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AVI Systems Inc; 2020-06-24; 2020-PSA/IT12
Tracking # 2020-PSA/IT12 City Attorney Approved Version 6/12/18 1 AGREEMENT FOR COUNCIL CHAMBERS VIDEO UPGRADE SERVICES NVX DESIGN WITH DAIS MONITORS AVI SYSTEMS, INC. THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 20___, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and AVI SYSTEMS, INC. ("Contractor"). RECITALS A. City requires the professional services to upgrade the City Council Chambers with NVX design and dais monitors and that is experienced in video upgrade services. B. Contractor has the necessary experience in providing professional services and advice related to video upgrades and installation. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be ninety-eight thousand, three hundred, eighty-five dollars and forty-five cents ($98,385.45). No other compensation for the Services will be allowed. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. PREVAILING WAGE RATES Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the DocuSign Envelope ID: E1742EF5-5A2D-4109-971A-F69FBAC421B8 20June 24th Tracking # 2020-PSA/IT12 City Attorney Approved Version 6/12/18 2 contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 7. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 8. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 9. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 10. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ DocuSign Envelope ID: E1742EF5-5A2D-4109-971A-F69FBAC421B8 Tracking # 2020-PSA/IT12 City Attorney Approved Version 6/12/18 3 compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 11. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 11.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 11.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 11.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 11.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. DocuSign Envelope ID: E1742EF5-5A2D-4109-971A-F69FBAC421B8 Tracking # 2020-PSA/IT12 City Attorney Approved Version 6/12/18 4 11.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 12. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 13. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 14. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 15. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. /// /// /// /// DocuSign Envelope ID: E1742EF5-5A2D-4109-971A-F69FBAC421B8 Tracking # 2020-PSA/IT12 City Attorney Approved Version 6/12/18 5 16. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Joe Stephenson Name Ryan Walsh Title IT Manager Title Senior Account Manager Department Information Technology Address 10070 Willow Creek Road City of Carlsbad San Diego, CA 92131-1623 Address 1635 Faraday Avenue Phone No. 858.653.4300 Carlsbad, CA 92008 Email Ryan.Walsh@avisystems.com Phone No. 760.602.2789 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 17. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No 18. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory DocuSign Envelope ID: E1742EF5-5A2D-4109-971A-F69FBAC421B8 Tracking # 2020-PSA/IT12 City Attorney Approved Version 6/12/18 6 to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 21. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 22. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 24. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right DocuSign Envelope ID: E1742EF5-5A2D-4109-971A-F69FBAC421B8 Tracking # 2020-PSA/IT12 City Attorney Approved Version 6/12/18 7 or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 26. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Assistant City Manager (print name/title) ATTEST: By: (sign here) BARBARA ENGLESON City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer DocuSign Envelope ID: E1742EF5-5A2D-4109-971A-F69FBAC421B8 AVPDavid Bunting Chief Financial OfficerChristopher Mounts for Tracking # 2020-PSA/IT12 City Attorney Approved Version 6/12/18 8 Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: E1742EF5-5A2D-4109-971A-F69FBAC421B8 Tracking # 2020-PSA/IT12 City Attorney Approved Version 6/12/18 9 EXHIBIT “A” SCOPE OF SERVICES See attached Proposal Number 951920 Rev. 2 dated June 16, 2020. DocuSign Envelope ID: E1742EF5-5A2D-4109-971A-F69FBAC421B8 Retail Sales Agreement AVI Systems Inc., 10070 Willow Creek Road San Diego, CA, 92131-1623 | Phone: (858)653-4300, Fax: (858)695-7844 Proposal Number: 951920 Proposal Date: June 16, 2020 Prepared For: Carlsbad, City of Council Chambers NVX Design with Dais Monitors-Rev.2 Attn: Joe Stephenson Prepared By: Ryan Walsh Phone: (858)653-4339 Email: ryan.walsh@avisystems.com Attn: Joe Stephenson Attn: Joe Stephenson Carlsbad, City of City of Carlsbad Council Chambers 1635 Faraday Ave 1200 Carlsbad Village Dr. Carlsbad, CA, 92008-7314 Carlsbad, CA, 92008 Phone: (760)602-2460 Phone: (760)602-2789 Email: Joe.Stephenson@carlsbadca.gov Email: Joe.Stephenson@carlsbadca.gov Customer Number: 542100 COMMENTS PRODUCTS AND SERVICES SUMMARY Equipment $35,307.13 Integration $59,353.61 Shipping & Handling $934.00 Tax $2,790.71 Grand Total $98,385.45 Unless otherwise specified. The prices quoted reflect a discount for a cash payment (i.e., check, wire transfer) made by Customer in full within the time stated for payment on each invoice. Discount only applies to new items included on the invoice, and only applies if the balance on the invoice is paid in full. All returned equipment is subject to a restocking charge. The prices are valid for 30 days and may be locked in by signing this Retail Sales Agreement. Overdue balances are subject to a finance charge of 1.5% per month, or interest at the highest rate permitted by applicable law. In the event AVI must pursue collection of unpaid invoices, Customer agrees to pay all of AVI’s costs of collection, including its attorneys’ fees. BILL TO SITE DocuSign Envelope ID: E1742EF5-5A2D-4109-971A-F69FBAC421B8 RSA: 951920 Printed on June 16, 2020 Page 2 of 11 INVOICING AND PAYMENT TERMS Customer and AVI have agreed on the payment method of ACH. Payment must be remitted by stated method. To the extent Customer seeks to use of any payment methods other than stated, and that payment method results