IMPACT MSA Cabling & Low-Voltage Addendum

CABLING & LOW-VOLTAGE ADDENDUM

This Cabling & Low-Voltage Addendum ("Addendum") supplements the IMPACT Master Services Agreement ("MSA") entered into by and between IMPACT Technology Group, Inc. ("IMPACT") and Client. Capitalized terms not defined herein shall have the meanings set forth in the MSA.

This Addendum applies only to the extent Cabling & Low-Voltage Services are expressly described in, and provided pursuant to, an executed Order. In the absence of an executed Order for Cabling & Low-Voltage Services, this Addendum shall have no force or effect.

In the event of any conflict between this Addendum and the MSA, this Addendum shall govern solely with respect to Cabling & Low-Voltage Services, in accordance with the order of precedence set forth in MSA Section 2.5.

This Addendum is required for any cabling work that exceeds Basic Cabling Work as defined in the Managed IT Services Addendum (which is limited to troubleshooting and repair of existing cabling). All new cabling, replacement of existing cabling, relocation of existing cabling, and any cabling Project regardless of scope is governed by this Addendum and a separate Order.

1. DEFINITIONS

For purposes of this Addendum, the following capitalized terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings set forth in the MSA.

1.1 "Cabling & Low-Voltage Services" or "Cabling Services"

means design, installation, termination, testing, certification, labeling, documentation, modification, replacement, relocation, or removal of low-voltage and/or fiber-optic cabling and related infrastructure, including but not limited to copper data cabling (Cat5e, Cat6, Cat6A, Cat7, Cat8), fiber-optic cabling (single-mode, multi-mode), telecommunications cabling, structured cabling systems, patch panels, racks, cable management, pathway and support infrastructure (conduit, cable tray, J-hooks, bridle rings), telecommunications rooms (TRs), main distribution frames (MDFs), and intermediate distribution frames (IDFs).

1.2 "Cabling Project"

means any engagement involving Cabling Services performed pursuant to this Addendum and an executed Order, including new installations, replacements, relocations, modifications, additions, and decommissions, but excluding Basic Cabling Work as defined in the Managed IT Services Addendum.

1.3 "Existing Cabling"

means cabling, infrastructure, pathways, terminations, or related components installed prior to commencement of the Cabling Project, regardless of who installed such items.

1.4 "Industry Standards"

means the technical and installation standards generally applicable to professional structured cabling work, including without limitation:

  • TIA/EIA-568 (Commercial Building Telecommunications Cabling Standard);

  • TIA/EIA-569 (Telecommunications Pathways and Spaces);

  • TIA/EIA-606 (Administration Standard for Telecommunications Infrastructure);

  • TIA/EIA-607 (Generic Telecommunications Bonding and Grounding);

  • BICSI Telecommunications Distribution Methods Manual (TDMM);

  • applicable manufacturer specifications;

and the analogous standards for fiber-optic cabling, where applicable.

1.5 "Permits"

means licenses, permits, approvals, inspections, certifications, registrations, or authorizations required by any governmental authority, building owner, landlord, property manager, or similar party for the performance of Cabling Services at a particular site.

1.6 "Site"

means the physical location or locations where Cabling Services are performed, as identified in the executed Order.

1.7 "Site Conditions"

means the physical, environmental, structural, electrical, mechanical, regulatory, and operational conditions at the Site, including without limitation: existing structural elements; fire-rated assemblies; load-bearing walls; existing electrical systems; existing mechanical, plumbing, HVAC, fire-suppression, or life-safety systems; existing telecommunications infrastructure; environmental conditions; building access constraints; security or operational restrictions; and the presence (whether known or unknown) of asbestos, lead, mold, hazardous materials, biological hazards, or other adverse conditions.

1.8 "Subcontractor"

means any third-party contractor, vendor, installer, or specialist engaged by IMPACT to perform all or part of the Cabling Services. Subcontractors may include licensed low-voltage contractors, electrical contractors, fiber-optic specialists, or other trades.

2. SCOPE OF CABLING & LOW-VOLTAGE SERVICES

2.1 Services Provided

IMPACT shall provide to Client only those Cabling Services expressly identified in an executed Order. The Services shall be performed in a commercially reasonable manner, in substantial conformance with applicable Industry Standards, subject to the terms and limitations set forth in this Addendum and the MSA.

All Cabling Services performed under this Addendum are Cabling Projects governed by MSA Section 9 (Projects & Professional Services).

2.2 Relationship to Basic Cabling Work

Cabling work classified as Basic Cabling Work under the Managed IT Services Addendum (limited to troubleshooting and repair of existing cabling) is not governed by this Addendum and may be performed under the Managed IT Services Addendum without an Order under this Addendum.

For clarity, the following are not Basic Cabling Work and require this Addendum and a separate Order:

  • any installation of new cabling, regardless of length, count, or scope;

  • replacement of existing cabling;

  • relocation of existing cabling;

  • structured cabling design, certification, or testing beyond basic continuity verification;

  • fiber-optic installation, splicing, or termination beyond patch-cable replacement;

  • cabling work requiring Permits, licensed trades, or code inspection;

  • cabling work requiring access above ceilings, behind walls, or through floors;

  • cabling work involving hazardous environments or specialized safety requirements;

  • cabling work requiring engineered design or signed/sealed drawings.

2.3 Order Contents

Each Cabling Project Order shall include, to the extent applicable:

  • description of the work, including drop counts, cable types, distances, terminations, and pathways;

  • Site identification and access requirements;

  • design assumptions, drawings, or schematics where applicable;

  • materials list (or designation that materials are time-and-materials);

  • testing, certification, and documentation requirements;

  • pricing, billing structure (fixed-fee, time-and-materials, or milestone-based), and payment schedule;

  • Permit allocation pursuant to Section 5;

  • timeline, milestones, and access windows;

  • Client responsibilities and dependencies;

  • exclusions and assumptions.

