due to Convergint as invoiced, vothin thirty (30) days of the date of such in ice. If the Work is
in collecting any amounts that become overdue, including attorney fees, court costs and any
other reasorable e",nditure,
SECTION 4. WARRANTY
V"Jarranties for Convergant's services and Third Party Products are described in the Limited
Warranty fit Products and Services available at titti2s;uAomw,converaint,corrtiteErTisi, which
is in effect as of the effective date of this Agreement and is incorpGrated by reference as 4
set forth herein in full.
SECTION 5. CHANGES
Without if wall dati nq this AT. eement or any bond given her ftrwler, Custornar o r Con-vergint may
request changes in the 'Norkwith a change order sigriad by tooth parties, If Customer orders (i)
any changes to the Work (, e-9- change in cl�ecfive, de0verables, tasks or hours), (ii) ranges to
schedule (extension oir acceleration). or (I! Q causes any coated interference with convergiints
pertionnance, of theNork, Convergint shall be entitled to an equftable adjustment in the time for
perfommirice and in the Price, including a reasonable allows for overhead and profit,
SECTION 6. FORCE MAJEURE
Neither Customer nor Convergint shall be Iiab4e for any delay or failure in the W, brmance. of
their respective obligatioins- pursuant to this Aggreement due to circumstances beyond their
reasonable amtrol ffome Majeure') and without the fault or negligence of the parbi
eupe6m-cinq such &-Iay, A Fmo Maje-ure event shall include, but not be Hmited to: acts of
God, pandernic or epidemic. diseases, quarantines, unavoidable casualties, concealed
cGndifiorrs, acts of any civil or military au tbority, riot, insurrectons, and civil disturban . s;
I , ce
war, invasson, act of foreign enemies, hostilities (regardless of whether or not war is
declared), rebellion. revolubon, terrorist activities, strikes, lockouts or other labor disputes:
embargoes; shortage or unavailability of tabor, sup -plies, materials, eq"ipment or systems,
accident fire, storm., water, flooding, negligence of others, vandalism, pv*er failure, installation
of incompatible equipment impmmr operating procrAures, source current fluctuafions or
lkjhung, transportation contingencies; la-ws. statutes, regJabons, and other legal requirements,
orders or judgements,, acts or order of any goveirimm-nt or agency or official thereof, other
catastrophes or any CAn-&- similar occu",nces- If pedorm arice by either party is delayed due to
Force Majeure. the time for performance shall be extended for a period of time reasonably
n K,;essary to overcorne Me effect of the delay and Conve.giot shall be entitled to an equitable
adjustment of the Price.
SECTION T. INSURANCE
In lieu of a Customer insurmce requirements, for Ser0ces performed in the United States,
Convergint shall maintain the followinq insurance coverages during the term of this Agreement
ark upwo request, sttall provide c w--tf"tes of i insixame to the Customer
Work-er's Compensation Statutory Limits
Employees, Liability $1,000,000 per err enceiaggre-gate
Cornm�l General Lability $1 .000.000 per oc-currence
$2,000,000 general aggregate
Automobile Liability $1 .000,000 per occu"encelaggriegate
ExcessdIJm. brella Liability $3,OOG9000 per occurrenmiaggregate
Commeroal Genefal Liability pdicy shall name ft Customer as "additional Wmured' on a
pdrnary!none ontributory basis writh respectto liability arising out of the Sero;cesi, as applicable, but
or to the extent ofliabillies fallingwfthin, the Indemnity obligations- of Convergint pursuarA to the
terms of this Agreement Convergint &ol not prumvide loss runs or copies of its insurance policies.
Conergint shall provide to ft. Customer no less than thirty (30) days' notice prior to the
termination or cancellation of any sudh insurance pol
icy. , -icy, or senses perfomred in Canada,
Corvergint shall maintain sirnilar ilinstrance coverage dependent upon the local requirements in
Can-ada and upon the Insurance availaNe under Convergint's irsurance p(ognam, All required
inumnce coverage shall be reasonable m the circumstances- and compliant wfth local
regulations.
SECTION 9. INDEMNIFICATION
To the fullest extent allowed by law-, Corivergint shall indemnify and hold Customer harmless
fmm and against claims, dama-ges, losses, and expenses (excluding loss of use) attributable to
bodily injury, sickness, disease- or death, or to destruction of tarqible property, but only to the
extent used by the negligent acts or omi-s-A xis of Convergint or Convergint's employees or
subcontractors while on Customer's site.