in an increased transaction cost to AVI, the new payment must be approved in writing, and the Customer shall be responsible for paying the increased transaction cost to AVI associated with the change in payment method. Payments shall be made 30 days from invoice date. So long as the invoice has been sent and the Customer’s payment is made within the terms work will continue. AVI uses progress billing, and invoices for equipment and services allocated to the contract on a monthly basis. Unless otherwise specified, all items quoted (goods and services) as well as applicable out of pocket expenses (permits, licenses, shipping, etc.) are invoiced in summary (including applicable sales taxes due for each category of invoiced items). Customer is to make payments to the following “Remit to” address: AVI Systems NW8393 PO Box 1450 Minneapolis, MN 55485-8393 A monthly summary of detailed equipment received is available upon request. Equipment received may be different than equipment billed based on agreed billing method. TAXES AND DELIVERY Unless stated otherwise in the "Products and Services Summary" above, AVI will add and include all applicable taxes, permit fees, license fees, and delivery charges to the amount of each invoice. Taxes will be calculated according to the state law(s) in which the product(s) and/or service(s) are provided. Unless Customer provides a valid tax exemption certificate for any tax exemption(s) claimed, AVI shall invoice for and collect all applicable taxes in accordance with state law(s), and Customer will be responsible for seeking a tax credit/refund from the applicable taxing authority. AGREEMENT TO QUOTE AND DOCUMENTS CONSTITUTING YOUR CONTRACT WITH AVI Customer hereby accepts the above quote for goods and/or services from AVI. When duly executed and returned to AVI, AVI's Credit Department will check Customer's credit and approve the terms. After approval by AVI's Credit Department and signature by AVI, this Retail Sales Agreement will, together with the AVI General Terms & Conditions (which can be found at http://www.avisystems.com/TermsofSale) form a binding agreement between Customer and AVI. (This Retail Sales Agreement and the AVI General Terms & Conditions of Sale (the “T&Cs”) are referred to collectively as the “Agreement”). If not defined in this Agreement, all capitalized terms shall have the meaning given to them in the T&Cs. Should AVI's Credit Department determine at any point prior to AVI commencing work that Customer’s credit is not adequate, or should it otherwise disapprove of the commercial terms, AVI reserves the right to terminate the Agreement without cause and without penalty to AVI. AGREED AND ACCEPTED BY AVI Systems, Inc. Company Company Signature Signature Printed Name Printed Name Date Date DocuSign Envelope ID: E1742EF5-5A2D-4109-971A-F69FBAC421B8 RSA: 951920 Printed on June 16, 2020 Page 3 of 11 CONFIDENTIAL INFORMATION The company listed in the “Prepared For” line has requested this confidential price quotation, and shall be deemed “Confidential Information” as that term is defined in the T&Cs. This information and document is confidential and is intended solely for the private use of the customer identified above. Customer agrees it will not disseminate copies of this quote to any third party without the prior written consent of AVI. Sharing a copy of this quote, or any portion of the Agreement with any competitor of AVI is a violation of this confidentiality provision. If you are not the intended recipient of this quote (i.e., the customer), you are not properly in possession of this document and you should immediately destroy all copies of it. DocuSign Envelope ID: E1742EF5-5A2D-4109-971A-F69FBAC421B8 RSA: 951920 Printed on June 16, 2020 Page 4 of 11 SERVICES TO BE PROVIDED Carlsbad Council Chambers Video Upgrade FUNCTIONAL NARRATIVE: City of Carlsbad Council Chambers is asking AVI to do a “rip and replace” of all AMX equipment. The system in the chambers has had performance and maintenance issues. As the system ages these issues have interrupted the flow of business within the chambers and during council meetings. AVI will be providing a Crestron system that will consist of system control, video routing, audio routing to integrate with the existing Biamp audio processing system, and integrate with the existing broadcast system(s). • Video: • AVI will provide and install a new Crestron NVX video-over-IP. This system will be a “turnkey” updated video system replacing all the AMX DGX and control infrastructure with Crestron NVX and Crestron control. • As a part of the AMX to Crestron change migration, AVI will be providing 4-hours of design development after the notice of award with an onsite programmer/engineer to meet with city staff and key stakeholders to discuss user interface updates to help streamline the workflow of council meetings and ease of end-user technology adoption. As a part of this process AVI will provide a submittal of the user interface that will be reviewed and approved by city staff to be used as a basis for the updates. Note: the system user interface will follow the operational requirements as outlined in the SOW, end users will be providing feedback and guidance for how to provide user interface(s) that are more intuitive within the SOW. • The new system will utilize (1) Owner Furnished Cisco C9300 48-port Catalyst switch for the NVX deployment. The switch will be dedicated to AVI for NVX and control. The switch will be set to factory defaults by Carlsbad IT to allow AVI to set up the switch for NVX multicast and control per Crestron’s guidelines. AVI recommends that this switch is not to be connected to the City network as based upon recommendations from Crestron. • The sources that will be available within the council chambers for video routing is listed below: • Staff table VGA or HDMI • Clerk station PC • Barco Clickshare • Digital Graphics engine for showing city seal or voting tally • HDMI & VGA wall plate at the back of the room • Broadcast room PC • Additional NVX endpoints will be provided and installed. These will be designated as “future” to allow for flexible upgrades with minimal programming requirements. • Podium