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HomeMy WebLinkAboutAgreements/Contracts - Facilities & Maintenance (003)GRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT:Facilities aC1CI Maintenance DATE: g-1 H-ZO2J REQUEST SUBMITTED BY: Kevin Schmidt CONTACT PERSON ATTENDING ROUNDTABLE: KeVICI Schmidt CONFIDENTIAL INFORMATION: ❑YES *NO PHONE.509-754-3272 itTEbw, M511... *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 ❑Employee Rel. B 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 El Recommendation ❑Professional Serv/Consultant ❑Support Letter ❑Surplus Req. ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB am requesting approval for the agreement with Convergint to install access control for improved secutiy on 5 doors for the Grant County District Court judge's chambers. The cost of this project is $19,334.00 and will be paid by a grant from the State AOC and trial court improvement funds. A request for approval had previously been submitted by the District Court Administrator. FISCAL/ BUDG�T IMPACT: Please contact accounting to complete a Financial Request Form or to submission. If necessary, was this document reviewed by accounting? ❑ YES 0 NO ❑ N/A If necessary, was this document reviewed by legal? 0 YES ❑ NO ❑ N/A DATE OF ACTION: R•c�,3' 07.1`�— DEFERRED OR CONTINUED TO: APPROVE: DENIED D1: K D2: D3: ABSTAIN WITHDRAWN: 4/23/24 0 convergInt 11707 E Sprague Ave, Spokane Valley,Washington 99206 Phone Mobile 509-867-8619 justin.magee@convergint.com August 5, 2025 Grant County Quotation: JM46841326P Grant County Courthouse RFP#: 35 C St NW Ephrata, Washington 98823 Attention: Reference: WA-S-Grant County Courts 5 Door Adds August 2025 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. convergent Scope of Work • Provide labor and equipment to add four (4) additional access control door packages at the Grant County Courthouse in Ephrata and one (1) additional access control door at the Grant County District Court in Moses Lake. The door packages will include new electronic locking hardware on all doors, HID multiclass card readers to match existing, door contact, and request to exit (REX) sensor. • Ephrata Courthouse o Door locations and details are as follows: ■ Judges Chamber Door Courtroom 209 — Standard card reader and cylindrical electric strike for a thin wooden frame ■ Judges Chamber Door Courtroom 301 — Standard card reader and cylindrical electric strike for a wooden frame ■ Courtroom 301 Exit — Mullion card reader and rim strike ■ Judges Chamber Door Courtroom 202 — Standard card reader and cylindrical electric strike for a wooden frame. This door will be connected with a Lenel X2210 single door PoE controller since the pathway to the existing access control panel is limited. ■ Convergint will also supply a new eight (8) door enclosure to be installed near existing access control panel ACP-02A since the existing controller is full at this time. the existing access control panel to accommodate the additional card readers. This enclosure will allow for expansion as necessary. • District Courthouse o Door details are as follows: ■ Judges Chamber Door (Location TBD) Standard card reader and cylindrical electric strike for a wooden frame ■ This door will be run to a spare reader port in the existing access control enclosure already in place. • 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. 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. Materials E Li ne Q �Qty Nl Part �.. £ _ Description 1 BOM FP0150- E 2 1.00 B10008D8 = POWER SUPPLY BOARD 15OW 12A/12V OR 6A/24V PE4M t < 3 3.00 738382 12V 12AH Lead Acid Battery, Sealed, Rechargeable, With F2 Terminal Dual Reader Interface Module (Series 3 Supports OSDP Readers) 12/24 VDC, 2 ,4 2.00 LNL-1320- 'Reader interface, W/M, 8 inputs, 6 (5A) form C relays, RoHS, CE, C-Tick and UL294 S3 t Icertified Intelligent Single Door Controller; powered by PoE, POE+ or 12 VDC @ 1.8A 5 1.00 LNL- ;maximum; size 5.5 in. (140 mm) W x 3.63 in. (92 mm) L x 1.33 in. (34 mm) H with X2210 ,,bracket; 6 MB standard cardholder flash memory, 50,000 of event memory; maximum of Y i :one door, two read 6 1.00 A6N64_ ENCLOSURE NEMA TYPE 1 6H X 6W X 4D GRAY FINISH _5200C- 7 4.00 12/24D- ` 5200C-12/24D-630SB:5200 FP501 & FP501A 630 FIN10590403 630 40NKS- = E 8 4.00 00-000026 SIGNO 40 BLK/SLVR PIG CRD PFL STD OSDP V1 32-B 2 0 N K S- =� S I G N O 2 0 B L K/ S L V R P._,h�.