If Convergint is providing products or services for intrusion detection, detection of specific
threats to people or property (inrJuding gunshot, or drone detection), mass notification.
ballistics or explosives proter-fion. or processing of biometric, health, financial, or
government identifier data recollectively, "Special Offerings'), then fuo the fullest extent
allowed by law (i) Convergint's indemnification obligations under the Agreement do not
apply whatsoever and Convergint Related Parties have no liability to Customer for any
losses or damages caused by any Special Offerings; and (ill Customer shall indemnify,
defend, and hold harmless Convergint Related Parties, 6m and against all claims,
demands, actions, liabilities, damages, and. costs (including reasonable attomeys.' fees)
relating to Special Offerings provided by Convergint , except to the extent of Convergint's
gross negligence installing such Special Offering wavier of d
Offerings. Any wa I or limitation of
liability contained in the Agreement and as modified herein shall not apply to Customer's
indemnification, 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 lirther governed by the Weapons
Detection Addendum effective on the Effective Date of this Proposal and available at
https:I.Mww.convergint.-comlterms, which is incorporated by reference as if set forth herein
in full. "Weapons Detection Systems or Services" means any 4Systerns" andlor �Services'
as each are defined in the Weapons Detection Addendum.
SECTION 9. LIMITATION OF LIABiLtTY
EXCEPT AS PROIVIDED HEREIN, TO THE FULLEST EXTENT ALLOWED 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, PUN(TIVE, LIQUIDATED OR CONSEQUENTIAL DAMAGES, INCLUDING
COMMERCIAL LOSS, L088 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 AR18ING 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 %NI-IETHER THE CLAIM IS BASED ON CONTRACT, WARRANTY, TORT
(INCLUDING NEGLIGENCE) OR OTHER LEGAL THEORY -
SECTION 10, COMPLIANCE WITH LAW, SAFETY, & SITE CONDITIONS
Convergint agrees to comply with all laws, rules, and regulations applicable to its provision of
the Work- Customer will comply with all applic-able I;wws and agreements applicable to its use
and operation of the 'No(k Convergint sh-all compPI with all safely related laws and regulations
and with the safety program of the Customer. provided sudh program is sup0ed to Con-vergint
prior to beginnitV01ork,
If dunng the course of its Work, Convergint encounters conditions at the site that are
subsurface, differ materially from what Is represented in the contract documents, or
otherwise concealed physical conditions, Convergint shall be entitled to an extension of
time and additional costs for the performance of its work.
If Convergint discovers or suspects ft presence of hazardous materials or unsafe working
=-iditions at Customers sitewihmire the Work is to be performed,. Convergint is entitled to stop
the Work at that site if sucti hazardous mailenals, or unsafe working conditions were not provided
by or caused by Convergint Convergint in As sole discretion shall deterr-nine when it is "safe'
to return to perform the Work at Customers site. Convergint shall have no responsibilityfarthe
disr,overy, presence, handling, mein ing or disposal of or exposure of persons to haz-ardous
materials- in any form at the Customers site. To the fullest extent allovied by law, Customer shall
indemnify ark hold harmless Convergint from and against claims, damages, asses and
expenses. including but not limited to, reasonable atton-veys fees, arising out el or resulting ftm
undisclosed hazardous materials or unsafe working conditions at Customer's site.
SECTION 11. PERSONAL DATA & SECURfTY
CAon-vergint's obligations and Habilifies 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 represents and
warrants that it will comply with all applicable Data Protection L&Ws. Although certain
products derive -red by Convergint may be capable- of processing Riometric Information,
Personal Health Information, financial information, or government identifiers ("Sensifive
Information"), Customer acknowledges that Convergint is not Processing Sensitive
Information (or to the extent it is Processing Sensitive Information, it is doing so strictly in
accordance with Customer's instructions) and Customer is solely resporzible for
compliance or all such Processing with Data Protection Laws, To the fullest extent allorwed
by la,&, Customer shall indemnify, defend and hold harmless Convergint from and against
all claims, demands, actlions, liabilities, damages, and costs (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 to those related to Sensitive
Information, Conveogirst's ribligations and liabilities regardiing information security and
Prozes-sing of vistomer information or data, including Personal Data, are limited to
Processing performed- by Convergint if any). OEM and Third Party Product information
security and Processing is governed by applicable OEM end riser licensing agreements or
terms. *Personal Data', "Process(ing)', 413iorrietric InformatiGn", and "Personal Health
Information' shall bee interpreted in accordance with, and shall include analogous
terminology as used- in, applicable taws and regulations relating to data privacry. information
security, data protection.. data breaches, cross -border data flow, s, andlor the rights and
obligations of persons or entities regarding personal information ("Data Protection Laws"),
To the extent C-orwergint accesses Customer's information syste
ms, Convergint will not be
responsible or liable for losses or harms caused by following Custor-nees instructions,
caused.. by Third Party Products, caused by third party or CustDmer-spiecified remote access
software, or ttiat are otherwise not due to the fault of Convergint. Custome(-aulhodzed
changes to Customer information systems are at Custorner's own risk and Customer
acknowledges it is responsible for ft. overall security of its information systems.
SECTION 12. INTELLECTUAL PROPERTY
Con-vergint shall retain We and ownership of all intellectual property rights relating to the
drawings,. technical documentation, or other lechnical information ("Documentabon")
delivered under this Agreement.. The OEMs shall retain We and ownership of all intellectual
property dghts 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 Documentation
supplied by Convergint for any -purposes 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, it based
on, (al changes by its vendors to tine 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, labor
shortagesistrikes, etc., (c) market conditions such as price volatility or availability
limitations, or (d) other events not within Convergint's control that knpact the cost of
performing the Work. The adjustment shall be consistent with applicable market indexes,
where available, third -party sources or other evidence- Convergint reserves the right to add
periodic, surcharges, including Without limitation, adjustments for the Owen current price of
fu.e'., such surcharges to be specified and mvoiced by Convergint.