HDMI preview encoder that can be previewed and moderated on the Clerk’s touch panel prior to presentation to the room • Modules in the staff table AMX cable cubby will changed to accommodate new HDMI and VGA connections at the table. The cable cubby will remain, but with updated connections. • Audio Meeting Recorder • AVI Systems will install a Denon 700R recorder for meetings that require audio-only recording. Controls will be added on the touch panel(s) to control the recorder via RS-232 to start recording and stop recording these meetings. • AV Control: • AVI will provide and install a Crestron CP3N processor for room control. The controller will be paired with a 15” touch panel that will reside at the Clerk’s station. The new touch panel will be programmed to interface with the Crestron processor. Existing functionality from the 10” AMX panel will be programmed into the new panels. This includes: • Room lighting presets • Video presentation control • Council voting (via new Crestron keypads, see below) • Microphone and audio control for the council chambers. Note: Broadcast audio is controlled in the broadcast room. • A 10” Crestron touch panel will be added to the broadcast room to replace the existing 10” AMX touch panel. Control will mimic the existing AMX touch panel in this space and feature many of the same controls as found on the Clerks panel. • A new 10” touch panel will be placed at the Mayors location. The mayor will have the ability to manage the request-to-speak queue as well as have the ability to extend the public comment time for the podium microphone. The mayor’s voting will be accomplished from the touch panel. A 1-gang blank-off will be mounted where the existing AMX voting kepad is. • New Crestron 1-gang keypads will replace the existing AMX keypads for voting controls. The keypad buttons will mimic the existing controls for: voting (yes, no, abstain), as well as a request-to-speak button. The microphone mute status will be controlled thru the request to speak function. During voting, the clerk will open the voting features to allow council members to vote, “YES,” “NO,” or “ABSTAIN” from their local keypad. After voting is complete the clerk DocuSign Envelope ID: E1742EF5-5A2D-4109-971A-F69FBAC421B8 RSA: 951920 Printed on June 16, 2020 Page 5 of 11 will lock the vote and display it on the side wall monitors using a Digital Graphics Engine (DGE-200). As a part of this Graphics engine, the Clerk can enter the names for the voting tally. • The clerk will retain global microphone mute/unmute for the dais microphones as well as microphones at the staff table and podium. • New monitors will be added around the dais to allow council members to view content (e.g. meeting minutes or presentations from the staff). The existing speakers in the dais will be removed and new Dell 19” monitors will be installed in its place. These monitors will mirror content that is being displayed on the side wall monitors. The monitors will receive their content from an NVX decoder. The signal will be split to the eight monitors around the dais. • Customer Coordination: • Lighting considerations were not coordinated with AVI as a part of this scope. If these factors provide a measurable impact on the system performance or AVI is unable to complete the system installation and commissioning as a result of one or more of these factors a change order with the required time and materials to mitigate or address these issues. • AVI estimates fourteen consecutive business days of integration and commissioning will be required. This time must be dedicated to AVI and must come after any space construction (painting, carpeting, electrical, furniture... etc.) and in a dust-free environment. Accordingly, Carlsbad will provide ease of access to the room(s) necessary to allow AVI to complete the project in a timely and efficient manner during normal business hours (Monday - Friday, 8am - 5pm). A. Exclusions: The following work is not included in our Scope of Work: • All conduit, high voltage, wiring panels, breakers, relays, boxes, receptacles, etc. • Concrete saw cutting and/or core drilling. • Fire wall, ceiling, roof and floor penetration. • Necessary gypsum board replacement and/or repair. • Necessary ceiling tile or T-bar modifications, replacements and/or repair. • All millwork (moldings, trim, cut outs, etc.). • Patching and Painting. • Permits (unless specifically provided for and identified within the contract). B. Construction Considerations: In order to accomplish the outlined goals of this project, the Customer will be responsible for contracting with an outside entity to make the necessary modifications to the space as directed by AVI Systems. The costs associated with these modifications are not included in this proposal. • NOTICE: This Scope of Work is delivered on the basis of the following Assumptions: The room(s) match(es) the drawings provided • Site preparation by the Customer and their contractors includes electrical and data placement per AVI Systems specification. • Site preparation will be verified by AVI Systems project manager or representative before scheduling of the installation. All work areas should be clean and dust free prior to the beginning of on-site integration of electronic equipment. • Customer communication of readiness will be considered accurate and executable by AVI Systems project manager. • In the event of any arrival to site that AVI Systems is not able to execute work and definable progress, the Customer will be charged a $250.00 Mobilization Fee to offset the lost time due to the lack of readiness. The Mobilization Fee will be presented as a Contract Change Order and will/may halt work until acceptance by the Customer and rescheduling of the integration effort is agreed upon. • Rescheduling and redeployment of AVI Systems technicians due to unacceptable site preparation may cause scheduling delays of up to 10 business days. • There is ready access to the building / facility and the room(s) for equipment and materials. • There is secure storage for equipment during a multiple-day integration. • If Customer furnished equipment and existing cabling is to be used, AVI Systems