2.4 Out-of-Scope Cabling Services

In addition to the categories of Out-of-Scope Services identified in MSA Section 3.4, the following are deemed Out-of-Scope Cabling Services unless expressly included in an executed Order:

  • engineered design, signed/sealed drawings, or licensed-engineer review;

  • electrical work beyond low-voltage cabling and grounding;

  • structural modifications (cutting load-bearing elements, fire-rated assemblies, or major architectural elements);

  • penetrations of fire-rated assemblies beyond standard firestopping included in the Order;

  • abatement of asbestos, lead, mold, or other hazardous materials;

  • removal or remediation of pre-existing cabling not identified in the Order;

  • coring, x-ray scanning, or specialized destructive investigation;

  • crane, lift, scaffolding, or specialty equipment beyond standard ladders and lifts identified in the Order;

  • after-hours, weekend, or expedited work not expressly included;

  • traffic control, road work, or right-of-way activity;

  • permit acquisition where allocated to Client pursuant to Section 5;

  • inspection coordination with governmental authorities where allocated to Client;

  • furniture moves, IT equipment relocation, or end-user device disconnection/reconnection;

  • network configuration, IT equipment programming, or data services activation;

  • as-built drawings, CAD updates, or formal documentation packages beyond standard cabling documentation included in the Order;

  • abandonment removal of existing cabling beyond what is identified in the Order.

Out-of-Scope Cabling Services shall be billable at IMPACT's then-current rates as a change order or separate Order, subject to scope and authorization pursuant to MSA Section 9.3.

3. CLIENT RESPONSIBILITIES

3.1 General Cooperation

Client shall comply with all obligations set forth in this Addendum and shall cooperate fully with IMPACT in the performance of Cabling Services. The general client responsibilities set forth in MSA Section 5 apply in addition to the cabling-specific responsibilities set forth in this Addendum.

3.2 Site Access

Client shall provide IMPACT and IMPACT's Subcontractors with timely, safe, and unobstructed access to the Site sufficient to perform the Cabling Services, including:

  • access to all areas where Cabling Services will be performed;

  • access during agreed work windows, including any after-hours, weekend, or non-business-hours windows specified in the Order;

  • access to telecommunications rooms, MDFs, IDFs, electrical rooms, and other restricted areas as needed;

  • escort, security clearance, badging, or supervision required by Client or the building owner;

  • parking, loading-dock access, and freight-elevator access where applicable;

  • staging areas for materials, tools, and equipment.

Where Client cannot provide access during scheduled work windows, IMPACT may invoice Client for delay, mobilization, demobilization, and standby time at IMPACT's then-current rates.

3.3 Site Information and Pre-Existing Conditions

Client shall, prior to commencement of the Cabling Project, disclose to IMPACT all known information reasonably relevant to the Cabling Services, including:

  • location of existing cabling, conduits, pathways, and telecommunications infrastructure;

  • as-built drawings, riser diagrams, or floor plans where available;

  • known hazardous materials, including asbestos, lead, mold, PCBs, or other environmental hazards;

  • known structural, electrical, mechanical, plumbing, fire-rated, or life-safety considerations;

  • prior incidents of water damage, pest infestation, or other adverse conditions;

  • restrictions imposed by landlords, property managers, building owners, or homeowners' associations;

  • security, operational, or business-continuity restrictions affecting the work;

  • collective-bargaining-agreement or union-jurisdiction requirements applicable to the Site.

IMPACT shall be entitled to rely on Client-provided Site information. IMPACT shall not be responsible for issues, delays, or damages arising from inaccurate, incomplete, or undisclosed Site information.

3.4 Client-Furnished Items

Where the Order designates certain items as Client-furnished (such as racks, equipment, materials, or consumables), Client shall procure and deliver such items in time for Project execution. Client is responsible for the suitability, quality, and timely availability of Client-furnished items. IMPACT shall not be liable for delays or performance issues arising from Client-furnished items.

3.5 Coordination with Other Trades

Where the Cabling Project is performed in conjunction with work by other trades (general contractors, electrical contractors, HVAC, fire-suppression, security, or other vendors), Client is responsible for general coordination and scheduling among trades unless IMPACT is expressly designated as the coordinating party in the Order. IMPACT shall not be responsible for delays, sequencing issues, or rework caused by other trades or by inadequate trade coordination.

3.6 Authorized Decision-Maker

Client shall designate at least one authorized point of contact for the Cabling Project with decision-making authority to:

  • approve change orders, scope modifications, and additional work;

  • authorize Out-of-Scope Cabling Services;

  • direct field decisions during Project execution;

  • approve Project completion and acceptance.

Client shall promptly notify IMPACT of any change in authorized decision-makers. IMPACT may rely on the authority of the designated decision-maker until written notice of change is received.

3.7 Utilities and Services

Client shall provide, at no charge to IMPACT, utilities and services reasonably required for the performance of Cabling Services, including:

  • electrical power for tools and equipment;

  • lighting in work areas;

  • climate control where work conditions require;

  • restroom access for personnel;

  • internet connectivity for testing or equipment commissioning where applicable.

4. SUBCONTRACTORS

4.1 IMPACT's Right to Subcontract

Client acknowledges and agrees that IMPACT may, in its discretion, perform Cabling Services directly using IMPACT personnel or engage Subcontractors to perform all or part of the Cabling Services. The decision to perform work directly or through Subcontractors shall be made by IMPACT based on factors including but not limited to scope, scale, geography, specialty requirements, licensure, and resource availability.