�__�<.�.._�.___�..�.,..�,<„��,�_��,�.�_�____�_.__�_.��.___��<.,��<,._�._H_�.__H�.�___�_.���_.�._��__.�,,..�_�.�,.�..�_����..���.�.�.N�..���.����._���.�.�_.�,,. , IG,CRD PFL STD,BLEMA,BLEMG,NFCMG,OSDP,V1,32-B 9 1.00 0-000026 MSB,EM:32-B, LED: OFF, FLSH:OFF, NOBZR,SRF:ON,VEL:0FF,TAP 0 10 1.00 9600-630 9600-63012/24VDC,US32D,RIM,SURFACE MT,FIELD SELECTABLE 11 5.00 DS 160 1 REQUEST TO EXIT P I R WHITE 1,80._,.,.,.__�,..,.�_N�_� ,,..,.,.....,,.._,.� ,_,_,,��.ti,.,,�_.v�,,.,... „_,..,,, 1 12 5.00 12WG-G 3/4 DOOR CONTACT W/ 9 LEADS GRAY E 13 10.00 M 6644-1 RESISTOR PACK 2-1 K 1/8 WATT 1% 0 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. 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 be 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. 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. • � i Total Project Investment: $19,334.00 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. Customer Name (Printed) Authorized Signature August 5, 2025 Date Title Converglint Technologies Terms and Conditions (install & T&M) Version 4.1 (US AND CANADA) September 2024 Throughout this Proposal, including these Terrris and Conditions and any attachments-, completed in less than one rrsonth. Custtorner agrees to pay Convergint in full after the Work has (*gether, "Agreement') the term "ConvergirC ref w-s to the Convergint Technologies affidiate boen completed within thirty (30) days of the dale of invoice. Invoices shall r- t be, suit to a operabrmj in the state;pravinca in which the Work is being performed and "Convergint Related profect retention percentage and payment to Corwergint shmit not be conditioned on payment by Parties" means Convergint and its corttractors, subcontractors, third party p,-,odtrt an upstream party. If Custorrier is overdue in any payment, Convergint shall be entitled- to manufacturers or providers, suspend the Work wlthou4 liability until paid, charge Customer an interest rate I and 112% SECTION '[,TIDE WORK percent per month or the imaArnum rate permitted by law, whichever is less), and may avail Aso -If of any otherlegal or equitable rem. Customer shall reimburse Converaint,"osts, incurred Ths Agreement takes precedence over and supersedes all prior pioposalls, cwtespcindeme, and oral or written agreements or representations relating to the work set birth in the attached scope of work, (Vork'), ThisWor; commenms on the start date and will twa performed pursuant to the schedule specified in the attached scope of work and, subject to any change orders or addendums, represents the entire agreement between Convergint and Customer- This Agreement app lies plies 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 tom -is arm cor4itions of this Agreement, or which are implied by trade, custorn, practic-e or course of dealing, ail of which are deemed expressly ",ected and will not be binding, This Agreement is made without regard to compliance with any special sourcing andlor manufacturing requirements, minority or disadvantaged supplier requirements, or similar governiment procurement laws. Should such requite mtints be applicable to this Agreement Convergint reserves the right to m dj arWor withdraw its Agreement Customer understands that Convergint is an authorized distributor or reseller and not the manufacturer c.- developer ("OEM') of saft1ware, hardware and equipt-nent (W4ectively, "Third Party Pradutcts') purchased by Customer and cerfain ser0ces are delivered to Customer by such OEM,. Corwergint agrees in accordance with the mutually agreed project schedule: a. To submit sftp dwevrings, product data, samples and similar submittals if required, in pkxyninqg the Work, b. To pay for all labor, materials, equ ,pnient, Wds, supervi"". programmav, testing, Startup and docurnentationrequired to perforrn the Work in accordance with the Agreement c. Secure and pay for permits and govemmental fees, liomses. and inspections necessary frx proper execution and cornetonof the 10(Wk, unless local regulatom