assumes that these items are in good working condition at this time and will integrate into the designed solution. Any repair, replacement and/or configuration of these items that may be necessary will be made at an additional cost. • All Network configurations including IP addresses are to be provided, operational and functional before AVI Systems integration begins. AVI Systems will not be responsible for testing the LAN connections. • Cable or Satellite drops must be in place with converter boxes operational before the completion of integration. Any delay resulting in extra work caused by late arrival of these items will result in a change order for time and materials. • Document review / feedback on drawings / correspondence will be completed by the Customer within two business days • The documented Change Control process will be used to the maximum extent possible – the Customer will have an assigned person with the authority to communicate/approve project Field Directed Change Orders and Contract Change Orders (see Appendix) • In developing a comprehensive proposal for equipment and integration services AVI Systems’ Sales Representatives and Engineering teams must make some assumptions regarding the physical construction of your facility, the availability of technical infrastructure and site conditions for installation. If any of the conditions we have indicated in the site survey form are incorrect or have changed for your particular project or project site, please let your Sales representative know as soon as DocuSign Envelope ID: E1742EF5-5A2D-4109-971A-F69FBAC421B8 RSA: 951920 Printed on June 16, 2020 Page 6 of 11 possible. Conditions of the site found during integration effort which are different from those documented may have an effect on the price of the system solution, integration or services. To ensure that you have an accurate proposal based on your facility and specific to the conditions of your project, please review all project documentation carefully. C. Integration Project Management Processes AVI Systems will follow a foundational project management process which may include the following actions/deliverables (based on the size/complexity/duration of the integration project): • Site Survey – performed prior to Retail Sales Agreement and attached • Project Welcome Notice – emailed upon receipt of Purchase Order • Project Kick-Off meeting with Customer Representative(s) – either by phone or in-person • Project Status reviews – informal or formal – either by phone or in-person (based on the size/complexity/duration of the project) • Project Change Control – comprised of Field Directed Change Order and/or Contract Change Order submittals (see Appendix) • Project Punch List / Substantial Completion (see Appendix) – at Customer walk-through – prior to Service transition (if purchased) D. Knowledge Transfer (Training) This is geared specifically towards the end-user / operator. The purpose of this knowledge transfer is to provide operators with the necessary knowledge to confidently and comfortably operate all aspects of the integrated system. Areas covered include the following: • Equipment and system overview • Equipment operation and function • Equipment start up, stop, and shut Down • Equipment automatic and manual operation • Discussion and documentation relating to control system operation • Discussion and documentation relating to system processor and its control applications • Powering up, powering down AV system via control system • Manual operation of display systems, audio system and all other related components • Use/operation of patch panels, when and where to be used • Who to call when help is required Integration Scope of Work/Responsibilities AVI Systems will provide services/work for the project as described above in the Scope of Work, or per the attached separate Scope of Work document detailing the scope of work to be performed. AVI Systems Responsibilities • Provide equipment, materials and service items per the contract products and services detail • Provide systems equipment integration and supervisory responsibility of the equipment integration • Provide systems configuration, validation and testing • Provide project timeline schedules • Provide necessary information, as requested, to the owner or other parties involved with this project to insure that proper AC electrical power, cableways, conduits and/or structural support/backing are provided to properly integrate the equipment within the facilities • Provide manufacturer supplied equipment documentation • Provide final documentation and “as built” system drawings (CAD) • Provide system training following integration to the designated Customer Representative or team member(s) Customer Responsibilities 1. Provide for the construction or modification of the facilities for soundproofing, lighting, electrical, HVAC, structural support of equipment, and decorating as appropriate 2. Provide for the ordering, provisioning, installation, wiring and verification of any Data Network (LAN, WAN, TI, ISDN, etc.) and Telephone Line (Analog or Digital) equipment and services prior to on-site integration 3. Provide all necessary cableways and/or conduits required to facilitate AV systems wiring 4. Provide all necessary conduit, wiring and devices for technical power to the AV systems equipment 5. Provide reasonable access for AVI Systems personnel to the facilities during periods of integration, testing and training, including off- hours and weekends. DocuSign Envelope ID: E1742EF5-5A2D-4109-971A-F69FBAC421B8 RSA: 951920 Printed on June 16, 2020 Page 7 of 11 6. Provide a secure area to house all integration materials and equipment (during multi-day integration) 7. Provide a designated representative who will be available for consultation and meetings 8. Provide timely review and approval of all documentation (Technical Reports, Drawings, Contracts, etc.) PRODUCTS AND SERVICES DETAIL PRODUCTS: Model # Mfg Description Qty Price Extended CP3N CRESTRON 3-Series Control System® 1 $1,381.25 $1,381.25 AMP-150-70 CRESTRON Single-Channel Modular Power Amplifier, 50W, 70V 1 $265.63 $265.63 TS-1542-TILT-W-S CRESTRON 15.6 in. HD Touch Screen, Tabletop Tilt, White Smooth 1 $2,550.00 $2,550.00 TSW-1060-B-S CRESTRON 10.1” Touch Screen, Black Smooth 2 $1,275.00 $2,550.00 TSW-1060-TTK-B-S CRESTRON Tabletop Kit for TSW-1060, Black Smooth 2 $132.81 $265.62 DMF-CI-8 CRESTRON DigitalMedia™ Card Chassis for DM-NVX-C & DMCF, 8 Slots 1 $1,062.50 $1,062.50 DM-NVX-350 CRESTRON DigitalMedia™ 4K60 4:4:4 HDR Network AV Encoder/Decoder 9 $777.00 $6,993.00 DM-DGE-200-C CRESTRON Digital Graphics Engine 200 with 4K DM 8G+® Input 1 $1,545.00 $1,545.00 DM-NVX-350C CRESTRON DigitalMedia™ 4K60 4:4:4 HDR Network AV Encoder/Decoder Card 7 $738.00 $5,166.00 E1916H DELL 19" LED LCD Monitor 8 $99.71 $797.68 AR-DPM-HDF LIBERTY AV CABLE ADAPTER DP-HD 5" BLACK 8 $20.70 $165.60 PRF-M PREMIER MOUNTS Fixed Low-Profile Flat Panel Mount for Displays up to 15 lb./6.8 kg.