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Docusign Envelope ID: EFBAE12B-2D33-4288-BDF3-3F19BEEB5A9F <br />IR)1 <br />Proposed Addendum No. I to the Consultant Agreement City of Santa Ana ("Agreement") <br />City of Santa Ana ("City ") and Convergint Technologies LLC ("Consultant") <br />Project Name Video Surveillance Upgrade <br />This Addendum No. 1 ("Addendum") to come, ("Effective Date") amends and supplements the Agreement, <br />including any other documents referred to or incorporated therein. Notwithstanding any terms contained in the <br />Agreement to the contrary, in the event of a conflict between the terms of the Agreement and the terms of this <br />Addendum, the terms of this Addendum shall supersede and prevail. The Addendum No. 1 is for the work on the <br />Agreement and shall not be construed as a course of dealing on other projects. <br />1. Notwithstanding anything to the contrary, this Agreement may be assigned by either party, without notice <br />or consent, to an affiliate of the party or in connection with a change of control, merger, reorganization, acquisition, <br />sale of a majority of the equity interests of the party, or a sale of a majority of the assets of the party to which this <br />Agreement relates. <br />2. TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL EITHER CONSULTANT OR <br />CITY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY SPECIAL, INDIRECT, <br />INCIDENTAL, PUNITIVE, LIQUIDATED OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED <br />TO, COMMERCIAL LOSS, LOSS OF USE OR LOST PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED <br />OF THE POSSIBILITY OF SUCH DAMAGES AND IN NO EVENT SHALL THE AGGREGATE LIABILITY OF <br />CONSULTANT EXCEED I00% OF THE FEES IN THIS AGREEMENT. THE LIMITATION SET FORTH IN THIS <br />SECTION SHALL APPLY WHETHER THE CLAIM IS BASED ON CONTRACT, WARRANTY, TORT <br />(INCLUDING NEGLIGENCE) OR OTHER THEORY. <br />3. Consultant shall maintain the insurance coverage and deductibles-SIRs reflected on its standard <br />certificate of insurance and supporting documentation, which is attachedand is approved. Additional Insured will <br />be on 20 10 12 19 and 20 37 1219 forms. The insurance policy limits for any of the coverages required by this <br />Agreement may be procured and maintained in the form of both primary and umbrella liability policies. Copies of <br />policies will not be provided. <br />4. Notwithstanding anything to the contrary in the Agreement, Consultant's indemnity, defense and hold <br />harmless obligations under the Agreement shall only apply third-party claims (i) to the extent caused by its <br />negligence; or (ii) for intellectual property infringement related to unaltered work product created by Consultant, <br />subject to the Limitation of Liability clause of this Agreement, <br />5. Pricing is based on current market conditions and does not include any potential tariffs, duties, or <br />manufacturer-imposed surcharges that may arise during the course of the project. If such costs are incurred due <br />to changes in trade policies, supply chain disruptions, or other external factors beyond Consultant's control, <br />Consultant will assess their impact and submit a formal change order for review. These costs will be <br />communicated transparently, and project continuation may require an adjustment to the budget accordingly. The <br />City's agreement to the change request will not be unreasonably withheld. <br />The parties have executed this addendum on the Effective Date. <br />City: City's Name <br />By: See attached signature page <br />Name: <br />Consultant: Convergint Technologies LLC <br />reigned by: <br />6ED8F1 C301 6A4B1 <br />Name: Bob Berkery <br />Title:Title: General Manaqer