4.2 IMPACT Remains Contracting Party

Notwithstanding the engagement of Subcontractors, IMPACT shall remain the contracting party with Client. Client shall:

  • direct all communications regarding the Cabling Project to IMPACT, not to Subcontractors;

  • not separately contract with, instruct, modify the work of, or pay any Subcontractor without IMPACT's prior written consent;

  • not solicit or hire any Subcontractor for direct engagement, in accordance with the non-solicitation provisions of MSA Section 17 (which shall apply to Subcontractors as if they were IMPACT personnel for purposes of this Addendum).

4.3 IMPACT Responsibility for Subcontractors

IMPACT shall be responsible for the performance of Subcontractors engaged by IMPACT, subject to the limitations of liability set forth in this Addendum and the MSA.

IMPACT shall ensure that Subcontractors:

  • hold the licenses, certifications, and qualifications appropriate to the work performed;

  • maintain commercially appropriate insurance coverage for the work performed;

  • comply with the safety, confidentiality, and operational requirements applicable to the Cabling Project;

  • are bound by confidentiality obligations consistent with MSA Section 12.

4.4 No Privity Between Client and Subcontractors

No contractual relationship is created between Client and any Subcontractor by virtue of this Addendum or any Order. Client shall have no direct claim against any Subcontractor arising from this Addendum or any Order, and Subcontractors shall have no direct claim against Client.

4.5 Specialty Subcontractors

Where the Cabling Project requires specialty work outside IMPACT's direct capability (including without limitation engineered design, signed/sealed drawings, fire-rated assembly engineering, asbestos abatement, structural engineering, or specialty fiber-optic work), IMPACT may, with Client's authorization, engage specialty Subcontractors at IMPACT's then-current rates plus markup as set forth in the Order.

Where Client elects to engage a specialty contractor directly (rather than through IMPACT), the specialty contractor shall not be deemed a Subcontractor of IMPACT, and IMPACT shall have no responsibility for the specialty contractor's work, scheduling, or coordination.

5. PERMITS, LICENSURE & CODE COMPLIANCE

5.1 General Allocation

Allocation of responsibility for Permits, licensure, and code compliance shall be set forth in the executed Order. In the absence of express Order-level allocation, the default allocations set forth in this Section 5 shall apply.

5.2 Default Licensure Allocation

Unless otherwise stated in the Order:

  • IMPACT shall be responsible for ensuring that IMPACT personnel and IMPACT-engaged Subcontractors performing Cabling Services hold the licenses, certifications, and qualifications required by applicable law and regulation for the work performed;

  • IMPACT shall not be responsible for licensure requirements applicable to Client, Client's other vendors, or other trades operating at the Site.

5.3 Default Permit Allocation

Unless otherwise stated in the Order:

  • Client shall be responsible for obtaining all Permits required for the Cabling Project, including without limitation building permits, low-voltage permits, telecommunications permits, electrical permits where applicable, and any building owner, landlord, or property-manager approvals;

  • Client shall coordinate inspections, walkthroughs, and inspection sign-offs with the applicable governmental authority or building management party;

  • IMPACT shall provide reasonable cooperation with the permit and inspection process, including providing Project documentation reasonably required for permit applications and being present at inspections where reasonably required;

  • where IMPACT is requested to obtain Permits on Client's behalf, such service shall be performed at IMPACT's then-current rates and shall be subject to a separate written authorization in the Order or by change order.

This allocation reflects the reality that Client typically holds the relationship with the building, the property owner, and the local jurisdiction, and is the appropriate party to interact with those parties. Where this allocation is unsuitable for a particular Cabling Project (such as a tenant-improvement project where IMPACT is acting as a general contractor), the Order shall expressly allocate Permit responsibility differently.

5.4 Code Compliance

IMPACT shall perform Cabling Services in substantial conformance with applicable building codes, electrical codes (NEC), fire codes (NFPA 70, NFPA 72, and others as applicable), telecommunications codes, and Industry Standards as in effect at the Site as of the date of the Order.

Client acknowledges that:

  • code requirements vary by jurisdiction, building type, occupancy classification, and use;

  • code interpretations by inspectors may vary, and inspector requests may exceed minimum code requirements;

  • bringing pre-existing infrastructure into current code compliance is outside the scope of Cabling Services unless expressly included in the Order;

  • changes to applicable codes following the Order's Effective Date may result in change orders.

5.5 Client-Provided Documentation

Where the Cabling Project requires drawings, specifications, or design documents prepared by or on behalf of Client (or Client's architect, engineer, or designer), Client represents that such documents are accurate and reflect the actual Site Conditions. IMPACT shall not be responsible for errors, omissions, or inaccuracies in Client-provided documentation, and any rework required as a result of such inaccuracies shall be a change order.

5.6 Engineered Design and Signed/Sealed Drawings

Cabling Services do not include engineered design, professional engineer review, or signed/sealed drawings unless expressly included in the Order. Where the Cabling Project requires engineered design or signed/sealed drawings (whether by code, building requirement, or Client preference), Client shall be responsible for engaging a licensed engineer or shall request that IMPACT engage a specialty Subcontractor pursuant to Section 4.5.

6. SITE CONDITIONS & HAZARDOUS MATERIALS

6.1 Allocation of Site Condition Risk

Consistent with industry standard practice, Client bears the risk of all Site Conditions. Client represents that, prior to commencement of the Cabling Project, Client has disclosed to IMPACT all Site Conditions known to Client or reasonably ascertainable through Client's normal exercise of property management.