movide attsemdse: and d, Hire subcaftvcvs and order moterial to pedomn part of the Work, f nezessary, While remaining responsible for the completion of theWork. Customer agrees in accordance with the mutually agreed project schedule, and at no cost r q- to Convergint. a. To promptly appm,,ve submifte provided by Convergint;- b. To provide access to all areas of the ate which are necessary to complete the %No& c. To supply suitable electrical service as required by Convergnt, d. To ramove site obstacles and job safety hazards-, e. To prompt, p_irticipMe and approve acceptance testing, if applicable; t Upon completion of commissioning or agrees to acx-eptance cHteda, to promptly provide sign -off establishing job closeout: and That in the event of any emergionacy or systems failure, reasonable safety pfecautions w t i * taken by Cuslomer to protect life and property dLM-,ng the period from when Corwergint is fit notified & the emergency or faiture and unifil such time that Convergint notiffies fte Customer that the, system-s are operational or that the cimergency has cleared. THE 141ORKAIN010R THIRD PAR7Y. PRODUCTS ARE DESIGNED TO HELP REDUCE. BUT NOT ELIMINATE RISKS OF LOSS RELATING TO PEOPLE, PREMISES. OR PROPERTY - THE XMOUNTS BEING CHARGED BY CONVERGINT ARE NOT SUFFICIENT TO GUARAN-I-EE THAT LOSS OR DAIMAGE WILL DECREASE OR BE Er MINATED Customer acknowledges tbzt proper safety and security requires a multi -layered approach of people. processes, safety, and technologies. The 'Work., including Third Party Products, provided by Crinvergint, is not sufficient to erasure overall safely antdlseounity, Customer acknoodee4es and agrees that A isreswnsible for its overall safety and security, including testing and maintenance of the Third Party Products (except to the extent contracted to Corivergint by wdnen agreement) and training of its personnel. C .Atomier acknowledges an,4 agrees that it has a duty of care and is solely re-sponsiNe for its campliance with applicable lm-oA, rules, and regulations, including but not limited to expod at re��xport, restrictions and regulations, privaq d data protection y an regulations. applicable OEM instructions. terms and conditions, EULAs. and proper product Usage RjsX of loss, including any Third Party Product comprising the Work, shall pass to Custorner as the Vilork is completed and the materials are incorporated into the Work at Customer's site subject to any, end user license agreements, If or Third Party Products are earlier stored on Customees site pursuant to agreement between Customer and Convergint risk of loss with resrAtct to such or Third Party Product shall pass to Customer Upon delivery to Customer's site_ Applicableto ManitoKing 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 Services are govemed by the Monitorinq Services Terms and Conditions effective on the Effective Date of the Proposal and available at h1lps-#w,,vv4,conve#,g1nt comitermswhich. is incorporated by reference as if set forth herein in full. 'Monitoring Services" is defined as "Services" in the Monitoring Servic "m Terms and Conditions. SECTION 2, PRICING Pricing and amounts proposed shall remain valid for 30 days unless otherwise specified. Price includes only the Third Party Products listed based on ConverginCs interpretation of plans and specifica6cris unless noted otherwise. Additional Third Party Products, unless negotiated prior to order plac*ment, will be billed aCr.or"diNlyr Sales taxes (or as applicable GST, -PST, VAT or similar tax) and, army other taxes assessed on Ctztorner shall be added to the price upon invowe tocustomer. SECTION 3. INVOICE REMITTANCE AND PAYMENT Customer agrees to pay Convergint fifty (501%) percent of the total price as a mobilization 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 the previous month. Customer agrees to pay the amount due to Convergint as invoiced, within thirty (30) days of the date of such irwice. If the Work is in collecting any amounts that become overdue, including attorney fees, court costs and any other reasonable expenditure, SECTION 4. WARRANTY Warranties for Gonvergint's services and Third Party Products- are described in the Limited