- 8 $25.00 $200.00 CA_E-WASTE_RECYCLE_FEE_15-35IN CA E-Waste Recycle Fee 15 inches - Less than 35 inches 8 $6.00 $48.00 DM-NVX-D30 CRESTRON DM NVX™ 4K60 4:4:4 HDR Network AV Decoder 1 $621.44 $621.44 HD-DA8-4KZ-E CRESTRON 1:8 HDMI® Distribution Amplifier w/4K60 4:4:4 & HDR Support 1 $531.25 $531.25 1T-C2-750 TVONE Dual DVI Scaler PLUS 1 $808.44 $808.44 CBL-HD-DVI-3 CRESTRON Crestron® Certified HDMI® to DVI Interface Cable, 3 ft 2 $21.25 $42.50 CBL-HD-6 CRESTRON Crestron® Certified HDMI® Interface Cable, 18 Gbps, 6 ft (1.8 m) 4 $26.56 $106.24 CBL-HD-12 CRESTRON Crestron® Certified HDMI® Interface Cable, 18 Gbps, 12 ft (3.6 m) 2 $37.19 $74.38 CBL-HD-20 CRESTRON Crestron® Certified HDMI® Interface Cable, 18 Gbps, 20 ft (6.1 m) 4 $53.13 $212.52 TP-2000X-LT DSAN Touch Panel Interface for Limitimer (includes 7-foot Cat-5 cable) 1 $285.00 $285.00 DM-XIO-DIR-80 CRESTRON DigitalMedia™ XiO Director – Virtual Switching Appliance for 80 Endpoints 1 $2,361.00 $2,361.00 MP-WP152-B CRESTRON Media Presentation Wall Plate - HDMI®, Black 1 $63.75 $63.75 MP-WP130-B CRESTRON Media Presentation Wall Plate - DB15HD Computer VGA w/Mini-TRS Stereo Audio, Bulkhead, Black 1 $47.81 $47.81 DocuSign Envelope ID: E1742EF5-5A2D-4109-971A-F69FBAC421B8 RSA: 951920 Printed on June 16, 2020 Page 8 of 11 CBL-VGA-AUD-12 CRESTRON Crestron® Certified Computer VGA Interface Cable w/Audio, 12 ft 1 $31.88 $31.88 CBL-HD-12 CRESTRON Crestron® Certified HDMI® Interface Cable, 18 Gbps, 12 ft (3.6 m) 1 $37.19 $37.19 HD-SCALER-VGA-E CRESTRON High-Definition Video Scaler, VGA In, HDMI® Out 1 $318.75 $318.75 CBL-VGA-AUD-6 CRESTRON Crestron® Certified Computer VGA Interface Cable w/Audio, 6 ft 1 $21.25 $21.25 C2G-03983 C2G 6FT CAT6 SNAGLESS UTP CAB 28 $3.29 $92.12 CBL-HD-3 CRESTRON Crestron® Certified HDMI® Interface Cable, 18 Gbps, 3 ft (0.91 m) 15 $21.25 $318.75 CBL-HD-6 CRESTRON Crestron® Certified HDMI® Interface Cable, 18 Gbps, 6 ft (1.8 m) 15 $26.56 $398.40 DM-TXRX-100-STR CRESTRON HD Streaming Transmitter/Receiver 2 $965.00 $1,930.00 CNX-B8B CRESTRON Designer Keypad, 8-Buttons, Black Textured 8 $191.25 $1,530.00 B8-BTNB_ENGRAVED CRESTRON Engravable Button Cap for CNX-B8, Black Textured, Includes Custom Engraving 8 $5.31 $42.48 DM-CBL-8G-P-SP500 CRESTRON DigitalMedia 8G Cable, plenum, 500 ft spool 3 $318.75 $956.25 FG552-34 AMX The HPX-N102-ETH-R Cat6 Ethernet Module with Retractable MyTurn ready Cable provides a compact solut 1 $178.09 $178.09 FG552-32 AMX The HPX-AV102-HDMI-R 4K60 HDMI Module with Retractable MyTurn ready Cable delivers digital video in 1 $178.09 $178.09 FG552-35 AMX The HPX-AV103-RGB+A-R, VGA with Stereo Module with Retractable MyTurn ready Cable provides a compact 1 $178.09 $178.09 HD-SCALER-VGA-E CRESTRON High-Definition Video Scaler, VGA In, HDMI® Out 1 $318.75 $318.75 DM-CBL-8G-NP-SP500 CRESTRON DigitalMedia 8G Cable, non-plenum, 500 ft spool 1 $191.25 $191.25 DN-700R DENON Network SD/USB Recorder 1 $441.18 $441.18 Programming Service $651.44 Engineering & Drawings $3,612.00 Project Management $7,649.88 Programming $17,704.44 Cable Placement $1,030.00 On Site Integration $19,874.40 Integration Cables & Connectors $750.00 Testing & Acceptance $8,081.45 Total: $94,660.74 Refer to page 1 for the Grand Total that includes the Taxes, and Shipping & Handling DocuSign Envelope ID: E1742EF5-5A2D-4109-971A-F69FBAC421B8 RSA: 951920 Printed on June 16, 2020 Page 9 of 11 AVI Systems General Terms and Conditions of Sale The following General Terms & Conditions of Sale (the “T&Cs”) in combination with either (a) a signed Retail Sales Agreement or (b) Quote under which AVI Systems, Inc (“AVI”) agrees to supply goods or services constitute a binding contract (the “Agreement”) between AVI and the entity identified on page one of the Retail Sales Agreement or Quote (the “Customer”). In the absence of a separately negotiated “Master Services Agreement” between AVI and Customer signed in “wet ink” by the Chief Executive Officer or Chief Financial Officer of AVI, these T&C’s shall apply. Any terms and conditions set forth in any correspondence, purchase order or Internet based form from Customer to AVI which purport to constitute terms and conditions which are in addition to those set forth in this Agreement or which attempt to establish conflicting terms and conditions to those set forth in this Agreement are expressly rejected by AVI unless the same has been manually countersigned in wet ink by an Officer of AVI. 1. Changes In The Scope of Work – Where a Scope of Work is included with this Agreement, costs resulting from changes in the scope of this project by the Customer, including any additional requirements or restrictions placed on AVI by the Customer or its representatives, will be added to the contract price. When AVI becomes aware of the nature and impact of the change, a contract Change Order will be submitted for review and approval by the Customer before work continues. AVI has the right to suspend the work on the project pending Customer’s written approval of the Change Order. 