6.2 Differing Site Conditions

If, during the performance of Cabling Services, IMPACT (or any Subcontractor) encounters Site Conditions that:

  • materially differ from those disclosed by Client or reasonably anticipated based on the Order;

  • create unsafe, hazardous, or unworkable conditions;

  • require materially different methods, materials, equipment, or labor than reflected in the Order;

  • require additional time, scope, or expertise to address;

then IMPACT shall promptly notify Client of the differing Site Condition. Upon such notification:

  • IMPACT may, in its discretion, suspend the Cabling Services in the affected area pending resolution;

  • the Parties shall in good faith negotiate a change order addressing additional time, additional fees, modified scope, or alternative approaches;

  • IMPACT shall be entitled to additional compensation for delay, standby time, demobilization, and remobilization arising from the differing Site Condition;

  • Client shall be responsible for remediation, abatement, or correction of the differing Site Condition, either directly or through engagement of an appropriate specialty contractor.

6.3 Hazardous Materials

IMPACT shall not be required to perform Cabling Services in any area where IMPACT (or any Subcontractor) reasonably suspects the presence of asbestos, lead, mold, biological hazards, or other hazardous materials. If such conditions are encountered or suspected:

  • IMPACT shall stop work in the affected area and notify Client;

  • Client shall be responsible for engaging a qualified abatement contractor and for all costs of testing, abatement, and remediation;

  • IMPACT shall not be required to resume work until Client provides documentation, reasonably satisfactory to IMPACT, that the affected area has been tested and either cleared or properly remediated;

  • IMPACT shall be entitled to additional compensation for delay, standby time, demobilization, and remobilization;

  • Client shall defend, indemnify, and hold harmless IMPACT and any Subcontractors from any claims arising from exposure to or disturbance of hazardous materials at the Site, except to the extent such claims arise from IMPACT's gross negligence or willful misconduct.

6.4 Active Electrical and Life-Safety Systems

Where Cabling Services are performed in or near active electrical systems, fire-suppression systems, fire-alarm systems, or other life-safety systems, Client shall:

  • inform IMPACT of all such systems within or adjacent to the work area;

  • coordinate any required de-energization, system testing bypasses, or notification to monitoring entities;

  • obtain any required impairment notices or fire-watch coordination;

  • be responsible for the integrity, function, and recommissioning of such systems following the Cabling Project, except to the extent IMPACT's work directly damages such systems.

IMPACT shall use commercially reasonable methods to avoid disturbing active electrical or life-safety systems but shall not be responsible for system functionality or testing of such systems.

6.5 Penetrations of Fire-Rated Assemblies

Where Cabling Services require penetrations of fire-rated walls, floors, or other fire-rated assemblies, IMPACT shall use firestopping materials and methods consistent with Industry Standards and applicable code. Client acknowledges that:

  • pre-existing penetrations of fire-rated assemblies (whether installed by prior contractors, building trades, or undocumented sources) may be non-compliant;

  • IMPACT is not responsible for the firestopping condition of pre-existing penetrations except those directly disturbed by IMPACT's work;

  • engineered or specialty firestopping (where required) is outside the scope of standard Cabling Services and may require a change order.

6.6 Working Conditions and Safety

IMPACT and IMPACT-engaged Subcontractors shall comply with applicable occupational safety and health requirements (OSHA and analogous state or local standards). Where Site Conditions create unsafe working conditions (including but not limited to unstable surfaces, unsafe heights, confined spaces, hazardous atmosphere, or active hazards), IMPACT may suspend work until conditions are remediated.

Client shall not direct IMPACT or any Subcontractor to perform work in unsafe conditions, and Client shall be responsible for any harm arising from Client's direction to perform unsafe work.

7. MATERIALS, TESTING & CERTIFICATION

7.1 Materials and Components

Unless otherwise stated in the Order:

  • IMPACT shall procure and provide the cable, connectors, patch panels, racks, faceplates, jacks, pathway components, firestopping, labeling, and related materials necessary for the Cabling Services;

  • materials shall be commercial-grade products from manufacturers selected by IMPACT, suitable for the specified application and in conformance with applicable Industry Standards;

  • IMPACT may, in its discretion, substitute materials of equal or greater performance from alternative manufacturers without notice, except where the Order specifies a particular manufacturer or part number.

7.2 Client-Supplied Materials

Where Client elects to provide materials, components, or equipment for use in the Cabling Project:

  • Client shall coordinate timely delivery to the Site;

  • Client-supplied materials must conform to applicable Industry Standards and be appropriate for the application;

  • IMPACT reserves the right to inspect, accept, or reject Client-supplied materials and to require substitution where IMPACT, in its reasonable judgment, determines that Client-supplied materials are unsuitable, defective, non-compliant, or incompatible;

  • IMPACT shall not warrant the performance of Client-supplied materials, and any warranty issues with Client-supplied materials are Client's responsibility to pursue with the manufacturer or supplier;

  • delays, rework, or additional costs arising from Client-supplied materials shall be a change order.

7.3 Title and Risk of Loss

Title to materials procured by IMPACT for the Cabling Project shall pass to Client upon installation and final payment for such materials. Risk of loss for installed materials shall pass to Client upon installation. Risk of loss for materials staged at the Site but not yet installed is governed by Section 3.7.

7.4 Testing

IMPACT shall perform testing of installed cabling consistent with the testing scope set forth in the Order. Testing scope may include, depending on the Order:

  • continuity and basic verification testing;

  • channel or permanent-link certification per applicable Industry Standards (TIA category-specific testing for copper; OTDR or insertion-loss testing for fiber);

  • pass/fail certification using calibrated test equipment;

  • test reports delivered in standard formats;

  • specialized or supplemental testing as expressly identified in the Order.