Warranty N lco;nllernisl, which for Products and Services available at htto& ktPw converair t w. is in effect as of the effective date of this Agreement and is incorporated by reference as if -set forth herein in full, SECTION S. CHANGES Withot-A invalidating this Agreement or any bond given herNwnder, Customer or Corwergint may request changes in the Work with a change order signed by both partles. If Customer orders (i) any changes to ftma Woek (e.g_ ctm inge in ol�ecfive, deliverables, tasks or 'hours), (4) changes to sch*d ule (extension or acceleration), or (i i I ) causes any material. i nterf aerence with Conve r4ints performance of the Work. Co wergint shall be entitled to an equitable adjustment in the time for perfom,iiance and in the Price, incl�,FA-inqp a reasona-Me. allowance for overhead and profit SECTION 6. FORCE MAJEURE Neither Customer nor Convergint shall be liable for arty delay or failure in the performarace of their respectNe obligations pursuant to this Agreement due to o rcumstanoes beyoindl their reasonable ewitroll CForoce- M74eure') anA without the fault or negligence of the party - experiencing such delay, A Force Majeure event shall include, but not be, hrmited to, acts of God, pandernic or epidemic. diseases, quarantines, unavoidable casualties, concealed conditions, acts of any civil or military authority; riot, insurrectons, and civil disturbances; war, invasion, act of foreitin, energies, hostilities (regardless of whether or not war M declared), rebellion. revolution. te!--Iorist activities, strikes, lockouts or other labor di-sputes: ernbatgoems, shortage or unavailab'fity of labor, supplies, materials, equipment or systems; accident, fire. storms, water, fboding, negligence of others, vandalism, power failure, i ntallation of incm-ipaftle equipment improper operating procedures, source- current fluctuations or fighting, transportation contingencies. [avvs, t. es regulabons, and otter legal requirements, orders or judgements.- acts or wder of any govermnent or agency or official thereof, othear catastroo, es or any cother similar occurrv-see If perform ance by either party is do-layed due, to Force Majeure, the tires for performance shall be extended for a period of time reasonably njp�,- sari to overcome ft effect of the delay and Convergint shall t� entitled to at, equilable adjustment of the Price_ SECTION7. INSURANCE In ile-j of any Custo-ner insuirarim requirements, for d rf rm U i a Sep Ices pe b ed in the n fed Stater, Cory-vergint shall maintain !he tdlowiing insurance coverages during the term of this Agreement ar-A upon request, stall provide ceftifirAtes of insurance to the Customer Worker's Compensation Statutory Limits Employers Liability $1 :000,000 per occurresnvelaqgre� ate_ Co m merdal General Liability $1,0W,000 roccurrence $2,000,000 general aggregate Autorrobile Liability $1 �000,000 W occurs encelaggregate Excess&JmbmIla Liability $3.000,000 per occuirrence-i-aggm9ate Commercial General Liao sty poles shaii mire the Qxstomer as "addilonal insured' on a pftary!ncincontributory basis wiffi respect to liability arising out of the Spices, as applicable, but only to the extent eoflialaiIles fallit,,g within the indemmity obligati.ons of Convergint pursuant tip the terrors of this Agreement Convergint shalt not pruMle Icss runs or copies Gf its insurance policies. Convergint shall provide to the Customer no less than thirty (30) days' notice prior to the ten"runation or cancellation of any suo insurance policy. For serACes. Mrformed- in Canada, Convergint shall maintain sirrilar insurance coverage dependent upon the local requirements in Can-aida and upon the insurance available and Convergint's "'uraince pm9t9m. All required insurance coverage shall be reasonable P, the circumstances and compliant with local regulations. SECTION 8. INDEMNIFICATION To the fullest extent allowed by law, Ccmvergint s-Inall indemnify and hold Customer harmless from and against daims, damages. losses, arA expenses (excluding loss of use) aftnibutaue to bodil ly injury, sickness, disease or death, or to destructon of tangible property, but only to the extent caused by the negilgent acts or omis�.ns