2. Ownership and Use of Documents and Electronic Data – Where applicable, drawings, specifications, other documents, and electronic data furnished by AVI for the associated project under this Agreement are instruments of the services provided. These items are “Confidential Information” as defined in this Agreement and AVI shall retain all common law, statutory and other reserved rights, including any copyright in these instruments. These instruments of service are furnished for use solely with respect to the associated project under this Agreement. The Customer shall be permitted to retain copies of any drawings, specifications, other documents, and electronic data furnished by AVI for information and reference in connection with the associated project and for no other purpose. 3. Proprietary Protection of Programs – Where applicable this Agreement does not cause any transfer of title, or intellectual rights, in control systems programs, or any materials produced in connection therewith, including any source code. Any applications or programs supplied by AVI are provided, and are authorized for installation, execution, and use only in machine-readable object code form. This Agreement is expressly limited to the use of the programs by the Customer for the equipment in connection with the associated project. Customer agrees that it will not seek to reverse- engineer any program to obtain source codes, and that it will not disclose the programs source codes or configuration files to any third party, without the written consent of AVI. The programs, source codes and configuration files, together with AVI' know-how and integration and configuration techniques, furnished hereunder are proprietary to AVI, and were developed at its private expense. If Customer is a branch of the United States government, for purposes of this Agreement any software furnished by AVI hereunder shall be deemed "restricted computer software", and any data, including installation and systems configuration information, shall be deemed "limited rights data", as those terms are defined in FAR 52.227-14 of the Code of Federal regulations. 4. Shipping and Handling and Taxes – The prices shown are F.O.B. manufacturer's plant or AVI’s office depending on where items are located when direction is issued to ship to the point of integration. The Customer, in accordance with AVI’s current shipping and billing practices, will pay all destination charges. In addition to the prices on this Agreement, the Customer agrees to pay amounts equal to any sales tax invoiced by AVI, or (where applicable) any use or personal property taxes resulting from this Agreement or any activities hereunder. Customer will defend, indemnify and hold harmless AVI against any claims by any tax authority for all unpaid taxes or for any sales tax exemption claimed by Customer. 5. Title – Where applicable, title to the Equipment passes to the Customer on the earlier of: (a) the date of shipment from AVI to Customer, or (b) the date on which AVI transmits its invoice to Customer. 6. Security Interest – In addition to any mechanics' lien rights, the Customer, for value received, hereby grants to AVI a security interest under the Minnesota commercial code together with the a security interest under the law(s) of the state(s) in which work is performed or equipment is delivered. This security interest shall extend to all Equipment, plus any additions and replacements of such Equipment, and all accessories, parts and connecting Equipment now or hereafter affixed thereto. This security interest will be satisfied by payment in full unless otherwise provided for in an installment payment agreement. The security interest shall be security for all sums owed by Customer under this Agreement. A copy of this Agreement may be filed as a financing statement with the appropriate authority at any time after signature of the Customer. Such filing does not constitute acceptance of this Agreement by AVI 7. Risk of Loss or Damage – Notwithstanding Customer’s payment of the purchase price for Equipment, all risk of loss or damage shall transfer from AVI to Customer upon transfer of Title to Customer. Customer shall be responsible for securing insurance on Equipment from this point forward. 8. Receiving/Integration – Unless the Agreement expressly includes integration services by AVI, the Customer agrees to furnish all services required for receiving, unpacking and placing Equipment in the desired location along with integration. Packaging materials shall be the property of the Customer. 9. Equipment Warranties – To the extent AVI receives any warranties from a manufacturer on Equipment; it will pass them through to Customer to the full extent permitted by the terms of each warranty. Factory warranties vary by manufacturer, and no additional warranties are expressed or implied. 10. General Warranties – Each Party represents and warrants to the other that: (i) it has full right, power and authority to enter into and fully perform its obligations under this Agreement, including without limitation the right to bind any party it purports to bind to this Agreement; (ii) the execution, delivery and performance of this Agreement by that Party does not conflict with any other agreement to which it is a Party or by which it is bound, and (iii) it will comply with all applicable laws in its discharge of its obligations under this Agreement. AVI warrants, for a period of 90 days from Substantial Completion, the systems integration to be free from defects in workmanship. CUSTOMER WARRANTS THAT IT HAS NOT RELIED ON ANY DocuSign Envelope ID: E1742EF5-5A2D-4109-971A-F69FBAC421B8 RSA: 951920 Printed on June 16, 2020 Page 10 of 11 INFORMATION OR REPRESENTATION PROVIDED BY OR ON BEHALF OF AVI WHICH IS NOT EXPRESSLY INCLUDED IN THESE GENERAL TERMS AND CONDITIONS OR THE RETAIL SALES AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH HEREIN. AVI DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE EQUIPMENT, MATERIALS AND SERVICES PROVIDED BY AVI, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT AND TITLE. 