The default testing scope is basic continuity and verification testing unless the Order expressly identifies a higher level. Channel or permanent-link certification, OTDR testing, and similar Industry Standards certification testing must be expressly purchased.

7.5 Test Reports and Documentation

Where the Order includes test reports or documentation, IMPACT shall deliver such reports in IMPACT's standard format. Custom report formats, integration with Client's documentation systems, or supplemental documentation beyond IMPACT's standard format are change orders.

7.6 As-Built Drawings and Documentation Packages

Standard cabling documentation includes basic labeling and a labeling scheme reasonable for the Project scope. Engineered as-built drawings, CAD files, BIM coordination, formal documentation packages, integration with Client's facility management systems, and similar deliverables are not included unless expressly stated in the Order.

7.7 Failed Tests and Remediation

Where testing identifies failures within IMPACT's installed work that are caused by defects in IMPACT's workmanship or installation methods, IMPACT shall remediate such failures at no additional cost.

Where testing failures are caused by:

  • defective Client-supplied materials;

  • pre-existing infrastructure or pathways;

  • damage caused by Client, Client's personnel, or other trades;

  • environmental conditions outside IMPACT's control;

  • Client's directed design or routing that creates performance limitations;

remediation shall be a change order at IMPACT's then-current rates.

8. WARRANTIES

8.1 Workmanship Warranty

IMPACT warrants that Cabling Services performed under this Addendum shall be free from defects in workmanship for a period of one (1) year from the date of Client acceptance (or deemed acceptance pursuant to Section 9.7) of the Cabling Project, or such other period as expressly stated in the Order ("Workmanship Warranty Period").

During the Workmanship Warranty Period, IMPACT shall, at IMPACT's option and as Client's sole and exclusive remedy:

  • repair or rework defective workmanship; or

  • replace materials affected by defective workmanship.

The Workmanship Warranty applies only to the cable, terminations, and installation work performed by IMPACT and does not extend to materials, equipment, or work performed by others.

8.2 Manufacturer Warranties

Cable, connectors, patch panels, and other materials installed by IMPACT may be subject to manufacturer warranties. Manufacturer warranties:

  • are between Client and the manufacturer following passage of title;

  • vary by manufacturer, product, and certification status;

  • may require specific certified-installer registration, certification testing, or warranty registration to be effective;

  • are not warranties of IMPACT.

Where the Order includes manufacturer system warranty registration (such as a 25-year manufacturer system warranty common in structured cabling), IMPACT shall use commercially reasonable efforts to register the system warranty with the manufacturer. Manufacturer system warranties are subject to manufacturer terms, conditions, and limitations, which IMPACT does not control.

8.3 Exclusions from Workmanship Warranty

The Workmanship Warranty does not apply to, and IMPACT shall have no warranty obligation for, failures arising from:

  • Client-supplied materials;

  • damage caused by Client, Client's personnel, other trades, vendors, or third parties;

  • modifications, repairs, or alterations performed by anyone other than IMPACT;

  • environmental conditions outside the design parameters (heat, moisture, contamination, electromagnetic interference);

  • improper use, abuse, or operating conditions exceeding manufacturer or Industry Standards specifications;

  • pre-existing conditions or pre-existing infrastructure;

  • normal wear, deterioration, or end-of-useful-life;

  • force majeure events;

  • failure caused by changes in Site Conditions following completion;

  • Client's failure to maintain the installed work consistent with reasonable practices.

8.4 No Warranty for Existing Cabling

The Workmanship Warranty does not apply to Existing Cabling or pre-existing infrastructure, even where IMPACT has worked on, modified, terminated, tested, or interfaced with such Existing Cabling. IMPACT does not warrant the performance, longevity, or condition of Existing Cabling.

8.5 Disclaimer of Implied Warranties

THE WORKMANSHIP WARRANTY SET FORTH IN THIS SECTION IS THE EXCLUSIVE WARRANTY OF IMPACT WITH RESPECT TO CABLING SERVICES. THE PROVISIONS OF MSA SECTION 14 (WARRANTIES & DISCLAIMERS) APPLY IN FULL.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IMPACT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.6 Warranty Claims

Client shall notify IMPACT of any warranty claim in writing during the Workmanship Warranty Period, identifying the specific defect with reasonable detail. IMPACT shall respond within a commercially reasonable time and shall coordinate with Client to investigate, validate, and (where applicable) remediate the claim.

Warranty work shall be performed during normal business hours unless otherwise agreed. Expedited or after-hours warranty work, where requested by Client, shall be billable at IMPACT's then-current rates.

9. SCHEDULE, DELAYS & CHANGE ORDERS

9.1 Schedule

The schedule, milestones, and access windows for the Cabling Project shall be set forth in the Order. Schedule commitments are based on the assumptions, scope, Site information, and dependencies set forth in the Order. Material changes to assumptions, scope, Site information, or dependencies may result in schedule changes.

9.2 Client-Caused Delays

Where delay or schedule disruption is caused by:

  • Client's failure to provide timely access pursuant to Section 3.2;

  • Client's failure to provide required information, approvals, or decisions;

  • Client's directed changes during work;

  • Other trades or vendors operating at the Site;

  • Building management, landlord, or property-manager actions;

  • Permit delays where Client is responsible for Permit acquisition;

  • Site Condition issues pursuant to Section 6;

  • Hazardous materials pursuant to Section 6.3;

  • Client-supplied materials delivery, defects, or rejection;

  • Building-imposed work-window restrictions;

IMPACT shall be entitled to:

  • additional time as reasonably required to complete the work;

  • compensation for delay, standby time, demobilization, and remobilization at IMPACT's then-current rates;

  • a change order memorializing the schedule and fee adjustments.