SECTION 14� TERMINATION
If a party materially breac-hes this Agreement, the other party shall provide written notice of the
breach and a reasonable time to cure the breach, but in no event less than 30 days. If the
breaching party fails to cure #* breach within Ow specified time period, ft non -breaching party
may terminate this Agreement upon 15 days written notice to the er party. If Convergint
notifies Customer of a ma i this paragraph, Convergint may iemp
- terial breach pursuant to I - orarily
suspend its work without liability until Customer cures the breach.
SECTION 15. GOVERNING LAW AND DISPUTES
The parties agree that this Agreement shall be governed by thie lavis of the stateilprovince
where the Work is located, and venue for disputes shall be located in that statelprovirme.
In the event of any dispute behveen Convergint and Custornef, Convergint and Customer sball
first attempt to resolve the dispute in ftie field, but if that is not succe-ssful. then in a meeting
between authorized officers of each company, If settlement aRem pis are not -successful, unless
s
the dispute requires injunctive relief, then the dispute shall be decided exclusively by arbitration.
Sucharbitration shall be conducted in accordance with the Construiclion Industry Arbitration
Rules of the Arnericar Arbitration Association (if The Services are performed in the United
States) or Arbitration Rules of the ADR Institule of Canada, Imo:. (if the Services are performied
in Canada) currently in effect by a single arbitrator and shall be a fi-ra-I bindiN resolution of the
issues presented between the parties. The prevailing party shall be entitled to recover its
reasonable atlameys'fees and casts. Any award by the arbitrator may twe- entered as a judgment
0 any oourl having lurisdiction,
SECTION 16. MISCELLANEOUS
The parres have required that this Agreement be vvedtan in English ar-4 hme also agreed that
all notices or ,Mier documents required by or contemplated in this Agree rent be written in
English. Los parties ont fequis que cette convention -soft rddigde- en anglais et ont 6galerrient
corrvenu que tout axis ou autre document ekig0i aux termes des pm'senle ou d6coulant de rune
qw1conque de ses dispositions sera pm -pare en ainglaic.
Any changes to this Agree -went shall be in wriiiN signed by both Customer and Corwergint,.
In the event any provision of this Agreement is held to be invalid or unenibroeable, the remaining
provisions of this Agreern. ent shall remain in ft A force and effect.
Customer waives all clan s against Convergint arising from or related to suspension of work
mirsuant to this Agre—ement.
Customer and Convergint are tr4opendent contractots-, and nothing in this Agreement crea
arty agency, joint venture, partnership, or rather Imm, of joint enterprise, employment- or fiduciary
relaticaship between them. Nothing contained in this Agreement shall bet deemed to create a
ne-labon-ship of ernplayfae or employer between the parties, and neither party shall be entitled to
arty benefits that the other party pmwides for its own employees, inoludirg, workers
corri.pensation and unemployment insuranop- Each party sihalt have. exclusive control over its
own employees. agents, and subcontractors, Its labor and employee retatiom, and its policies
relating W wages, hcxo,.s, w"Jinq m.-iclitions. or other �diuons,
Neither party to ttvs Agreement shall assign this Agreernent wduxA the prior written consent of
the other pally hereto, Notwithstanding the foregoicV., Cemwergint may assign this Agreement
'00-ithout notice orconsent III) to any of its parents, subsidiaries or affiliated companies or any
entity maionty awned by Corrvergint-, or (ii) in connection with a merger, acquisAion,
remanization, sa*W of all of ttw-- eqtty interests. of Conv K-gint, ex a sMe of all or sobstaintially all
of the as -sets of Convergint toelch this Agreernent relates.
Notices shall be in wrung and addressed to the- other party, in accordancewith- the names and
addresses of the parfies as shown above. Al nukes shall be effective upon receipt by the party
to whom the not= was sent.
In no event will Convergint be obligated to comply with any project, labor agreements or
other collective bargaining agreements.
A waiver of the terms herounder by one party to the other party shall not be effective unless in
writing and signed by a person w:M aufftfity to commit the Customer and Corivergint- No
waiver by Customer or Convergint shall ooerates as a continuous waiver, unless the watten
waiver specifically states that it is a coribnuous waiver of the terms stated in that v4ver.
The Sections regarding invoicing, warranty. indemnity, firnitation of liability, confidentiality and
disputes shall survive the terminabion of this Agrees *nl-,
Convergint provides additional product safety and service information at
http-s:],!,m#p,v.r,on,iergint.coroltermsI (see 'IMPORTANT PRODUCT SAFETY AND
SERVICE INFORMATION"), which it encourages Customer to review prior to use,
- - - -- ------- I - - ------- I --- - V4, l September 2024 Rage 21 t" f 2 Coov--rgi',MTochn,'-�,ogj'els