of Convergint or Convergint's employees of subcontractors ',mile on Customees site. If Convergint is providing products or services for intrusion detection, detection of speciffic threats to people or property (including gunshot, or drone detection'), mass notification, ballistics or explosives protection, or processing of biometric, health, financial, of govemment identifier data (collectively, "Special Offerings"), then to the fullest extent allowed by law (i) Corrvergints indemnification obligations under the Agreement do not apply whatsoeveraind Convergint Rotated Parties have no lia4ility to Customer for any losses or damages caused by any Special Offerings, and (ii) Customer shall indemnify, defend, and hold harmless Convergint Related Parties, frorn and against all, claims, demands, actions, liabilities, damages, and costs (including reason -able attomeyst fees) relating to Special Offerings provided by Convergint , except to the extent of Converginrs 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 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 Addendvrri effective on the Effective Date of this Proposal and available at https:ihhww.con-vergint.coml#-.erms, which is incorporated by reference as if set forth herein in full. "Weapons Detection Systems or Services" means any 'Systems" -or' i and] sery ces' as each are defined in the Weapons Detection Addendum, SECTION 9. LIMITATION OF LIABILITY EXCEPT AS PROVIDED HEREIN, TO THE FULLEST EXTENT ALLOWED BY LAW: (A) IN NO EVENT SHALL EITHER CONVIERGINT RELATED PARTIES, OR CUSTOMER SE LIABLE UNDER OR IN CONNECTION WITH THIS PROPOSAL FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, LJOUIDATIED OR CONSEQUENTIAL DAMAGES, INCLUDINIS COMMERCIAL LOSS. L08-S OF USE OR LOST PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAIMAGES AND (B) THE AGGREGATE LIABILITY OF CONVERGINT RELATED PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID 8Y CUSTOMER TO CONVERGINT UNDER THISAG- REEMENT. 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 10, COMPLIANCE WITH LAW, SAFETY, & SITE CONDITIONS Convergint agrees to comply w h� all laiwa. rules, and regulations applicable to its p"os-ion of the Vliorj'K- Custorner Will comply with all applicable laws and agreements applicable, to its U and overatic of the Work. Convergint shall corriol with all safety related laws Lind tegulations and %mith the safety program of the Customer, provided such, program is supplied to CDnvergint prior to beginning Work. If during the course of ft Work, Convergint encounters conditions at the site that are spubsurface, differ materially from what is repre"—nted in the contract documents, or other.Wise concealed p4ysical conditions., Convergint shall be entitled to an extension of time and additional costs, for the performance of its it If Convergint discovers or, sues #;* presence of hazavdmz materialls or unisde working corgd-itions at Customers site wtvere the 'Plorlc is to be. performed, Convergint is entitled to stop the Work at that site if such hazardous materials, or tantafe woeking conditions were not provided by or causes by Convergint Convergint in its sole discretion shall determine when it is "safe" to return to perform the Work at Custom ars site. Convergint shall have no responsibility Wj, the discovery, presence, ding, rem&ong or disposal of or exposure of persons to hazardous materials in any form at the Customers site. To #,.,e tullest extent allowed by law, Cu-skx-f-er shall indemnify and. hold harmless Convergint from and against claims, damages, losses- and e-,Kpses, including but not limiled to, reasionable attorney I s feesi, arising out of or resultirgifirom undisclosed hazardous mwerials- or unsafe, worlKirig wnditions at Custorner"s site. SECTION 11. PERSONAL DATA & SECURITY Com.fergint's obligations and liablilities regarding Processing of Personal Data and mfoirmation security shall be limited solely to Pro -esling performed by Convergint's personnel. Processing by OEMs or Third Party Products are governed by any applicable 0041 end user licensing agreements or terms and conditions, Customer represents and warrants that it 'gill CGMPIY WIL11 all applicable Data