9.3 IMPACT-Caused Delays

Where delay is caused by IMPACT's failure to perform consistent with the Order (excluding delays attributable to causes set forth in Section 9.2 or in MSA Section 18 (Force Majeure)), IMPACT shall use commercially reasonable efforts to recover the schedule at IMPACT's expense, subject to the limitations of liability set forth in the MSA and this Addendum.

9.4 Force Majeure

Force Majeure Events affecting the Cabling Project are governed by MSA Section 18. The Cabling-Project-specific application of Force Majeure includes weather conditions preventing safe outdoor or rooftop work, supply-chain disruptions affecting cable or component availability, and other events beyond the reasonable control of IMPACT.

9.5 Change Orders

All changes to scope, schedule, materials, methods, or pricing shall be documented in a written change order signed by Client's authorized contact prior to implementation, except in cases of immediate safety concern.

A change order may be implemented through:

  • a written change order document;

  • an amendment to the existing Order;

  • email confirmation between authorized contacts (where the Order so permits); or

  • IMPACT's standard change-order workflow.

Verbal directions to perform out-of-scope work shall not be binding unless followed by written confirmation. Where Client's authorized contact directs IMPACT to perform out-of-scope work and refuses to execute a change order, IMPACT may, in its discretion:

  • decline to perform the work;

  • perform the work and bill at IMPACT's then-current rates as Out-of-Scope Cabling Services; or

  • suspend the Cabling Project pending resolution.

9.6 Acceleration

Where Client requests schedule acceleration (compression of the original schedule, expedited delivery, after-hours work, weekend work, or additional crews), IMPACT may agree to acceleration subject to:

  • additional fees reflecting overtime, weekend, or expedited rates;

  • availability of personnel and Subcontractors;

  • a written acceleration change order.

IMPACT shall not be obligated to accelerate without a written acceleration change order and Client's authorization of additional fees.

9.7 Completion and Acceptance

IMPACT shall notify Client in writing when the Cabling Project is complete. Client shall inspect the work and either accept it or deliver written notice of specific deficiencies within ten (10) business days after IMPACT's notice. Where Client does not deliver such notice within that period, or where Client places the installed work into productive use, the Cabling Project is deemed accepted. Where Client timely identifies deficiencies within the scope of IMPACT's installed work, IMPACT shall remediate them in accordance with Section 7.7 and shall reissue its completion notice, and this Section applies to the reissued notice. Deficiencies outside the scope of IMPACT's installed work are governed by Section 7.7 and are chargeable as change orders.

10. PAYMENT, BILLING & LIEN RIGHTS

10.1 Billing Structure

The billing structure for each Cabling Project shall be set forth in the Order. Billing structures may include, depending on the Order:

  • fixed-fee billing upon completion;

  • fixed-fee billing in milestone-based progress payments;

  • time-and-materials billing;

  • a combination of fixed-fee and time-and-materials components;

  • mobilization deposits, materials deposits, or advance payments at Order commencement;

  • retainage held until final acceptance.

10.2 Mobilization and Materials Deposits

Where the Cabling Project involves significant materials procurement, equipment mobilization, or Subcontractor commitments, IMPACT may require mobilization deposits, materials deposits, or advance payments as a condition of Project commencement. Such deposits shall be applied against final invoicing as set forth in the Order.

10.3 Progress Payments

Where the Order provides for progress payments based on milestones or percentage-of-completion, Client shall remit progress payments in accordance with the schedule set forth in the Order. Failure to remit progress payments when due shall constitute non-payment under the MSA and may result in suspension of the Cabling Project pursuant to MSA Section 4.5.

10.4 Retainage

Where the Order provides for retainage, retainage shall be released to IMPACT upon final acceptance (or deemed acceptance pursuant to Section 9.7) of the Cabling Project. Retainage shall not be withheld for items unrelated to IMPACT's scope of work or for matters outside IMPACT's responsibility.

10.5 Mechanic's Lien Rights

Client acknowledges and agrees that IMPACT (and any Subcontractors of IMPACT) may have statutory mechanic's lien, materialman's lien, or analogous statutory rights under applicable law in connection with Cabling Services performed at the Site. Nothing in this Addendum, the MSA, or any Order shall be construed as a waiver of such lien rights, except where IMPACT expressly executes a written lien waiver in connection with Client's payment.

IMPACT may, upon Client's reasonable request and in connection with Client's payment, execute conditional or unconditional lien waivers in customary statutory or industry-standard form, conditioned upon receipt of payment.

10.6 Notice of Right to Lien

Where required by applicable law for IMPACT to preserve lien rights, IMPACT may serve preliminary notices, notices of right to lien, or analogous statutory notices on Client, the property owner, or other parties identified in the applicable lien statutes. Such notices are statutorily required to preserve IMPACT's lien rights and shall not be construed as an indication of payment dispute or dissatisfaction with the Cabling Project.

10.7 Payment Bonds and Bonds in Lieu of Lien

If Client elects to bond off, satisfy, or substitute a payment bond for IMPACT's lien rights, Client shall do so at Client's expense and in accordance with applicable law. IMPACT's acceptance of a payment bond does not waive any rights to payment under the Order or this Addendum.

10.8 Late Payments and Suspension

Late payments are governed by MSA Section 6.5. In addition to the MSA remedies, where progress payments or milestone payments are not remitted when due:

  • IMPACT may suspend further work on the Cabling Project until payment is current;

  • IMPACT may demobilize personnel and Subcontractors, with associated demobilization and remobilization costs billable to Client;

  • the Project schedule shall be extended by the duration of the suspension plus reasonable remobilization time;

  • IMPACT may exercise lien rights pursuant to Section 10.5.

