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Docusign Envelope ID:B2AIFE72-157F-402C-ABF6-9AD2259E53A3 L101 Proposed Addendum No. 1 to the Consultant Agreement City of Santa Ana("Agreement") City of Santa Ana ("City")and Convergint Technologies LLC ("Consultant") Project Name Video Surveillance Upgrade This Addendum No. 1 ("Addendum") to come, ("Effective Date") amends and supplements the Agreement, including any other documents referred to or incorporated therein. Notwithstanding any terms contained in the Agreement to the contrary, in the event of a conflict between the terms of the Agreement and the terms of this Addendum, the terms of this Addendum shall supersede and prevail. The Addendum No. 1 is for the work on the Agreement and shall not be construed as a course of dealing on other projects. 1. Notwithstanding anything to the contrary,this Agreement may be assigned by either party,without notice or consent,to an affiliate of the party or in connection with a change of control, merger, reorganization, acquisition, 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 Agreement relates. 2. TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL EITHER CONSULTANT OR CITY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, LIQUIDATED OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, COMMERCIAL LOSS, LOSS OF USE OR LOST PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CONSULTANT EXCEED 100%OF THE FEES IN THIS AGREEMENT. THE LIMITATION SET FORTH IN THIS SECTION SHALL APPLY WHETHER THE CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY. 3. Consultant shall maintain the insurance coverage and deductibles-SIRS reflected on its standard certificate of insurance and supporting documentation, which is attachedand is approved. Additional Insured will be on 20 10 12 19 and 20 37 12 19 forms. The insurance policy limits for any of the coverages required by this Agreement may be procured and maintained in the form of both primary and umbrella liability policies. Copies of policies will not be provided. 4. Notwithstanding anything to the contrary in the Agreement, Consultant's indemnity, defense and hold harmless obligations under the Agreement shall only apply third-party claims (i) to the extent caused by its negligence; or(ii) for intellectual property infringement related to unaltered work product created by Consultant, subject to the Limitation of Liability clause of this Agreement, 5. Pricing is based on current market conditions and does not include any potential tariffs, duties, or manufacturer-imposed surcharges that may arise during the course of the project. If such costs are incurred due to changes in trade policies, supply chain disruptions, or other external factors beyond Consultant's control, Consultant will assess their impact and submit a formal change order for review. These costs will be communicated transparently, and project continuation may require an adjustment to the budget accordingly. The City's agreement to the change request will not be unreasonably withheld, The parties have executed this addendum on the Effective Date. City: City's Name Consultant: Convergint Technologies LLC igned byBy: See attached signature page By: r�,9 ; Name: Name: Bob Berkery Title: Title:. General Manager