Protection Laws, Although certain products delivered by Com/orgint may be capable of processing Siorne-tric Informafion, Personal Health InforTr-m-tion, financial information, or government identifiers ("Sensitive Information"), Customer acknowledges that Convergint is not Processing Sensitive Information (or to the extent it is Prwessinq Sensitive Information, A is doing so strictly in accordance with Customer's instrur-tions) and Customer is solely respornsible .for compliance of all such Pressing with Data Protection Laws. To the fullest extent all wed by law, Customer shall1-Indemnify, defend and hold harmless Convergint from and against all claims, demands, actions, fiabilities, damages, and costs (including reasonable attonneys: fees) asserted by a third party arising out of or relating to failure to cornply VA-th applicable Data Protection Lavvs including but not limited to those related to Sensitive Information. Convergint's obligafions and fia�jiljtles regard ling information securiity ark Processing of vistorner informatiGrn or dalta, including Personal Data, are limited to Processing perfo rmoed by Convergint (if any). OEM and Third Party Product information security and Processing is governed by appilcable OEM end user licensing agreements or termis. 'Personal Oat -a, "Process(inq)*I, ".Biometric Informatory", and 'Personal Health Information' shall be interpreted in accordance mah. and shall include analogous terminology as used in, applicable laws and regulat ores relating to data pHiw y, infbirmation security, data protection, data breaches, cross -border data flows, andlor We rights and obligations o(persoins or onfities, regarding personal information ("'Data Protection Laws -')- To the extent Convergint accesses Customer's information systems, Convergint win not be responsible or liable for losses or harms caused by following Customees instructions, caused by Third Party Products, caused by third party or Custorner-specified remote access softwere, or that are otherovise not due to the fault of Convergint, Customer -authorized &an -gel to Customer information vystems are at Customer's own risk and Customer acknowledges it is responsible for ltm overall security of its infomiation systems. SECTION 12, INTELLECTUAL PROPERTY Convergint shall retain fide and ownership of all intellectual property rights relating to the drawings, technical documentation, or other technical information ("Documentationj deli,-vered under this Agreement- The OEMs shall retain tide and ownwership of alt intellectual property 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 and�or maintenance of the Third Party Product. SECTION 13. PRICE ADJUSTMENT Converc I gint may automatically adjust the price, With five (5) days prior written notice, if based on; (at changes by its vendors to the cast of materials or Third Party Products to be delivered andflor labor costs related to personnel responsible for performing the Work, (b) macroeconomic conditions, such as taxes, tariffs or duties, natural disasters, labor st,vortagesr'strikes, 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 consistent with applicable market indexes, where available, third -party sources or other evidence- Convergint reserves the right to add periodic surc,"Irges. including without limitation, adjustments, for the then current price of fuel, such sur&,arges to be specified a- indicedby Convergint. SECTION 14. TERMINATION If a, party materially breaches this AgyeemenL 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., It the breaching party fails to cure Ow breach Within ft specified time period, the non -breaching party may terminate this Agreement upon 15 days written notice to the other party. If Convergint notiftes Customer of a material breach pursuant to this paragraph, Convergint may ternporarily suspend its work without fiatility until Customer cures the breach. SECTION 15. GOVERNING LAW AND DISPUTES The parties agree that this Agreement shall be governed by the laws of the staWprovinCe where the Work is located, and -venue for disputes shall be Located in that statelp rovince, In the event of any dispute behveen Convergint and Custornef, Convergint