11. Indemnification – Customer shall defend, indemnify and hold harmless AVI against all damages, claims, liabilities, losses and other expenses, including without limitation reasonable attorneys' fees and costs, (whether or not a lawsuit or other proceeding is commenced), that arise in whole or in part from: (a) any negligent act or omission of Customer, its agents, or subcontractors, (b) Customer's failure to fully conform to all laws, ordinances, rules and regulations which affect the Agreement, or (c) Customer’s breach of this Agreement. If Customer fails to promptly indemnify and defend such claims and/or pay AVI’s expenses, as provided above, AVI shall have the right to defend itself, and in that case, Customer shall reimburse AVI for all of its reasonable attorneys' fees, costs and damages incurred in settling or defending such claims within thirty (30) days of each of AVI’s written requests. AVI shall indemnify and hold harmless Customer against all damages, claims, liabilities, losses and other expenses, including without limitation reasonable attorneys' fees and costs, (whether or not a lawsuit or other proceeding is commenced), to the extent that the same is finally determined to be the result of (a) any grossly negligence or willful misconduct of AVI , its agents, or subcontractors, (b) AVI’s failure to fully conform to any material law, ordinance, rule or regulation which affects the Agreement, or (c) AVI’s uncured material breach of this Agreement. 12. Remedies – Upon default as provided herein, AVI shall have all the rights and remedies of a secured party under the Minnesota commercial code and under any other applicable laws. Any requirements of reasonable notice by AVI to Customer, or to any guarantors or sureties of Customer shall be met if such notice is mailed, postage prepaid, to the address of the party to be notified shown on the first page of this Agreement (or to such other mailing address as that party later furnishes in writing to AVI) at least ten calendar days before the time of the event or contemplated action by AVI set forth in said notice. The rights and remedies herein conferred upon AVI, shall be cumulative and not alternative and shall be in addition to and not in substitution of or in derogation of rights and remedies conferred by the Minnesota commercial code and other applicable laws. 13. Limitation of Remedies for Equipment – AVI’s entire liability and the Customer's sole and exclusive remedy in all situations involving performance or nonperformance of Equipment furnished under this Agreement, shall be the adjustment or repair of the Equipment or replacement of its parts by AVI, or, at AVI option, replacement of the Equipment. 14. Limitation on Liability – EXCEPT IN CIRCUMSTANCES INVOLVING ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE TOTAL LIABILITY OF A AVI UNDER THIS AGREEMENT FOR ANY CAUSE SHALL NOT EXCEED (EITHER FOR ANY SINGLE LOSS OR ALL LOSSES IN THE AGGREGATE) THE NET AMOUNT ACTUALLY PAID BY CUSTOMER TO AVI UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE ON WHICH AVI’S LIABILITY FOR THE FIRST SUCH LOSS FIRST AROSE. 15. No Consequential Damages – AVI SHALL NOT HAVE ANY LIABILITY TO CUSTOMER OR TO ANY OTHER PERSON OR ORGANIZATION FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OF ANY DESCRIPTION (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOSS OR INTERRUPTION OF BUSINESS), WHETHER BASED ON CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IRRESPECTIVE OF THE NUMBER OR NATURE OF CLAIMS. 16. Acceleration of Obligations and Default – Payment in full for all “Equipment,” which is defined as all goods identified in the section of the Agreement with the same title, as well for any and all other amounts due to AVI shall be due within the terms of the Agreement. Upon the occurrence of any event of default by Customer, AVI may, at its option, with or without notice, declare the whole unpaid balance of any obligation secured by this Agreement immediately due and payable and may declare Customer to be in default under this Agreement. 17. Choice of Law, Venue and Attorney’s Fees – This Agreement shall be governed by the laws of the State of Minnesota in the United States of America without reference to or use of any conflicts of laws provisions therein. For the purpose of resolving conflicts related to or arising out of this Agreement, the Parties expressly agree that venue shall be in the State of Minnesota in the United States of America only, and, in addition, the Parties hereby consent to the exclusive jurisdiction of the federal and state courts located in Hennepin County, Minnesota in the United States of America and waive any right to assert in any such proceeding that Customer is not subject to the jurisdiction of such court or that the venue of such proceeding is improper or an inconvenient forum. The Parties specifically disclaim application (i) of the United Nations Convention on the International Sale of Goods, 1980, and (ii) of Article 2 of the Uniform Commercial Code as codified. In the event AVI must take action to enforce its rights under the Agreement, the court shall award AVI the attorney’s fees it incurred to enforce its rights under this Agreement. 18. General – Headings are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. The Parties acknowledge and agree that the Agreement has been negotiated by the Parties and that each had the opportunity to consult with its respective counsel, and shall be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either Party based on draftsmanship of the Agreement. This Agreement is not assignable by Customer without the prior written consent of AVI. Any attempt by Customer to assign any of the rights, duties, or obligations of this Agreement without such consent is void. AVI reserves the right to assign this Agreement to other parties in order to fulfill all warranties and obligations expressed herein, or upon the sale of all or substantially all of AVI’s assets or business. This Agreement can only be modified by a written agreement duly signed by persons authorized to sign agreements on behalf of the Customer and of AVI, and variance from the terms and conditions of the Agreement in any order or other written notification from the Customer will be of no effect. