2025-362-E-AMS-Convergint Technologies-Orange County Facilities Building Security for FY 25-26

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Exceptions Addendum to the Orange County Government Request for Proposal RFP#: 367-OC 5456 Request for Proposals to Manage Orange County Facilities Building Security Convergint Technologies LLC submits its bid in accordance with the above referenced RFQ. In addition, Convergint notes the following terms in this exceptions addendum (“Addendum”) and requests an opportunity to discuss, clarify and revise these terms into the final contract documents. For purposes of this Addendum, “Contractor” means Convergint Technologies LLC and its subsidiaries, successors, and assignees of the foregoing, and “Contractor Related Parties” means Contractor and its contractors, subcontractors, third party product manufacturers or providers. Notwithstanding any terms contained in the Agreement to the contrary, in the event of a conflict between the terms of the Contract Terms and Conditions and the terms of this Addendum, the terms of this Addendum shall supersede and prevail. 1. Owner understands that Contractor is an authorized distributor or reseller and not the manufacturer or developer (“OEM”) of software and hardware products (collectively, “Third Party Products”). Warranties for Contractor’s services and Third Party Products are described in the attached Exhibit A, Limited Warranty for Products and Services, which is in effect as of the effective date of the Agreement and is incorporated by reference in this Addendum as if set forth herein in full. 2. Owner acknowledges and agrees that it has a duty of care and is solely responsible for its compliance with applicable laws, rules, and regulations, including but not limited to export and re-export restrictions and regulations, privacy and data protection regulations, applicable OEM instructions, terms and conditions, EULAs, and proper product usage. 3. Contractor’s payment terms are net thirty (30) days for undisputed invoices (without early payment discount). Contractor shall be entitled to invoice once per month. 4. To the fullest extent allowed by law and notwithstanding anything to the contrary in the Agreement, Contractor’s indemnity, defense and hold harmless obligations under the Agreement shall only apply to: (i) the extent caused by its negligence; or (ii) intellectual property infringement related to unaltered work product created by Contractor. 5. EXCEPT AS PROVIDED HEREIN, TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL: (1) CONTRACTOR, CONTRACTOR RELATED PARTIES, OR OWNER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, LIQUIDATED, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO COMMERCIAL LOSS, LOSS OF USE, OR LOST PROFITS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. In the event that Owner seeks damages from Contractor for late completion of Contractor’s obligations under the Agreement, such damages shall be limited to the lesser of one percent (1%) of the contract price per day of late completion or ten percent (10%) of the contract price in the aggregate. Such damages shall be Owner’s sole and exclusive remedy for Contractor’s late completion. 7. Contractor has no responsibility for hazardous materials pre-existing at the work site or brought to the work site by another party. 8. In the event of delays or events beyond Contractor’s control that impact or delay the Contractor’s ability to perform its obligations under the Agreement within the agreed upon time or cost, the Contractor shall notify the Owner in writing, and the parties shall thereafter agree upon an equitable amendment to the Agreement. 9. The parties agree that Contractor’s labor is exempt from the scope of any Project Labor Agreement or other labor agreement that is attached to or otherwise incorporated into this agreement. Further, Owner agrees that Contractor under no circumstances will be obligated to adopt or sign any labor agreements or other collective bargaining agreements. 10. Any monitoring or intrusion products or services shall be solely and entirely provided subject to the terms of a separate monitoring services agreement between Owner and Contractor. Docusign Envelope ID: 72FC414F-3F71-425A-8BE7-8ACB88B3ED15