and Customer sh-all first attempt to resolve the dispute in ffie field, but if that is not successful, then in a rnexa-ting between aluthofized officers of each company, If segment. attempts are not smcessful, Unless the dispute requires injurctive relief, then the dispute shall be derided exclusively by arbitration. Sucharbitration shall be conducted in accord-ancewith the Constftjdon Industry Arbitration Rules of the American Arbitration Association (if the Services are pWormed in the United States) or Arbitration Rules of the ADR Institute of Canada, Inc. Cif the Services are perforated in Canada) currently in effect by a si ngto arbitrator and shall be a find binding resolu tion of the issues presented between the parties. The prevailim,; party shall te entitled to recover its masonable, anomeys` fees aid costs. Any award by the arbitrator may be entered as a judgment in any court having judsdefion. SECTION 16. MISCELLANEOUS The parties have requ-red Ittiat this Agreement be written in English and have also acre, ; eed Mat all not-ces. or oter documents required by or contemplated in this Agreement be written in English. Les parties ont requis quo cefte convention snit rd-digde- en anglals at tint 69alenaent convenu que Imt axis ou auk document e*96 aux termes, des pre'sentes ou dkoularit de rune quelconique de ses disposibons sera prdpar6 en anqlais. Any changes to this Agreement shall be it, writi% signed by both Customer ar-4 Convergint- It-, the event any provision of this Agreernent is hea-ld to be invalid or unenfbrueable, the remaining provisions of this Agreement shall remain in full force and effect. Custorner waive all claims against ConveqAt artsirrg from of telated to suspn of work, pursuant to this Agreerrient. Customer and Convearglot are independent cointmrAors, and nothing in this Agreement axeates ars:, y agercy. joint venture, partnership, or iatt�-r form of joint. enterprise, employment or fiducwirjr felatio-1-ship between- them. Nothing contained in his Agreement shill be deemed to create a relationship of employee or employer between the parties-, and neither party shall be entitled to any benefits that the other paid provides for its crwn empiqyees. including;hers compensaiticin and unemployment insurance- Each party sPall have exclusive conteat over its autm employees, agents, and subcontractors, Its; labor and emp-4oyee relations, and its poli-des relating to wages, hoxsrs, o(king cmd-itions, or other cotxiiVons— Nefther parlty to thais Agreement shall assigri this Agreement without the phor written consent Of the other party ttereto. Notwithstanding the foreg-oing, Convergint may assign this Agreement ,worthout notice a consent (J) to any of Its paterifts, sut4idanfies or affiliated companies or arry entity majority cmmed by Convergint or (ii) in nine-dion with a merger, acquisilion. reorganization, saw of all of th* equity interests of Cotwergint'. W. a sale of all or sub-stantially 911 of ffie assets of Corwergint to -which this Agreement relates, Notices shall be in wnting and addressed to the other p—atty, in accordance with the narnes and addresses of the parties as shown above. All nobrRs shall be effective upon r",pt by the party to whom the node was sent. in no event will Convergint be obtigatead to comply with any project labor agreements or other collective -bargaining agreements. A waiVer of the terms hereunder by one party to ttv other party shall not be eff-ec-tive unite in writing and si ned by a person A dih authority to commit the Customer and Corinfergint. No P9 waiver by Customer or Convergint shall op_erate as a continuous waiver, sinless the written waiver specifically states, that it is a i or tiniious veal of the term.s stated in that wal"Ifer, The Sections regarding invoicing, warrar4tj, indemnity, firnitation of liabifti, confAientiality and distmites shall surviWe the termination of this Agreen*nt, Convergint provides, additional product safetj and sennice information at hVtps:f'/,AAvw.nvergint.como,rmsI (see 'IMPORTANT PRODUCT SAFETY AND SERVICE INFORMATION")- which it encourages Customer to review prior to use V4,1 September 2024 Page 2 of 2 IC-onvergint Technologies