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. AVI is not responsible for any delay in, or failure to, fulfill its obligations under this Agreement due to causes such as natural disaster, war, emergency conditions, labor strike, acts of terrorism, the substantial inoperability of the Internet, the inability to obtain supplies, or any other reason or any other cause or condition beyond AVI’s reasonable control. Except as otherwise stated in the Agreement, AVI is not obliged to provide any services hereunder for Equipment located outside the United States or Puerto Rico. Scheduled completion dates are subject to change based on material shortages caused by shortages in cable and materials that are industry wide. DocuSign Envelope ID: E1742EF5-5A2D-4109-971A-F69FBAC421B8 RSA: 951920 Printed on June 16, 2020 Page 11 of 11 19. Confidentiality. The term “Confidential Information” shall mean the inventions, trade secrets, computer software in both object and source code, algorithms, documentation, know how, technology, ideas, and all other business, customer, technical, and financial information owned by AVI or the Customer, which is designated as confidential, or communicated in such a manner or under such circumstances as would reasonably enable a person or organization to ascertain its confidential nature. All the Confidential Information of a party to this Agreement shall be maintained in confidence by the other party, and neither party shall, during the term of this Agreement or for a period of three (3) years subsequent to the termination of this Agreement, divulge to any person or organization, or use in any manner whatsoever, directly or indirectly, for any reason whatsoever, any of the Confidential Information of the other party without receiving the prior written consent of the other party. AVI and the Customer shall take such actions as may be reasonably necessary to ensure that its employees and agents are bound by the provisions of this Section, which actions shall, as may be reasonably requested by either party, include the execution of written confidentiality agreements with the employees and agents of the other party. The provisions of this Section shall not have application to any information that (i) becomes lawfully available to the public; (ii) is received without restriction from another person or organization lawfully in possession of such information; (iii) was rightfully in the possession of a party without restriction prior to its disclosure; or (iv) is independently developed by a party or its employees or agents without access to the other party’s similar information. 20. Nonsolicitation - To the extent permitted by applicable law, during the term of this Agreement and for a period of one (1) year after the termination this Agreement, each Party agrees that it shall not knowingly solicit or attempt to solicit any of the other Party's executive employees or employees who are key to such Party’s performance of its obligations under this Agreement (“Covered Employees”). Notwithstanding the foregoing, nothing herein shall prevent either Party from hiring as an employee any person who responds to an advertisement for employment placed in the ordinary course of business by that Party and/or who initiates contact with that party without any direct solicitation of that person by that Party or its agents. 21. Price Quotations and Time to Install – AVI often installs systems at the end of a construction project. The price quoted contemplates that AVI shall have access to the location for the time shown for AVI to complete its work after the work of all other contractors is substantially complete which means, generally, all other trades are no longer generating dust in the location, and final carpeting/flooring is installed (the “Prepared Area”) Failure to give AVI access to the Prepared Area for the amount of time shown for the installation may result in increased installation costs, typically in a manner proportionate to the reduction of time given to AVI to complete its work compared to the original schedule. 22. Price Quotations – Unless otherwise specified, all prices quoted reflect a discount for a cash payment (i.e., check, wire transfer) made by Customer in full within the terms of each invoice. Payment in other forms, including credit card, p-card, or other non-cash payments shall be subject to a convenience above the cash price. Please speak to your AVI representative if you have any questions in this regard. DocuSign Envelope ID: E1742EF5-5A2D-4109-971A-F69FBAC421B8 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME:FAXPHONE(A/C, No):(A/C, No, Ext):E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A(Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 3/30/2020 (701) 224-7047 25615 AVI Systems, Inc.8019 Bond StreetLenexa, KS 66214 25674 A 1,000,000 630 6P418787 4/1/2020 4/1/2021 1,000,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000A 810-6P420390 4/1/2020 4/1/2021 25,000,000B CUP 6P422499 4/1/2020 4/1/2021 25,000,000 0 B UB 6P809829 4/1/2020 4/1/2021 1,000,000N1,000,000 1,000,000 B Tech E&O ZPL 16N78588 4/1/2020 Occurrence/Aggregate 7,000,000 The City of Carlsbad/CMWD is included as an Additional Insured on a Primary/Non-contributory basis re General Liability and Auto Liability as per written contract. Waiver of Subrogation is in favor of the additional insured re General Liability as required by written contract. 30-day Notice of Cancellation applies in favor of Additional Insured. City of Carlsbad / CMWD1635 Faraday AvenueCarlsbad, CA 92008 AVISYST-01 LBENTZ Choice Insurance207 E Front AveBismarck, ND 58504 Lesley Bentz l.bentz@insurewithchoice.com Charter Oak Fire Insurance Company Travelers Property Casualty Company of America X 4/1/2021 X X X X X X X X X DocuSign Envelope ID: E1742EF5-5A2D-4109-971A-F69FBAC421B8 WC 252 (04 84) Copyright 1984, WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT – CALIFORNIA This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attached clause" need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective on at 12:01 A.M. standard time, forms a part of (DATE) Policy No. Endorsement No. of the (NAME OF INSURANCE COMPANY) issued to Premium (if any) $ We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description Authorized Representative OneBeacon Insurance Group LLC Atlantic Specialty Insurance Company AVI SYSTEMS, INC. April 01, 2018 406-01-69-15-0011 2.00 ALL PERSONS OR ORGANIZATIONS ON FILE WITH THE INSURED E-INSURED DocuSign Envelope ID: E1742EF5-5A2D-4109-971A-F69FBAC421B8