10.9 No Setoff Without Authorization

Client may not withhold, setoff, or deduct amounts from progress payments, milestone payments, retainage release, or final payment except as expressly authorized in writing by IMPACT or as expressly permitted by MSA Section 6.6 (Disputed Charges).

11. CABLING-SPECIFIC INDEMNIFICATION TRIGGERS

11.1 Additive Client Indemnification Obligations

In addition to the indemnification obligations set forth in MSA Section 16, and in addition to any indemnification obligations under any other Addendum, Client shall defend, indemnify, and hold harmless the IMPACT Indemnitees and any Subcontractors engaged by IMPACT from and against any and all claims, demands, causes of action, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

  • Site Conditions, including without limitation pre-existing structural, electrical, mechanical, environmental, or operational conditions encountered during the Cabling Project;

  • the presence, exposure to, or disturbance of asbestos, lead, mold, biological hazards, or other hazardous materials at the Site, except to the extent such claims arise from IMPACT's gross negligence or willful misconduct;

  • pre-existing infrastructure, including pre-existing penetrations of fire-rated assemblies, non-compliant prior installations, code violations, undocumented installations, and deteriorated infrastructure;

  • Permits, code compliance, and inspection matters where allocated to Client pursuant to Section 5;

  • Client-supplied materials, components, or equipment;

  • damage to IMPACT's installed work caused by Client, Client's personnel, other trades, vendors, or third parties;

  • claims by other tenants, occupants, or building users arising from Client's authorization of or coordination with the Cabling Project;

  • failure of life-safety systems, fire-suppression systems, fire-alarm systems, or active electrical systems where Client failed to provide required notifications, coordination, or impairment notices pursuant to Section 6.4;

  • claims arising from Client's directed routing, design choices, or pathway decisions;

  • claims arising from Client's election to engage specialty contractors directly outside IMPACT's scope pursuant to Section 4.5;

  • failure to obtain required Permits, third-party approvals, or building-management consents where allocated to Client;

  • claims by Client's other vendors, contractors, or trades arising from Cabling Services or Client's coordination thereof.

This indemnification obligation shall apply regardless of whether such claims arise from alleged negligence, except to the extent caused by IMPACT's gross negligence or willful misconduct.

11.2 Coordination with MSA

The indemnification obligations set forth in this Section 11 are additive to, and do not replace, the indemnification obligations set forth in MSA Section 16 and any other applicable Addendum. The procedural requirements, indemnity allocations, subrogation provisions, insurance coordination, and limitation-of-liability coordination set forth in MSA Sections 15 and 16 apply to the indemnification obligations set forth in this Addendum.

12. CABLING-SPECIFIC LIABILITY ALLOCATIONS

12.1 Additional No-Liability Categories

In addition to the no-liability categories set forth in MSA Section 15.9 and any other applicable Addendum, and subject to the uncapped liability carve-outs set forth in MSA Section 15.2(c), IMPACT shall have no liability for claims, damages, or losses arising from or related to:

  • Site Conditions or differing Site Conditions;

  • the presence, exposure to, or disturbance of hazardous materials at the Site, except to the extent caused by IMPACT's gross negligence or willful misconduct;

  • pre-existing infrastructure, pre-existing cabling, pre-existing penetrations of fire-rated assemblies, or other pre-existing conditions;

  • Client-supplied materials, components, or equipment;

  • damage to IMPACT's installed work caused by Client, Client's personnel, other trades, vendors, or third parties;

  • damage to Client property, infrastructure, equipment, or building systems caused by other trades, vendors, or third parties;

  • failure of life-safety, fire-suppression, fire-alarm, or active electrical systems, except to the extent caused by IMPACT's direct, physical damage to such systems during the Cabling Services;

  • delays caused by Permit acquisition, Permit denial, inspection failure, or building-management approval delays where allocated to Client;

  • delays caused by Client, Client's personnel, other trades, vendors, building management, landlords, or other parties outside IMPACT's reasonable control;

  • losses caused by Existing Cabling that IMPACT did not install, even where IMPACT has performed work involving such Existing Cabling;

  • failures arising from environmental conditions outside design parameters following Project completion;

  • failures arising from Client's modifications, additions, or alterations to IMPACT's installed work after Project completion;

  • aesthetic objections to cable routing, pathway placement, or visible installations approved by Client's authorized contact during work;

  • losses arising from Client's election to direct field-level installation decisions that IMPACT advised against;

  • losses arising from work performed by specialty contractors engaged directly by Client pursuant to Section 4.5.

12.2 Coordination with MSA

The no-liability categories set forth in this Section 12 are additive to, and do not replace, the limitation of liability provisions set forth in MSA Section 15. The Default Cap, Super-Cap, and uncapped categories set forth in MSA Section 15.2 apply to all claims subject to this Addendum.

12.3 Aesthetic and Workmanship-Appearance Limitations

Client acknowledges that cabling work involves field decisions about routing, pathway placement, cable management aesthetics, and visible installation appearance. Where Client's authorized contact has approved field-level installation decisions during the work, Client may not subsequently object to such decisions on aesthetic grounds. Re-routing, re-installation, or aesthetic modifications requested after approval shall be a change order.

12.4 Allocation of Cabling Risk

Client expressly acknowledges and agrees that:

  • the fees charged by IMPACT for Cabling Services reflect the limited and defined scope of Services purchased and the allocation of risk set forth in this Addendum and the MSA;

  • cabling Project damages may significantly exceed the fees paid for the Cabling Project, and the limitations of liability set forth herein represent a deliberate, negotiated allocation of risk between the Parties;

  • Client is in the best position to insure against Site Conditions, building risks, and operational risks through Client's commercial property insurance, general liability insurance, and builder's risk insurance (where applicable);

  • the allocation of risk set forth in this Addendum and the MSA is a material inducement for IMPACT to provide Cabling Services;

  • IMPACT would not provide Cabling Services without the limitations of liability set forth herein.

13. INSURANCE

13.1 IMPACT Insurance for Cabling Services

In addition to the IMPACT insurance requirements set forth in MSA Section 19.7, IMPACT shall maintain, at IMPACT's expense, throughout the Term and for any survival period, insurance coverage commercially appropriate to the performance of Cabling Services, which shall include, at a minimum:

  • Commercial General Liability insurance with limits commercially appropriate to Cabling Project scopes;

  • Workers' Compensation insurance and Employer's Liability insurance as required by applicable law;

  • Commercial Auto Liability insurance covering vehicles used in performance of Cabling Services;

  • Errors and Omissions / Professional Liability insurance (Technology E&O) as required by the MSA;

  • Cyber Liability / Network Security and Privacy insurance as required by the MSA.

Coverage limits and carrier information shall be made available to Client upon written request, subject to confidentiality and customary insurance disclosure practices.

13.2 Subcontractor Insurance

IMPACT shall require Subcontractors engaged by IMPACT to maintain insurance coverage commercially appropriate to the work performed by such Subcontractors, including without limitation Commercial General Liability, Workers' Compensation, and Auto Liability coverage as applicable.

13.3 Project-Specific Insurance Requirements

Where a Cabling Project requires insurance coverage exceeding IMPACT's standard coverage levels (such as builder's risk insurance, project-specific bonds, owner-controlled insurance program (OCIP) participation, or contractor-controlled insurance program (CCIP) participation), such requirements shall be expressly identified in the Order. Project-specific insurance, bonds, or specialty coverage requested by Client shall be at Client's expense unless otherwise agreed.

13.4 Certificates of Insurance

Upon Client's reasonable request, IMPACT shall provide certificates of insurance evidencing coverage. Where the Cabling Project requires Client, the property owner, or a general contractor to be named as additional insured on IMPACT's policies, such requirement shall be expressly identified in the Order, and IMPACT shall use commercially reasonable efforts to comply, subject to insurance carrier and policy terms.

13.5 Client Insurance Obligations

Client shall maintain, at Client's expense:

  • Commercial property insurance covering the Site and Client's property therein;

  • Commercial General Liability insurance covering Client's operations;

  • Builder's Risk insurance, where applicable to construction or major renovation projects;

  • The cyber liability insurance required by MSA Section 19.2;

  • Such other insurance as is commercially appropriate to Client's business and operations.

Client's commercial property insurance shall include a waiver of subrogation in favor of IMPACT and IMPACT's Subcontractors with respect to physical property and equipment, consistent with MSA Sections 16.5(a) and Section 19.5.

14. SERVICE LEVEL TARGETS

Schedule B Section 8 establishes no Service Level Targets for Cabling & Low-Voltage Services. Cabling & Low-Voltage Services are project-driven engagements rather than continuous recurring services.

Each cabling project is governed by the schedule, milestones, access windows, and timelines set forth in the applicable Order under Section 9 of this Addendum and MSA Section 9. Project-specific schedule targets are commercially reasonable estimates based on the assumptions, scope, site information, and dependencies stated in the Order. They are subject to Client-caused delays, Force Majeure Events, differing site conditions, hazardous material conditions, and permit and inspection delays as set forth in Section 9. They are not Service Level Targets and are not subject to the universal Service Level Target provisions of Schedule B Section 1.

Warranty response under the Workmanship Warranty in Section 8.1 is governed by Section 8.6 and is not a Service Level Target. Basic Cabling Work performed under the Managed IT Services Addendum, limited to troubleshooting and repair of existing cabling, is subject to the Service Level Targets in Schedule B Section 2 and to the conditional application provisions of that Section. The absence of Service Level Targets does not relieve IMPACT of the limited services warranty set forth in MSA Section 14.2, and does not expand it.

15. RISK ACKNOWLEDGMENTS

Schedule G sets forth a library of Risk Acknowledgments that may apply to the Services governed by this Addendum. An Acknowledgment becomes binding only when invoked and initialed in accordance with Schedule G Section 1.1 on an Order, Variance Sheet, Assignment Zones Attachment, or Risk Acknowledgment Form.

16. SURVIVAL

The provisions of this Addendum shall survive termination or expiration of the MSA to the extent necessary to enforce rights, obligations, and remedies arising during the term, including provisions relating to:

  • the Workmanship Warranty for the duration of the Workmanship Warranty Period;

  • manufacturer warranty registration and coordination;

  • testing reports, certification, and as-built documentation delivered prior to termination;

  • mechanic's lien rights, materialman's lien rights, and analogous statutory rights;

  • payment obligations, including final payment, retainage release, and outstanding progress payments;

  • Site Conditions risk allocation;

  • hazardous materials allocations and indemnifications;

  • pre-existing infrastructure and pre-existing condition allocations;

  • Subcontractor coordination, non-solicitation, and non-privity provisions;

  • cabling-specific indemnification triggers;

  • cabling-specific liability allocations;

  • aesthetic-objection limitations;

  • insurance coverage obligations to the extent applicable to the Cabling Project term;

  • post-termination cooperation pursuant to MSA Section 4.10.

The survival provisions set forth in MSA Section 23.11 apply to this Addendum.

17. EXECUTION AND EFFECTIVENESS

This Addendum becomes effective on the Order Effective Date of the first Order referencing it and requires no separate signature page. Where this Addendum is delivered as a supplemental document with an Order executed by Client, Client's execution of that Order constitutes Client's execution of this Addendum. This Addendum binds the Parties with the same force and effect as if separately executed.

End of Addendum